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                             UMBRO LICENSE AGREEMENT


        THIS UMBRO LICENSE AGREEMENT (this "Agreement") is entered into as of
_________________, 1998 (the "Effective Date"), by and between UMBRO
INTERNATIONAL, INC., a company organized and existing under the laws of the
State of South Carolina, U.S.A., having its principal office at Post Office Box
3725 Park Place, Greenville, South Carolina 29608 ("UMBRO"), and Varsity Spirit
Fashions & Supplies, Inc., a company organized and existing under the laws of
Minnesota, having its principal office at 900 Third Avenue, New York, NY 10022
("Licensee"). Definitions for capitalized terms used in this Agreement and not
otherwise defined are included in the Glossary attached hereto which is
incorporated as part of this Agreement.

                                   Background

        UMBRO is a leading world-wide manufacturer and marketer of soccer
equipment and apparel bearing the Trademarks. Licensee has the desire and
capability to market and sell (and to manufacture or arrange for the manufacture
of certain of) the Products bearing the Trademarks within the Territory.
Therefore, UMBRO desires to grant the License to Licensee, and Licensee desires
to accept such License from UMBRO, according to the terms and conditions of this
Agreement.

                               W I T N E S S E T H

        The parties hereto hereby mutually agree as follows:

                                    ARTICLE 1
               Appointment; Products; Business Plans; Sponsorships

1.1     Grant of License. UMBRO hereby appoints Licensee, and grants to Licensee
        a License to use the Trademarks in the Territory for purposes of the
        manufacture, marketing and sale of all of the Products as agreed between
        both parties during the Term of this Agreement, all in accordance with
        the terms hereof and with the exclusivity set forth in Section 2.1
        hereof. Licensee hereby agrees to distribute and supply the Products
        under the Trademarks for use in the Territory.

1.2     Products.

        1.2.1     The License granted under this Agreement is particular only to
                  the Products.

        1.2.2     Right of First Refusal for Excepted Products.

                  If after May 31, 1999 UMBRO or any of its Affiliates desires
                      to use any Trademark on any Excepted Product in any
                      channel of distribution itself


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                      without entering into a license agreement or other
                      understanding with a third party to market and/or sell
                      such product bearing any Trademark, it will give Licensee
                      written notice of such desire and thirty (30) days to
                      exercise its right of first refusal described below. If
                      after May 31, 1999 UMBRO desires to grant Licensee a
                      license to manufacture, sell, or market any Excepted
                      Product, it will give Licensee written notice of such
                      desire and thirty (30) days to exercise its right of first
                      refusal. Licensee will have a right of first refusal for
                      30 days from receipt of any such notice to advise UMBRO in
                      writing of Licensee's desire to license the Excepted
                      Products in the Team Channel of Distribution. Effective
                      immediately and automatically upon giving written notice
                      of its desire to license such Excepted Product, such
                      Excepted Product will be a Product under this Agreement
                      for manufacture, sale and/or marketing by Licensee in the
                      Team Channel of Distribution and such other channels of
                      distribution as UMBRO shall reasonably approve, with no
                      adjustment to the Minimum Sales, Minimum Royalty, royalty
                      or other provisions hereof.

                  UMBRO shall deliver written notice to Licensee at such time
                      after May 31, 1999 that UMBRO or any of its Affiliates
                      desires to enter into a license or similar arrangement
                      granting an Excepted Products Licensee the right to use
                      any Trademark in connection with the sale and/or marketing
                      of any Excepted Products in any channel of distribution,
                      detailing the specifics of the prospective use and the
                      terms of such proposed license or other arrangement (the
                      "Excepted Product License Notice"). The following terms
                      shall govern the parties' rights and obligations in this
                      connection:

                  Licensee will have a right of first refusal for 30 days (the
                      "Exercise Period") from receipt of such Expected Products
                      License Notice to notify UMBRO in writing that it desires
                      to manufacture, market and/or sell such Excepted Product
                      in the Territory in the Team Channel of Distribution upon
                      substantially the same terms and conditions as set forth
                      in the Excepted Products License Notice or upon such other
                      principal business terms as Licensee shall specify in its
                      notice to UMBRO.

                  At such time during the Exercise Period that Licensee delivers
                      written notice to UMBRO of its desire to license such
                      Excepted Product on substantially the same terms as set
                      forth in the Excepted


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                      Products Notice, such Excepted Product shall be deemed a
                      Product hereunder and may be manufactured, sold and/or
                      marketed by Licensee thereafter on such terms set forth in
                      Licensee's notice in the Team Channel of Distribution and
                      such other channels of distribution as UMBRO shall
                      reasonably approve.

                  If Licensee proposes terms for such license that are not
                      substantially the same terms as set forth in the Expected
                      Products Licensee Notice, then UMBRO shall negotiate with
                      Licensee in good faith with respect to any term or
                      condition that Licensee proposes. If on or before the last
                      day of the Exercise Period UMBRO and Licensee agree upon
                      the principal business terms of a license for such
                      Excepted Product, then effective immediately and
                      automatically upon such agreement, such Excepted Product
                      will be a Product under this Agreement for manufacture,
                      sale and/or marketing by Licensee thereafter upon such
                      terms and conditions in the Team Channel of Distribution
                      and such other channels of distribution as UMBRO may
                      reasonably approve.

                  In the event Licensee does not desire to license the Excepted
                      Products or, if applicable, the parties fail to negotiate
                      the terms of the license, despite their good faith
                      efforts, UMBRO may proceed with its plans to license (on
                      no more favorable terms than offered to Licensee) or
                      market directly the Excepted Products to the Branded
                      Channel of Distribution.

                  The following provisions shall apply to the licensing/direct
                      marketing of Excepted Products:

                      (i)    The licensee must market any Excepted Products it
                             handles directly and may not sublicensee any
                             Excepted Products.

                      (ii)   In the event UMBRO fails to market directly or
                             finalize a license to market the Excepted Products
                             within 180 days of the expiration of the above 90
                             day period, the rights to such Excepted Products
                             will revert to Licensee for the Team Channel of
                             Distribution.

                      (iii)  No more than one Excepted Product Licensee may be
                             added in any given calendar year, and no more than
                             a total of two


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                             Excepted Product Licensees may be added during the
                             Term (including any renewal Term).

                      (iv)   The licensing and marketing of Excepted Products
                             must adhere to the Standards and Marketing Policy.

                      (v)    For Excepted Products, whenever introduced,
                             Licensee will receive, until the later of December
                             31, 2003 or the fourth anniversary of the
                             introduction of the Excepted Product, one (1%)
                             percent of the higher of (a) the net sales by UMBRO
                             or Excepted Products Licensee of Excepted Products
                             or (b) the minimum net sales by Excepted Products
                             Licensee of Excepted Products. After the later of
                             the conclusion of the four year anniversary or
                             December 31, 2003, Licensee will receive until the
                             end of the renewal term one-half (1/2%) percent of
                             the higher of (a) the net sales by UMBRO or
                             Excepted Products Licensee of Excepted Products or
                             (b) the minimum net sales by Excepted Products
                             Licensee of Excepted Products. Such receipts shall
                             be subject to this Agreement being in effect at the
                             time of payment of such receipts.

                      (vi)   If the Excepted Products Licensee or UMBRO plans to
                             manufacture, sell or market footwear as used on the
                             field of play for football or baseball/softball,
                             either as a single product or along with any number
                             of Products or product categories, then Licensee
                             may exercise its right of first refusal as set
                             forth in Section 1.2.2 with respect to the football
                             or baseball/softball footwear separately from the
                             other Excepted Products or product categories to be
                             manufactured, sold or marketed by the Excepted
                             Products Licensee or UMBRO.

1.3     Business Plans.

        (a)   Throughout the Term of this Agreement, UMBRO and Licensee shall
              confer at least twice each year in order to update and establish
              Licensee's business plans in a manner reasonably acceptable to
              UMBRO ("Business Plans"). The Business Plans shall cover
              strategies and activities intended to build, strengthen and
              protect the value and distinction of the Trademarks, as well as
              manage sales volume and profitability for the Products. Licensee
              and any sublicensees requested by UMBRO shall also participate at
              Licensee's discretion in the review of Strategic


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              Planning Systems, which are systems for the analysis of trademark
              dynamics, and UMBRO's and competitors' relative market positions,
              all with a view to set strategy and initiatives for the ensuing
              period as may be scheduled by UMBRO from time to time.

        (b)   Specific areas to be addressed in the Business Plans shall
              generally include the matters described in Sections 3.1, 4.1, and
              4.5 hereof.

1.4     Sponsorship Agreements.

        (a)   Licensee may enter into appropriate sponsorship, promotion or
              endorsement agreements with leagues, teams and individual players
              operating in the Territory (a "Licensee Sponsorship Agreement").
              Licensee agrees to use reasonable efforts to cause each such
              Licensee Sponsorship Agreement to be wholly and exclusively
              assignable by Licensee to UMBRO or UMBRO's designee without fee
              and without the necessity of consent by the sponsor upon
              termination of this Agreement.

        (b)   UMBRO may, exclusively at UMBRO's option, enter into sponsorship,
              promotion or endorsement agreements with leagues, teams or
              individual players operating in the Territory. If UMBRO does so,
              sales of Products in the Territory in connection with such
              agreements to the Team Channel of Distribution will be made
              exclusively by or through Licensee on such terms as may be agreed
              by Licensee and UMBRO, but in no event shall Licensee be required
              to sell any Product at an amount that is less than Licensee's
              wholesale price for such Product to similar buyers. Except as
              otherwise set forth in this Section 1.4, UMBRO shall not take
              commercially unreasonable actions with regard to the obligations
              listed on The Sports Marketing Financial Obligation Schedules
              dated April 13, 1998, a copy of which is attached hereto as
              Appendix B, that may adversely impact the global goodwill
              associated with the Trademarks.

Deborah Keller.

