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                                                                    EXHIBIT 10.4

                                PLEDGE AGREEMENT

          This PLEDGE AGREEMENT, dated as of_________, 2003 (together with all
amendments, if any, from time to time hereto, this "Agreement") between
SPORTRACK, LLC, a Delaware limited liability company (the "Pledgor"), and
GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders
("Agent").

                               W I T N E S S E T H

          WHEREAS, pursuant to that certain Credit Agreement dated as of the
date hereof by and among Pledgor, the other Persons named therein as Credit
Parties, Agent and the Persons signatory thereto from time to time as Lenders
(including all annexes, exhibits and schedules thereto, and as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
the Lenders have agreed to make Loans to, and incur Letter of Credit Obligations
for the benefit of, Borrowers;

          WHEREAS, Pledgor is the record and beneficial owner of the shares of
Stock listed in Part A of SCHEDULE I hereto and the owner of the promissory
notes and instruments listed in Part B of SCHEDULE I hereto;

          WHEREAS, Pledgor benefits from the credit facilities made available to
Borrowers under the Credit Agreement; and

          WHEREAS, in order to induce Agent and Lenders to make the Loans and to
incur the Letter of Credit Obligations as provided for in the Credit Agreement,
Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance
herewith.

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce Lenders to make Loans and to incur Letter of
Credit Obligations under the Credit Agreement, it is agreed as follows:

          1.   DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined, and the following shall
have (unless otherwise provided elsewhere in this Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

          "BANKRUPTCY CODE" means title 11, United States Code, as amended from
time to time, and any successor statute thereto.

          "PLEDGED COLLATERAL" has the meaning assigned to such term in
SECTION 2 hereof.

          "PLEDGED ENTITY" means an issuer of Pledged Equity or Pledged
Indebtedness.

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          "PLEDGED EQUITY" means those equity interests listed on Part A of
SCHEDULE I hereto.

          "PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory
notes and instruments listed on Part B of SCHEDULE I hereto.

          "SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
3 hereof.

          2.   PLEDGE. Pledgor hereby pledges to Agent, and grants to Agent for
itself and the benefit of Lenders, a first priority security interest in all of
the following (collectively, the "Pledged Collateral"):

               (a)  the Pledged Equity and the certificates representing the
          Pledged Equity, and all dividends, distributions, cash, instruments
          and other property or proceeds from time to time received, receivable
          or otherwise distributed in respect of or in exchange for any or all
          of the Pledged Equity; and

               (b)  such portion, as determined by Agent as provided in SECTION
          6(d) below, of any additional equity interests of a Pledged Entity of
          any other Person from time to time acquired by Pledgor in any manner
          (which equity interests shall be deemed to be part of the Pledged
          Equity), and the certificates representing such additional equity
          interests, and all dividends, distributions, cash, instruments and
          other property or proceeds from time to time received, receivable or
          otherwise distributed in respect of or in exchange for any or all of
          such equity interests; and

               (c)  the Pledged Indebtedness and the promissory notes or
          instruments evidencing the Pledged Indebtedness, and all interest,
          cash, instruments and other property and assets from time to time
          received, receivable or otherwise distributed in respect of the
          Pledged Indebtedness; and

               (d)  all additional Indebtedness arising after the date hereof
          and owing to Pledgor and evidenced by promissory notes or other
          instruments, together with such promissory notes and instruments, and
          all interest, cash, instruments and other property and assets from
          time to time received, receivable or otherwise distributed in respect
          of that Pledged Indebtedness.

          3.   SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of all
Obligations of any kind under or in connection with the Credit Agreement and the
other Loan Documents and all obligations of Pledgor now or hereafter existing
under this Agreement including, without limitation, all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "Secured Obligations").

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          4.   DELIVERY OF PLEDGED COLLATERAL. All certificates and all
promissory notes and instruments evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of Agent, for itself and the benefit of
Lenders, pursuant hereto. All Pledged Equity shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Agent and all promissory notes or other instruments
evidencing the Pledged Indebtedness shall be endorsed by Pledgor to Agent in
form and substance satisfactory to Agent.

