TRADEMARK LICENSE AGREEMENT



                                     BETWEEN

                                SELECT SPORT A/S

                                       AND

                    VARSITY SPIRIT FASHIONS & SUPPLIES, INC.

















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This TRADEMARK  LICENSE AGREEMENT (this  "Agreement") is made as of December 13,
2002, by and between

                                       Select Sport A/S
                                       46 Fabriksparken
                                       2600 Glostrup
                                       Denmark

                                       a Danish limited liability company
                                       (hereinafter "the Licensor")


and

                                       Varsity Spirit Fashions & Supplies, Inc.
                                       6745 Lenox Court
                                       Memphis, TN 38115
                                       USA

                                       an American corporation
                                       (hereinafter "the Licensee")

                   WHEREAS,  the Licensor is the owner of the trademark  "Select
Sport" and the related identifying names and logos as further defined in Exhibit
A hereto (in the future referred to collectively as "the Trademarks").

                   WHEREAS,  the Licensee  desires to obtain from the  Licensor,
and the Licensor is willing to grant to the  Licensee,  the right to utilize the
Trademarks in connection with its business in the United States, its territories
and  possessions  (hereinafter  "Territory"),  at the terms and  subject  to the
conditions set forth in this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

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1. GRANT AND SCOPE OF LICENSE.

1.1 The Licensor  hereby  grants to the  Licensee,  and the Licensee  accepts an
exclusive  license to utilize the Trademarks in connection  with the advertising
(in the  Territory),  manufacture  (anywhere  in the  world)  and  sale  (in the
Territory) of certain sporting products and services ("the Exclusive Products").
The Exclusive Products are defined as:

a) soccer  team  uniforms,  soccer  jerseys,  soccer  shorts,  soccer  socks and
goalkeeper apparel

b) team outerwear meaning tracksuits and fleece tops

c) coaching apparel, including shirts, shorts and jackets

d) other soccer apparel, including T-shirts, shorts, outerwear and fleece

e) accessories meaning sports bags, backpacks, caps, hats and coaches bags.

f) soccer footwear

g) organizing and operating soccer camps and events.

1.2    The Licensor  hereby grants to the Licensee,  and the Licensee  accepts a
       non-exclusive  license to utilize the  Trademarks in connection  with the
       advertising (in the Territory),  manufacture  (anywhere in the world) and
       sale (in the Territory) of certain  sporting  products and services ("the
       non-Exclusive Products").

       The non-Exclusive Products are defined as:

          a.   soccer  balls (only as set forth in specific  Supply and Purchase
               Agreement between Select Sport America, Inc. and the Licensee and
               as approved by the Licensor)
          b.   water  bottles
          c.   ball bags
          d.   ball pumps
          e.   training vests
          f.   shin guards
          g.   goalie gloves.

       Hereinafter Varsity Exclusive Products and Varsity Non-Exclusive Products
       are sometimes referred to in total as "the Products" which term, however,
       does not include soccer balls supplied  according to the above  mentioned
       separate Supply and Purchase Agreement.

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       Balls  supplied  under the Supply and Purchase  Agreement will be Special
       Make Up (SMU) designs, and will carry "non-standard" Select ball graphics
       and names which will be submitted to Licensor for approval, such approval
       not to be unreasonably  withheld. The Licensee's ball collection will not
       exceed six (6)  current  models in any  product  year,  unless  otherwise
       agreed to by Licensee and Licensor. Licensee's designs may not include an
       all-white  model (i.e.  without  graphics).  Licensee's  use of SELECT on
       Licensee's  SMU balls will be  restricted  to an  acknowledgement  on the
       valve  panel,  unless  otherwise  agreed to in  writing by  Licensee  and
       Licensor.

1.3    The Licensee is hereby granted the exclusive  right to sell and advertise
       the ExclusiveProducts in the Territory in all channels of trade except to
       mass merchandisers and warehouse clubs, but including via internet,  when
       to  the   best  of  the   Licensee's   knowledge   the   customer   is  a
       within-the-Territory  customer. The Licensee is granted the right to sell
       and advertise the Non-Exclusive  Products in all channels of trade except
       at retail.

