EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of March 1, 2000
by and  between  Greg  Webb  ("Employee")  and  Varsity  Spirit  Corporation,  a
Tennessee corporation (the "Company"),

                                R E C I T A L S:
                                - - - - - - - -

     A.   The Company is in the business of (i) designing, marketing and selling
products to the school spirit industry,  including  cheerleader,  dance team and
booster club uniforms and  accessories,  (ii)  operating high school and college
cheerleader and dance team camps and (iii) organizing and  facilitating  special
events, including television shows focusing on school spirit and travel programs
(collectively the "Business").

     B.   The Company  desires to employ  Employee as Senior Vice  President  of
the Company  and Employee desires to be so employed by the Company, on the terms
and conditions set forth herein.

     C.   The Employee will by virtue of his employment  with the Company become
privy to certain  Confidential  Information  of the Company as described  herein
during the course of his employment.

     D.   The Company wishes to take reasonable steps to assure its Confidential
Information  will remain  confidential  and that it will not be subject to undue
and unfair  competition from the Employee during and for a reasonable  period of
time following his employment.

                               A G R E E M E N T:
                               - - - - - - - - -

     NOW, THEREFORE, for Employee's employment by the Company and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

     1.   TERM OF  EMPLOYMENT.  Subject  to the terms and  conditions  set forth
herein, including Section 11, the Company will employ Employee and Employee will
serve as the  Senior Vice  President  of the Company for a term  commencing  on
March 1, 2000 (the  "Effective  Date")  and  ending on  December  31,  2000 (the
"Initial  Employment  Term"). The Initial Employment Term shall be automatically
extended for  additional  periods  matching the Company's  then existing  fiscal
year, subject to the terms and conditions  contained herein,  unless the Company
or Employee  delivers written notice to the other not later than sixty (60) days
prior to the  expiration  of the then  existing  term that such  party  does not
desire to so extend this Agreement (the Initial  Employment Term,  together with
any extension thereof, shall be referred to as the "Employment Term").

     2.   EMPLOYMENT DUTIES.  During the Employment Term, Employee will serve as
the Senior Vice President of the Company, subject to the terms and conditions of
this Agreement and

<PAGE>


the  direction  and  control of the  General  Manager of the  division  in which
Employee is employed,  the  President and the Board of Directors of the Company.
Employee  shall,  during the  Employment  Term,  serve the  Company  faithfully,
diligently and competently and to the best of his ability.

     3.   COMPENSATION.  The  Company  shall  have the  following  compensation
obligations, which shall be cumulative:

          (a)  During the Employment Term, the Company shall pay to Employee, as
     salary  (the  "Salary")  for  services  rendered  by  Employee  under  this
     Agreement the following:

               (i)  From the effective  Date until  December 31, 2000,  $189,000
          per annum.

               (ii) For the fiscal year of the company  commencing on January 1,
          2001  and  each  succeeding  fiscal  year of the  Company  during  the
          Employment  Term,  a  per  annum  amount  determined  by  and  in  the
          discretion of the General Manager of the division in which Employee is
          employed   and/or  the  President  of  the  Company  after   reviewing
          Employee's performance and the Company's results of operations for the
          preceding  twelve  (12) month  period and such  other  matters  deemed
          appropriate  by the General  Manager of the division in which Employee
          is employed  and/or the  President of the Company,  which amount shall
          not be less than $189,000 per annum.

               Such Salary shall be payable in arrears not less  frequently than
          monthly,  but  otherwise in  accordance  with the  Company's  ordinary
          payment practices; and

          (b)  after  the end of each  fiscal  year of the  Company  during  the
     Employment  Term,  Employee  shall be  eligible  for an annual  performance
     bonus,  the nature and amount of which shall be  determined  by the General
     Manager of the division in which Employee is employed  and/or the President
     of the Company after  reviewing  Employee's  performance  and the Company's
     results  of  operations  during  and for such  fiscal  year and such  other
     factors deemed  appropriate by the General Manager of the division in which
     Employee is employed  and/or the President of the Company.  Notwithstanding
     anything  else in this Agreement, the payment of any such performance bonus
     to Employee  shall be in the sole  discretion  of the Company and  Employee
     shall have no absolute right to a performance bonus in any year.

          Payments made pursuant to (a) and (b) above during the Employment Term
     shall be treated as wages for withholding and employment tax purposes.

