SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
                      LOAN, GUARANTY AND SECURITY AGREEMENT


     THIS SECOND  AMENDMENT TO SECOND  AMENDED AND RESTATED  LOAN,  GUARANTY AND
SECURITY  AGREEMENT  (the  "Amendment"),  dated  September 6, 2002, is among the
financial  institutions  listed on the  signature  pages hereof (such  financial
institutions,  together with their respective  successors and assigns  (provided
such  assignees  satisfy the  conditions  set forth in Section  13.3 of the Loan
Agreement  (defined below)),  are referred to hereinafter each individually as a
"Lender" and  collectively  as the  "Lenders"),  Bank America,  N.A., a national
banking association,  as successor in interest to Bank of America National Trust
and Savings Association, a national banking association ("Bank of America") with
an office at 6060 Poplar  Avenue,  Memphis,  Tennessee  38119,  as agent for the
Lenders (in its capacity as agent), together with its successors in its capacity
as agent (the "Agent"),  Varsity  Brands,  Inc., a Delaware  corporation  (f/k/a
"Riddell  Sports  Inc."),  with offices at 6745 Lenox Center  Court,  Suite 300,
Memphis,  TN  38115  (the  "Parent  Guarantor"),  and  each  of  Varsity  Spirit
Corporation,  a Tennessee  corporation  ("Spirit"),  with  offices at 6745 Lenox
Center Court, Suite 300, Memphis, TN 38115,  Varsity Spirit Fashions & Supplies,
Inc., a Minnesota  corporation  ("Fashions"),  with offices at 6745 Lenox Center
Court, Suite 300, Memphis, TN 38115, Varsity USA, Inc., a Tennessee  corporation
("USA"),  with offices at 6745 Lenox Center Court, Suite 300, Memphis, TN 38115,
Varsity/Intropa Tours, Inc., a Tennessee corporation  ("Intropa"),  with offices
at 6745 Lenox Center Court,  Suite 300,  Memphis,  TN 38115,  and  International
Logos,  Inc.,  a Tennessee  corporation  ("Logos"),  with  offices at 6745 Lenox
Center Court, Suite 300, Memphis, TN 38115 (Spirit,  Fashions,  USA, Intropa and
Logos are collectively referred to as the "Borrower").

                               W I T N E S S E T H

     WHEREAS,  the Lenders,  the Agent, the Parent  Guarantor,  and the Borrower
entered into a Second Amended and Restated Loan, Guaranty and Security Agreement
dated as of July 23, 2001, as previously amended by that certain First Amendment
to Second  Amended and Restated  Loan,  Guaranty and  Security  Agreement  dated
November 20, 2001 (the "LOAN AGREEMENT"); and

     WHEREAS,  the Lenders,  the Agent, the Parent  Guarantor,  and the Borrower
desire to amend the Loan  Agreement  to extend  the Stated  Termination  Date to
September 15, 2003, to secure the Credit Card Facility with the Collateral,  and
to reduce the interest  rate on Base Rate Loans and to eliminate  certain  fees,
all on the terms and conditions set forth below.

     NOW,  THEREFORE,  in consideration of the mutual  conditions and agreements
set  forth  in this  Amendment,  and for good and  valuable  consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Lenders, the Agent,
the Parent  Guarantor  and the  Borrower  hereby  agree as follows:

     1.   AMENDED   DEFINITIONS.   (a)  Section  1.1  of  the  Loan   Agreement,
"Definitions",  is hereby  amended  to delete  the  definitions  of  "Applicable
Margin", "Maximum Revolver Amount", "Obligations", and "Stated Termination Date"
in their entirety and to substitute the following in lieu thereof:

<PAGE>


          "'Applicable Margin' means, for the period from the date hereof to and
     including  the  Stated  Termination  Date,  negative   one-quarter  percent
     (negative  .25%) for Base Rate Loans and positive two and one-half  percent
     (2 1/2 %) for Letter of Credit Fees."

