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                       THIRD AMENDMENT TO LEASE AGREEMENT

         This Third Amendment to Lease Agreement ("Third Amendment") is dated as
of February   , 2000, by and between BROADWAY PARTNERS, an Illinois General
Partnership as Landlord and RIDDELL, INC., an Illinois Corporation as Tenant.

                                   WITNESSETH

         WHEREAS, on October 8, 1993, International Brotherhood of Painters and
 Allied Trades Union and Industry Pension Fund ("Prior Landlord") and Tenant
 entered into a Lease ("the Original Lease") for 51,155 square feet of space in
 the building located at 2050 Lively Boulevard, Elk Grove Village, Illinois (the
 "Building") for a term of April 1, 1994 through March 31, 1997.

         WHEREAS, on March 2,1995, prior Landlord and Tenant entered into a
 Lease Amendment Agreement whereby Tenant leased the entire 82,620 square feet
 (the "Premises") of the Building.

         WHEREAS, on September 17, 1996, Landlord and Tenant entered into a
Second Lease Amendment extending the term of the Lease to March 31, 2000, and
amending the rental rate pursuant to the Lease;

         (Hereinafter the Original Lease, the Lease Amendment Agreement and
Second Lease Amendment are hereinafter referred to "as the Lease")

         WHEREAS, Broadway Partners has succeeded to the interest of Prior
Landlord (hereinafter, Broadway Partners shall be referred to as "Landlord");

         WHEREAS, Landlord and Tenant desire to amend the Lease to extend the
term through March 31, 2005, amend the Base Rent to be paid under the Lease,
amend the Security Deposit requirement and to provide at the option of Tenant
for the construction of approximately 2,500 square feet of additional office
space, on the terms and conditions set forth herein.

          NOW THEREFORE, in consideration of Ten no/100 dollars and other good
 and valuable consideration, the receipt and sufficiency of which is hereby
 acknowledged by the parties, Landlord and Tenant agree as follows:

         1.       Term. Paragraph 1 of the Lease is amended to provide that the
                  expiration date of the Lease shall be March 31, 2005.

         2.       Base Rent. Paragraph 2a is amended to provide that the base
                  rent to be paid by Tenant to Landlord hereunder
                  shall be as set forth in the rent schedule attached hereto as
                  Schedule A.

         3.       Paragraph 2b of the Lease is hereby amended as follows:

                  SECURITY DEPOSIT

                           Landlord presently holds the amount of $30,146.10 as
                  the Security Deposit. Upon the signing of this Third
                  Amendment, Tenant shall deposit with Landlord the


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                  amount of $4,967.40, which will increase the Security Deposit
                  to the sum of $35,113.50 as security for the faithful
                  performance and observance by Tenant of the terms, conditions
                  and provisions of this Lease including without limitation, the
                  surrender of possession of the Premises to Landlord as herein
                  provided. At the option of Tenant, the Security Deposit may be
                  in the form of an irrevocable letter of credit ("Letter of
                  Credit") issued on the account of Tenant by a bank or
                  financial institution ("Issuer Bank"). The Letter of Credit
                  must provide for partial draws and that the same may be drawn
                  upon by Landlord pursuant to the provisions of this Section.
                  In the event Tenant defaults in respect of any of the terms,
                  provisions and conditions of this Lease, including, but not
                  limited to, the payment of Base Rent or Additional Rent, and
                  fails to cure said default within any applicable cure period,
                  Landlord may draw down upon said Letter of Credit and apply or
                  retain the whole or any part of the Security Deposit so
                  deposited to the extent required for the payment of any Base
                  Rent and Additional Rent or any other sum as to which Tenant
                  is in default or for any sum which Landlord may expend or may
                  be required to expend, as provided in this Lease, by reason of
                  Tenant's default in respect of any of the terms, covenants and
                  conditions of this Lease. If Landlord applies or retains any
                  part of the Security Deposit so deposited, Tenant, upon
                  demand, shall deposit with Landlord the amount so applied or
                  retained so that Landlord shall have the full Security Deposit
                  on hand at all times during the Term. If Tenant shall fully
                  and faithfully comply with all of the terms, provisions,
                  covenants and conditions of this Lease, the security shall be
                  returned to Tenant within ten (10) days after the Expiration
                  Date and after delivery of the entire possession of the
                  Premises to Landlord. In the event of a sale of the Building
                  or leasing of the Building, Landlord shall have the right to
                  transfer the Security Deposit to the purchaser or lessee and
                  Landlord shall whereupon be released by Tenant from all
                  liability for the return of the Security Deposit; and Tenant
                  agrees to look solely to the new landlord for the return of
                  the Security Deposit; and it is agreed that the provisions
                  hereof shall apply to every transfer or assignment made of the
                  Security Deposit to a new landlord. Tenant further covenants
                  that it will not assign or encumber or attempt to assign or
                  encumber the Security Deposit and that neither Landlord nor
                  its successors or assigns shall be bound by any such
                  assignment, encumbrance, attempted assignment or attempted
                  encumbrance.