        For the period beginning January 1, 1999 through the end of the term of
              the agreement dated July 9, 1997 between UMBRO and Deborah Keller
              as in effect on the Effective Date ("Keller Contract"), and
              provided UMBRO obtains for Licensee the right to use Keller's
              name, likeness, signature and image to the same extent UMBRO has
              under the Keller Contract, and subject to the outcome of pending
              arbitration proceedings, Licensee will pay to Keller on behalf of
              UMBRO 40% of the amounts due under Sections B.1.d, 3(a) and 3(b)
              thereof. Notwithstanding the foregoing, Licensee will


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              not be obligated to pay any amount relating to the sale of any
              Product bearing Keller's endorsement unless such Product is sold
              by Licensee. In the event UMBRO is required to advance 1999 or
              subsequent sponsorship payments to Keller, Licensee will reimburse
              40% of those advanced payments to UMBRO by making such payments to
              UMBRO on the same payment schedule set forth in the Keller
              Contract

        Furthermore, Licensee will supply Keller with up to 40% of the Core
              Category Products required to be supplied under the Keller
              Contract in accordance with its terms.

        In no event shall Licensee be obligated to pay (including the price of
              Product) in the aggregate more than US$50,000 per calendar year
              with respect to the Keller Contract.

        Licensee and the Primary Branded Licensee shall have the sole right to
              renew the Keller Contract. UMBRO shall not be a party to any
              renewal of the Keller Contract by Licensee and the Primary Branded
              Licensee.

(d)  USISL.

        For the period January 1, 1999 through December 31, 1999 and provided
              the consent required by Section 1.4(d)(ii) has been obtained and
              the USISL Contract is in effect, Licensee shall pay USISL on
              behalf of UMBRO the lesser of $250,000 or 40% of the amounts
              required to be paid, including the cost of all Product required to
              be supplied (including shipping) by UMBRO under Section 2.3 of the
              Sponsorship Agreement dated November 3, 1995 between UMBRO and
              USISL, renewed on January 9, 1997 and as amended on or about
              November 9, 1998 (the "USISL Contract"), payable at such dates set
              forth in Section 2.3 of the USISL Contract. UMBRO further agrees
              that any outstanding payable owed to USISL by UMBRO as of the
              Effective Date will be paid in full within eighteen months
              following the Effective Date. In the event such outstanding
              payable is not paid in full within eighteen months of the
              Effective Date, Licensee shall have the option to pay to USISL on
              UMBRO's behalf the remaining portion of such outstanding balance
              and offset all such amounts against royalties due to UMBRO until
              such amounts are repaid in full to Licensee.

        On or before December 31, 1998 UMBRO shall obtain the written consent of
              USISL for Licensee to use the USISL trademarks, logos and other


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              intellectual property rights to the same extent as UMBRO is
              granted such rights under the USISL Contract.

        UMBRO shall notify Licensee in writing promptly upon receipt of notice
              of any alleged breach of any provision of the USISL Contract or of
              alleged termination or expiration thereof.


(e)  Miami Fusion.

        Except as set forth herein, UMBRO will be responsible for cash payments
              and required products at cost to the Miami Fusion or MLS through
              the end of the agreement dated April 15, 1997, between UMBRO and
              MLS (the "Fusion Agreement") and will use its commercially
              reasonable efforts to renew the Fusion Agreement through the 2003
              season.

        If the Fusion Agreement is not renewed or maintained during the Initial
              Term of this Agreement due to the cost of the Fusion Agreement
              exceeding $800,000 per year, then UMBRO may, at its option,
              sponsor another team within the MLS at a similar cost. If the
              Miami Fusion or such other MLS team is not sponsored by UMBRO or
              the cost of sponsoring the Miami Fusion or such other MLS team is
              less than $800,000 per year, then during each Annual Period UMBRO
              will fund other types of marketing support acceptable to Licensee
              through the Initial Term of this Agreement equal to the lesser of
              (i) 40% of the difference between $800,000 and the actual annual
              sponsorship cost of the Miami Fusion or such other MLS team or
              (ii) Licensee's past calendar year royalties less $80,000.

        During calendar year 1999, Licensee will advance funds and products at
              cost as needed to UMBRO, up to a maximum of $320,000, to satisfy
              UMBRO's obligations under the Fusion Agreement. These advanced
              funds will be repaid to Licensee in the form of a credit against
              royalties, due UMBRO commencing January 1, 2000 and ending when
              all advanced Fusion Agreement funds have been recovered. In
              addition, the royalty rate for calendar year 2000 as set forth in
              Appendix J shall be reduced by 0.6%. Notwithstanding the
              foregoing, if this Agreement expires or terminates prior to full
              recovery by Licensee, UMBRO shall pay Licensee such shortfall upon
              expiration or termination.

        UMBRO shall take reasonable efforts to attempt to obtain for Licensee
              the right to


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              use the Club Badge of the Miami Fusion or any other MLS team
              sponsored by UMBRO on the Products and related advertising and
              promotional materials in the manner allowed under the Fusion
              Agreement or any other agreement with an MLS team sponsored by
              UMBRO.

        UMBRO shall notify Licensee in writing promptly upon receipt of notice
              of any alleged breach of any provision of the Fusion Agreement or
              any renewal thereof or of any MLS sponsorship agreement or any
              alleged termination or expiration thereof.

1.5     Appendices. The following Appendices attached to this Agreement are
        hereby incorporated as part of this Agreement:

        Appendix A           List of Core Category Products
        Appendix B           Sports Marketing Obligation Schedule
        Appendix C           Form of Quarterly Report
        Appendix D           Notices and Communications
        Appendix E           Trademarks
        Appendix F           Standards
        Appendix G           Application for Authorized Manufacturer
        Appendix H           (omitted)
        Appendix I           Authorized Manufacturers
        Appendix J           Royalty Schedule
        Appendix K           Manufacturer's Authorization Agreement
        Appendix L           Approved Team Channel of Distribution Accounts


                                    ARTICLE 2
                        Exclusive Rights and Limitations

2.1     Scope of Exclusivity in Territory.

(a)     During the Term of this Agreement except as provided in Sections 1.2.2,
              2.1(c) and 12.1, UMBRO and its Affiliates will not directly and
              will not authorize others to sell Products in the Territory under
              the Trademarks or variations thereof; however, UMBRO shall have no
              responsibility other than stated in Section 2.1(b) as to the sale
              of any Products that may occur in the Territory without UMBRO's
              authorization.

(b)     In the event that UMBRO learns that its other licensees and/or
              distributors who are authorized to sell the Products in locations
              outside the Territory are in fact directly


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              or indirectly, selling the Products in the Territory, UMBRO shall
              take all action reasonably and legally available to stop such
              sales and to prevent the sales from recurring.

(c)     (i)   Nothing contained herein shall prohibit UMBRO and its Affiliates
              or other licensees from the manufacture and sourcing of Products
              in the Territory;

        (ii)  It is acknowledged that UMBRO may sell and/or ship Core Category
              Products from its existing inventory through its historical
              channels of distribution, including but not limited to, UMBRO
              owned retail stores for (x) orders on hand and (y) until December
              31, 1998 from its existing inventory of Core Category Products
              which Licensee has not purchased from UMBRO as of the execution of
              this Agreement (the "UMBRO Inventory Sales"). UMBRO agrees to
              consult with Licensee concerning UMBRO's disposition of Core
              Category Products in order to minimize the impact of such
              disposition on the image/goodwill of the Trademarks.;


        (iii) It is acknowledged that UMBRO will be entering into a license
              agreement with the Primary Branded Licensee for the manufacture,
              marketing and sale of Branded Products for the Branded Channel of
              Distribution (the "Branded License Agreement"). UMBRO agrees that
              each of the Primary Branded Licensee and Licensee may sell the
              other's respective products in their respective channels of
              distribution. Licensee acknowledges that it shall not have the
              exclusive right to manufacture or sell Branded Products in the
              Territory.

(d)     (i)   Licensee shall have the exclusive right to market and sell Core
              Category Products bearing the Trademarks in the Team Channel of
              Distribution in the Territory with the exceptions that the Primary
              Branded Licensee may sell Core Category Products in the Branded
              Channel of Distribution and that UMBRO may make UMBRO Inventory
              Sales under Section 2.1(c)(ii). Licensee shall also have the
              non-exclusive right to manufacture Core Category Products bearing
              the Trademarks in the Team Channel of Distribution in the
              Territory. If Licensee desires to sell Core Category Products to a
              sporting goods store which is not already approved and listed on
              Appendix L, then it shall request the approval of UMBRO to do so
              by sending UMBRO written notice of the identity of such account
              and providing such other information as UMBRO shall reasonably
              request. UMBRO may disapprove of adding such account to the Team
              Channel of Distribution in its reasonable determination. Failure
              by UMBRO to give written disapproval of the addition of such new
              account providing the reasons therefore within seven (7) days from
              the date of receipt of the request by UMBRO will be deemed
              approval.


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        (ii)  Licensee acknowledges it shall not have the right to manufacture
              International Licensed Products and must source all International
              Licensed Products through UMBRO, except as provided in Section
              3.3(a).

        (iii) Licensee shall have the right to sub-license the manufacture,
              marketing and sale of certain accessory Core Category Products
              such as caps and socks subject to UMBRO's right to disapprove the
              sub-licensee for just cause.

        If Licensee desires to sublicense the manufacture, marketing or sale of
              any Core or Non-Core Category Products (other than accessory Core
              Category Products including caps and socks), it shall request the
              written approval of UMBRO, identifying the Product and proposed
              sublicense and providing such other information as UMBRO shall
              reasonably request. UMBRO shall have thirty (30) days to approve
              or disapprove such request, with the disapproval relating to
              Non-Core Category Products being in UMBRO's reasonable judgment.
              In the event UMBRO does not notify Licensee of its approval or
              disapproval with thirty (30) days, Licensee shall so inform UMBRO.
              UMBRO shall then have an additional fifteen (15) days in which to
              approve or disapprove such request. Failure by UMBRO to notify
              Licensee of its approval or disapproval with such fifteen (15) day
              period will be deemed an approval by UMBRO.