          "'Fee Letter' means the letter dated as of the date of this  Amendment
     by and between  Bank of America and  Borrower  with  respect to the Agent's
     Fee."

          "'Maximum Revolver Amount' means $15,000,000.00 (or such lesser amount
     to which the Total  Facility  may be  permanently  reduced by the  Borrower
     pursuant to SECTION 4.2 hereof); provided, however, that during the term of
     the Credit Card  Facility,  and for so long as any sums remain  outstanding
     thereunder,  the Maximum  Revolver  Amount shall not exceed  $14,900,000.00
     notwithstanding anything in this Agreement to the contrary."

          "'Obligations' means without duplication all present and future loans,
     advances, liabilities,  obligations,  covenants, duties, and debts owing by
     the  Borrower  or any other  Loan  Party to the Agent  and/or  any  Lender,
     arising  under or  pursuant  to this  Agreement  or any of the  other  Loan
     Documents, or any Hedge Agreement, or the Credit Card Facility,  whether or
     not evidenced by any note, or other instrument or document, whether arising
     from an  extension  of credit,  opening of a letter of credit,  acceptance,
     loan,  guaranty,  indemnification or otherwise,  whether direct or indirect
     (including,  without limitation, those acquired by assignment from others),
     absolute or  contingent,  due or to become due,  primary or  secondary,  as
     principal or guarantor, and including,  without limitation,  all principal,
     interest,  charges,  expenses,  fees,  attorneys' fees, filing fees and any
     other sums  chargeable to the Borrower or any other Loan Party hereunder or
     under any of the other  Loan  Documents.  "Obligations"  includes,  without
     limitation or duplication,  all debts, liabilities,  and obligations now or
     hereafter  owing from the  Borrower to the Agent and/or any Lender under or
     in connection with the Letters of Credit and includes,  without limitation,
     all  interest  that  would have  accrued  but for the  commencement  of any
     Insolvency Proceeding with respect to any Person."

          "'Stated Termination Date' means September 15, 2003."

(b)  Section  1.1 of the Loan  Agreement  is hereby  further  amended to add the
     following definition thereto:

          "'Credit  Card  Facility'  means that  certain  credit  card  facility
     maintained  by Spirit  with Bank of America  designated  by account  number
     #4798-0901-0002-1673  and having a maximum principal  indebtedness limit of
     $100,000.00.   Notwithstanding  anything  in  the  Loan  Agreement  to  the
     contrary,  the Credit Card  Facility  shall bear interest and be payable as
     set forth in the Bank of America,  N.A.  (USA)  Business Card Agreement set
     forth on EXHIBIT A to the Second

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<PAGE>


     Amendment  to Second  Amended and  Restated  Loan,  Guaranty  and  Security
     Agreement which is hereby incorporated herein by reference.'"

     2.   AMENDMENT OF SECTION 2.1.  Section 2.1 of the Loan  Agreement,  "Total
Facility",  is  hereby  amended  to  delete  the last  sentence  thereof  and to
substitute the following in lieu thereof.

          "The Total  Facility  shall be comprised of a revolving line of credit
     consisting  of  revolving  loans and  letters  of credit up to the  Maximum
     Revolver Amount,  as described on SECTIONS 2.2 and 2.4, and the Credit Card
     Facility."

     3.   AMENDMENT OF SECTION 3.7. Section 3.7 of the Loan Agreement,  "Agent's
Fee", is hereby amended to delete the words "plus an asset based  monitoring fee
of $17,000 per year" in the second line thereof.

     4.   AMENDMENT OF SECTION 9.25.  Section 9.25 of the Loan  Agreement,  "Net
Worth," is hereby  amended to delete the same in its entirety and to  substitute
the following in lieu thereof:

          "The  Parent   Guarantor  will  maintain  a  consolidated  Net  Worth,
     determined  as of the last day of each calendar  quarter,  of not less than
     the amount set forth below for such calendar quarter.

