<PAGE>

INDUSTRIAL LEASE AND AGREEMENT

1. PARTIES:

   THIS LEASE, dated the 1st day of October 1998, between Laphiaw Gin Company,
   Inc., party of the first part, hereinafter called Lessor, and Varsity Spirit
   Corporation, a TN Corp., party of the second part, hereinafter called Lessee.

2. CONSIDERATION:

   WITNESSETH: That each of the aforesaid parties acknowledge the receipt of a
   valuable consideration from the other and that they and each of them act
   herein in further consideration of the engagements of the other as herein
   stated.

3. PREMISES:

   That Lessor has and does hereby grant, demise and lease unto the said Lessee
   the following described premises situated in the City of Olive Branch, County
   of DeSoto, and State of Mississippi, to-wit:

   8760 Cypress Woods, Olive Branch, Mississippi, Zip 38654; being a concrete
   tilt-wall distribution center of approximately 80,000 SF, situated on
   approximately 5.5 acres.

4. TERM:

   For a period of Two (2) Years and      days from the 16th day of  October,
   1998, to the 31st day of October, 2000.

5. BASE RENTAL:

   The Lessee agrees to pay to the Lessor a total rental of FOUR HUNDRED
   SEVENTY-TWO THOUSAND AND NO/100 DOLLARS ($472,000.00), payable, without
   demand by invoice, in advance monthly installments of $19,666.67 on the first
   day of each month (beginning November 1, 1998) throughout the term of this
   LEASE. BASE RENTAL for the first full month of the term shall be due upon
   execution of this LEASE by Lessee. BASE RENTAL for any partial month at the
   beginning or end of the term shall be prorated based on the number of days in
   such partial month. There shall be no Base Rental or Additional Rental due
   for the period between commencement date stated above and November 1, 1998.

   All rentals due under this lease payable to the order of WILKINSON & SNOWDEN,
   INC. at 3350 MIAC Cove, Suite 3, Memphis, Tennessee 38118-3600, or at a place
   Lessor may designate from time to time.

   All rental (BASE or Additional Rental items) shall be paid by Lessee when due
   and payable without deduction, abatement, or set off. If Lessee shall fail to
   pay all such amounts required within ten (10) days after Lessor's invoice,
   then Lessee shall be obligated to pay a late payment charge of five percent
   (5%) of the amount due to reimburse Lessor for its additional administrative
   costs. In addition, any amounts which are not paid within ten (10) days after
   same is due, shall bear interest at the rate equal to the lesser of eighteen
   percent (18%) per annum or the highest contract rate allowable by the State
   in which the Premises is located from the first day until paid.

6. PROOF OF PAYMENT:

   The burden of proof of payment of rent in case of controversy shall be upon
   the Lessee.

7. NUISANCE, WASTE, ETC.:

   The said Lessee covenants and agrees with the said Lessor that the said
   premises shall be used and occupied in a careful, safe and proper manner,
   that no nuisance, trade, or custom which is unlawful or known in insurance as
   extra or especially hazardous shall be permitted therein; that no waste shall
   be committed upon, nor any damages be done to said premises.

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8. ALTERATIONS:

The said Lessee shall not make any alterations to said premises without
the written consent of the Lessor first had and obtained, and all
additions and improvements made by the Lessee shall be and remain the
property of the Lessor, with the exception of Lessee's racks. In the
event of any changes, alterations or additions being required by any
law, ordinance or regulation of the Fire Department, Office of
Construction Code Enforcement or municipal authority, then the cost of
such changes, alterations or additions shall be paid by the Lessee.