(e)     (i)   Licensee has the exclusive right to manufacture, market and sell
              Non-Core Category Products in all channels of distribution in the
              Territory. If Licensee desires to sell a Non-Core Category
              Product, Licensee shall request the Advance Approval of UMBRO to
              sell such Product, identifying the Product and providing such
              other information as UMBRO shall reasonably request. UMBRO may
              approve or disapprove such request in its reasonable judgment.

(f)     (i)   Licensee has the non-exclusive right to manufacture and, subject
              to the Primary Branded Licensee's rights set forth in Section
              2.4(b), the exclusive rights to market and sell Other Goods in all
              channels of distribution in the Territory. If Licensee desires to
              sell an Other Good, Licensee shall request the Advance Approval of
              UMBRO to sell such Product, identifying the Product and providing
              such other information as UMBRO shall reasonably request. UMBRO
              may approve or disapprove such request in its reasonable judgment.

        (ii)  Licensee acknowledges that the terms of the Branded License as in
              effect on the date hereof grants the Primary Branded Licensee
              substantially the same rights to manufacture, sell and market
              Other Goods; consequently, in the event that the


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              Primary Branded License and Licensee at substantially the same
              time request UMBRO's consent to sell the same type of Other Goods,
              then UMBRO shall within 14 days after receiving such conflicting
              requests determine in its good faith business judgment whether
              Licensee or the Primary Branded Licensee shall have the exclusive
              license for such Other Goods.

        (iii) If Licensee desires to sublicense the manufacture, marketing or
              sale of any Other Goods, it shall request the written approval of
              UMBRO, identifying the Product and proposed sublicensee and
              providing such other information as UMBRO shall reasonably
              request. In the exercise of its reasonable business judgment,
              UMBRO may approve or disapprove such request and will provide the
              reasons, if any, for disapproval in writing. Failure by UMBRO to
              give written disapproval of such request within seven (7) days
              from the date of submission will be deemed approval.

        (iv)  If Licensee sublicenses its rights to sell an Other Good, then
              Licensee shall pay the Primary Branded Licensee 60% of the
              royalties received from such sublicensee, net of any amounts due
              to UMBRO hereunder, expenses of Licensee attributable to such
              sublicense and any fees and expenses required to be paid by
              Licensee to any third party licensing agent with respect to such
              sublicense. Licensee shall remit such payments at such times as
              royalties are paid to UMBRO with respect to Net Sales by such
              sublicensee.

2.2     Limitations on Actions Outside Territory. Licensee agrees not to do any
        of the following during the Term of this Agreement without UMBRO's prior
        written consent:

        (a)   advertise the Products outside the Territory, or canvass or
              solicit orders for the Products outside the Territory other than
              as permitted under Section 13.18;

        (b)   open sales outlets or distribution depots for the resale of the
              Products outside the Territory;

        (c)   otherwise dispose of the Products or supply the Products to anyone
              (inside or outside the Territory) who Licensee knows or should
              know intends to resell or distribute the Products outside the
              Territory except to other licensees and distributors authorized by
              UMBRO to sell the Products in the locations to which such Products
              are destined; or

        (d)   invoice, supply or otherwise dispose of Products to anyone outside
              the Territory other than UMBRO or, with UMBRO's written consent,
              UMBRO's Affiliates.


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2.3     Branded License Agreement.

        (a)   In the event the Branded License Agreement is terminated or
              expires without renewal for any reason during the Initial Term or
              the renewal Term of this Agreement, UMBRO agrees to give Licensee
              written notice of any such termination. Licensee will then have
              the right to assume responsibility for the Branded License
              Agreement at its option by giving written notice to UMBRO and
              taking over the Primary Branded Licensee's rights and obligations
              within thirty (30) days of receipt of such notice from UMBRO.
              Licensee's assumption of the Branded License Agreement shall be on
              the following terms:

              (i) If the Primary Branded Licensee termination occurs with no
                  outstanding monetary obligations of the Primary Branded
                  Licensee to UMBRO, or if Licensee elects to make all payments
                  due under the Branded License, then Licensee may assume the
                  Branded License under the same terms and conditions as held by
                  the Primary Branded Licensee.

              If the Primary Branded Licensee has not paid all amounts due under
                  the Branded License and Licensee elects not to make these
                  payments, then Licensee may assume the Branded License on the
                  same terms and conditions as held by the Primary Branded
                  Licensee, but at a flat 8% royalty rate during the
                  remainder of the initial Branded License term and at the
                  "prevailing UMBRO worldwide license rate" if the license
                  assumption occurs during the Branded License renewal term.

        (b)   UMBRO shall promptly notify Licensee in writing upon receipt of
              notice that the Branded Licensee seeks to assign, sell, dispose of
              or otherwise transfer or has so transferred the Branded License.
              Licensee shall have the right to disapprove in writing all such
              transactions. Licensee shall use its commercially reasonable
              judgment in exercising this right. With regard to the successor of
              the initial Primary Branded Licensee, Licensee shall not be deemed
              unreasonable if it fails to approve such Primary Branded Licensee
              that does not agree in a writing acceptable to Licensee to make
              the Joint Marketing Fund Allocation payments referenced in section
              5.4.



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                                    ARTICLE 3
                        General Undertakings of Licensee

3.1     Best Efforts.

(a)     Licensee agrees to use its best efforts to promote and increase the sale
              of the Products throughout the Territory under the Trademarks.

(b)     Licensee shall maintain sufficient staff, including a sales force of
              sufficient size, to distribute, sell and promote the sale of the
              Products throughout the Territory under the Trademarks. Such a
              staff shall include a sales manager (who may also have other
              duties) whose responsibilities shall include controlling the
              distribution of the Products and ensuring that the Products are
              distributed only to purchasers whose image and reputation are in
              keeping with UMBRO's image and the Marketing Policy. UMBRO agrees
              that the purchasers listed on Appendix L are in compliance with
              UMBRO's image and Marketing Policy.

(c)     Licensee agrees to use its best efforts to ensure that the Products are
              not distributed by unsuitable dealers. The criteria for
              determining the suitability of a dealer are set forth in the Brand
              and Product Marketing Manual, which has been delivered to Licensee
              either prior to or contemporaneously with the execution of this
              Agreement.

(d)     Licensee will ensure that all of its activities hereunder conform in all
              material respects with all applicable legislation, rules,
              regulations and statutory requirements in relation to its
              activities hereunder.

(e)     Licensee shall, in its good faith reasonable judgment, maintain
              sufficient inventory of Products to satisfy market needs and will
              report to UMBRO on a regular basis as requested by UMBRO
              concerning Licensee's inventory levels and movements in inventory.

(f)     Licensee shall ensure that each invoice for Products as sold hereunder
              will reflect the full cost of delivery, if any, charged to the
              customer with regard to such Products, and Licensee shall not
              charge its customer any additional amount not reflected on the
              invoice.

(g)     Licensee shall use all reasonable means to offer and maintain the supply
              of Products to UMBRO and all its licensees and distributors if
              requested to do so by UMBRO with due regard for Licensee's
              production capacity, lead times, Territory Product requirements,
              minimum order requirements, inventory levels and other similar
              factors.



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3.2     Competing Lines.

        Except as set forth in Section 3.2(b), Licensee and its Affiliates agree
              during the Term of this Agreement not to manufacture, market,
              distribute and/or sell any other line of competitive apparel,
              footwear or accessories for or to the same channels of
              distribution as the Products sold by Licensee in accordance with
              this Agreement. Apparel, footwear or accessories handled by
              Licensee shall be deemed to be competitive with the Products only
              if such goods are intended to be used mainly for on-the-field
              soccer participation or if such goods are directly or indirectly
              sold by Licensee in marketing channels that cater primarily to
              soccer and meet the criteria set forth in the Brand and Product
              Marketing Manual for an UMBRO account.

        Licensee and its Affiliates agree not to sell any apparel, footwear or
              accessories which are competitive with the Products to the extent
              set forth in Section 3.2(a). Nonetheless, UMBRO acknowledges that
              Licensee and its Affiliates have granted third parties broad
              license rights to manufacture, sell and/or market apparel,
              footwear, equipment and accessories that bear trademarks and
              designs other than the Trademarks and may be used for on-the-field
              participation in soccer. Such products are not deemed to be
              competitive products and may continue to be manufactured, marketed
              and/or sold by licensees of Licensee and its Affiliates. In
              addition, UMBRO acknowledges that Licensee and its Affiliates
              manufacture, market and/or sell through a direct sales force
              practice wear (including without limitation, tee shirts, shorts,
              sweats, etc.) bearing trademarks other than the Trademarks which
              may be used for on-the-field participation in soccer. Such
              products are not deemed to be competitive products and may
              continue to be manufactured, sold and/or marketed by Licensee or
              its Affiliates so long as such products are sold by the direct
              sales force of Licensee and its Affiliates to schools and so long
              as the Core Category Products sold to the Team Channel of
              Distribution are sold through sales representatives and not by
              such sales force.

        Notwithstanding Sections 3.2(a) or (b) or any other provision herein,
              Licensee shall not be permitted to manufacture, market or sell any
              products designed by UMBRO or its Affiliates or designed by
              Licensee for use as a Product herein, without such product bearing
              one or more of the Trademarks.

3.3     Sourcing of Products.

        (a)   Licensee shall not carry, market or sell Products other than those
              (i) purchased from UMBRO or its Affiliates, (ii) manufactured by
              Licensee or its Affiliates (unless


                                      -14-

<PAGE>

              such manufacture is prohibited under the terms of this Agreement)
              (inside or outside the Territory), or (iii) manufactured by an
              Authorized Manufacturer (if permitted hereunder) upon terms and
              conditions agreed to between Licensee and Authorized Manufacturer
              and consistent with the Manufacturer's Authorization Agreement.
              Licensee may not manufacture and may not source International
              Licensed Products, except for International Licensed Products
              bearing the Miami Fusion Club Badge, or the Club Badge of any MLS
              team subsequently sponsored by UMBRO, if any, from anyone other
              than UMBRO.