     The calendar quarter ending 6/30/02 and       $8,500,000 plus (i) 75%
     each subsequent calendar quarter              of Parent Guarantor's
     thereafter.                                   net income, determined
                                                   in accordance with
                                                   GAAP, and (ii) 100% of
                                                   any equity capital
                                                   contributions to Parent
                                                   Guarantor, in both
                                                   cases for the period
                                                   from 1/01/02 through
                                                   and including 6/30/02."

     5.   REAFFIRMATION OF REPRESENTATIONS  AND WARRANTIES.  As an inducement to
the Agent and Lenders to enter into this Amendment,  the Borrower and the Parent
Guarantor  hereby confirm and affirm to the Agent and the Lenders that except as
set forth on EXHIBIT B, which is hereby attached hereto and incorporated  herein
by reference,  the representations and warranties of the Borrower and the Parent
Guarantor  contained in the Loan  Agreement  (including  without  limitation  in
Articles 6 and 8 thereof)  are true and correct in all respects on and as of the
date  hereof  as to each  Loan  Party  with  the  same  effect  as  though  such
representations and warranties are made on and as of the date hereof.

     6.   CONDITIONS  TO AMENDMENT.  The  obligation of the Agent and Lenders to
enter  into this  Amendment  renewing  the loan  facility  pursuant  to the Loan
Agreement  and  making  certain  other  modifications  thereto is subject to the
following conditions precedent having been satisfied in a manner satisfactory to
the Agent and each Lender as of the date hereof:

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<PAGE>


          (a)  This  Amendment  has been executed by each party thereto and each
Loan Party shall have performed and complied with all covenants,  agreements and
conditions  contained  herein and the other Loan Documents which are required to
be performed or complied with by the Borrower before or on the date hereof.

          (b)  Except  as set  forth  on  EXHIBIT  B,  all  representations  and
warranties  made under the Loan Agreement and in the other Loan Documents  shall
be true and correct in all material respects as of the date hereof as if made on
the date hereof.

          (c)  No Default or Event of Default shall exist on the date hereof, or
would exist after giving effect to the Loans to be made on such date.

          (d)  The Agent and the Lenders  shall have  received  such opinions of
counsel for the Loan Parties as the Agent or any Lender shall request, each such
opinion to be in a form,  scope,  and substance  satisfactory to the Agent,  the
Lenders, and their respective counsel.

          (e)  The  Borrower  shall have paid all fees and expenses of the Agent
and the Attorney Costs incurred in connection with this Amendment and any of the
Loan Documents and the transactions contemplated thereby to the extent invoiced.

          (f)  The Agent  shall have  received  evidence,  in form,  scope,  and
substance,  reasonably  satisfactory to the Agent, of all insurance  coverage as
required by this Agreement.

          (g)  The Agent and the Lenders shall have had an opportunity,  if they
so choose,  to examine the books of account  and other  records and files of the
Borrower and to make copies  thereof,  and to conduct a pre-closing  audit which
shall include,  without  limitation,  verification of Inventory,  Accounts,  and
Availability,  and the  results of such  examination  and audit  shall have been
satisfactory to the Agent and the Lenders in all respects.

          (h)  The Agent and the Lenders shall have received copies certified as
being correct and complete of all documentation related to the Senior Notes, the
Subordinated  Debt and the Material  License  Agreements and such  documentation
shall be satisfactory to the Agent and the Lenders in all respects.

          (i)  All  proceedings  taken in connection  with the execution of this
Amendment,  all other Loan  Documents  and all  documents  and  papers  relating
thereto shall be satisfactory in form, scope, and substance to the Agent and the
Lenders.

          (j)  No  Material   Adverse  Effect  shall  have  occurred  since  the
Financial Statements dated June 30, 2002.