9. SUBLETTING:

Lessee shall not assign this Lease or sublet all or any part of the
leased premises without the prior written consent of Lessor. Lessor
shall have the option, upon receipt from Lessee of written request for
Lessor's consent to subletting or assignment, to cancel this Lease as of
the date the requested subletting or assignment is to be effective and to
enter into a new lease agreement directly with the sublessee or
assignee. The option shall be exercised, if at all, within fifteen (15)
days following the Lessor's receipt of written notice by delivery to
Lessee of written notice of Lessor's intention to exercise the option.
In the event of any assignment or subletting, Lessee shall nevertheless
at all times, remain fully responsible and liable for the payment of the
rent specified and for compliance with all of its other obligations
under the terms, provisions and covenants of this Lease. Upon the
occurrence of an "event of default" if all or any part of the leased
premises are then assigned or sublet, Lessor, in addition to any other
remedies provided by this Lease or provided by law, may at its option
collect directly from the assignee or sublessee all rents becoming due
to Lessee by reason of the assignment or sublease, and Lessor shall have
a security interest in all properties on the premises to secure payment
of such sums. Any collection directly by Lessor from the assignee or
sublessee shall not be construed to constitute a novation or a release
of Lessee from the further performance of its obligations under this
Lease.

10. DELIVERY AT END OF LEASE:

The said Lessee agrees to deliver up to the said Lessor the said
premises at the expiration of this Lease in good order and condition,
and make good all damages to said premises and also to remain liable for
rent until all the premises, with keys to the same be returned to said
Lessor, in like good order and no demand or notice of such delivery
shall be necessary.

11. INSOLVENCY, ETC., OF LESSEE

That in the event of the insolvency or bankruptcy of the Lessee, or the
filing of any petition under the bankruptcy statute voluntarily or
involuntarily and whether or not resulting in an adjudication in
bankruptcy, or in the event of a partial or general assignment for the
benefit of a creditor, at any time thereafter the Lessor shall have the
right to terminate this lease upon giving written notice thirty days in
advance.

12. DEFAULT OF RENT, ETC.;

All covenants and agreements herein made and obligations assumed are to
be construed also as conditions and these presents are upon the express
condition that if Lessee should fail to pay when due any one of the
aforesaid installments of rent, or should fail to perform or observe any
of the covenants, agreements or obligations herein made or assumed by
said Lessee, then and thenceforth, in any of said events, this lease may
by forfeited and thereby become null and void at the option of the
Lessor, and said Lessor may immediately, or at any time after the
breach of any of said covenants, re-enter said premises and building, or
any part thereof in the name of the whole, and repossess and have the
same as of Lessor's former estate and remove therefrom all goods and
chattels not thereto properly belonging, and expel

                                      2


<PAGE>

said Lessee and all other persons who may be in possession of said
premises and building, and that, too, without demand or notice.

It is expressly agreed that in the event the Lessee fails to make the
specified monthly rental payment and default continues for a period of
10 days after Lessor provides written notice of said failure, then and
in that event the Lessor shall have the option of declaring this lease
terminated and have the right to make demand and collect from the Lessee
the entire unpaid balance for the entire lease period. Failure on the
part of the Lessor to exercise said option upon any default shall not
preclude him from exercising said option in the event of any subsequent
default.

14. HOLDOVER:

Should the Lessee remain on the premises after the expiration of this
Lease agreement, it shall be at the Lessor's option to interpret such
action as a renewal for one year, at the same rental herein provided for
during the last year of this Lease Agreement, or the Lessor may elect to
interpret the above mentioned action in such a manner as to have the
Lessee become a month to month Lessee at 125% of the above stipulated
figure. Only a new lease agreement shall deprive the Lessor of the
choice of action as outlined above.

15. PROTECTION FROM VIOLATIONS:

The Lessee agrees to save and hold the Lessor harmless from violations
of the laws of the United States, of the State of Mississippi and the
ordinances and laws of the City of Olive Branch and DeSoto County, which
are now in force or which may hereafter be in force. Further, the Lessee
agrees to save hold the Lessor harmless from those violations of the
Occupational Safety and Health Act of 1970 arising out of the Lessee's
use of the Leased Premises.

16. RIGHT TO OFFER FOR LET:

It is understood and agreed that the Lessor shall be permitted to
install on the premises a sign advertising the premises available for
lease or sale for one hundred eighty days prior to the expiration of
this Lease.