        (b)   Supply, delivery, price and payment terms with respect to Products
              purchased from UMBRO will be based upon UMBRO's standard terms and
              conditions at the time of order information. Other than for
              confirmed orders, Licensee agrees that UMBRO reserves the right
              upon 30 day written notice in its absolute discretion to vary up
              or down any price to be charged by UMBRO on any purchases
              thereafter. In addition, other than for confirmed orders, Licensee
              agrees that UMBRO is authorized to apportion Product among UMBRO,
              its Affiliates, Licensee, and other licensees and distributors in
              UMBRO's sole discretion.

        (c)   Under the terms of Article 7, Licensee and its Affiliates are
              authorized to manufacture Products or, subject to UMBRO's
              approval, designate Authorized Manufacturers for the manufacture
              of Products.

        (d)   An intentional and knowing material violation by Licensee of any
              of the sourcing requirements contained in this Section 3.3 or
              Sections 7.1, 7.3 and 7.5 shall result in a material breach of
              this Agreement without the opportunity or right to cure pursuant
              to Section 11.2(g) hereof. In this Section 3.3(d), "material"
              shall mean a violation that, in UMBRO's reasonable good faith
              judgment, undermines the purpose of the Authorized Manufacturer
              designation by preventing UMBRO, among other things, from
              controlling the source of manufacturing, the quality of
              manufacturing, the goodwill of the Trademarks or UMBRO's
              reputation in the global marketplace.

        (e)   In all purchases of Products from Licensee by UMBRO, Licensee's
              standard conditions of purchase as may prevail from time to time
              shall apply and each such order shall constitute a separate and
              distinct contract of purchase.

        (f)   UMBRO agrees that Licensee reserves the right upon thirty (30)
              days written notice in its absolute discretion to vary up or down
              any price to be charged by Licensee on any purchase thereafter by
              UMBRO.



                                      -15-

<PAGE>

3.4     Committees. UMBRO may, subject to Licensee's approval, appoint Licensee
        from time to time as a member of various committees or teams related to
        the Products or this Agreement. In that event, Licensee will through
        suitable personnel attend a reasonable number of the meetings at times
        and places selected by UMBRO upon at least 14 days' written notice to
        Licensee. Licensee shall pay the cost of its participation in such
        meetings.


                                    ARTICLE 4
                             Marketing; Sales Budget

4.1     Marketing Policy.

        (a)   Licensee shall market, promote and sell the Products in accordance
              with the material and applicable policies and guidelines set forth
              in the Marketing Policy. Licensee acknowledges its receipt of
              UMBRO's current Brand and Product Marketing Manual prior to or
              contemporaneously with the execution of this Agreement. UMBRO
              reserves the right to make reasonable modifications to the
              Marketing Policy from time to time and shall provide Licensee with
              any modifications to the Brand and Product Marketing Manual,
              provided any such addition to or modification of the Marketing
              Policy will be consistent with UMBRO's global marketing policy and
              no change to the Marketing Policy will be primarily applicable
              only in the Territory so that it adversely impacts the rights and
              obligations of Licensee under this Agreement as of the date of the
              change in the Marketing Policy.

        (b)   UMBRO Products will be sold and distributed by Licensee and its
              sublicensees, distributors and wholesalers so as to present an
              image of quality and value, consistent with merchandise priced in
              the middle-to-upper range among competitive brands in the market.
              Bargain sales and non-customary discount retail practices will be
              avoided although a reasonable number of such sales may be made to
              dispose of overstocks, unpopular styles, seconds, out of season
              merchandise or incomplete stock in accordance with general
              industry practice.

        (c)   There will be joint consultation by both parties on the
              implementation of the Marketing Policy in the Territory.

4.2     Wholesalers. Licensee may sell the Products to wholesalers for resale in
        the Territory provided that Licensee selects and manages such
        wholesalers so that they operate in accordance with the Marketing
        Policy.



                                      -16-

<PAGE>

4.3     Sales Budget. Licensee shall submit to UMBRO on or before October15 of
        each Annual Period a schedule in such form as UMBRO may from time to
        time by notice to Licensee reasonably require, showing in detail and by
        product category the projected sales of the Products hereunder for the
        following Annual Period (the "Sales Budget"). In addition, Licensee
        shall submit to UMBRO on or before April 15 of each Annual Period a
        Sales Budget for the remainder of such Annual Period. Licensee shall
        promptly give notice to UMBRO of any changes in circumstances which may
        materially affect the information provided in any such schedule.

4.4     Other Sales Information. Licensee shall within thirty (30) days after
        the end of each Quarter provide UMBRO with a completed Quarterly Report
        and within fifteen (15) days after the end of each month provide UMBRO
        with a completed Monthly Report.

4.5     Product Catalog. Licensee shall prepare and submit to UMBRO for UMBRO's
        approval Product catalogs in order to support the sale of Products.


                                    ARTICLE 5
                            Advertising and Promotion

5.1     A&P Expenditure.

        (a)   Licensee shall be responsible for arranging and conducting
              Advertising & Promotion ("A&P") in the Territory. During each
              Annual Period, including its commitments under Section 1.4 and
              5.1(d), Licensee shall expend at least three (3%) percent of the
              greater of (i) Licensee's Annual Net Sales for the preceding
              Annual Period, or (ii) the Annual Net Sales which would need to be
              achieved in the current Annual Period in order to generate the
              Minimum Royalty. This amount shall constitute the "A&P Budget".

        (b)   The A&P Budget shall be spent in connection with catalogs, public
              relations activities, trade shows, sales conferences, exhibitions,
              point of sale promotions, advertising displays, media advertising
              (including co-op advertising expenditures), promotional samples,
              sponsorships and other similar advertising and promotional
              activities to promote the UMBRO brand. Production costs in
              connection with the preparation of the foregoing materials shall
              also be allowable expenditures.

        (c)   Amounts spent as part of the A&P Budget shall consist of actual
              costs of catalogs, public relations activities, trade shows, sales
              conferences, exhibitions, point of sale promotions, advertising
              displays, media advertising (including co-op advertising


                                      -17-

<PAGE>

              expenditures), promotional samples, sponsorships and other similar
              advertising and promotional activities to promote the UMBRO brand
              (but excluding sales meetings, sales commissions, discounts and
              rebates).

        (d)   For calendar year 1999, Licensee agrees to pay, after receipt of
              invoices, one-third (1/3) of the Super Show costs up to $150,000
              for exhibition space, set-up, rentals, storage and other direct
              costs (collectively, the "Direct Costs") and UMBRO agrees to pay a
              like amount. Licensee will pay its one-third (1/3) share as funds
              are disbursed by UMBRO for the 1999 Super Show and will reimburse
              on the Effective Date one-third (1/3) of the amounts already
              advanced by UMBRO for the 1999 Super show. Thereafter, Licensee
              will consult with UMBRO and any other U.S. licensees to determine
              the annual Super Show expense with UMBRO to be responsible for,
              but in no event shall Licensee's expense be greater than one-third
              (1/3) of the Direct Costs. Licensee and UMBRO agree to share
              equally with the Primary Branded Licensee any contribution made to
              the Direct Costs by any other U.S. licensees. UMBRO, Licensee and
              the Primary Branded Licensee agree to explore opportunities to
              reduce their respective Direct Costs with respect to future Super
              Shows. In addition, prior to the 1999 Super Show, UMBRO shall
              supply Licensee with UMBRO's Super Show materials (banners,
              display cases, etc....) on hand.

5.2     Advance Approval of Advertising.

        (a)   Licensee shall submit in written or printed form to UMBRO, for
              UMBRO's Advance Approval, all advertising, packaging and other
              promotional material, while still in the conceptual stages and
              before such material is used, circulated or displayed. Licensee
              shall take reasonable steps to assure that advertising material is
              used (by customers and others) only as approved by UMBRO and only
              in accordance with applicable laws and regulations.

        (b)   In the event Licensee offers a cooperative advertising program and
              if requested by UMBRO, Licensee shall submit to UMBRO suitable
              evidence (such as "tear sheets") to prove that cooperative
              advertising material is properly used. If Licensee's publicity
              results in any publication or broadcast of the Trademarks,
              Licensee shall ensure that the publication or broadcast presents
              the Trademarks in an appropriate manner and in accordance with
              applicable Standards.



                                      -18-

<PAGE>

5.3     Prizes, Contests, etc. Licensee may not use the Products as prizes or in
        connection with any contest other than an athletic contest without the
        prior written approval of UMBRO. Licensee may not use the Products in
        any sweepstakes, lotteries, or games of chance or as an incentive to
        purchase any goods or services, except that, upon prior written approval
        from UMBRO, the Products may be used in the promotion of, or as an
        incentive in, the sale of other Products.

5.4     Joint Marketing Budget.

        UMBRO and its Affiliates agree that any Branded License other than the
              Branded License with Signal Apparel Company, Inc. shall require
              the Primary Branded Licensee to pay the Joint Marketing Fund
              Allocation at such times as Licensee and such other licensees
              shall agree to be spent promoting the Trademarks and Products in
              such a manner as agreed to by Licensee and such other licensees.

        (b)   In the Event that Licensee and any Primary Branded Licensees other
              than Signal Apparel Company, Inc. cannot agree on the manner in
              which to spend the Joint Marketing Fund Allocation, UMBRO shall in
              writing make such determination by exercising its reasonable
              business judgment within 14 days after notice from Licensee of
              such failure to agree.

5.5     UMBRO Marketing Support. UMBRO and its Affiliates agree to provide
        leadership for design, Product supply, and marketing direction for the
        Trademarks and for the benefit of Licensee in the Territory.


                                    ARTICLE 6
                                Use of Trademarks

6.1     Use on Products. All Products Licensee carries, markets or sells shall
        include and display the appropriate Trademarks (printed directly on
        Products, and on labels and packaging), in the manner directed by UMBRO.

6.2     Use for Marketing and Distribution. Licensee may use and display the
        Trademarks during the Term of this Agreement on signs, letterheads,
        packaging materials, and other advertising materials created for
        purposes of marketing and distributing the Products.

6.3     Standards. All use and display of the Trademarks by Licensee must be in
        conformity with applicable Standards.