1.4    The  Licensee is aware that the  Licensor  has entered  into an agreement
       with TEE JAYS MFG. CO., INC. regarding the trademark Selec-T according to
       which the Licensor will not adopt,  use or authorize anyone else to adopt
       or use the trademark  Selec-T or any colourable  imitation thereof or any
       mark  similar  thereto in sound,  meaning or  appearance.  The  agreement
       between the Licensor and TEE JAYS MFG.  CO.,  INC. is attached  hereto as
       Exhibit B. The  Licensee,  its agents,  servants,  and  employees,  shall
       respect all  obligations  incurred  upon the  Licensor  according  to the
       attached  agreement.  The Licensee is responsible for complying with said
       agreement  and shall  indemnify  and hold  harmless  the Licensor and its
       officers,  director,  employees  and agents  from and against any and all
       losses,  liabilities,  claims, charges,  actions,  proceedings,  demands,
       judgements,   settlements,   costs  and  expenses   (including,   without
       limitation,  fees and expenses of counsel) which any of them may incur as
       a result of any claim or demand which may be brought  against any of them
       arising  in any  way  out  of  the  non-compliance  by  the  Licensee  of
       obligations under said Agreement.

2. QUALITY

The Licensee  acknowledges  that selling  products which are of inferior quality
can have an adverse  effect on the business  reputation  of the Licensor and the
goodwill  symbolised by the  Trademarks  licensed  hereunder.  Accordingly,  the
Licensee agrees that the nature and quality of all products  offered and/or sold
to the public under the Trademarks through the business of the Licensee shall at
all times be such as to reflect favourably upon the Licensor,  shall be equal to
or better than the quality of products  previously  offered by the  Licensor and
shall respond in good faith to the Licensor's reasonable concerns with regard to
such standards.

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3. QUALITY CONTROL

The  Licensor  has the right to visit the  factory(ies)  used by Licensee at its
cost in order to enable the Licensor to control the quality of the Products.

In order to control the quality the Licensor  shall  approve  reference  samples
before  any  mass  scale  production  is  initiated,  such  approval  not  to be
unreasonably  withheld.  The reference  samples shall be kept with the Licensor.
The Licensor has the right to inspect at any time that manufactured products are
in  accordance  with the  reference  samples.  In the  event  any  sample is not
approved or  disapproved  by Licensor  within seven (7) days from the Licensor's
receipt of the sample, it will be deemed approved.

4. RESERVATION OF RIGHTS

The license granted by this agreement is an exclusive license,  however, nothing
contained  herein  shall  prohibit  the  Licensor  neither  from  licensing  the
Trademarks to one or more parties for use in connection with business related or
unrelated to the business of the Licensee  anywhere outside of the Territory nor
from licensing the Trademarks to one or more parties for use in connection  with
the sale and marketing of other products than the Products within the Territory.
Notwithstanding  the  foregoing,  in  order  to  maintain  the  quality  of  the
trademark,  the Licensor  will not use or sell,  or  authorize  others to use or
sell,  any products  which bear the SELECT mark to be sold to mass  merchants or
warehouse  clubs in the Territory.  The Licensee  disclaims any right to use the
Trademarks  in any way not in  accordance  with the  express  grants in Clause 1
above.  Notwithstanding  the  foregoing,  in the  event any  additional  product
categories  become  available  for  license  or  distribution  in the  Territory
including the non-Exclusive  Products herein, then the Licensee shall be granted
an exclusive sixty (60) day right of first negotiation for such rights. Licensee
however  accept that this exclusive  sixty (60) days right of first  negotiation
does not  include  negotiation  of  buying  partly  or all  shares  owned by the
Licensor  in  Select  Sport  America  Inc.,   the  company  having  the  present
distribution rights for Select balls in USA.