          5.   REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants
to Agent that:

               (a)  Pledgor is, and at the time of delivery of the Pledged
          Equity to Agent will be, the sole holder of record and the sole
          beneficial owner of such Pledged Collateral pledged by Pledgor free
          and clear of any Lien thereon or affecting the title thereto, except
          for any Lien created by this Agreement; Pledgor is and at the time of
          delivery of the Pledged Indebtedness to Agent will be, the sole owner
          of such Pledged Collateral free and clear of any Lien thereon or
          affecting title thereto, except for any Lien created by this
          Agreement;

               (b)  All of the Pledged Equity has been duly authorized, validly
          issued and are fully paid and non-assessable; the Pledged Indebtedness
          has been duly authorized, authenticated or issued and delivered by,
          and is the legal, valid and binding obligations of, the Pledged
          Entities, and no such Pledged Entity is in default thereunder;

               (c)  Pledgor has the right and requisite authority to pledge,
          assign, transfer, deliver, deposit and set over the Pledged Collateral
          pledged by Pledgor to Agent as provided herein;

               (d)  None of the Pledged Equity or Pledged Indebtedness has been
          issued or transferred in violation of the securities registration,
          securities disclosure or similar laws of any jurisdiction to which
          such issuance or transfer may be subject;

               (e)  All of the Pledged Equity is presently owned by Pledgor, and
          are presently represented by the certificates listed on Part A of
          SCHEDULE I hereto. As of the date hereof, there are no existing
          options, warrants or calls relating to the Pledged Equity;

               (f)  No consent, approval, authorization or other order or other
          action by, and no notice to or filing with, any Governmental Authority
          or any other Person is required (i) for the pledge by Pledgor of the
          Pledged Collateral pursuant to this Agreement or for the execution,
          delivery or performance of this Agreement by Pledgor, or (ii) for the
          exercise by Agent of the voting or

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          other rights provided for in this Agreement or the remedies in respect
          of the Pledged Collateral pursuant to this Agreement, except as may be
          required in connection with such disposition by laws affecting the
          offering and sale of securities generally;

               (g)  The pledge, assignment and delivery of the Pledged
          Collateral pursuant to this Agreement will create a valid first
          priority Lien on and a first priority perfected security interest in
          favor of the Agent for the benefit of Agent and Lenders in the Pledged
          Collateral and the proceeds thereof, securing the payment of the
          Secured Obligations, subject to no other Lien;

               (h)  This Agreement has been duly authorized, executed and
          delivered by Pledgor and constitutes a legal, valid and binding
          obligation of Pledgor enforceable against Pledgor in accordance with
          its terms, except as enforceability is limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          relating to or affecting generally the enforcement of creditor's
          rights and except to the extent availability of the remedy of specific
          performance or injunctive relief and other equitable remedies are
          subject to the discretion of the court before which any proceeding
          therefore may be brought;

               (i)  Part A of Schedule I completely and accurately sets forth
          the number of shares of each Pledged Entity held by the Pledgor as of
          the Closing Date. The Pledged Equity held by Pledgor constitutes the
          percentage of the issued and outstanding equity of the Pledged
          Entities set forth on Part A of Schedule I; and

               (j)  Except as disclosed on Part C of SCHEDULE I, none of the
          Pledged Indebtedness is subordinated in right of payment to other
          Indebtedness (except for the Secured Obligations) or subject to the
          terms of an indenture.

          The representations and warranties set forth in this SECTION 5 shall
survive the execution and delivery of this Agreement.

          6.   COVENANTS. Pledgor covenants and agrees that until the
Termination Date:

               (a)  Without the prior written consent of Agent, Pledgor will not
          sell, assign, transfer, pledge, or otherwise encumber any of its
          rights in or to the Pledged Collateral, or any unpaid dividends,
          interest or other distributions or payments with respect to the
          Pledged Collateral or grant a Lien in the Pledged Collateral, in each
          case, unless otherwise expressly permitted by the Credit Agreement;

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               (b)  Pledgor will, at its expense, promptly execute, acknowledge
          and deliver all such instruments and take all such actions that may be
          reasonably necessary or that Agent from time to time may reasonably
          request in writing in order to ensure to Agent and Lenders the
          benefits of the Liens in and to the Pledged Collateral intended to be
          created by this Agreement, including the filing of any necessary Code
          financing statements, which may be filed by Agent with or without the
          signature or further approval of Pledgor, and will cooperate with
          Agent, at Pledgor's expense, in obtaining all necessary approvals and
          making all necessary filings under federal, state, local or foreign
          law in connection with such Liens or any sale or transfer of the
          Pledged Collateral;

               (c)  Pledgor has and will defend the title to the Pledged
          Collateral and the Liens of Agent in the Pledged Collateral against
          the claim of any Person and will maintain and preserve such Liens; and