     4. INSURANCE,  During the Employment Term, the Company shall be entitled to
obtain "key man" or other  similar life  insurance on Employee in an amount that
the Company, in its sole discretion, shall deem necessary, and the Company shall
be the  beneficiary of such life  insurance.  Employee shall  cooperate with all
requirements necessary for obtaining such

                                       2
<PAGE>


insurance,  including,  without limitation,  submitting to any tests or physical
reasonably required by the insurers in order to obtain such insurance.

     5.   BENEFITS.

          (a)  Employee  shall  be  entitled   during  the  Employment  Term  to
     participate in such employee benefit plans and programs, including, without
     limitation,  profit sharing,  cafeteria and health  insurance plans, as are
     maintained  from time to time for  employees  of the  Company to the extent
     that he is otherwise eligible to participate in such  benefits  The Company
     does not promise the  adoption or  continuance  of any  particular  plan or
     program  during  the  Employment  Term and may  discontinue  or change  its
     benefit plans and programs at any time in its sole  discretion.  Employee's
     (and his  dependents')   participation in any such plan or program shall be
     subject to the provisions, rules, regulations and laws applicable thereto.

          (b)  During the  Employment  Term,  Employee shall be entitled to that
     number of weeks of paid vacation as authorized  under the Company's  normal
     vacation  policy in effect from time to time,  such vacation to be taken at
     times mutually acceptable to Employee and the Company, and such holidays as
     are observed by the Company from time to time.  Vacation  time not taken in
     one year may not be carried forward and used in any subsequent year.

     6.  REIMBURSEMENT  OF EXPENSES.  To the extent  consistent with the general
expense  reimbursement  policies  maintained  by the Company  from time to time,
Employee  shall  be  entitled  to  reimbursement  for  ordinary,  necessary  and
reasonable  out-of-pocket  trade or business  expenses which Employee  incurs in
connection with performing his duties under this Agreement, including reasonable
travel and meal expenses.  The  reimbursement of all such expenses shall be made
after Employee  submits evidence  reasonably  satisfactory to the Company of the
amounts  and nature of such  expenses  and shall be  subject  to the  reasonable
approval of the Company's President or Board of Directors, or both.

     7. RESTRICTIVE COVENANTS. Employee acknowledges and agrees that (i) through
his position as Senior Vice  President  of the  Company,  he will learn and have
access to valuable trade secrets and other proprietary  information  relating to
the  Business,  (ii)  Employee's  services  to the Company are unique in nature,
(iii) the Company's  Business is  international  in scope,  and (iv) the Company
would be irreparably  damaged if Employee were to provide  services in violation
of this  Agreement.  Accordingly,  as an inducement to the Company to enter into
this  Agreement,  Employee agrees that during the Employment Term and, except in
the case of a termination of employment by the Company without cause pursuant to
Section 11(b) hereof,  for an additional  eighteen (18) months  thereafter (such
period being referred to herein as the "Restricted  Period"),  neither  Employee
nor any Affiliate of Employee (as defined below) shall,  directly or indirectly,
either for himself or for any other person,  firm,  corporation,  trust or other
entity:

          (a)  engage or participate in, or assist,  advise or be connected with
     (including as an employee, owner, partner, shareholder,  officer, director,
     advisor,  consultant, agent or otherwise), or permit his name to be used by
     or render services for, any person or

                                       3
<PAGE>


     entity engaged in a Competing Business (as hereinafter  defined),  anywhere
     in the United  States of America or Canada or any other  location  in which
     the Company is then doing business; provided, however, that nothing in this
     Agreement shall  prevent  Employee  from acquiring or owning,  as a passive
     investment,  up to two percent (2%) of the outstanding voting securities of
     an entity engaged in a Competing  Business which are publicly traded on any
     recognized national securities market;

          (b)  take any action in  connection  with a Competing  Business  which
     might  divert  from  the  Company  or  an  Affiliate  of  the  Company  any
     opportunity  which  would be  within  the  scope of the  Company's  or such
     Affiliate's then business;

          (c)  solicit or attempt to solicit  any person or entity who is or has
     been (i) a customer of the Company at any time (A) up to the date hereof or
     (B) during the Restricted Period to purchase Competing Products or Services
     (as herein defined) from  any person or entity (other than the Company), or
     (ii) a customer, supplier, licensor, licensee or other business relation of
     the  Company  at any time  (A) up to the date  hereof  or (B)   during  the
     Restricted Period to cease doing business with the Company, or

          (d)  solicit or hire any person or entity who is a director,  officer,
     employee or agent of the Company or any Affiliate of the Company to perform
     services for any entity other than the Company and its Affiliates.

