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                                 EXHIBIT 10.25

                MEMORANDUM OF SECURITY AGREEMENT BY AND BETWEEN
                   THE REGISTRANT AND CORESTATES BANK, N.A.
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                       MEMORANDUM OF SECURITY AGREEMENT


     This Memorandum of Security Agreement, dated as of August 15, 1996, is made
by RYKA INC., a Delaware corporation with an address at 555 South Henderson 
Road, King Of Prussia, Pennsylvania 19406 ("Grantor"), in favor of CORESTATES 
BANK, N.A., a national banking association with an address at 1345 Chestnut 
Street, Philadelphia, PA 19107 ("Grantee").

     WHEREAS, Grantor is the owner of the trademark listed on Schedule "A" 
attached hereto (, the "Mark"); and

     WHEREAS, under a certain Security Agreement (Accounts, Inventory and 
Equipment) dated the date hereof between Grantor and Grantee, Grantor has 
granted to Grantee a security interest in certain of its assets (including the 
Mark and the goodwill association therewith) to secure the payment and 
performance of a certain liabilities and obligations owing by the Grantor to the
Grantee; and

     WHEREAS, Grantor and Grantee by this instrument seek to confirm and make a 
record of the grant of a security interest in the Mark and the goodwill 
associated therewith;

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, Grantor does hereby acknowledge that 
it has granted to Grantee a first security interest in, to and under (1) the 
Mark and the goodwill associates therewith, and (2) the rights, interests, and 
benefits of the foregoing, including without limitation any claim of the 
foregoing, including without limitation any claim of the Grantor against any 
third party for past, present and future infringement or dilution of the Mark, 
or for injury to the goodwill associated with the Mark.

     Grantor also acknowledges and confirms that the rights and remedies of 
Grantee with respect to the security interests in the Mark granted hereby are 
more fully set forth in the Security Agreement, the terms and provisions of 
which are incorporated herein by reference.

     IN WITNESS WHEREOF, Grantor has caused this Memorandum of Security 
Agreement to be duly executed by its proper corporate officers thereunto duly 
authorized as of the date first written above.

Attest:                                           RYKA INC.

By  [SIGNATURE ILLEGIBLE]                         By   /s/ Steven Wolf
  ----------------------------------                ----------------------------
                            Title                      Steven Wolf    VP CFO
                                                    ----------------------------
                                                       Print Name and Title

     Subscribed and sworn to before me this 15th day of August, 1996
                                            ----        -------


/s/ Patricia McCauley
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   Notary Public

My Commission Expires:

[Seal]
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                                  SCHEDULE A
                                      TO
                       MEMORANDUM OF SECURITY AGREEMENT
                          dated as of August 15, 1996
               by RYKA INC., a Delaware corporation ("Grantor"),
                       in favor of CORESTATES BANK, N.A.


THE MARK IS IDENTIFIED AS FOLOWS:

MARK:                         REGISTRATION #:
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Ryka                          #1,616,804

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