               (d)  Pledgor will, upon obtaining ownership of any additional
          Stock or promissory notes or instruments of a Pledged Entity or any
          other Person or Stock or promissory notes or instruments otherwise
          required to be pledged to Agent pursuant to any of the Loan Documents,
          which Stock, notes or instruments are not already Pledged Collateral,
          promptly (and in any event within three (3) Business Days) deliver to
          Agent a Pledge Amendment, duly executed by Pledgor, in substantially
          the form of SCHEDULE II hereto (a "Pledge Amendment") in respect of
          any such additional equity interests, notes or instruments, pursuant
          to which Pledgor shall pledge to Agent all of such additional Stock,
          notes and instruments. Pledgor hereby authorizes Agent to attach each
          Pledge Amendment to this Agreement and agrees that all Pledged Equity
          and Pledged Indebtedness listed on any Pledge Amendment delivered to
          Agent shall for all purposes hereunder be considered Pledged
          Collateral.

          7.   PLEDGOR'S RIGHTS. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgor in accordance with SECTION 8(a) hereof:

               (a)  Pledgor shall have the right, at any time and from time to
          time, to exercise any and all voting and other consensual rights with
          respect to the Pledged Collateral, or any part thereof for all
          purposes not inconsistent with the provisions of this Agreement, the
          Credit Agreement or any other Loan Document; PROVIDED, HOWEVER, that
          no vote shall be cast, and no consent shall be given or action taken,
          which would have a material adverse effect on the value of the Pledged
          Collateral or which would authorize, effect or consent to (in each
          case, unless and to the extent expressly permitted by the Credit
          Agreement):

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                         (i)    the dissolution or liquidation, in whole or in
               part, of a Pledged Entity;

                         (ii)   the consolidation or merger of a Pledged Entity
               with any other Person;

                         (iii)  the sale, disposition or encumbrance of all or
               substantially all of the assets of a Pledged Entity, except for
               Liens in favor of Agent;

                         (iv)   any change in the authorized number of equity
               interests, the stated capital or the authorized capital of a
               Pledged Entity or the issuance of any additional equity
               interests; or

                         (v)    the alteration of the voting rights with respect
               to the equity interests of a Pledged Entity; and

               (b)  (i)  Pledgor shall be entitled, at any time and from time to
          time, to collect and receive for its own use all cash dividends and
          interest paid in respect of the Pledged Equity and Pledged
          Indebtedness to the extent not in violation of the Credit Agreement
          OTHER THAN any and all: (A) dividends and interest paid or payable
          other than in cash in respect of any Pledged Collateral, and
          instruments and other property received, receivable or otherwise
          distributed in respect of, or in exchange for, any Pledged Collateral;
          (B) dividends and other distributions paid or payable in cash in
          respect of any Pledged Equity in connection with a partial or total
          liquidation or dissolution or in connection with a reduction of
          capital, capital surplus or paid-in capital of a Pledged Entity; and
          (C) cash paid, payable or otherwise distributed, in respect of
          principal of, or in redemption of, or in exchange for, any Pledged
          Collateral; PROVIDED, HOWEVER, that until actually paid all rights to
          such distributions shall remain subject to the Lien created by this
          Agreement; and

                    (ii) all dividends and interest (other than such cash
          dividends and interest as are permitted to be paid to Pledgor in
          accordance with CLAUSE (i) above) and all other distributions in
          respect of any of the Pledged Equity or Pledged Indebtedness, whenever
          paid or made, shall be delivered to Agent to hold as Pledged
          Collateral and shall, if received by Pledgor, be received in trust for
          the benefit of Agent, be segregated from the other property or funds
          of Pledgor, and be forthwith delivered to Agent as Pledged Collateral
          in the same form as so received (with any necessary indorsement).

          8.   DEFAULTS AND REMEDIES; PROXY.

               (a)  Upon the occurrence of an Event of Default and during the
          continuation of such Event of Default, and concurrently with written
          notice to Pledgor, Agent (personally or through an agent) is hereby
          authorized and