          As used herein,  a "Competing  Business"  shall mean a business  which
     engages  or is  making  plans  to  engage,  in  whole  or in  part,  in the
     manufacturing,   marketing   and/or   distributing  of  products,   or  the
     performance, marketing and/or sale of services, which are competitive with,
     are similar  to, may be used as  substitutes  for, or may detract  from any
     products or services of the  Company or any  Affiliate  thereof  during the
     Restricted Period,  whether, in the case of products, such products are  or
     were  manufactured  by or for  the  Company  for  sale  by the  Company  or
     purchased as finished  goods for resale by the Company,  or, in the case of
     services, such services were performed the Company or by another company or
     person on behalf of the Company; the products and services subject to these
     restrictive  covenants being herein referred to as "Competing  Products and
     Services."

     8.   DISCLOSURE OF CONFIDENTIAL INFORMATION.  Employee recognizes that as a
result of his employment by the Company, he will have access to and will possess
Confidential Information (as defined below).  Accordingly,  as an inducement for
the Company to enter into this Agreement, Employee agrees that:

          (a)  for the  longest  period  permitted  by law from the date of this
     Agreement, (including during the Employment Term and thereafter),  Employee
     and each Affiliate of Employee shall hold in strictest confidence and shall
     not,  other than as required by law,  without the prior written  consent of
     the Company, for any reason directly or indirectly, use for his own benefit
     or that of any third party or disclose to any person,  firm or corporation,
     except as required in the performance of Employee's duties for the Company,
     any  Confidential  Information  (as defined  below).  For  purposes of this
     Agreement,   intending   that  the  term   shall  be   broadly   construed,
     "Confidential  Information"  shall  mean  all  information,  and all  data,
     knowledge, documents and other

                                       4
<PAGE>


     tangible items,  relating to the Business,  which is protectable as a trade
     secret under applicable law or is subject to the reasonable  efforts of the
     Company to maintain its secrecy and from which secrecy it derives  economic
     value  to the  Company,  including,  but  not  limited  to,  the  following
     especially sensitive types of information relating to the Business:

               (i)  product development and marketing plans and strategies;

               (ii) unpublished  drawings,  manuals,   instruction   techniques,
          design  patterns,   know-how,   production   techniques,   proprietary
          formulas, research in progress, and the like;

               (iii) the identity, purchase and payment patterns of, and special
          relations  with  customers,   including  high  schools,  universities,
          colleges and other similar institutions;

               (iv) the  identity,  net prices and credit  terms of, and special
          relations   with,   suppliers   and  the  identity  and   compensation
          arrangements  of  Company   employees,   including   cheerleader  camp
          instructors;

               (v)  sales and other financial information; and

               (vi) proprietary software and business records.

     Confidential  Information also includes  information,  knowledge or data of
any third party doing  business  with the Company  (actively or  prospectively),
which  such  third  party   identifies  as  being   confidential.   Confidential
Information does not include any  information,  knowledge or data that is in the
public  domain or  otherwise  publicly  available  (other  than as a result of a
wrongful act by the Employee or an agent or other  employee of the Company or an
Affiliate of the Company).

     As used herein,  an "Affiliate" shall mean and include any person or entity
which  controls  a party,  which such party  controls  or which is under  common
control  with such party.  "Control"  means the power,  direct or  indirect,  to
influence or cause the direction of the  management  and policies of a person or
entity through voting securities, contract or otherwise;

          (b)  Employee  and each  Affiliate of Employee  (and if deceased,  his
     legal representative,  who shall be the person set forth as such in Section
     13(b) until written  notice of a successor is delivered to the Company (the
     "Representative") shall  promptly,  following a request  therefore from the
     Company,  return to the Company,  without retaining copies, all items which
     are or which contain Confidential Information,  it being agreed by Employee
     on behalf of his heirs,  successors  and assigns that the Company  shall be
     entitled to rely on any action taken by the  Representative  in  connection
     with this paragraph (b), and

          (c)  at the request of the Company made at any time,  Employee (and if
     deceased,   the  Representative)   shall  make,  execute  and  deliver  all
     applications,  papers,  assignments,   conveyances,  instruments  or  other
     documents and shall perform or cause to

                                       5
<PAGE>


     be  performed  such other  lawful acts as the Company may  reasonably  deem
     necessary  or  desirable  to  implement  any  of  the  provisions  of  this
     Agreement,  and shall give  testimony and cooperate  with the Company,  its
     Affiliates or its  representatives  in any controversy or legal proceedings
     involving the Company,  its Affiliates or its representatives  with respect
     to any Confidential Information.