17. SIGNAGE:

Unless otherwise agreed in this Lease the Lessee shall not be permitted
to affix or attach, or cause to be affixed or attached, any signs on the
premises herewith leased without the consent, in writing, from the
Lessor. Signage shall conform to the Signage Regulations attached
hereto.

Upon termination of this lease, Lessee shall remove any sign,
advertisement or notice painted on or affixed to the leased premises and
restore the place it occupied in the condition which it existed as of
the date of this lease.

18. INSURANCE:

As Additional Rental, Lessee shall reimburse Lessor, per Paragraph 5,
for the expense of all Risks Insurance, including General Liability,
which Lessor shall obtain on the property.


                                  3

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19.  CONDITION OF PREMISES AND REPAIRS AND MAINTENANCE:

     It is hereby further agreed that the Lessee has examined the premises and
     is satisfied as to the condition thereof, and the Lessee expressly agrees
     that no representation as to the condition of the demised premises, except 
     as contained herein, has been relied upon by Lessee or made by the  Lessor
     or Lessor's agents. The Lessor will make necessary repairs to the roof,
     structure, foundation walls, gutters, and downspouts during the term of
     this Lease, after receiving written notice from the Lessee of the need for
     such repairs, and where said repairs are not occasioned by the misuse,
     fault or neglect of the Lessee, its employees, agents or assigns, Lessor's
     responsibilility and liability being limited to said repairs to said
     demised premises, and shall not extend to any personal or other property of
     Lessee, its employees, agents of assignees. Where said repairs are
     occasioned by the misuse, fault or neglect of the Lessee, its employees,
     agents or assignees, same shall be made promptly by Lessee, at its own
     expense. All other repairs and replacements to the demised premises of any
     kind including but not limited to glass and plate glass, doors any special
     store front, interior walls, heating, air conditioning, ventilating, and
     fire protection systems, dock boards, plumbing work and futures shall be
     made promptly by Lessee, at its own expense, in such manner as to
     maintain the premises in good condition and repair. If Lessee fails to
     promptly make repairs or replacements that are its repsonsibility
     hereunder, Lessor has the right, but not the obligation to have such
     repairs or replacements made after notice, and the cost thereof shall be
     due and payable by Lessee to Lessor at the next rent due date and failure
     to pay same shall be deemed a default in payment of rent. Lessee shall not
     be obligated to repair or replace any damage caused by fire, tornado or
     other casualty covered by items set forth under the extended coverage
     provisions Of Lessor's fire insurance policy. The cost of maintaininng the
     grounds adjacent of the herein leased premises and any grounds adjacent to
     the parking and loading areas of the herein leased premises shall be borne
     by the Lessee, although said grounds may be kept by Lessor as Common Area.
     Further, it shall be the sole responsibility of Lessee to keep the parking
     and loading areas and said adjacent ground free and clear of all trash,
     debris, grass and weeds.

20.  COMMON AREA MAINTENANCE

     Lessee agrees to perform, at its own expense, all "Common Area
     Maintenance", all outside maintenance, lawns, extra land, and ditches, and
     to keep these areas in as good a condition as prior to its occupancy.

21.  USE OF COMMON AREAS

     Lessee, its customers, invitees and licensees shall have the exclusive
     right to use in common with the Lessor, its licensees and invitees and in
     common with other Lessees or occupants of buildings which are or may be
     erected within the area of Lessor's tract, the parking areas, the drives
     and sidewalks, now or hereafter constructed, for the purpose of ingress and
     egress to or from the demised premises and to the other Lessee areas for
     the purpose of parking, and loading and unloading. The Lessor shall have
     the right to establish reasonable regulations relating to the use of
     parking areas.

22.  LIABILITY FOR REPAIRS TO WATER, GAS AND SEWER PIPES:
     The water, gas, sewer pipes are in good condition, and if said pipes are
     allowed to burst or to become stopped up, the Lessee must repair them at
     Lessee's own expense.

23.  RIGHT OF ENTRY:
     The Lessor may enter said premises at proper times to view and inspect
     same, or to make such repairs, additions and alterations or to run such
     pipes or electric wire as said Lessor may deem necessary for the safety,
     improvement or preservation of the said premises.