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5. ASSIGNMENTS

a.     The Licensee may not assign or  sublicense  to any third party any of the
rights granted to it under this Agreement  without the prior written  consent of
the  Licensor,  except when said  assignment  is part of the sale of the overall
business of Licensee.  In the event that such sale is to a direct  competitor of
Licensor,  Licensor  and/or  Licensee  shall  have the right to  terminate  this
Agreement  with a written  notice of thirty  (30) days.  Upon such  termination,
royalties  will remain due for the calendar year quarter whence such thirty (30)
day  notice was sent.  Notwithstanding  the  foregoing,  it is  recognized  that
authorized  manufacturers  of Licensee shall not be considered  sublicensees but
nevertheless  will be  allowed to apply the  Trademarks  to the  Products  under
Licensee's direction.

b.     Licensee  shall be notified  within  sixty (60) days before any change of
control of Licensor  and  Licensee  shall have the option,  before the change of
control,  to extend this  Agreement  for a period of no less than five (5) years
beyond the  change-of-control  date, on projected sales volumes  consistent with
Clause 11 below.

6. NOTICE TO THE PUBLIC

All products  offered by the Licensee in the course of business  hereunder shall
be marked, labelled,  packaged,  advertised,  distributed and sold in accordance
with  this  Agreement,  in  accordance  with  all  applicable  laws,  rules  and
regulations in the territory and in such a manner as will not tend to mislead or
deceive the public. At the request of the Licensor,  the Licensee shall cause to
be placed in  conjunction  with the placement of the Trademarks on all materials
used  in  connection  with  the  business  and  made  available  to the  public,
appropriate notice which shall read substantially as follows:

                 "Manufactured under license from Select Sport A/S."

The actual wording and manner of  presentation  of said notice shall be mutually
agreed to by the Licensee and Licensor,  being sensitive to the aesthetic appeal
of the product.

7. ACKNOWLEDGEMENTS OF THE LICENSEE

The Licensee hereby agrees and acknowledges as follows:

a)     The Licensor is the sole and exclusive  owner of the  Trademarks  and has
       the right to license the goods and services as set forth herein.  Neither
       the  Licensee  nor any parent,  subsidiary  or  affiliate of the Licensee
       shall  (i) do any act  which  may in any way  impair  the  rights  of the

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       Licensor in and to the Trademarks, (ii) acquire or claim any right, title
       or interest in or to the  Trademarks  together with the goodwill  related
       thereto by virtue of the license  granted to Licensee  hereunder  or as a
       result of Licensee's use of the  Trademarks as  contemplated  hereby,  or
       (III) in any way challenge  the validity of the  Trademarks or Licensor's
       ownership  thereof  both  during the  continuance  of the  Agreement  and
       thereafter.  All use of the Trademarks  shall inure solely to the benefit
       of the Licensor.

b)     The  Licensee  shall not use or  register  or  attempt  to  register  any
       trademark  or  designation  which  may be in the  sole  judgement  of the
       Licensor,  the same or confusingly similar to the Trademarks,  including,
       without limitation, any translation or transliteration of the trademarks.

c)     The Licensee  shall use the Trademarks in the style,  design,  manner and
       form shown in Exhibit A which is attached  hereto and the Licensee  shall
       not,  without  the  prior  written  consent  of  the  Licensor,  use  any
       Trademarks  or portion  thereof  (i) in a form  other than that  attached
       hereto as Exhibit A, (ii) as a  corporate  name,  trade name or any other
       designation  used by it to identify  its business on any sign or business
       document   (including,   without  limitation,   order  forms,   invoices,
       stationary  and  labels),  or (iii) in any manner other than as permitted
       under this Agreement.  If the Licensee desires to use the Trademarks in a
       style,  design,  manner or form  other  than that shown in Exhibit A, the
       Licensee shall first suggest the new use to the Licensor and obtain prior
       written  consent to use same (which consent shall be provided at the sole
       discretion of the Licensor).  Notwithstanding the foregoing, it is agreed
       that Licensee may use and register in its own name a domain name approved
       in writing in advance by Licensor,  incorporating  the word  "Select" and
       link such website to its  varsity.com  or other website of Licensee.  The
       right to use or maintain the domain name shall be co-terminous  with this
       Agreement.

d)     The Licensee  agrees that all uses of the name and  reproductions  of the
       logo  shown  in  Exhibit  A will be  accompanied  by the  symbol " R " or
       "(TM)", as designated from time to time by the Licensor.

e)     The  Licensee  agrees  to  adopt  as soon as  practical  from a  business
       standpoint,  and  within  no more than six (6)  months  from  receipt  of
       written notice,  any changes in the style,  design or forms and manner of
       use of the Trademarks as may be required by the Licensor.