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          empowered to transfer and register in its name or in the name of its
          nominee the whole or any part of the Pledged Collateral, to exchange
          certificates or instruments representing or evidencing Pledged
          Collateral for certificates or instruments of smaller or larger
          denominations, to exercise the voting and all other rights as a holder
          with respect thereto, to collect and receive all cash dividends,
          interest, principal and other distributions made thereon, to sell in
          one or more sales after ten (10) days' notice of the time and place of
          any public sale or of the time at which a private sale is to take
          place (which notice Pledgor agrees is commercially reasonable) the
          whole or any part of the Pledged Collateral and to otherwise act with
          respect to the Pledged Collateral as though Agent was the outright
          owner thereof. Any sale shall be made at a public or private sale at
          Agent's place of business, or at any place to be named in the notice
          of sale, either for cash or upon credit or for future delivery at such
          price as Agent may deem commercially reasonable, and Agent may be the
          purchaser of the whole or any part of the Pledged Collateral so sold
          and hold the same thereafter in its own right free from any claim of
          Pledgor or any right of redemption. Each sale shall be made to the
          highest bidder, but Agent reserves the right to reject any and all
          bids at such sale, which in its discretion, it shall deem inadequate.
          Demands of performance, except as otherwise herein specifically
          provided for, notices of sale, advertisements and the presence of
          property at sale are hereby waived and any sale hereunder may be
          conducted by an auctioneer or any officer or agent of Agent. PLEDGOR
          HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND
          ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
          INCLUDING THE RIGHT TO VOTE THE PLEDGED EQUITY, WITH FULL POWER OF
          SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND
          ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE
          UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE
          PLEDGED EQUITY, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT
          SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
          PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY WOULD
          BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
          EQUITY HOLDERS, CALLING SPECIAL MEETINGS OF EQUITY HOLDERS AND VOTING
          AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
          WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY
          PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
          PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY OR ANY OFFICER OR
          AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.
          NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO
          EXERCISE ANY SUCH

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          RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE
          TO DO SO OR FOR ANY DELAY IN DOING SO.

               (b)  If, at the original time or times appointed for the sale of
          the whole or any part of the Pledged Collateral, the highest bid, if
          there be but one sale, shall be inadequate to discharge in full all
          the Secured Obligations, or if the Pledged Collateral be offered for
          sale in lots, if at any of such sales, the highest bid for the lot
          offered for sale would indicate to Agent, in its discretion, that the
          proceeds of the sales of the whole of the Pledged Collateral would be
          unlikely to be sufficient to discharge all the Secured Obligations,
          Agent may, on one or more occasions and in its discretion, postpone
          any of said sales by public announcement at the time of sale or the
          time of previous postponement of sale, and no other notice of such
          postponement or postponements of sale need be given, any other notice
          being hereby waived; PROVIDED, HOWEVER, that any sale or sales made
          after such postponement shall be after ten (10) days' notice to
          Pledgor.

               (c)  If at any time when Agent shall determine to exercise its
          right to sell the whole or any part of the Pledged Collateral
          hereunder, such Pledged Collateral or the part thereof to be sold
          shall not, for any reason whatsoever, be effectively registered under
          the Securities Act of 1933, as amended (or any similar statute then in
          effect) (the "Act"), Agent may, in its discretion (subject only to
          applicable requirements of law), sell such Pledged Collateral or part
          thereof by private sale in such manner and under such circumstances as
          Agent may deem necessary or advisable, but subject to the other
          requirements of this SECTION 8, and shall not be required to effect
          such registration or to cause the same to be effected. Without
          limiting the generality of the foregoing, in any such event, Agent in
          its discretion (x) may, in accordance with applicable securities laws,
          proceed to make such private sale notwithstanding that a registration
          statement for the purpose of registering such Pledged Collateral or
          part thereof could be or shall have been filed under said Act (or
          similar statute), (y) may approach and negotiate with a single
          possible purchaser to effect such sale, and (z) may restrict such sale
          to a purchaser who is an accredited investor under the Act and who
          will represent and agree that such purchaser is purchasing for its own
          account, for investment and not with a view to the distribution or
          sale of such Pledged Collateral or any part thereof. In addition to a
          private sale as provided above in this SECTION 8, if any of the
          Pledged Collateral shall not be freely distributable to the public
          without registration under the Act (or similar statute) at the time of
          any proposed sale pursuant to this SECTION 8, then Agent shall not be
          required to effect such registration or cause the same to be effected
          but, in its discretion (subject only to applicable requirements of
          law), may require that any sale hereunder (including a sale at
          auction) be conducted subject to restrictions:

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                         (i)    as to the financial sophistication and ability
               of any Person permitted to bid or purchase at any such sale;

                         (ii)   as to the content of legends to be placed upon
               any certificates representing the Pledged Collateral sold in such
               sale, including restrictions on future transfer thereof;

                         (iii)  as to the representations required to be made by
               each Person bidding or purchasing at such sale relating to that
               Person's access to financial information about Pledgor and such
               Person's intentions as to the holding of the Pledged Collateral
               so sold for investment for its own account and not with a view to
               the distribution thereof; and

                         (iv)   as to such other matters as Agent may, in its
               discretion, deem necessary or appropriate in order that such sale
               (notwithstanding any failure so to register) may be effected in
               compliance with the Bankruptcy Code and other laws affecting the
               enforcement of creditors' rights and the Act and all applicable
               state securities laws.