     7.   Execution  and delivery to the Agent by a Lender of a  counterpart  of
this  Amendment  shall  be  deemed  confirmation  by such  Lender  that  (i) all
conditions  precedent in this SECTION 7 have been fulfilled to the  satisfaction
of such  Lender and (ii) the  decision  of such Lender to execute and deliver to
the Agent an executed counterpart of this Agreement was made


                                       4
<PAGE>


by such  Lender  independently  and  without  reliance on the Agent or any other
Lender  as to the  satisfaction  of any  condition  precedent  set forth in this
SECTION 7.

     8.   FULL FORCE AND  EFFECT;  AFFIRMATION  OF SECURITY  INTERESTS;  DEFINED
TERMS.  Except as expressly  modified and amended by this Amendment,  all of the
terms,  covenants and  conditions of the Loan Agreement and other Loan Documents
are hereby  ratified and confirmed  and shall  continue to be and remain in full
force  and  effect  as  originally  executed.  The  parties  to  this  Amendment
acknowledge and agree that the security  interests  created pursuant to the Loan
Agreement  and/or any other Loan Document  shall remain in full force and effect
and shall constitute the legal,  valid,  binding and enforceable  obligations of
each Loan Party, as applicable.  Without  limiting the foregoing in any way, the
parties  expressly do not intend to extinguish  any security  interests  created
pursuant to the Loan Agreement  and/or any other Loan Document.  Instead,  it is
the express  intention of the parties to affirm each and every security interest
created  thereby.  Any  capitalized  term used but not defined in this Amendment
shall have the meaning ascribed to it in the Loan Agreement.



                            [SIGNATURE PAGE FOLLOWS.]



                                       5
<PAGE>


     IN WITNESS  WHEREOF,  the parties have  entered into this  Agreement on the
date first above written.

                              "PARENT GUARANTOR"

                              VARSITY BRANDS, INC. (F/K/A "RIDDELL SPORTS INC.")


                              By: /s/ John M. Nichols
                                  ----------------------------------------------

                              Title: Chief Financial Officer
                                     -------------------------------------------



                              "BORROWERS"

                              VARSITY SPIRIT CORPORATION


                              By: /s/ John M. Nichols
                                  ----------------------------------------------

                              Title: Chief Financial Officer
                                     -------------------------------------------


                              VARSITY SPIRIT FASHIONS & SUPPLIES, INC.


                              By: /s/ John M. Nichols
                                  ----------------------------------------------

                              Title: Chief Financial Officer
                                     -------------------------------------------



                              VARSITY USA, INC.


                              By: /s/ John M. Nichols
                                  ----------------------------------------------
                              Title: Chief Financial Officer
                                     -------------------------------------------

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<PAGE>


                              VARSITY/INTROPA TOURS, INC.


                              By: /s/ John M. Nichols
                                  ----------------------------------------------

                              Title: Chief Financial Officer
                                     -------------------------------------------



                              INTERNATIONAL LOGOS, INC.


                              By: /s/ John M. Nichols
                                  ----------------------------------------------

                              Title: Chief Financial Officer
                                     -------------------------------------------


                              "AGENT"

                              BANK OF AMERICA, N.A., AS THE AGENT


                              By: /s/ Thomas Branyan
                                  ----------------------------------------------
                                  Thomas Branyan, Senior Vice President



                              "LENDERS"

                              BANK OF AMERICA, N.A., AS A LENDER


                              By: /s/ Thomas Branyan
                                  ----------------------------------------------
                                  Thomas Branyan, Senior Vice President

                                       7
<PAGE>


                                    EXHIBIT A
                                    ---------

                           BANK OF AMERICA, N.A. (USA)
                             BUSINESS CARD AGREEMENT

                                  SEE ATTACHED.


                                       8
<PAGE>


                                    EXHIBIT B
                                    ---------

                    CHANGES TO REPRESENTATIONS AND WARRANTIES

                                  SEE ATTACHED.