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8.     INFRINGEMENT

8.1    Identification of infringement

       Licensee shall  promptly  notify the Licensor of any instance which comes
       to the Licensee's attention of possible infringement, illegal use, misuse
       or  misappropriation  of any of the Licensor's  rights to the Trademarks.
       The Licensee shall promptly co-operate with the Licensor and provide such
       assistance as shall be requested by the Licensor,  at Licensor's cost, in
       all respects in  identifying  instances of possible  infringement  of any
       right of the Licensor.

8.2    Prosecution of infringement actions

       The Licensor  may,  but shall have no  obligation  to, sue third  parties
       alleged by the Licensee to be  infringing  the  trademarks.  The Licensee
       shall undertake no action to protest or remedy such infringement  without
       the prior written  consent of the Licensor.  In any action brought by the
       Licensor,  (i) the Licensor shall retain full control thereof,  including
       the settlement or other disposition of the action,  and (ii) any recovery
       shall be for the account of the  Licensor.  The  Licensee  shall,  at the
       Licensee's  own expense,  lend such  co-operation  and  assistance to the
       Licensor in the  prosecution  of such  infringement  suit as the Licensor
       shall  reasonably  request,  provided,  however,  that the Licensor shall
       reimburse the Licensee for the reasonable out-of-pocket expenses incurred
       by the Licensee in providing such co-operation and assistance  whether or
       not the Licensor is successful in any such action. If the Licensor elects
       not to bring an action,  the  Licensee may bring such an action on behalf
       of the Licensor upon receipt of prior  written  consent from the Licensor
       and  at the  Licensee's  sole  expense.  In  such  event,  Licensor  will
       cooperate  and  assist to the extent  necessary,  and  Licensee  shall be
       reimbursed  for  its  expenses   including  legal  fees  and  expert  and
       investigator  fees,  if any,  from any  recovery,  the remainder of which
       would be paid to Licensor.

9. COMPLIANCE WITH LAWS AND INDEMNITY

9.1    Compliance with laws

       The Licensee  represents  and warrants to the Licensor  that the Licensee
       shall comply with any and all applicable  laws, rules and regulations and
       any applicable safety standards in the Licensee's  exercise of its rights
       under this Agreement,





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9.2    Child labour etc.

       The Licensee  represents  and warrants to the Licensor that the Licensee,
       including any  subcontractor  or supplier to the Licensee,  shall refrain
       from  using  child  labour in the  manufacture  of  products  under  this
       Agreement or in any other way in connection with the Licensee's  exercise
       of its rights under this  Agreement,  irrespective  of whether the use of
       child labour is or is not in compliance  with the laws and regulations of
       the country of manufacture.

       The above  representation  and warranty shall also cover other conditions
       which may be considered  unacceptable  or give rise to criticism  from an
       ethical or moral point of view,  including,  but not limited to, inhumane
       working conditions.

       If there is doubt as to whether certain conditions may be unacceptable or
       subject to criticism from an ethical or moral point of view, the Licensee
       shall consult with the Licensor prior to initiating any action which will
       involve such conditions.

9.3    Indemnity

       The  Licensee  assumes  full  responsibility  for the conduct of business
       under this  Agreement and shall  indemnify and hold harmless the Licensor
       and its officers, director, employees and agents from and against any and
       all losses, liabilities, claims, charges, actions, proceedings,  demands,
       judgements,   settlements,   costs  and  expenses   (including,   without
       limitation,  fees and expenses of counsel) which any of them may incur as
       a result of any claim or demand which may be brought  against any of them
       arising  in any way out of the  exercise  by the  Licensee  of its rights
       under this Agreement,  including, without limitation, claims alleging (i)
       negligence  in  connection  with the business of the  Licensee,  (ii) the
       infringement  by the  Licensee  of any  patent,  process,  trade  secret,
       copyright  or  trademark  (other  than  claims  directly  relating to the
       Licensee's  authorized use of the Trademarks  licensed hereby),  or (iii)
       any  design,  manufacturing,  handling or other  defects or any  inherent
       danger  in  the  conduct  of  the  Licensee's  business.  The  Licensee's
       obligations  to  indemnify  the Licensor  pursuant to this section  shall
       survive any termination of the Agreement.