               (d)  Pledgor recognizes that Agent may be unable to effect a
          public sale of any or all the Pledged Collateral and may be compelled
          to resort to one or more private sales thereof in accordance with
          CLAUSE (e) above. Pledgor also acknowledges that any such private sale
          may result in prices and other terms less favorable to the seller than
          if such sale were a public sale and, notwithstanding such
          circumstances, agrees that any such private sale shall not be deemed
          to have been made in a commercially unreasonable manner solely by
          virtue of such sale being private. Agent shall be under no obligation
          to delay a sale of any of the Pledged Collateral for the period of
          time necessary to permit the Pledged Entity to register such
          securities for public sale under the Act, or under applicable state
          securities laws, even if Pledgor and the Pledged Entity would agree to
          do so.

               (e)  Pledgor agrees to the maximum extent permitted by applicable
          law that following the occurrence and during the continuance of an
          Event of Default it will not at any time plead, claim or take the
          benefit of any appraisal, valuation, stay, extension, moratorium or
          redemption law now or hereafter in force in order to prevent or delay
          the enforcement of this Agreement, or the absolute sale of the whole
          or any part of the Pledged Collateral or the possession thereof by any
          purchaser at any sale hereunder, and Pledgor waives the benefit of all
          such laws to the extent it lawfully may do so. Pledgor agrees that it
          will not interfere with any right, power and remedy of Agent provided
          for in this Agreement or now or hereafter existing at law or in equity
          or by statute or otherwise, or the exercise or beginning of the
          exercise by Agent of

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          any one or more of such rights, powers or remedies. No failure or
          delay on the part of Agent to exercise any such right, power or remedy
          and no notice or demand which may be given to or made upon Pledgor by
          Agent with respect to any such remedies shall operate as a waiver
          thereof, or limit or impair Agent's right to take any action or to
          exercise any power or remedy hereunder, without notice or demand, or
          prejudice its rights as against Pledgor in any respect.

          9.   WAIVER. No delay on Agent's part in exercising any power of sale,
Lien, option or other right hereunder, and no notice or demand which may be
given to or made upon Pledgor by Agent with respect to any power of sale, Lien,
option or other right hereunder, shall constitute a waiver thereof, or limit or
impair Agent's right to take any action or to exercise any power of sale, Lien,
option, or any other right hereunder, without notice or demand, or prejudice
Agent's rights as against Pledgor in any respect.

          10.  ASSIGNMENT. Agent may assign, indorse or transfer any instrument
evidencing all or any part of the Secured Obligations as provided in, and in
accordance with, the Credit Agreement, and the holder of such instrument shall
be entitled to the benefits of this Agreement.

          11.  TERMINATION. Immediately following the Termination Date, in
accordance with the terms of Section 9.20 of the Credit Agreement, Agent shall
deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject
to this Agreement and not previously disposed of in accordance with this
Agreement and all instruments of assignment executed in connection therewith,
free and clear of the Liens hereof and, except as otherwise provided herein, all
of Pledgor' s obligations hereunder shall at such time terminate.

          12.  LIEN ABSOLUTE. All rights of Agent hereunder, and all obligations
of Pledgor hereunder, shall be absolute and unconditional irrespective of:

               (a)  any lack of validity or enforceability of the Credit
          Agreement, any other Loan Document or any other agreement or
          instrument governing or evidencing any Secured Obligations;

               (b)  any change in the time, manner or place of payment of, or in
          any other term of, all or any part of the Secured Obligations, or any
          other amendment or waiver of or any consent to any departure from the
          Credit Agreement, any other Loan Document or any other agreement or
          instrument governing or evidencing any Secured Obligations;

               (c)  any exchange, release or non-perfection of any other
          Collateral, or any release or amendment or waiver of or consent to
          departure from any guaranty, for all or any of the Secured
          Obligations;

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               (d)  the insolvency of any Credit Party; or

               (e)  any other circumstance which might otherwise constitute a
          defense available to, or a discharge of, Pledgor.