24.  FIRE CLAUSE:

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<PAGE>

In case the said premises shall be so injured or damaged by fire or other
cause as to be rendered untenantable, and so that necessary repairs or
rebuilding cannot be made within 180 days this lease shall terminate and
the Lessee shall be allowed an abatement of rent from the time the
premises were rendered untentantable. However, if the damage is such
that rebuilding and repairs can be completed within 180 days, the Lessor
agrees to make such repairs with reasonable promptness and dispatch, and
to allow Lessee an abatement in rent for such time as the building
remains untenantable and the Lessee covenants and agrees that the terms
of this lease shall not be otherwise affected.

25. DAMAGES, ACCIDENTS, ETC.:

Lessee agrees to hold Lessor harmless against all damages, accidents and
injuries to persons or property caused by or resulting from or in
connection with any power plant, machinery, elevator, elevator shaft,
stairway, signs, awnings, glass, brick, or any other building material,
hatch, coal chute or other openings, flag pole, and any other things in
or pertaining to any other parts of said premises, or things in or
pertaining to or upon the premises during the term of this lease or
while the Lessee is occupying the premises. Lessee agrees to provide
Lessor, within ten (10) days of the execution of this Lease and
Agreement, evidence of liability insurance for personal injury with
coverage limits of $1,000,000.00 and property damage with limits of
$500,000.00

26. UTILITIES:

All heat, water, electric current, gas or other utilities used on the
leased premises to be paid for by Lessee.

27. TAX INCREASES:

As Additional Rental, Lessee agrees to pay, as per Paragraph 5, all
real estate taxes and assessments for the period of its occupancy.

28. ATTORNEY'S FEES

In the event it becomes necessary for the either party to employ an
attorney to enforce the terms and conditions of this Lease, or to
enforce compliance of any of the covenants and agreements herein
contained, the non-prevailing party shall be liable for reasonable
attorney's fees, costs and expenses incurred by the prevailing party.

29. KIND OF BUSINESS:

The business to be conducted in the within leased premises is as
follows: Wareousing and distribution of apparel items.

30. GOING BUSINESS

Lessee covenants that a going business shall be conducted in the within
leased premises throughout the full ten-n of the lease.

31. BANKRUPTCY, ETC.:

Should bankruptcy,insolvency or receivership proceedings of any kind be
instituted by or against Lessee, or any one of the Lessees if more than
one are included in the designation "Lessee" herein, or should Lessee's
interest in this lease, or the interest of any one of the Lessee, if
more than one are included under the designation "Lessee" herein,
devolve or pass by the operation of law to any other person or
corporation, then, at the option of Lessor, that shall be considered a
breach of the terms and conditions of this lease, and Lessor may pursue
the remedies provided for in Paragraph 12 hereof.

                                      5

<PAGE>

32.  NOTICE:

     Any notice provided for herein will be deemed to have been given Lessee
     when deposited in Registered or Certified mail, or by courier or delivery
     service where receipt is acknowledged, addressed to Lessee, or any lessee
     if more than one are included under ther designation "Lessee" herein, at
     Varsity Spirit Corp.-2525 Horizon Lake Blvd.-Suite 1, Bartlett-TN 38133.

33.  EMINENT DOMAIN

     If the leased premises be subjected to any eminent domain proceedings,
     the lease shall terminate if all of the leased premises are taken if the
     portion taken is so extensive that the residue is wholly inadequate for
     Lessee's purposes. If the taking be partial, then Lessee's rentals shall be
     reduced in the proportion which the space taken bears to the space
     originally leased. In such condenmation proceedings Lessee may claim
     compensation for the taking of any removal of installations which, by the
     terms of this lease, Lessee would be permitted to remove at the expiration
     of this lease, but Lessee shall be entitled to no additional award, it
     being agreed that all damages allocable to full fee simple ownership of the
     entire leased premises shall in any event be payable to Lessor.

34.  WAIVER OF BREACH:

     It is hereby covenanted and agreed that no waiver of a breach of any of the
     covenants of this Lease shall be construed to be a waiver of any succeeding
     breach of the same or any other covenant.