     9.   INVENTIONS.  Employee acknowledges that in his capacity as Senior Vice
President of the Company,  he may be involved in (i) the conception or making of
improvements,  discoveries,  inventions  or  the  like  (whether  patentable  or
unpatentable  and whether or not reduced to  practice),  (ii) the  authorship of
copyrightable  works, or (iii) the development of trade secrets  relating to the
Business.  Employee  acknowledges  that all such  intellectual  property  is the
exclusive property of the Company. Employee hereby waives any rights he may have
in or to such intellectual  property, and Employee hereby assigns to the Company
all right,  title and  interest  in and to such  intellectual  property.  At the
Company's  request and at no expense to  Employee,  Employee  shall  execute and
deliver  all  such  papers,  including,   without  limitation,   any  assignment
documents,  and shall provide such cooperation as may be necessary or desirable,
or as the  Company  may  reasonably  request,  in order to enable the Company to
secure and exercise. its rights to such intellectual property.

     10.  SPECIFIC PERFORMANCE/REASONABLENESS/SEVERABILITY. Employee agrees that
any  violation by him of Sections 7, 8 or 9 of this  Agreement,  as  applicable,
would be highly injurious to the Company and would cause irreparable harm to the
Company.  By r6ason of the  foregoing,  Employee  consents and agrees that if he
violates  any  provision of Sections 7, 8 or 9  of this  Agreement,  the Company
shall be  entitled,  in addition to any other  rights and  remedies  that it may
have, to apply to any court of competent  jurisdiction for specific  performance
and/or injunctive or other relief in order to enforce, or prevent any continuing
violation of, the provisions of such Section.  In the event Employee  breaches a
covenant  contained in this  Agreement,  the  Restricted  Period  applicable  to
Employee with respect to such breached covenant shall be extended for the period
of such breach.  Employee further agrees that in the event the Employee violates
or  otherwise  breaches any  provisions  of this  Agreement,  in addition to any
action in equity to prevent further breach to which the Company is entitled, the
Employee  agrees to pay the Company the actual damages proven by the Company and
in  addition,  to pay  reasonable  attorney's  fees  incurred  by the Company in
enforcing this Agreement.  Employee also recognizes that the  territorial,  time
and  scope  limitations  set  forth  in  Sections  7 and 8, as  applicable,  are
reasonable  and are properly  required for the  protection of the Company and in
the event that any such  territorial,  time or scope  limitation is deemed to be
unreasonable  by a court of  competent  jurisdiction,  the Company and  Employee
agree, and Employee submits, to the reduction of any or all of said territorial,
time or scope  limitations to such an area,  period or scope as said court shall
deem reasonable under the circumstances.

     11.  TERMINATION;  SEVERANCE.

          (a)  Notwithstanding  the  provisions  of  Section  1  and  the  other
     provisions of this Agreement, Employee's employment with the Company may be
     terminated  at any time by the  General  Manager of the  division  in which
     Employee is employed,  the Company's  President or Board of Directors  "for
     cause," which shall include (i) Employee's  conviction for, or plea of nolo
     contendere to, a felony, (ii) Employee's

                                       6
<PAGE>


     commission  of an act  involving  self-dealing,  fraud or  personal  profit
     materially injurious to the Company,  (iii) Employee's commission of an act
     of willful  misconduct  or gross  negligence  in the  conduct of his duties
     hereunder, (iv) habitual absenteeism or any form of drug or substance abuse
     on the part of  Employee,  (v)  Employee's  failure to  perform  his duties
     hereunder  in  a  manner  reasonably  satisfactory  to  the  Company,  (vi)
     Employee's  breach ' or violation of any internal  policies or rules of the
     Company,  including  those  rules  adopted by the  Company  concerning  the
     purchase and sale of the common stock or other  securities of the Company's
     parent,  Riddell  Sports  Inc.,  by  employees  of the  Company,  or  (vii)
     Employee's  breach  of  any  material  provision  of  this  Agreement.  Any
     termination  by the Company  under this  Section 11(a) shall be in writing,
     and  shall  set  forth the  reason  for such  termination.  In the event of
     termination  under this Section  11(a),  the  Company's  obligations  under
     this Agreement  shall cease and Employee shall forfeit all right to receive
     any  compensation  or benefits  under this  Agreement,  including,  without
     limitation,  any unearned or unpaid performance bonus, except that Employee
     shall be entitled to his Salary and benefits (under Section 5) for services
     already performed as of the date of termination of this Agreement.  Without
     limitation,  termination of Employee  pursuant to  this Section 11(a) shall
     not relieve Employee of his obligations under Section 7, 8 or 9 hereof.