                                      -19-

<PAGE>

6.4     Right to Review and Approve Usage. At UMBRO's request, Licensee shall
        permit UMBRO to examine Licensee's manufacturing, marketing, and
        distribution facilities during normal business hours and practices in
        order to verify Licensee's conformity with applicable Standards. In
        addition, at UMBRO's request, Licensee shall provide UMBRO with samples,
        photographs or copies of the use of the Trademarks in connection with
        the Products or on signs, letterheads, packaging materials, or other
        advertising materials in order to verify Licensee's conformity with
        applicable Standards. In the event that UMBRO determines that Licensee's
        use of the Trademarks does not satisfy applicable Standards, Licensee
        shall immediately, at UMBRO's request, take all steps necessary or
        appropriate to ensure that such Standards are met.

6.5     Prohibited Actions.

        (a)   No goods or materials that Licensee carries, markets or sells may
              include or display the Trademarks (in printed form on the
              Products, or on labels or packaging), except as authorized by this
              Agreement in connection with the advertising, sale and
              distribution of the Products.

        (b)   Licensee shall not engage in any practice or activity likely to
              mislead potential purchasers or customers into believing that an
              item is one of the Products when in fact it is not. Licensee
              agrees not to use, or authorize others to use, the Trademarks in
              any way that disparages the Trademarks or the Products, or
              otherwise diminishes the stature or image of quality of the
              Trademarks and the Products among the public.

        (c)   Licensee shall not use the name "UMBRO" or any of the Trademarks
              as part of Licensee's corporate, business or trading name or
              style, except with UMBRO's prior written consent and in
              conjunction with appropriate language indicating Licensee is a
              licensee of UMBRO. UMBRO acknowledges that Licensee intends to
              utilize the tradename "Umbro America" and consents to such use
              subject to the terms and conditions of this Agreement. During the
              Term, UMBRO shall not grant the right to use a tradename
              containing the word "Umbro" to any party for the purpose of
              offering goods or services to the Teamwear Channel of Distribution
              in the Territory other than Licensee.

        (d)   In the event Licensee wishes to identify itself, then Licensee
              shall only identify itself on the packaging of those Products it
              has manufactured solely as UMBRO's licensed manufacturer of such
              Products.

        (e)   Except as otherwise agreed in writing with UMBRO, in no event
              shall Licensee


                                      -20-

<PAGE>

              deviate in any manner in its use of any Trademark from the form of
              that Trademark detailed in Appendix E.

6.6     Use of Trademarks in Manufacturing.

(a)     In connection with the manufacture of the Products, Licensee may apply
              the Trademarks to the Products or their packaging by means of
              labels, hang tags, embroidery, imprints or otherwise, provided
              that the use and presentation of the Trademarks is approved by
              UMBRO in each instance.

(b)     Licensee may not apply the Trademarks to any item manufactured by
              Licensee or its contractors unless the item is a Product, or
              packaging for Products or advertising and promotional materials
              approved by UMBRO under Section 5.2.


                                    ARTICLE 7
                                  Manufacturing

7.1     Right to Manufacture. During the Term of this Agreement Licensee and its
        Affiliates are authorized to manufacture Products (other than those
        International Licensed Products excluded in Section 3.3), either in
        their own factories, using their own vendors existing as of the
        Effective Date or using Authorized Manufacturers. Vendors which are
        approved as of the Effective Date shall remain approved until January
        31, 1999. Licensee will submit to UMBRO on or before November 30, 1998 a
        request to designate such vendors as Authorized Manufacturers. Such
        vendors will be deemed Authorized Manufacturers unless UMBRO, in the
        exercise of its reasonable discretion, informs Licensee in writing on or
        before December 31, 1998 that such vendor will not be designated as an
        Authorized Manufacturer. In the event UMBRO provides such notice to
        Licensee, the such vendor's authorization will expire on January 31,
        1999. Such manufacturing is not limited to the Territory. All
        manufacturing of Products by Licensee and by all Authorized
        Manufacturers shall be solely for purposes of distribution and resale of
        all resulting Products by Licensee pursuant to this Agreement and/or by
        other licensees or distributors approved by UMBRO.

        (a)   In respect of any technical Product (i.e. any Product for the
              sport of soccer which UMBRO considers in its good faith and
              reasonable judgment to be technically innovative in that it
              contains unique features, construction and/or fabrications not
              found in competitive soccer products or any Product incorporating
              an UMBRO owned patent ) which UMBRO has designed and developed,
              UMBRO reserves the right to nominate an official manufacturer and,
              Licensee shall not be entitled to manufacture such Product or
              source such Product from any other manufacturer or


                                      -21-

<PAGE>

              Authorized Manufacturer. UMBRO reserves the right to designate, or
              to remove from such designation, Products which must be sourced in
              this manner, from time to time. In the event UMBRO, in its sole
              discretion, authorizes Licensee to manufacture such Product
              described in this Section 7.1(a), UMBRO and Licensee shall enter
              into a royalty-free patent license, if necessary, for the
              manufacture, sale and use of such patented technology on terms to
              be agreed at the time of entering into the patent license; and/or

        (b)   In respect of any Product for which sales samples have been
              supplied to Licensee by UMBRO, Licensee may only order bulk
              supplies of such Products, from the manufacturer of such sales
              sample. For Products which UMBRO has designed and Licensee has the
              right to manufacture, in the event that Licensee does not order
              sales samples through UMBRO but reasonably wishes to order sales
              samples and bulk supplies of such Products from its own sources,
              Umbro will provide Licensee with necessary Product data to enable
              Licensee to procure the manufacture of such Product pursuant to
              the terms of this Agreement.

7.2     Use of Authorization Statement. Whenever the Trademarks are used on or
        with a Product an Authorization Statement will be included with the
        Product, wherever aesthetically possible.

7.3     Advance Approval of Product Design. Prior to production and offering for
        sale of any Products which are to be manufactured by Licensee or any
        Authorized Manufacturer acting for Licensee, Licensee shall obtain
        Advance Approval from UMBRO, such approval not to be unreasonably
        withheld, with respect to proposed product design, materials, color
        palate, "themes", and Trademark usage. Request for Advance Approval
        shall be in the form of a full color line drawing or photograph with
        product specifications as appropriate. The production runs of each of
        the approved designs shall be in accordance with approved line drawings
        and specifications in all material respects.

7.4     Advance Approval of First Run Production Samples. Upon the introduction
        of a new Product by Licensee or upon Licensee's first time use of a new
        Authorized Manufacturer for any Product, Licensee shall submit to UMBRO
        first run production samples of each Product manufactured by Licensee or
        any Authorized Manufacturer acting for Licensee, together with a request
        for Advance Approval of the samples based on applicable Standards. At
        the time of submission, Licensee shall indicate any known deviation from
        such Standards, it being agreed that minor variations from the Standards
        in a previously approved Product or sample made to customize apparel to
        identify that team do not constitute "Deviations" from Standards.
        Production runs shall not be carried on except based on first run
        samples which have received Advance Approval.


                                      -22-
<PAGE>

7.5          Use of Authorized Manufacturer. In the event that Licensee desires
             to use either its own facilities or an outside contractor to
             manufacture the Products, then the Licensee's facilities or the
             contractor as the case may be must first be approved as an
             Authorized Manufacturer by UMBRO. A form of an application for
             approval of a contractor or Licensee as an Authorized Manufacturer
             is attached hereto as Appendix G. No contractor may use or
             otherwise deal with any of the Trademarks, unless the contractor is
             an Authorized Manufacturer. If Licensee wishes to manufacture
             Products in its own facilities, Licensee shall provide UMBRO with
             the same information described below with regard to an outside
             contractor. If a contractor that Licensee desires to use is not
             already qualified as an Authorized Manufacturer, Licensee shall
             notify UMBRO by giving UMBRO the (1) name and location of the
             contractor, (2) if possible, relevant details concerning the
             contractor's ownership and operation, (3) a description of the
             Products to be manufactured, (4) if possible, the contractor's
             capacity and number of operatives, (5) the price and terms of the
             agreement between Licensee and contractor, including the intended
             duration of the manufacturing contract, and (6) such other
             information as UMBRO may reasonably require. UMBRO will approve
             Licensee's proposal within twenty (20) days after UMBRO receives
             such information, or else provide detailed explanations for its
             disapproval of the proposal. Licensee shall not, in any
             circumstances, have the right to use the proposed contractor during
             the aforementioned twenty (20) day approval period unless and until
             such approval has been given. In accordance with the definition of
             Authorized Manufacturer contained in the Glossary of this
             Agreement, UMBRO shall have the right to de-authorize an Authorized
             Manufacturer; provided, however, Licensee and its Affiliates shall
             not be de-authorized by UMBRO unless the Products as manufactured
             by Licensee or its Affiliates fail to meet the Standards.

7.6          Standards. Licensee shall ensure that it will and will ensure that
             any Authorized Manufacturer acting for it will, comply with all
             applicable Standards in all material respects.

7.7          Licensee's Responsibility for Authorized Manufacturer's Actions. In
             connection with any business done between Licensee and the
             Authorized Manufacturer that will manufacture Products, Licensee
             shall be responsible for ensuring the Authorized Manufacturer's
             performance of all applicable terms of any Manufacturing
             Authorization Agreement which UMBRO may require the Authorized
             Manufacturer to enter into as a condition to qualifying as an
             Authorized Manufacturer. UMBRO will promptly notify Licensee of the
             termination of any Authorized Manufacturer's authorization which
             UMBRO requires Licensee to use pursuant to Section 7.1(a) and
             Appendix A. Licensee shall not be responsible for any actions of
             such terminated Authorized Manufacturer which occur between the
             termination of such Authorized Manufacturer and Licensee's receipt
             of the notice of termination from UMBRO.


                                      -23-

<PAGE>



7.8          UMBRO Sourcing from Authorized Manufacturer. Where UMBRO notifies
             Licensee of its desire to purchase any Product from any Authorized
             Manufacturer other than Licensee for markets other than the
             Territory, Licensee shall reasonably cooperate with UMBRO in this
             regard.