35.  QUIET POSSESSION:
     
     In consideration of the covenants and agreements herewith contained the
     Lessor agrees to warrant and defend the Lessee in the quiet and peaceful
     possession of the said premises during the term of this Lease.


36.  BINDING ON HEIRS, ETC:

     It is further agreed by the parties to this Lease that all of the
     covenants and agreements enumerated herein shall be binding upon both
     parties' legal representatives, heirs and assigns throughout the life of
     this instrument.


37.  DELIVERY OF POSSESSION:

     Lessee agrees that if the Lessor is not able to deliver possession of the
     premises as herein provided, the Lessor shall not be liable for any damages
     to Lessee for such failure, but Lessor agrees to use due diligence to
     obtain possession for the Lessee at the earliest possible date, and an
     abatement of rent shall be allowed for such time as Lessee may be deprived
     of possession of said premises.


38.  SUBROGATION:

     Lessor and Lessee hereby waive any right of subrogation which they may have
     against the other for any losses paid to them on policy of policies carried
     on the property to the extent permitted by the terms of such policy or
     policies.


39.  OUTSIDE STORAGE, TRASH, ETC.:

     Lessee agrees not to store any merchandise crates or materials of any kind
     outside the leased building. Lessee further agrees not to burn trash or
     other substances on the leased premises. All trash shall be kept in metal
     containers with metal tops which must be kept painted. Their

                                      6

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design and location on the premises must be approved by Lessor.

In the event the Lessee shall be in default in the requirements of this
paragraph then, after written notice to Lessee of the default and the
expiration of five (5) days from the date of said written notice, the
Lessor may remedy such default at the Lessee's expense, and such expense
shall be treated as additional rental owing by the Lessee to the Lessor.

40. SUBORDINATE TO LEASE:

At the option of Lessor's mortgagee, the Lessee agrees to subordinate
this lease to any mortgage, deed of trust or encumbrance which the
Lessor my have placed, or may hereafter place, on the premises. Lessee
agrees to execute, on demand, any instrument which may be deemed
necessary or desirable to render such mortgage, deed of trust or
encumbrance whenever made, superior and prior to this lease.

41. PARKING

Lessee shall cause its employees, agents, vendors, and carriers to park
all carts, trucks and trailers only in parking areas provided with the
premises and shall prohibit on-street parking.

42. AGENCY AND COMMISSION AGREEMENT:

Lessor and Lessee represent and warant to each other that the only
agents in this transaction are:
Threlkeld of Trezvant Realty Corporation for Lessee and Bayard Snowden
of Wilkinson & Snowden, Inc. for Lessor, and no other agent or broker
has a claim to any commissions paid hereunder. Furthermore, Lessor and
Lessee agree that no representations or warranties have been made by
Lessor or its agent which are not herein expressly provided. Lessor
agrees to pay said agents a commission as defined in exhibit "C",
attached and made a part hereof.

43. ENVIRONMENTAL CLAUSE

Lessee shall not cause or permit to occur, and shall not permit to
exist, any condition which may cause a discharge or any Hazardous
Substances at, upon, under or within the Premises or in any contiguous
real estate. Hazardous Substances are defined as being any deposit,
storage, disposal, burial, discharge, spillage, uncontrolled loss,
sepage or filtration of oil, petroleum or chemical liquids or solids,
liquid or gaseous products or any hazardous wastes or hazardous substances
as those terms are used in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 or in any other federal, state or
local law governing hazardous substances, as such laws may be amended
from time to time (collectively, the "Hazardous Waste Laws").
Lessee further represents and warrants that neither Lessee, nor any
other party has been, is or will be involved in operations at or near
the Premises, which operations could lead to (a) the imposition of
liability under the Hazardous Waste Laws on Lessee, or on any subsequent
or former Lessee or Owner of the Premises, or (b) the creation of a
lien on the Premises under the Hazardous Waste Laws or under any similar
laws or regulations, and (c) Lessee has not permitted, and will not
permit, any occupant of the Premises to engage in any activity that
could impose liability under the Hazardous Waste Laws on such Lessee or
occupant, Lessor or any other owner of any of the Premises. Lessee shall
comply strictly and in all respects with the requirements of the
Hazardous Waste Laws and related regulations and with all similar laws
and regulations and shall notify Lessor immediately in the event of any
discharge or discovery of the Hazardous Substance at, upon, under or
within the Premises. Lessee shall promptly forward to Lesser copies of
all orders, notices, permits, applications or other communications and
reports in connection with any discharge or the presence of any
Hazardous Substance or any other matters relating to the Hazardous Waste
Laws or any similar laws or regulations, as they may affect the Premises.