          (b)  Notwithstanding  the  provisions  of  Section  1  and  the  other
     provisions of this Agreement, Employee's employment with the Company may be
     terminated  at any time by the  General  Manager of the  division  in which
     Employee is employed, the Company's President or Board of Directors without
     cause, provided that in the event of such a termination,  Employee shall be
     entitled to severance as follows:  continuation  of his Salary and benefits
     (under  Section 5) through the period  ending six (6) months after the date
     of such termination (the "Severance Period"). Employee shall use reasonable
     efforts  during the Severance  Period to find  alternate  employment in the
     event  his  employment  hereunder  is  terminated  without  cause  and  the
     obligations  of the Company as to Salary  continuation  hereunder  shall be
     less any income received by Employee from such alternate employment and the
     obligation of the Company to continue  benefits  hereunder shall be reduced
     to the extent  comparable  benefits are available to Employee in connection
     with such alternate employment.  Except as otherwise  specifically provided
     above,  the Company's  obligations  under this  Agreement  shall cease upon
     termination   and  Employee   shall  forfeit  all  rights  to  receive  any
     compensation  or  benefits  under this  Agreement.  Without  limitation,  a
     termination  of Employee  pursuant to this  Section 11(b) shall not relieve
     Employee of his obligations under Section 7, 8 or 9 hereof, except that the
     restrictions  of  Section  7 shall  be  terminated  at the  earlier  of the
     Restricted  Period  established  under  Section 7 or the  Severance  Period
     established  in this Section 11(b).  Any   termination by the Company under
     this  Section 11(b)  shall be in writing,  No payments  shall be made under
     this  Section 11(b)  unless  and  until  Employee  shall  have  executed  a
     Settlement Agreement and General Release and Waiver.

          (c)  Notwithstanding  the  provisions  of  Section  1  and  the  other
     provisions of this Agreement, Employee's employment with the Company may be
     terminated  at any time by  Employee  upon 60 days  written  notice  to the
     President of the Company.  In the event of  termination  under this Section
     11(c),  the  Company's  obligations  under this  Agreement  shall cease and
     Employee shall forfeit all right to receive any compensation

                                       7
<PAGE>


     or benefits  under this  Agreement,  bonus,  except that Employee  shall be
     entitled to his Salary and benefits (under Section 5) for services  already
     performed  as of  the  date  of  termination  of  this  Agreement.  Without
     limitation,  termination of Employee's  employment pursuant to this Section
     11(c) shall not relieve Employee of his obligations  under Section 7, 8, or
     9 hereof.

12.  DEATH OR DISABILITY.

     (a)  If  Employee  becomes  permanently  disabled  (determined  as provided
below) during the Employment Term, his employment shall terminate as of the date
such  permanent  disability is  determined.  Employee shall be considered  to be
permanently disabled for purposes of this Agreement if he is unable by reason of
accident or illness (including mental illness) to perform the material duties of
his  regular  position  with the Company  and not  expected to recover  from his
disability  within a period  of six (6)  months  from  the  commencement  of the
disability.  If at any time  Employee  claims or is  claimed  to be  permanently
disabled,  a physician acceptable to both Employee,  or the Representative,  and
the Company  (which  acceptance  shall not be  unreasonably  withheld)  shall be
retained by the Company and shall examine  Employee.  Employee  shall  cooperate
fully  with  the  physician.  If  the  physician  determines  that  Employee  is
permanently  disabled,  the physician shall deliver to the Company a certificate
certifying  both that Employee is  permanently  disabled and the date upon which
the condition of  permanent   disability  commenced.  The  determination  of the
physician shall be conclusive.