          13.  RELEASE. Pledgor consents and agrees that Agent may at any time,
or from time to time, in accordance with the terms of the Credit Agreement:

               (a)  renew, extend or change the time of payment, and/or the
          manner, place or terms of payment of all or any part of the Secured
          Obligations; and

               (b)  exchange, release and/or surrender all or any of the
          Collateral (including the Pledged Collateral), or any part thereof, by
          whomsoever deposited, which is now or may hereafter be held by Agent
          in connection with all or any of the Secured Obligations; all in such
          manner and upon such terms as Agent may deem proper, and without
          notice to or further assent from Pledgor, it being hereby agreed that
          Pledgor shall be and remain bound upon this Agreement, irrespective of
          the value or condition of any of the Collateral, and notwithstanding
          any such change, exchange, settlement, compromise, surrender, release,
          renewal or extension, and notwithstanding also that the Secured
          Obligations may, at any time, exceed the aggregate principal amount
          thereof set forth in the Credit Agreement, or any other agreement
          governing any Secured Obligations. Pledgor hereby waives notice of
          acceptance of this Agreement, and also presentment, demand, protest
          and notice of dishonor of any and all of the Secured Obligations, and
          promptness in commencing suit against any party hereto or liable
          hereon, and in giving any notice to or of making any claim or demand
          hereunder upon Pledgor. No act or omission of any kind on Agent's part
          shall in any event affect or impair this Agreement.

          14.  REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor
or any Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor's or a Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

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          15.  MISCELLANEOUS.

               (a)  Agent may execute any of its duties hereunder by or through
          agents or employees and shall be entitled to advice of counsel
          concerning all matters pertaining to its duties hereunder.

               (b)  Pledgor agrees to promptly reimburse Agent for actual
          out-of-pocket expenses, including without limitation reasonable
          counsel fees, incurred by Agent in connection with the administration
          and enforcement of this Agreement.

               (c)  Neither Agent, nor any of its respective officers,
          directors, employees, agents or counsel shall be liable for any action
          lawfully taken or omitted to be taken by it or them hereunder or in
          connection herewith, except for its or their own gross negligence or
          willful misconduct as finally determined by a court of competent
          jurisdiction.

               (d)  THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
          SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF
          PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
          AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND
          CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
          NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND
          NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
          ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON
          BEHALF OF AGENT AND PLEDGOR.

          16.  SEVERABILITY. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those portions of
this Agreement which are valid.

          17.  NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give or
serve upon any other a communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall be in writing and either shall be delivered in person or sent by
registered or certified mail, return receipt requested, with proper postage
prepaid, or by facsimile transmission and confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided herein:

                                      -12-
<Page>

               (a)  If to Agent, at:

                    General Electric Capital Corporation
                    335 Madison Avenue
                    12th Floor
                    New York, New York 10017
                    Attention: SportRack/Valleybrink Account
                               Officer
                    Facsimile:______________________________

                    with copies to:
                    General Electric Capital Corporation
                    201 High Ridge Road
                    Stamford, Connecticut 06927-5100
                    Attention: Corporate Counsel Commercial
                               Finance-Merchant Banking
                    Facsimile:______________________________

               (b)  If to Pledgor, at:

                    SPORTRACK, LLC
                    ________________________________________
                    ________________________________________
                    Attention:______________________________
                    Facsimile:______________________________

                    with copies to:
                    ________________________________________
                    ________________________________________
                    Attention:______________________________
                    Facsimile:______________________________

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of
a copy by personal delivery or United States Mail as otherwise provided in this
SECTION 17, (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (d) when delivered, if hand-delivered by
messenger. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the

                                      -13-
<Page>

persons designated above to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication.

          18.  SECTION TITLES. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

          19.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.

          20.  BENEFIT OF LENDERS. All security interests granted or
contemplated hereby shall be for the benefit of Agent and Lenders, and all
proceeds or payments realized from the Pledged Collateral in accordance herewith
shall be applied to the Obligations in accordance with the terms of the Credit
Agreement.

                            [SIGNATURE PAGE FOLLOWS.]

                                      -14-
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.

                                        SPORTRACK, LLC

                                        By
                                           ----------------------------------
                                        Name
                                             --------------------------------
                                        Title
                                              -------------------------------


                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as Agent


                                        By
                                           ----------------------------------
                                        Name
                                             --------------------------------
                                        Its Duly Authorized Signatory

                                      -15-