Umbro International Limited
Umbro House
Lakeside
Cheadle
Cheshire
SK8 3QW
Company number: 198168

To:
Varsity Spirit Fashions & Supplies Inc.
2525 Horizon Lake Drive
Memphis TN 38133

                                                                          Dated:

Dear Sirs

AGREEMENT BETWEEN UMBRO INTERNATIONAL LIMITED ("UMBRO") AND VARSITY SPIRIT
FASHIONS & SUPPLIES INC. ("VARSITY") PURSUANT TO A SETTLEMENT AGREEMENT DATED
26TH SEPTEMBER 2001 ("THE SETTLEMENT AGREEMENT")

We write further to our recent discussions concerning the valuation of the
inventory as required pursuant to the clause 5.1 of the Settlement Agreement.

Umbro and Varsity acknowledge that Varsity have undertaken the Inspection of the
Physical Inventory in accordance with the terms of the Settlement Agreement.

Varsity and Umbro hereby agree that the Accepted Physical Inventory Value is a
gross amount equivalent to US $2,600,000. This shall be settled by a payment to
be made by Umbro to Varsity of US $2,700,000 and the assignment and payment to
Umbro of those debts listed in Schedule A equivalent to the sum of
US$103,159.30.

The parties hereby agree to amend the obligations regarding payment of the
Agreed Physical Inventory Value as set out in clause 5.4 of the Settlement
Agreement so that Umbro shall pay to Varsity the sum of US $2,700,000 in three
instalments as follows:

(a) US $1 million within 3 days of signature of this Agreement;

(b) US $850,000 within 30 days of the date of cleared funds being paid to
Varsity pursuant to (a) above;

(c) US $850,000 within 30 days of the date of cleared funds being paid to
Varsity pursuant to (b) above.

In accordance with clause 3.4 of the Settlement Agreement Umbro hereby accepts
and assumes the assignment and transfer of the Transferred Product Purchase and
Sales Orders.



                                        1
<PAGE>


Any defined terms used in this Agreement shall have the same meaning ascribed to
them in the Settlement Agreement.

As confirmation of your acceptance of the terms of this letter, please signed
and return the enclosed copy of this letter.

Signed

by


for and on behalf of
Umbro International Limited


Signed as a deed
by

/s/ David Groelinger
--------------------


for and on behalf of
Varsity Spirit Fashions & Supplies Inc.




                                       2

<PAGE>


                                   Schedule A

                                     Debts


                                                           $

Cincinnati Riverhawks USL                              2,542.09
North Jersey Imperials USL                             3,504.80
El Paso Patriots                                       2,371.20
Rochester Raging Rhino's                               1,778.23
Atlanta Silverbacks                                      401.08
Mass Pro Soccer                                        6,352.69
New York Freedoms                                            --
Westchester Flames                                     6,008.04
ANA Sports Management                                    868.05
Palm Beach Pumas FC                                    2,356.56
Connecticut Wolves                                     1,268.81
Boulder Novs                                             398.01
Oklahoma Outrage                                         850.08
Brooklyn Knights                                       1,650.04
Portland Timbers                                      48,976.63
Wilmington Hammerheads                                       --
Kraft Soccer LLC                                             --
West Michigan Edge                                     3,992.10
South Jersey Barons                                    7,842.77
Texas Soccer                                          11,998.12
Atlanta Beal                                                 --
                                                    -----------
Total                                                103,159.30
                                                    -----------



                                       3