       With respect to any claim by a third party relating to the Licensee's use
       of  the   Trademarks   licensed   herein,   the  Licensor   assumes  full
       responsibility for the conduct of business under this Agreement and shall
       indemnify  and hold  harmless the Licensee  and its  officers,  director,
       employees  and agents from and  against any and all losses,  liabilities,
       claims, charges, actions, proceedings, demands, judgements,  settlements,
       costs and expenses (including,  without limitation,  fees and expenses of
       counsel)  which  any of them may incur as a result of any claim or demand
       which may be brought  against  any of them  arising in any way out of the
       exercise by the Licensee of its rights under this Agreement.


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9.4    Insurance

       The Licensee shall carry and maintain at its own cost and expense, with a
       responsible  insurance  carrier  acceptable  to  the  Licensor,   product
       liability,  advertising  claims and  general  liability  insurance  in an
       amount not less that $  1,000,000  per claim or suit at all times  during
       which the  Trademarks  are being used in connection  with the  Licensee's
       business,  and shall name the Licensor as an additional  named insured on
       each such policy. Such coverage shall apply no matter when any such claim
       or suit is asserted,  and by its terms may not be  terminated or modified
       without  at least 20 days  prior  written  notice to the  Licensor.  This
       insurance  may be obtained by the Licensee in  conjunction  with a policy
       which  covers  business  other  than  business  in  connection  with this
       agreement.  The Licensee shall from time to time upon reasonable  request
       by the Licensor,  promptly furnish to the Licensor evidence,  in form and
       substance  satisfactory  to  the  Licensor,  of  the  maintenance  of the
       insurance,   including,   without   limitation,   copies   of   policies,
       certificates of insurance (with applicable  riders and  endorsements) and
       proof of premium  payments.  An indemnified  party shall provide  written
       notice of any claim  hereunder,  and the Licensee (or its insurer)  shall
       have the option to undertake the defence of such claim.

9.5    Warranty

       In no event shall the Licensor be liable to the Licensee for any damages,
       whether direct or indirect, consequential or otherwise, arising out of or
       in connection  with this  Agreement or the goods or services  bearing the
       Trademarks  or any similar  mark either  during or after the term of this
       Agreement,

       a.  except as set forth in 9.3, and

       b.  except for  unwarranted  termination  according to Clause 15 below in
           which event the common Danish rules relating to damages for breach of
           contract shall apply.

10. EFFECTIVE DATE

This  Agreement  shall  become  effective on the date of execution by the second
party.

The  Agreement  will  terminate on December  31,  2005,  unless the parties have
agreed to prolong the Agreement.

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The Licensee has an option to extend the Agreement for a further period of up to
five (5) years beyond  December  31,  2005,  if the Licensee has not at any time
during  the  lifetime  of the  Agreement  been in  material  default.  Notice of
prolongation  must be given to the  Licensor  not later than June 1,  2005,  and
state the period of extension.  If the Licensee chooses not to extend for a full
period of five years,  the  Licensee  will not at a later time be able to extend
the Agreement for the full period of five years.

In the notice of extension  Licensee  will commit to a minimum  sales target for
the  succeeding  years.  The sales target must not be below the projected  sales
stated in Clause 11 below.

11. PROJECTED SALE

As from the year 2003 and until 31 December  2010 the Licensee  projects to sell
for the following amounts:

2003:            $    500,000
2004:            $  1,000,000
2205:            $  2,000,000
2006:            $  3,000,000
2007:            $  4,000,000
2008:            $  5,000,000
2009:            $  6,000,000
2010:            $  7,000,000

The projected  sales amount is calculated on basis of the net invoiced  sales of
the Products exclusive of all government levies and other duties.

12. PAYMENT

By way of lump sum payment in  consideration  for entering  this  Agreement  the
Licensee pays at the time of signature of this  Agreement an amount of $ 250,000
to the Licensor to be held in trust by Licensor's  attorneys until the Agreement
is signed by Licensor. In the event of non-execution by Licensor the amount of $
250,000 will be refunded to Licensee.