Promptly upon the written request of Lessor from time to time, Lessee
shall provide Lessor,

                                      7

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of Lessee's expense, with an Environmental Site assessment or Environmental
Audit Report prepared by an environmental engineering firm acceptable to Lessor,
to assess with a reasonable degree of certainty the presence or absence of any
Hazardous Substances and the potential costs in connection with abatement,
cleanup or removal of any Hazardous Substances found on, under, at or within the
Premises.

Lessee shall, at all times, indemnify and hold harmless against and from
any and all claims, suits, actions, debts, damages, costs, losses, obligations
judgments charges, and expenses of any nature whatsoever suffered or incurred 
by, whether as beneficiary of the mortgage, as mortgagee in possession, or
as successor-in-interest to Lessee by foreclosure deed or deed in lieu of
foreclosure, under or on account of the Hazardous Waste Laws or any similar laws
or regulations, including the assertion of any lien thereunder, with respect to:
(i) any discharge of Hazardous Substances, the threat of discharge of any
Hazardous Substances, or the presence of any Hazardous Substances affecting the
the Premises whether or not the same originates or emanates from the Premises,
including any loss of value of the property as a result of any of the foregoing;
(ii) any costs of removal or remedial action incurred by the United States
Government or any state or local governmental authority, any response costs
incurred by any other person or damages from injury to, destruction of, or loss
of natural resources, including reasonable costs of assessing such injury,
destruction or loss, incurred pursuant to any Hazardous Waste Laws; (iii)
liability for personal injury or property damage arising under any statutory or
common law tort theory, including without limitation, damages assessed for the
maintenance of a public or private nuisance or for the carrying on of an
abnormally dangerous activity at or near the Premises; and/or (iv) any other
environmental matter affecting the Premises within the jurisdication of the
Environmental Protection Agency, any other federal agency or any state or local
environmental agency.  All of the foregoing covenants, representations and
warranties shall survivce the term of this Lease.

Lessee's obligations under this Agreement shall arise upon the discovery of the
presence of any Hazardous Substance, whether or not the Environmental
Protection Agency, any other federal agency or any state or local environmental
agency has taken or threatened any action in connection with the presence of any
Hazardous Substances.

In the event of any discharge of Hazardous Substances, the threat of a discharge
of any Hazardous Substances, or the presence of any Hazardous Substances
affecting the Premises, whether or not the same originates or emanates from the
Premises and/or if Lessee shall fail to comply with any of the requirrements of
the Hazardous Waste Laws or related regulations or any other environmnetal law
or regulation, Lessor may, at its election, but without the obligations so to
do, give such notices and/or cause such work to be performed at the Premises
and/or take any and all actions as Lessor shall deem necessary or advisable in
order to abate the discharge of any Hazardous Substances, remove the Hazardous
Substances or cure Lessee's non-compliance.

If Lessor retains the services of an environmental engineer or consultant or an
attorney in connection with the indemnity herein, Lessee shall pay all of
Lessor's costs and fees thereby incurred.  Lessor may employ an engineer or
consultant, or an attorney, or both, of Lessor's own choice.

Lessee consents to the exercise of personal jurisdiction over Lessee by any
federal or state court in the State of Tennessee, and consents to a venue in any
jurisdiction or locality in the State of Tennessee.