                                    ARTICLE 8
                    Ownership and Registration of Trademarks

8.1          Ownership of Trademarks by UMBRO. UMBRO represents and warrants its
             Affiliate, Umbro Trademark, Inc. ("Umbro Trademark") is the owner
             of the Trademarks in the Territory and that Umbro Trademark has
             granted UMBRO an exclusive license to use and/or sublicense others
             to use the Trademarks in the Territory as set forth in this
             Agreement. Licensee hereby acknowledges that:

             (a)  UMBRO's Affiliate, Umbro Trademark, is the owner of the
                  Trademarks in the Territory and any goodwill related thereto
                  that derives from or is based on the marketing and
                  distribution of the Products or the use or display of the
                  Trademarks in the Territory; that Umbro Trademark has granted
                  UMBRO an exclusive license to use and/or sublicense others to
                  use the Trademarks in the Territory as set forth in this
                  Agreement; and that UMBRO has agreed to maintain, or assist
                  Umbro Trademark to maintain, the Trademarks in the Territory
                  during the Term;

             (b)  that Licensee, by reason of this Agreement, does not acquire
                  any right, title, interest or other claim of ownership to the
                  Trademarks, other than the License on the terms and conditions
                  obtained by Licensee hereunder;

             (c)  all rights not expressly granted by UMBRO to Licensee
                  hereunder are reserved and retained by UMBRO; and

             (d)  any rights granted to the Licensee hereunder shall immediately
                  extinguish upon the expiration or termination of this
                  Agreement, for whatever reason.

8.2          Licensee's Assistance.

             (a)  Licensee agrees to cooperate with UMBRO, at UMBRO's request
                  and expense, with respect to the protection and enforcement of
                  the Trademarks in the Territory, including through the
                  registration of the Trademarks in UMBRO's name.


                                      -24-

<PAGE>






             (b)  Licensee agrees not to contest or challenge the validity of
                  the Trademarks, any registrations of the Trademarks in UMBRO's
                  name, or the ownership of the Trademarks by UMBRO.

             (c)  Licensee agrees to assist UMBRO in the registration and
                  maintenance of the Trademarks in the Territory in the name of
                  UMBRO or its Affiliates (as UMBRO may designate), but Licensee
                  shall not be required to share the cost of such registration.
                  Any secondary trademarks and designs employed or adopted by
                  Licensee in connection with the Products or in combination
                  with the Trademarks shall, together with any goodwill related
                  thereto, be assigned to UMBRO.

             (d)  Licensee shall follow UMBRO's reasonable instructions with
                  respect to actions UMBRO may deem necessary or desirable to
                  perfect registration and protection (and to alter any such
                  registration as necessary upon termination of this Agreement
                  or otherwise) in the Territory of the Trademarks and the
                  exclusivity of their use, in the name of UMBRO, including the
                  registration of registered user agreements as necessary or
                  desirable under laws applicable in the Territory, provided
                  that registered user agreements may be registered under the
                  names of both UMBRO and Licensee as required by UMBRO. Subject
                  to the foregoing, UMBRO shall have final responsibility for
                  the validity, registration and enforcement of the Trademarks
                  in the Territory.

8.3          Notices and Legends. Licensee agrees to affix to any materials
             bearing the Trademarks (including labels, packaging, advertising
             and promotional materials) any statutory notices or legends
             reasonably required by UMBRO, in advance of production of such
             Products.

8.4          Trademark Registrations.

             UMBRO, at Licensee's commercially reasonable request, shall use its
                 best efforts to pursue registration with the United States
                 Patent and Trademark Office, in the name of Umbro Trademark,
                 Inc. or other appropriate Affiliate, at UMBRO's cost, of
                 additional trademarks which Licensee reasonably believes to be
                 necessary for the marketing and sale of Products under this
                 Agreement. Licensee agrees to cooperate with UMBRO in the
                 prosecution of such trademark applications and to supply UMBRO,
                 free of charge, with sufficient samples as may be required for
                 the filing of such trademark applications.

                (b) UMBRO shall cooperate with Licensee to ensure the proper
             filings are made with U.S. Customs so as to provide for Licensee to
             be recorded as an authorized importer of UMBRO.



                                      -25-

<PAGE>






                                    ARTICLE 9
                           Infringement of Trademarks

9.1          Notice of Infringement and Notice of Modification. Licensee shall
             promptly notify UMBRO in the event that Licensee obtains knowledge
             of any unauthorized use of, or unauthorized plans to use, any of
             the Trademarks. Licensee shall also promptly notify UMBRO in the
             event Licensee obtains knowledge of any allegation that any of the
             Trademarks is invalid or claimed to be owned by others, or that the
             use of the Trademarks or the manufacturing, marketing or
             distribution of the Products authorized by this Agreement infringes
             or violates any rights of any other person.

9.2          Legal Proceedings.

             (a)      UMBRO shall be solely entitled to determine and carry out,
                      in its discretion, the course of action, if any, that may
                      be appropriate for responding to instances of infringement
                      of the Trademarks or violations of UMBRO's or Licensee's
                      rights with respect to the Products, and UMBRO shall have
                      no obligation to Licensee regarding UMBRO's decision
                      whether to take action or regarding any course of action
                      UMBRO may choose to take, provided that UMBRO shall
                      exercise sound judgment and take all reasonable care to
                      protect and defend its rights in the Trademarks in the
                      Territory and the exclusive rights granted to Licensee
                      under this Agreement.


             (b)      If Licensee believes that additional or different action
                      should be taken against infringement occurring in the
                      Territory, then Licensee may so notify UMBRO in writing
                      and, if UMBRO so elects in UMBRO's sole discretion,
                      Licensee may take action itself, at Licensee's own
                      expense. If Licensee takes action under such
                      circumstances, UMBRO may elect at any time to resume
                      responsibility, at UMBRO's expense, for carrying out or
                      disposing of such action. Licensee shall keep UMBRO
                      reasonably and timely informed of any action it takes
                      hereunder and shall further provide UMBRO with such
                      specific information as UMBRO may require. Licensee shall
                      be entitled to retain any damages and other monetary
                      relief obtained pursuant to any judgment or settlement
                      relating to such legal proceedings initiated by Licensee
                      pursuant to this Section 9.2(b).

9.3          Cooperation. At UMBRO's request, Licensee shall cooperate fully
             with UMBRO (including by being named as a complainant or
             co-complainant) in any action, claim or proceedings brought or
             threatened in respect of the Trademarks or the Products in the


                                      -26-

<PAGE>





             Territory. If Licensee recovers money in such action, Licensee
             agrees to pay to UMBRO, and hereby waives all claims to, all
             damages or other monetary relief recovered in such action by reason
             of a judgment or settlement, up to the total damages and costs
             incurred by UMBRO with respect to all legal actions theretofore
             taken by UMBRO in the Territory during the Term of this Agreement
             with the remaining monetary relief deemed to be "Excess Proceeds".
             Licensee shall be entitled to receive or retain Excess Proceeds,
             but to the extent such Excess Proceeds exceed any damages or costs
             incurred by Licensee, shall pay a royalty to UMBRO on such Excess
             Proceeds as though they were Net Sales in the Annual Period
             received.


                                   ARTICLE 10
                       Royalties; Payments; Record Keeping

10.1         Royalty Payments and Rates. Licensee shall pay UMBRO a royalty
             calculated on the Net Sales of all invoiced sales of the Products
             by Licensee (and on any excess proceeds referred to in Section
             9.3). In addition to the standard royalty, International Licensed
             Products shall have an additional separate royalty rate as set
             forth in Appendix C which rate may be varied upon six (6) months
             notice by UMBRO to Licensee. The royalty rate for Products is
             indicated in Appendix J hereto.

             If Licensee purchases Products from Authorized Manufacturers,
             royalties are payable by Licensee and not by the Authorized
             Manufacturers with respect to the Net Sales on Licensee's resale of
             those Products.

10.2         Calculation and Payment of Royalties. Royalties shall be calculated
             based on Net Sales occurring during each Quarter (or portion
             thereof). The royalties calculated for each Quarter shall be paid
             by Licensee within thirty (30) days following the end of that
             Quarter.

10.3         Minimum Royalties.

             (a)      Licensee shall pay UMBRO royalties pursuant to Articles
                      10.1 and 10.2 for each Annual Period at least equal to the
                      Minimum Royalty as set out in Appendix J. Within fourteen
                      days of receipt of the fourth Quarterly Report of each
                      Annual Period, UMBRO shall calculate the total royalties
                      paid by Licensee to UMBRO in respect of such Annual Period
                      and notify Licensee whether or not Licensee has satisfied
                      the Minimum Royalty for such Annual Period, and if not,
                      the extent of the shortfall. In calculating whether or not
                      the Minimum Royalty has been met, royalties paid to UMBRO
                      for International Licensed Products or any Excess Proceeds
                      referred to in Section 9.3 shall not be taken into
                      account. If the Minimum


                                      -27-

<PAGE>





                      Royalty is not met by Licensee in the Annual Period, then
                      Licensee shall forthwith pay a sum equal to such shortfall
                      to UMBRO.

             (b)      In the event that this Agreement terminates during an
                      Annual Period, the Minimum Royalty shall be prorated for
                      the portion of the Annual Period during which this
                      Agreement was in effect.

             (c)      Royalty amounts actually paid by Licensee in excess of the
                      Minimum Royalty as to one Annual Period may not be
                      credited towards Licensee's Minimum Royalty obligations in
                      the preceding or following Annual Period(s).

10.4         Quarterly Report; Business Records.

             (a)      Licensee shall provide UMBRO within fifteen (15) days
                      after the end of each month during the term, a Monthly
                      Report containing the information set out in Appendix C,
                      Part 1, signed by a responsible official of Licensee, and
                      if there were no invoiced sales of Products, a statement
                      to that effect.

             (b)      Licensee shall provide UMBRO within thirty (30) days after
                      the end of each Quarter, a Quarterly Report containing
                      such information in the format shown in Appendix C, Part
                      2, signed by a responsible official of Licensee and
                      accompanied by payment due, if any. If no invoiced sales
                      of Products are made by licensee during the relevant
                      period, a report stating that fact shall be provided.