         4.       Option to Terminate Lease. Tenant is hereby granted the one
                  time option to terminate the Lease (the "Termination Option")
                  effective March 31, 2003, upon the following terms and
                  conditions:

                  a.       Written notice of the election of Tenant to terminate
                           the Lease must be given by Tenant to Landlord on or
                           before October 1, 2002.

                  b.       Tenant's right to exercise the Termination Option
                           shall be contingent upon no Event of Default being
                           in existence under this Lease on the date of
                           exercise of the Termination Option or March 31, 2003,
                           whichever is applicable.

                  c.       Tenant's right to terminate the Lease shall be
                           contingent upon Tenant paying to Landlord the
                           following amounts:

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                           i.      The sum of $105,340.50; and

                          ii.      The unamortized cost of the Tenant
                                   Improvement's performed by Landlord pursuant
                                   to paragraph 5(a) below.

                  d.       Tenant shall make payment of one-half the amount
                           referred to in subparagraphs c (i) and (ii) above at
                           the time of delivery of written notice of the
                           election of the Termination Option, and shall pay the
                           balance no later than the effective date of
                           termination of the Lease as set forth in the
                           termination notice.

         5.       Tenant Improvements.

                  (a)      Upon written request from Tenant, Landlord at a cost
                           to Landlord not to exceed the sum of $62,500 will
                           construct approximately 2,500 square feet of
                           additional office space in the Premises (the "Tenants
                           Improvements"). Tenant shall reimburse Landlord for
                           the cost of the Tenant Improvements by amortizing the
                           cost thereof over the then remaining months of the
                           term of the Lease at an interest rate of 11%;
                           provided, however, Tenant shall reimburse Landlord
                           within ten days of substantial completion of the
                           Tenant improvements for any costs thereof in excess
                           of the sum of $62,500. Landlord shall construct the
                           Tenant Improvements pursuant to plans prepared by
                           Tenant (the "Tenant Plans") and reasonably approved
                           by Landlord. Upon substantial completion of the
                           Tenant Improvements, Tenant shall be obligated to
                           reimburse Landlord for said Tenant Improvements as
                           set forth above. Upon the completion of the Tenant
                           Improvements, the parties shall execute an agreement
                           memorializing the amount due from Tenant to Landlord
                           each month to reimburse Landlord for the Tenant
                           Improvement Work.

                  (b)      Landlord shall give Tenant not less than 5 days
                           notice of the date of the expected substantial
                           completion date of the Tenant Improvements. If Tenant
                           disputes Landlord's notice that the Tenant
                           Improvements have been Substantially Completed,
                           Tenant shall deliver notice of such dispute to
                           Landlord within five (5) days after Landlord's
                           delivery to Tenant of Landlords' Notice of
                           Substantial Completion. The failure of Tenant to
                           deliver the foregoing Notice within such five (5) day
                           period shall preclude Tenant from claiming at a later
                           date that the Tenant Improvements have not been
                           Substantially Completed. Tenant's Notice disputing
                           Landlord's notice of Substantial Completion must
                           state with specificity which items Tenant disputes
                           are not Substantially Completed. In the event Tenant
                           delivers the foregoing Notice within such five (5)
                           day period, and Landlord and Tenant cannot mutually
                           agree on the date of Substantial Completion within
                           fifteen (15) days of Tenant's delivery of the
                           foregoing Notice, or such longer period as Landlord
                           and Tenant may agree upon, then the parties shall
                           each select an architect who in turn shall select a
                           third party licensed architect, whose determination
                           as to substantial completion shall be binding. The
                           parties shall each pay for their own architect and
                           split the cost of the third party architect.