     (b) Employee's  right to his compensation and benefits under this Agreement
shall  cease upon his death or  disability,  except  that (i)  Employee  (or his
estate or heirs) shall be entitled to his Salary and benefits  (under Section 5)
for services  performed as of the date of his death or permanent  disability and
(ii) in addition, with respect to termination due solely to Employee's permanent
disability as determined  pursuant to this Section 12, he shall also be entitled
to his Salary and benefits  (under  Section 5) through the period ending six (6)
months after the date such permanent disability began;  provided,  however, that
any such amounts for Salary continuation shall be reduced by any amount received
by Employee under any disability insurance policy.

13.  MISCELLANEOUS.

     (a)  Employee  agrees that during  employment and following the termination
of Employee's employment for any reason,  Employee will cooperate at the request
of the Company in the defense or  prosecution of any lawsuits or claims in which
the Company or its officers,  directors or employees  may be or become  involved
and which  relate to  matters  occurring  while  Employee  was  employed  by the
Company.

     (b)  All notices  hereunder  shall be in writing and shall be deemed  given
when  delivered  in person or when faxed with hard copy to follow,  or three (3)
business days after being deposited in the United States mail,  postage prepaid,
registered or certified

                                       8
<PAGE>


mail, or two (2) business days after delivery to a nationally recognized express
courier, expenses prepaid, addressed as follows:

                                 If to Employee:

                                 ----------------------------

                                 ----------------------------

                                 ----------------------------

                                 ----------------------------


                                 If to the Representative:

                                 ----------------------------

                                 ----------------------------

                                 ----------------------------

                                 ----------------------------


                                 If to the Company,

                                 Varsity Spirit Corporation
                                 2525 Horizon Lake Drive
                                 Memphis, Tennessee 38133
                                 Attention: Jeffry G. Webb

and/or  at such  other  addresses  and/or  to such  other  addressees  as may be
designated by notice given in accordance with the provisions hereof.

     (c)  This  Agreement  shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs,  successors and permitted assigns. No
party shall  assign this  Agreement  or its rights  hereunder  without the prior
written  consent of the other party hereto;  provided, however, that the Company
may assign this Agreement to any person or entity acquiring all or substantially
all of the  Business of the Company  (whether by sale of stock,  sale of assets,
merger, consolidation or otherwise).

     (d)  This Agreement contains all of the agreements between the parties with
respect to the subject  matter hereof and this  Agreement  supersedes  all other
agreements,  oral or written,  between the  parties  hereto with  respect to the
subject matter hereof.

     (e)  No change or  modification of this Agreement shall be valid unless the
same shall be in writing and signed by all of the parties  hereto.  No waiver of
any provisions of this Agreement  shall be valid unless in writing and signed by
the waiving party. No waiver of any of the provisions of this Agreement shall be
deemed,  or shall  constitute,  a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver, unless so provided
in the waiver

                                       9
<PAGE>


     (f)  If any provisions of this Agreement (or portions  thereof) shall,  for
any reason,  be invalid or  unenforceable, such provisions (or portions thereof)
shall be ineffective only to the extent of such invalidity or  unenforceability,
and the remaining  provisions  of this  Agreement  (or portions  thereof)  shall
nevertheless be valid, enforceable,  and of full force and effect. The Company's
rights under this Agreement shall not  be  exclusive and shall be in addition to
all other rights and remedies available at law or in equity.

     (g)  The section or paragraph headings or titles herein are for convenience
of reference only and shall not be deemed a part of this Agreement.

     (h)  This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an  original  and all of which when taken  together  shall
constitute a single instrument.

     (i)  This  Agreement  shall be  governed  and  controlled  as to  validity,
enforcement,  interpretation,  construction, effect and in all other respects by
the laws of the State of Tennessee  applicable  to contracts  made in that State
(other than any conflict of laws rule which might result in the  application  of
the laws of any other  jurisdiction).  Employee  hereby  expressly  submits  and
consents in advance to the  jurisdiction  of the federal and state courts of the
State of Tennessee for all purposes in connection  with any action or proceeding
arising out of or relating to this Agreement.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.

                                            VARSITY SPIRIT CORPORATION

                                            By: /s/ Jeff Webb
                                            ------------------------------
                                            Name:  Jeff Webb
                                            Title: Chief Executive Officer

                                            /s/ Greg Webb
                                            ----------------------------------
                                            GREG WEBB