             (c)      Licensee shall keep full and accurate records showing the
                      number, Net Sales, date of shipment or other transfer of
                      all Products shipped or otherwise transferred by Licensee,
                      and records of purchase and manufacture and Licensee
                      warrants the Monthly Reports and Quarterly Reports
                      produced pursuant to Section 10.4(a) and (b) are accurate.

10.5         Audit Rights. During the Term of this Agreement and for a period of
             two (2) years after the termination of this Agreement, Licensee
             shall permit UMBRO's representatives to have access, after written
             notice to Licensee at least two (2) days prior to such audit, at
             all reasonable times during normal business hours, subject to the
             confidentiality provisions of Section 13.9 hereof, to Licensee's
             business records relating to this Agreement for purposes of
             verifying the royalties paid or payable to UMBRO, verifying
             information provided to UMBRO by Licensee, and/or obtaining any
             other information relevant to the parties' respective rights and
             obligations under this Agreement. Licensee acknowledges that this
             type of audit is part of standard business practice and that
             Licensee shall be audited pursuant to this Section 10.5 at least
             once during the Term of this Agreement. Licensee


                                      -28-

<PAGE>





             shall cooperate with respect to the determination of the amount of
             royalties due for the period examined, gross and net sales
             (including itemized deductions), promotional spending (measured
             media, point of sale, free goods, promotions), reduced margins
             goods and current inventory levels. The cost of the audit by
             UMBRO's representatives shall be borne by UMBRO unless a deficiency
             in royalties is found to exceed by five percent (5%) or more the
             royalties previously paid by Licensee for the applicable period, in
             which event Licensee shall immediately reimburse to UMBRO the costs
             of such audit.


                                   ARTICLE 11
                          Term, Termination and Renewal

11.1         Term. This Agreement shall commence on the Effective Date. Unless
             earlier terminated in accordance with the terms of this Agreement,
             this Agreement shall thereafter remain in effect for the Term. The
             Agreement may be renewed under the same terms and conditions
             (except as set forth below) at Licensee's option exercised in
             writing on or before August 15, 2003 for an additional period of
             five years through December 31, 2008 provided that:

             (a) Licensee has achieved $15,000,000 in sales during any twelve
             month period commencing January 1, 2002 and ending June 30, 2003;
             and

             (b) UMBRO has not in good faith delivered written notice pursuant
             to Section 11.2 of a material breach of this Agreement by Licensee
             and the breach alleged in such notice remains uncured fifteen (15)
             days after Licensee exercises its renewal rights.

             If this Agreement is renewed, the Minimum Sales (and corresponding
             minimum royalties) during the renewal Term shall be, at UMBRO's
             option, either (a) $15 million in year 2004 increasing 10% per 
             year during the renewal term or (b) 75% of calendar year 2003 
             Annual Net Sales for each year of the renewal Term.

11.2         Termination by UMBRO upon Default, etc. UMBRO may terminate this
             Agreement forthwith upon notice to Licensee if:

(a)                   Licensee assigns this Agreement or any rights hereunder,
                      without the prior written consent of UMBRO; UMBRO agrees
                      to a commercially reasonable standard in deciding whether
                      to allow an assignment to a wholly-owned Affiliate of
                      Licensee.

(b)                   a Competitor acquires more than 30% of the issued and
                      outstanding shares of Licensee;

(c)                   Licensee fails to pay in full any sum due UMBRO (whether
                      under this Agreement or


                                      -29-

<PAGE>





                      any other contract between the parties) when due, and such
                      delinquency continues for seven (7) days or longer after
                      UMBRO notifies Licensee of such failure in writing;

(d)                   Licensee commits a material breach of its material
                      obligations under this Agreement or any other contract
                      between the parties, and such breach is not fully cured
                      within thirty (30) days after UMBRO notifies Licensee of
                      such breach in writing; provided, however, if such breach
                      is of a nature that it is unable to be cured within such
                      thirty (30) day period despite the good faith efforts of
                      Licensee, then UMBRO may not terminate this Agreement so
                      long as Licensee is diligently procuring such cure and, in
                      fact, effects such cure. Nothing in this section, however,
                      is intended to limit UMBRO's rights under Section 13.16;

(e)                   Licensee becomes insolvent, or has any distress or
                      execution levied upon its goods or effects, or initiates
                      or is the subject of winding up or bankruptcy proceedings,
                      or a receiver is appointed over its assets, or suffers any
                      similar action in consequence of debt;

(f)                   Licensee ceases to do business for any period of thirty
                      (30) consecutive days (other than for annual holidays) or
                      otherwise, for any reason, is substantially prevented from
                      performing or is unable to perform its material
                      obligations under this Agreement; or

(g)                   Licensee knowingly and intentionally violates any of the
                      material sourcing requirements contained in Section 3.3
                      hereof or any of the provisions contained in Articles 7.1,
                      7.3 or 7.5 hereof. Any such violation shall constitute a
                      material breach of this Agreement and Licensee shall not
                      have the opportunity or right to cure. In this Section
                      11.2(g), "material" shall mean a violation that, in
                      UMBRO's reasonable good faith judgment, undermines the
                      purpose of the Authorized Manufacturer designation by
                      preventing UMBRO, among other things, from controlling the
                      source of manufacturing, the quality of manufacturing, the
                      goodwill of the Trademarks or UMBRO's reputation in the
                      global marketplace; or

(h)                   An audit conducted pursuant to section 10.5 reveals a
                      deficiency in royalties in excess of 5% or more than the
                      royalties paid by Licensee for the audited quarter and
                      such underpayment is a knowing and intentional act of
                      Licensee. Any such violation shall constitute a material
                      breach of this Agreement and Licensee shall not have the
                      opportunity or right to cure; or

(i)                   Licensee ceases to offer for sale or distribute Products
                      for any period of thirty (30) consecutive days.


                                      -30-

<PAGE>




11.3         Termination by Licensee upon Default, etc. Licensee may terminate
             this Agreement forthwith upon notice to UMBRO if:

(a)                   the Trademarks, or any of them that are substantial in
                      importance, are abandoned or cease to be eligible for
                      protection in the Territory, despite reasonable effort and
                      cooperation of the parties;

(b)                   UMBRO commits a material breach of any its material
                      obligations under this Agreement, including its
                      obligations under Section 5.5, and such breach is not
                      fully cured within thirty (30) days after Licensee
                      notifies UMBRO of such breach in writing;

(c)                   UMBRO ceases to do business for any period of thirty (30)
                      consecutive days (other than for annual holidays) or
                      otherwise, for any reason, is substantially prevented from
                      performing or is unable to perform its obligations under
                      this Agreement; or

                      any Primary Branded Licensee other than Signal Apparel
                      Company, Inc. fails to pay the amounts set forth in
                      Section 5.4 when due if such delinquency continues for
                      fourteen (14) days or longer after Licensee notifies UMBRO
                      in writing of same.

11.4         Failure to Meet Minimum Sales. If in any two consecutive Annual
             Periods commencing January 1, 2000, Licensee fails to produce the
             required Minimum Sales, UMBRO shall have the right to terminate
             this Agreement with thirty (30) days prior written notice.

11.5         Cumulative Rights and Remedies. Any right of UMBRO to terminate
             this Agreement or obtain other relief as provided in this Article
             11 is in addition to and without prejudice to any right or remedy
             UMBRO may otherwise have under this Agreement or at law in respect
             of any breach of this Agreement.


                                   ARTICLE 12
                           Consequences of Termination

                  In connection with any termination of this Agreement
regardless of the reason, including expiration of the Term, the parties agree as
follows:



                                      -31-

<PAGE>





12.1         Appointment of Successor. UMBRO may, during the period of twelve
             (12) months preceding the prescribed date of termination of this
             Agreement, negotiate with and appoint Licensee's successor(s) or
             replacement(s) (if any) for the Territory (or any portion thereof)
             and authorize such successor(s) or replacement(s), no earlier than
             five (5) months preceding the prescribed date of termination of
             this Agreement , to make themselves known as authorized licensees
             or distributors of UMBRO able to do business with some or all of
             the Products in some or all of the Territory and otherwise to take
             all actions as a licensee or distributor; provided, however, no
             orders shall be solicited or accepted before three (3) months
             preceding the prescribed date of termination of this Agreement and
             any orders taken during the three months preceding the prescribed
             date of termination of this Agreement shall be for delivery after
             the end of the Term.


12.2         Option to Purchase Inventory Upon Termination.

             (a)      Upon termination of this Agreement, Licensee shall
                      immediately deliver to UMBRO a written statement listing
                      Licensee's remaining inventory of Products, including raw
                      materials, work-in-progress and finished goods, as well as
                      advertising, packaging and other promotional material.
                      Such statement shall also indicate Licensee's actual cost
                      for each item (determined consistent with Licensee's
                      current valuation of such inventory based upon U.S. GAAP).
                      In the event of the termination of this Agreement, UMBRO
                      shall have the right to purchase, at its sole option but
                      subject to the rights of any lenders of Licensee holding
                      valid liens on Licensee's inventory, some or all (as
                      chosen by UMBRO) of such items (excluding those items that
                      Licensee is contractually obligated to supply to existing
                      customers in the ordinary course of business, as shown in
                      contractual documentation provided to UMBRO) for an amount
                      equal to:

                      (i)       Licensee's actual cost for those items that are
                                then being sold or offered for sale to the trade
                                at original list wholesale price, except that
                                the price shall be 75% of actual cost of those
                                items that are slow moving or obsolete ("slow
                                moving or obsolete" for that purpose meaning
                                goods not listed in the most current market
                                catalog for the Territory, or not purchased or
                                manufactured within the preceding twelve (12)
                                months, or exceeding three (3) months' worth of
                                requirements Licensee normally would have for
                                the sale of such items) or are being sold or
                                offered for sale to the trade at a discount from
                                original list wholesale price of more than 25%;

                      (ii)      for an amount equal to the actual salvage value
                                for those items that are defective, unsaleable,
                                discounted for sale by a factor of greater than
                                50%, or unusable; and


                                      -32-

<PAGE>



                      (iii)     an amount for advertising, packaging and other
                                promotional material shall be the reasonable
                                original cost for any new material that can be
                                readily used for the same or similar purposes
                                within the ensuing six (6) month period by UMBRO
                                and/or a replacement licensee.

