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

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN,  GUARANTY AND
SECURITY  AGREEMENT  ("AMENDMENT"),  is  entered  into  as of  the  20th  day of
November,  2001 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 in Section 13.3 of
the 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,  ("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. (f/k/a Riddell Sports Inc.), a Delaware  corporation,  with offices
at  2525  Horizon  Lake  Drive,  Suite  One,  Memphis,  TN  38133  (the  "Parent
Guarantor"),  and each of Varsity Spirit  Corporation,  a Tennessee  corporation
("Spirit"),  with  offices at 2525 Horizon Lake Drive,  Suite One,  Memphis,  TN
38133,  Varsity  Spirit  Fashions &  Supplies,  Inc.,  a  Minnesota  corporation
("Fashions"),  with offices at 2525 Horizon Lake Drive,  Suite One, Memphis,  TN
38133, Varsity USA, Inc., a Tennessee  corporation ("USA"), with offices at 2525
Horizon Lake Drive, Suite One, Memphis, TN 38133, Varsity/Intropa Tours, Inc., a
Tennessee  corporation  ("Intropa"),  with  offices at 2525  Horizon Lake Drive,
Suite One,  Memphis,  TN 38133,  and  International  Logos,  Inc.,  a  Tennessee
corporation  ("Logos"),  with  offices at 2525  Horizon  Lake Drive,  Suite One,
Memphis,  TN 38133 (Spirit,  Fashions,  USA,  Intropa and Logos are collectively
referred to as the "Borrower").

                              W I T N E S S E T H:

         WHEREAS,  Lenders,  Agent,  Parent  Guarantor and Borrower entered into
that certain Second Amended And Restated Loan,  Guaranty And Security  Agreement
dated as of July 23, 2001 (the "Agreement"); and

         WHEREAS, Lenders, Agent, Parent Guarantor and Borrower desire to modify
and amend certain provisions of the Agreement;

         NOW,  THEREFORE,   for  and  in  consideration  of  good  and  valuable
consideration,  the receipt and sufficiency of which are hereby  acknowledged by
all parties hereto,  Lenders,  Agent, Parent Guarantor and Borrower hereby agree
as follows:

1.       The  definition  of Material  License  Agreements in SECTION 1.1 of the
         Agreement is deleted in its entirety and the following inserted in lieu
         thereof:

         "Material License Agreements" means all license agreements entered into
         by the  Borrower  or any of its  Subsidiaries  pursuant  to  which  (i)
         Borrower  or  such  Subsidiary   either  Guarantees  or  actually  pays
         royalties to the licensor party to such license  agreement in an amount
         equal  or  greater  than  $100,000  per year or (ii)  Borrower  carries
         Eligible Inventory with a book value of in excess of $100,000.



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<PAGE>


2.       Notwithstanding  anything in the Agreement to the contrary, the parties
         hereto   acknowledge  and  agree  that  the  Parent  Guarantor  (i)  is
         terminating its License  Agreement  between Parent  Guarantor and Umbro
         dated  November 23, 1998 and described in SCHEDULE 1.1 to the Agreement
         ("Umbro  License") and (ii) therefore need not obtain the Umbro Consent
         required in SECTION  9.28 of the  Agreement.  The Agent and the Lenders
         hereby waive the  requirements  of SECTION 9.28 of the  Agreement.  The
         parties further  acknowledge and agree that the Parent Guarantor and/or
         the Borrower are  transferring  the Umbro Collateral and that Agent and
         Lenders have no interest in the Umbro Collateral or the Umbro License.

3.       The parties  hereto  ratify and confirm the terms of the  Agreement and
         agree that such Agreement  remains in full force and effect,  except as
         expressly  amended hereby.  Any  capitalized  term used but not defined
         herein shall have the meaning ascribed to it in the Agreement.

4.       This  Amendment  may be  executed by  facsimile  and in two (2) or more
         counterparts,  all of which  together shall be deemed to constitute one
         original instrument.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands or caused
this instrument to be executed as of the day and date first above written.


                                       "PARENT GUARANTOR"

                                       Varsity Brands, Inc.
                                       (f/k/a Riddell Sports Inc.)

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


                                       "BORROWER"

                                       Varsity Spirit Corporation

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


                                       Varsity Spirit Fashions & Supplies, Inc.

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



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<PAGE>


                                       Varsity USA, Inc.

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


                                       Varsity/Intropa Tours, Inc.

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


                                       International Logos, Inc.

                                       By: /s/ John M. Nichols
                                       -----------------------------------------
                                       Title: Senior Vice President - 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



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