Furthermore,  the Licensee  shall pay to the Licensor a royalty of 4 per cent on
the net invoiced retail sales.

"NET INVOICED SALES" means the gross invoice price of the Products sold, shipped
or otherwise disposed of by Licensee, less deductions for:

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                                       12

a)     where shown on the invoice,  freight  costs,  and taxes which are paid to
       any governmental authority in respect to the supply of the Products;

b)     credits and allowances given for returned or defective Products;

c)     where  shown on the  invoice,  allowances,  quantity  or other  discounts
       actually granted,  or chargebacks;

d)     sales of  Products  to the  Select US ball  distributor  for their use in
       brand promotional activities.

For the sake of clarity,  Products  that are provided Free of Charge by Licensee
for promotional,  sales or marketing purposes are not subject to Royalty.  Also,
Select soccer balls purchased from the Select ball  distributor,  or from Select
Sport A/S are not subject to Royalty.

If the annual sales exceed $ 10,000,000,  the  incremental  royalty rate will be
reduced to 3 per cent on sales above $  10,000,000,  but with 4 per cent up to $
10,000,000.

Even if the Licensee  does not sell the amount of products  envisaged  above the
Licensee shall still pay a minimum royalty based on 75 per cent of the projected
royalties  meaning  that  the  Licensee  for  each of the  years  shall  pay the
following minimum royalty fees irrespective of actual sales:

2003:                                     $  15,000
2004:                                     $  30,000
2005:                                     $  60,000
2006:                                     $  90,000
2007:                                     $ 120,000
2008:                                     $ 150,000
2009:                                     $ 180,000
2010:                                     $ 210,000

Payment of the minimum  royalty fee must be effected each year in four (4) equal
instalments by the end of each quarter,  i.e.  March 31, June 30,  September 30,
and December 31. No later than 60 days after the end of each calendar  year, the
Licensee  will  provide to the Licensor a statement  prepared by the  Licensee's
certified  public  accountant  documenting  the sales for the previous  calendar
year. The annual royalty fee based on this statement - with the deduction of the
already paid minimum royalty fees - must be paid at time of presentation of this
statement.

The Licensor has the right to let its own certified public  accountant check the
statement  from the  Licensee.  The Licensee is obliged to give the Licensor all
requested information in order to calculate the royalty amount.

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                                       13

In the event that  royalties  are not paid  within 60 days  after each  calendar
year,  the Licensee shall pay interests with 1.5 per cent per month from the due
date and until  payment  takes  place.  The  royalty  must be paid  without  any
deduction for taxes of whatever kind.

13. SPORT BALLS

It is  understood  that Sport Balls for sale by Licensee in the Territory are to
be purchased from the then-current U.S.  distributor thereof, if any. If for any
reason  the  then-current   distributor  cannot  deliver  such  balls  within  a
reasonable  time,  then Licensee  may, with the approval of Licensor,  not to be
unreasonably withheld, arrange for manufacture and purchase of the balls bearing
the Trademarks either directly from the then-current distributor's source or, if
not  available,  then  elsewhere  (subject to the further terms of any agreement
between Licensee and the then-current distributor, if any).

14. FORCE MAJEURE

14.1    The  obligations  under this Agreement  shall be subject to Acts of God,
        wars,  whether declared or not, riots,  civil commotions acts, orders or
        requests of any government or local authority,  strike, lock-outs, fire,
        lacking or deficient  supply of raw material,  accidents in manufacture,
        or any other cause beyond the control of the parties.

14.2    If either  party under this  Agreement  is  prevented  or delayed in the
        performance of any of its obligations under this Agreement by such force
        majeure  events,  and if such party gives written  notice thereof to the
        other party specifying the matters constituting force majeure,  together
        with such evidence as it reasonably  can give and  specifying the period
        for which it is estimated  that such  prevention or delay will continue,
        then the party so prevented or delayed shall be excused the  performance
        or  punctual  performance  as the  case  may be as from the date of such
        notice for so long as such cause of prevention or delay shall continue.

14.3    If by virtue of the preceding  sub-clause  either party shall be excused
        the  performance  or  punctual  performance  of  any  obligation  for  a
        continuous  period of one (1)  month,  then the  parties  shall  consult
        together with a view to agreeing what action should in the circumstances
        be taken and what  amendments to the terms of this Agreement ought to be
        made, if any.