OPTION:

Provided Lessee is not otherwise in default and that Lessee has given lessor
written notice to extend not less than 120 days in advance of the then expiring
term, Lessor hereby grants Lessee three (3) options to extend for one (1) year
each upon the same terms and conditions.

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45.  NOTICE TO TERMINATE:

     Lessee shall provide to Lessor Lessee's written notice to terminate the
     Lease not less than 120 days prior to the then expiring term, or Lessee
     shall holdover for a period of one (1) year at the rental defined in
     paragraph 14 herein.


46.  LESSEE'S CONTINGENCY:

     Lessee's execution and acceptance of this Lease is contingent upon Lessee
     entering into a Sub-Lease Agreement with Great Lakes Paper Company through
     December 1, 1998, which Sub-Lease shall be acceptable to Lessee at its sole
     discretion. Lessee shall notify Lessor, in writing, of Lessee's acceptance
     of said Sub-Lease not later than Lessor's purchase of the Premises.


47.  LESSOR'S CONTINGENCY:

     Lessor's execution and acceptance of this Lease is contingent upon Lessor's
     acquisition of the Premises. The commencement date of this Lease shall be
     the actual date of closing of said purchase. This Lease shall automatically
     go into effect as of Lessor's taking title to the Premises, provided Lessee
     has given notice to remove Lessee's contingent acceptance as per Paragraph
     46 above.

IN WITNESS WHEREOF, the parties of this Lease have set their hand to copies
hereof this      day of 1998.

                                    Lephiew Gin Company /s/           LESSOR
                                                       ---------------

                                    By:                               LESSOR
                                       -------------------------------

                                    Its:
                                        ------------------------------

                                    Varsity Spirit Corporation,/s/    LESSEE
                                                               -------

                                    By:                               LESSEE
                                       -------------------------------


                                      9

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                                    Its:                              CEO
                                        ------------------------------





                                      10

<PAGE>

STATE OF ARKANSAS

COUNTY OF CLUCOT

Personally appeared before me, the undersigned, a Notary Public in and
for said State and County, duly commissioned and qualified, Laphiew
[illegible] the within named bargainer, with whom I am personally
acquainted, and who acknowledged that     he     executed the within instrument
for the purposes herein contained.
WITNESS my hand and Notarial Seal at office, the 8 day of October, 1998

Notary Public Tina Michelle Thompson
My Commission expires: Jan. 30, 2006   [NOTARY SEAL]   

STATE OF TENNESSEE
COUNTY OF SHELBY
                                                day of
        Notary Public



Personally appeared before me, the undersigned, a Notary Public in and
for said State and County, duly
commissioned and qualified, Jeffrey G. Webb, the within named bargainer

         I with whom I am personally acquainted, and who acknowledged that--he
executed the within instrument for the purposes therein contained.

WITNESS my hand and Notarial Seal at office, 7 day of October 1998

the                        Notary Public  /s/ Teresa B. Kimbrell

My Commission expires: 1-19-01 [NOTARY SEAL]

                                      11

<PAGE>

                                 EXHIBIT "C"


  Lessor, for itself and its successors in title and assigns, agree to pay
Wilkinson and Snowden, Inc. and Trezevant Realty Corporation, its successors and
assigns, the following commission: 100% of the first month's rent and 5% of each
month's rent thereafter for services in negotiating this lease, also to pay
Wilkinson & Snowden, Inc. and Trezevant Realty Corporation, its successors or
assigns, the following commission hereafter stated for any extensions, renewals
and/or new Leases, either by the Lessee's exercise of any option provided in
this lease, or otherwise, or for any subsequent lease that may be entered into
by the Lessor, its successors in title and assigns, with the Lessee, Lessee's
successors and assigns, covering the within demised premises or any additional
premises in the same building contiguous thereto: 5% of the first month's rent
and 5% of each month's rent thereafter for services in negotiating this lease.
The Lessor or its successors in title agrees to pay said agent, its successors
or assigns, a sales commission of 6% of the sales price if the within demised
premises is sold to Lessee or its successors or assigns, during the original or
any extended or renewal term of the lease.