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                  (c)      In addition to the office space referred to in
                           Paragraph 5(a) above, Tenant shall have the option to
                           construct up to 2,500 square feet of additional
                           office space (the "Additional Space") pursuant to
                           plans and specifications prepared by the Tenant and
                           approved by the Landlord. Payment of the Additional
                           Space improvements will be the sole responsibility of
                           the Tenant. Landlord shall have the right to
                           condition its consent to the work for the Additional
                           Space upon review of the following information from
                           Lessee: (i) the names and addresses of all
                           contractors, subcontractors and material suppliers
                           who will be present on the Premises; (ii) copies of
                           all contracts pertaining to the performance of the
                           work for which such access is being requested; (iii)
                           copies of all licenses and permits required in
                           connection with the performance of the work for which
                           such access is being requested; and (iv) certificates
                           of insurance and instruments of indemnification
                           against all claims, costs, expenses, liens, damages,
                           and liabilities which may arise in connection with
                           such work in amounts and with companies reasonably
                           acceptable to Landlord. Tenant agrees that in
                           accordance with Paragraph 7 of the Original Lease
                           that upon expiration of the term, upon written notice
                           from Landlord it will remove the Additional Space and
                           restore the Premises to its original condition.

         6.       Tenants Payments for Fire and Casualty Insurance and
                  Landscaping:

                  a.       Tenant shall pay all costs of Fire and Casualty
                           Insurance for the Building above the base year for
                           Fire and Casualty Insurance which for purposes hereof
                           is deemed to be April 1, 2000 through March 31, 2001.

                  b.       Tenant shall pay Landlord for all landscaping costs
                           incurred in connection with the Building in each year
                           of the Lease which exceeds the sum of $4,500 per
                           year.

                  c.       Tenant shall pay to Landlord the costs set forth in
                           subparagraphs a and b above within 15 days of receipt
                           of invoice thereof from Landlord.

         7.       The parties agree that all other terms and conditions of the
                  Lease remain in full force and effect.

         8.       Tenant agrees to provide Landlord with an original copy of
                  this amendment properly signed and attested to by a duly
                  authorized officer of the corporation approving this Third
                  Amendment prior to April 1, 2000, and prior to Landlords
                  obligation to commence the Tenant Improvements as set forth in
                  paragraph 5 hereof.


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        IN WITNESS WHEREOF, the parties hereto have set their hands and seals as
of the date set forth above.


LANDLORD:                                    TENANT:

BROADWAY PARTNERS, an Illinois               RIDDELL CORPORATION, an Illinois
General Partnership                          Corporation

By:  /s/ William J. O'Neill                  By:  /s/ William Sherman
   --------------------------------             ------------------------------

Title: One of its Genera1 Partners           Title:  Senior Vice President

Print Name: WILLIAM J. O'NEILL               Print Name: WILLIAM SHERMAN


                                             Attest:



                                             /s/ Richard A. Lester
                                             ---------------------------------
                                              Secretary


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                                  RENT SCHEDULE
--------------------------------------------------------------------------------
                            Rent per Sq. Ft.*   Monthly Rent       Annual Rent
--------------------------------------------------------------------------------
Year 1: 4/1/00 - 3/31/03          $5.10          $35,113.50         $421,362.00
--------------------------------------------------------------------------------
Year 2: 4/1/03 - 3/31/05          $5.20          $35,802.00         $429,624.00
--------------------------------------------------------------------------------

 * Rent calculated upon 82,620 square feet.

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