14.4    If at any time  before the  Agreement  is wholly  terminated  under this
        article,  the party who has been excused the  performance  of any of its
        obligations in accordance with the preceding  provisions of this article
        receives a written  notice  from the other  party that such other  party
        wholly  waives  its  right  to  receive  further   performance  of  that
        obligation,  then the Agreement shall not be terminated but shall remain
        in force subject to such waiver as aforesaid.

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                                       14

15. TERMINATION

15.1    Right to terminate

        The  licence  granted  under this  Agreement  may be  terminated  by the
        Licensor  by written  notice to the  Licensee if the  Licensee  shall be
        unable to pay its debts when they become due, make an assignment for the
        benefit of  creditors,  file any  petition  or have any  petition  filed
        against it under the bankruptcy or insolvency laws of any  jurisdiction,
        have or suffer a receiver or trustee to be appointed for its business or
        property, or be adjudicated a bankrupt or insolvent.

15.2    Termination by Licensee

        In the event of material default by the Licensor hereunder, the Licensee
        may give the Licensor written notice thereof and demand correction,  and
        if said  correction  is not  made  and  demonstrated  to the  Licensee's
        satisfaction  within  thirty (30) days of such demand,  the Licensee may
        terminate the Agreement.

15.2    Termination by default

        In the event of material default by the Licensee hereunder, the Licensor
        may give the Licensee written notice thereof and demand correction,  and
        if said  correction  is not  made  and  demonstrated  to the  Licensor's
        satisfaction  within 30 days of such demand,  the Licensor may terminate
        the Agreement.

15.3    Effects of termination or expiration

        If this  agreement  expires or is  terminated  for  whatever  reason and
        irrespective  whether  termination  is effected  by the  Licensor or the
        Licensee,  the Licensee shall immediately take steps to cease all use of
        the  Trademarks  for any purpose and shall  completely  cease use of the
        Trademarks within sixty (60) days of such termination.  Within that time
        period, at the Licensor's  option, the Licensee shall destroy or furnish
        to the  Licensor  all  printed  materials  bearing the  Trademarks,  for
        destruction  by the  Licensor,  and warrant in writing  that all use has
        ceased.

<PAGE>
                                       15

        The Licensee shall have a period of six (6) months following termination
        to sell-off or otherwise  dispose of  inventories of products that carry
        any of the Trademarks.

        On the date of  termination  the rights to the Trademark  belongs to the
        Licensor who may in any way dispose of the Trademarks.

16. GENERAL

16.1    Relationship between the Licensor and the Licensee

        Nothing set forth in this Agreement shall be construed to constitute the
        Licensee as the partner,  employee or agent of the  Licensor,  nor shall
        either party have any  authority  to bind the other in any  respect,  it
        being  intended that each party shall remain an  independent  contractor
        responsible only for its own actions.

16.2    Notices

        Except as otherwise set forth herein, any agreement,  approval, consent,
        notice, request or other communication required or permitted to be given
        by either  party to the other under this  Agreement  shall be in writing
        and shall be deemed to have been given (i) when  delivered by hand or by
        courier,  (ii) when ten (10) days have elapsed after its  transmittal by
        registered or certified mail, postage prepaid, return receipt requested,
        (iii)  when  three (3) days have  elapsed  after  its  transmittal  by a
        nationally-recognised  over-night courier such as Federal Express to the
        address  set  forth  below,  or (iv)  immediately  upon  transmittal  by
        facsimile  to the number  set forth  below,  in each  case,  with a copy
        provided in the same manner and at the same time to the copy  recipients
        shown below:

        To Licensor:

               Select Sport A/S
               46 Fabriksparken
               2600 Glostrup
               Denmark
                 Tel.: (45) 43 96 96 66
                 Fax: (45) 43 43 25 50


<PAGE>
                                       16


        To Licensee:

               Ian McLaren
               Varsity Spirit Fashions & Supplies Inc.
               6745 Lenox Court
               Memphis, TN 38115
               USA
                 Tel.:  (901) 251 5877
                 Fax:  (901) 251 5886

        With a copy to:
               Arlana S. Cohen, Esq.
               St. Onge Steward Johnston & Reens LLC 986 Bedford Street
               Stamford, CT 06905
               USA
               Tel.:  (203) 324-6155
               Fax:   (203) 327-1096

        or to such other address as the recipient party shall have designated by
        notice so given.

16.3    Entire Agreement

        This Agreement,  including the Exhibits  referenced herein,  constitutes
        the entire  agreement of the parties  relating to its subject matter and
        supersedes  all  prior  oral or  written  understandings  or  agreements
        relation thereto. No promise, understanding, representation, inducement,
        condition  or warranty not set forth herein has been made or relied upon
        by either party hereto.

16.4    Amendments

        This  Agreement  may not be amended,  modified or cancelled  except by a
        written instrument executed by both parties.

16.5    Binding effect

        This  Agreement  shall be binding upon and shall inure to the benefit of
        the  Licensor  and the  Licensee  any and all  parent  companies  and/or
        subsidiaries as applicable.

<PAGE>
                                       17

16.6    Waiver

        No waiver  of,  acquiescence  in or  consent to any breach of or default
        under this  Agreement  shall be deemed a waiver of,  acquiescence  in or
        consent to any other breach or default occurring at any time.

16.7    Severability

        If any provision of this Agreement,  or the application of the provision
        to any  person  or  circumstance,  is held to be  inconsistent  with any
        present  or  future  law,  ruling,  rule or  regulation  or any court or
        governmental  or  regulatory  authority  having  jurisdiction  over  the
        subject matter of this  Agreement,  such provision shall be deemed to be
        modified  to the  minimum  extent  necessary  to  comply  with such law,
        ruling, rule or regulation,  and the reminder of this Agreement,  or the
        application  of such  provision to persons or  circumstances  other than
        those as to which it is held inconsistent, shall not be affected. If any
        provision is determined to be illegal, unenforceable or void, and if the
        remainder of this Agreement shall not be affected by such  determination
        and is  capable of  substantial  performance,  then such void  provision
        shall be deemed  rescinded and each  provision not so affected  shall be
        enforces to the extent permitted by law.

16.8    Governing law

        This Agreement shall be governed by and construed in accordance with the
        laws of Denmark.

        Any and all  disputes,  controversies  and claims  arising  out of or in
        connection with this Agreement, or the breach, termination or invalidity
        thereof,  shall be finally settled under the rules of  conciliation  and
        arbitration  of the  International  Chamber of  Commerce  by one or more
        arbitrators  appointed in accordance  with the said rules.  The place of
        venue shall be London.

        The arbitration award shall be final and binding upon the parties.  Each
        party waives any objection which such party may now or hereafter have to
        the  laying of venue of any such  arbitration,  suit or  proceeding  and
        irrevocably  submits to the  jurisdiction of any such arbitration in any
        such action, suit or proceeding.

        Notwithstanding  the  foregoing,  neither party waives the right to seek
        prohibitory  injunction pertaining to this Agreement or the transactions
        contemplated  thereby.  In particular,  without  limiting the foregoing,
        Licensor  shall have the right to seek  prohibitory  injunction  without
        pledging of security in the event that Licensee continues the use of the
        Trademarks after the termination or expiration of this Agreement.


<PAGE>
                                       18

        Unless the parties agree otherwise, the arbitration proceedings shall be
        conducted in the English language.  The arbitration award shall be final
        and binding upon the parties.

16.9    Counterparts

        This  Agreement may be executed in several  counterparts,  each of which
        shall  constitute  an original,  but all of which taken  together  shall
        constitute one and the same instrument.

16.10   Headings

        The headings in this  Agreement are for reference  purposes only, do not
        constitute a part of this  Agreement and shall not affect its meaning or
        interpretation.

16.11   Confidentiality

        Each  of the  parties  hereto  agrees  not to  disclose  the  terms  and
        conditions  of this  Agreement to any third party (except as required by
        law) without the prior written consent of the other party.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
by their duly authorized representatives.




 /s/ Peter Knap                        /s/ John M. Nichols
------------------------------        ----------------------------------------
Select Sport A/S                      Varsity Spirit Fashions & Supplies, Inc.