             (b)      For the purpose of facilitating the operation of this
                      provision, Licensee shall permit representatives of UMBRO
                      on fourteen (14) days prior written notice and during
                      normal business hours to inspect such inventory. If UMBRO
                      exercises its right to purchase some or all of the
                      foregoing assets, Licensee agrees that UMBRO may act to
                      take immediate ownership and possession of them, which
                      shall be provided unencumbered by other claims or
                      interests, and UMBRO shall pay Licensee the applicable
                      purchase price for such assets within ten (10) days after
                      UMBRO has taken ownership and possession of such assets
                      and obtained such conveyance instruments and
                      acknowledgments as UMBRO may reasonably request in order
                      more properly to evidence UMBRO's ownership thereof.

12.3         Sell-Off of Products. If and to the extent that UMBRO, within
             thirty (30) days after termination or expiration, does not exercise
             the right to purchase Licensee's remaining inventory of Products
             upon termination of this Agreement as provided in Section 12.2
             hereof, for a period of six (6) months following the termination or
             expiration of this Agreement (or such longer period as the parties
             may agree in writing), Licensee shall have a non-exclusive right to
             sell any Products remaining in stock at the date of termination of
             this Agreement; provided, however, that Licensee may only do so in
             compliance with the provisions applicable to the marketing and sale
             of Products under this Agreement; and provided, further, that
             Licensee shall have the right to sell such Products only if
             Licensee has paid all royalties due under this Agreement and
             continues to pay royalties on Products then being sold. Except for
             the sale of Products remaining in stock, Licensee shall not be
             entitled following termination of this Agreement to exercise any
             rights granted by this Agreement.

12.4         Removal of Trademarks. Upon termination or expiration of this
             Agreement and upon end of sell-off period if applicable, Licensee
             shall, at its own expense, immediately remove all Trademarks from
             any signs, letterheads, unused packaging materials or other
             advertising materials used or created by Licensee. If Licensee
             fails to do so, UMBRO may take action as it reasonably requires to
             do so, at Licensee's expense.

12.5         Return of Materials. Upon termination or expiration of this
             Agreement or the conclusion of any allowed sell-off period under
             section 12.3, Licensee shall, at UMBRO's request,


                                      -33-

<PAGE>





             promptly deliver to UMBRO all materials and media of any nature
             whatsoever in Licensee's possession or control relating to the
             Products, the Trademarks or UMBRO, or relating to the activities of
             Licensee involving the Products, the Trademarks or UMBRO, other
             than business records and correspondence between Licensee and UMBRO
             which do not relate to technical matters. Such obligation will
             apply to advertising, packaging and other promotional material
             owned by Licensee only as provided in Section 12.2, but, regardless
             of whether such material is provided to UMBRO, Licensee will have
             no right to use such material for any purpose so long as it
             includes or references the Trademarks, the Products or UMBRO.

12.6         Assignment of Consents, etc. Upon the later of the termination or
             expiration of this Agreement or end of the sell-off period, if
             applicable, and to the extent permitted by applicable law, Licensee
             shall, upon UMBRO's written request, use commercially reasonable
             efforts to assign to UMBRO or UMBRO's designee, free of charge,
             such permissions, consents, licenses, the Licensee Sponsorship
             Agreements, sublicense agreements (to the extent assignable by the
             terms thereof or with the applicable sublicensee's consent),
             distribution agreements (to the extent assignable by the terms
             thereof or with the applicable distributor's consent), and purchase
             orders issued by Licensee (if any) as UMBRO may request relating to
             the marketing, distribution or sale of the Products, and Licensee
             shall execute all documents and do all things necessary to ensure
             that UMBRO or its designee shall enjoy the benefit of the same.
             UMBRO shall not be obligated to accept assignment of any of the
             above, but shall exercise its discretion in requesting assignment
             of those items it selects for assignment. Licensee in no event
             shall be required to cure any defaults under any such agreement.

12.7         Payments. All outstanding unpaid invoices relating to Products or
             other merchandise or materials sold by UMBRO to Licensee shall
             continue to be paid when and as due by Licensee. UMBRO may, at its
             option, require reasonable assurance of payment for such invoices
             and for payment on any orders received from Licensee for Products
             or other merchandise or materials which have not yet been shipped.

12.8         No Further Obligations. Provided that UMBRO in its actions
             otherwise complies with the terms of this Agreement, Licensee shall
             have no claim against UMBRO for compensation for loss of goodwill,
             investment of capital or labor, or any similar loss and all
             liabilities of UMBRO to the Licensee are excluded to the fullest
             extent permitted by law other than its payment obligations under
             Section 1.4(e)(iii).

12.9         Survival. Sections 6.3, 6.4, 6.5, and 7.6 and Articles 10, 12 and
             13 shall survive and continue in full force and effect in
             accordance with their terms, notwithstanding the termination of
             this Agreement.


                                      -34-

<PAGE>






                                   ARTICLE 13
                                  Miscellaneous

13.1         Affiliates. In undertaking and performing its obligations under
             this Agreement, UMBRO shall be entitled to act through or on behalf
             of its Affiliates, and shall be entitled to sublicense or assign
             its rights and obligations under this Agreement to its Affiliates,
             in whole or in part, provided that UMBRO shall remain responsible
             to Licensee for the full performance of any such obligations as
             required by this Agreement but only to the extent the assignee
             fails to perform.

13.2         Governing Law. It is the intent of the parties that the express
             terms of this Agreement be given their maximum literal effect. To
             the fullest extent not in conflict with the terms of this
             Agreement, the rights and obligations of the parties with respect
             to the subject of this Agreement, and the validity, construction
             and performance of this Agreement, shall be determined exclusively
             in accordance with, and governed exclusively by the laws of the
             State of South Carolina, USA applicable to contracts executed and
             fully performed within that State.

13.3         Arbitration.

             (a)  In the event of any dispute controversy or claim arising out
                  of relating to or in connection with this Agreement, including
                  the breach, termination or validity thereof, such dispute
                  controversy or claim shall upon demand of either party, be
                  submitted to final and binding arbitration to be conducted in
                  accordance with the Rules of Arbitration of the American
                  Arbitration Association, as then in effect, as modified herein
                  or by mutual agreement of the parties (the "Rules").

             (b)  Arbitration hereunder shall be the sole and exclusive forum
                  for the resolution of such disputes, controversies or claims,
                  but each party retains the right to seek judicial assistance
                  (i) to compel arbitration, (ii) to obtain interim measures of
                  protection pending arbitration, and (iii) to enforce any
                  decision of the arbitrators, including the final award.

             (c)  At such time as arbitration is demanded, the parties shall
                  endeavor to select a single arbitrator to conduct the
                  arbitration, but if the parties cannot agree on the identity
                  of a single arbitrator within thirty (30) days of receipt of
                  the arbitration demand, each of UMBRO and Licensee each shall
                  appoint one (1) arbitrator and the party-appointed arbitrators
                  shall appoint within thirty (30) days of their appointment a
                  third arbitrator. If UMBRO or Licensee fails to nominate an
                  arbitrator, or the two party-nominated arbitrators are unable
                  to select a third arbitrator within such thirty (30) days, the
                  arbitrator or


                                      -35-

<PAGE>





                  arbitrators in question shall be appointed by AAA in
                  accordance with the Rules.

             (d)  It is the intention of the parties that the arbitrator or
                  arbitrators shall forthwith determine the merits of the claim,
                  controversy or dispute, and shall deliver its or their
                  decision within ninety (90) days of the date of receipt of the
                  arbitration demand specifying such remedy (including money
                  damages) as shall fully implement the intent and purposes of
                  this Agreement.

             (e)  In addition to the authority conferred on the arbitrator or
                  arbitrators by the Rules, the arbitrator or arbitrators shall
                  have the authority to order such discovery and production of
                  documents, including the deposition of party witnesses, as it
                  may deem just and equitable.

             (f)  The exclusive seat of the arbitration shall be Atlanta, and it
                  shall be conducted in the English language.

             (g)  Either party may submit testimony or documentary evidence in
                  its native language and shall, on the request of the other
                  party, furnish a translation or interpretation in English of
                  any such testimony or documentary evidence.

             (h)  The arbitral award shall be in writing and shall be final and
                  binding on the parties and may include an award of costs,
                  including reasonable attorneys' fees and disbursements.

             (i)  Judgment upon the award may be entered by any court having
                  jurisdiction thereof or having jurisdiction over the parties
                  or their assets.

13.4         Entire Agreement. The provisions of this Agreement constitute the
             entire agreement between the parties and supersede all prior
             agreements, oral or written, and all other communications relating
             to the subject matter hereof. Each party acknowledges that, in
             entering into this Agreement it does not do so on the basis of, and
             does not rely on, any representation, warranty or other provision
             except as expressly referred to in this Agreement, and all
             conditions, warranties or other terms implied by statute or common
             law are excluded to the fullest extent permitted by law.

13.5         Notices. All notices or other communications required or permitted
             to be given hereunder shall be given in writing (including in the
             form of a telex or a facsimile). All notices or other
             communications to a party shall be marked for the attention of the
             person, and directed to the address or telex or facsimile number,
             specified under the name of that party in Appendix D hereto. Each
             notice or other communication shall be either delivered by hand
             during normal business hours or sent by telex, registered or
             nearest equivalent post


                                      -36-

<PAGE>





             (where possible by air mail), or facsimile. A notice or other
             communication shall be effective for purposes of this Agreement,
             and shall be deemed to have been received by the party to whom it
             is sent:

             (a)      If delivered by hand, upon receipt by the person to whose
                      attention it is properly addressed, or upon receipt by
                      another person then upon the premises at the relevant
                      address who reasonably appears to be authorized to receive
                      post or other messages on behalf of the relevant party;

             (b)      If sent by registered or nearest equivalent post, seven
                      (7) days after the date upon the registration receipt
                      provided by the relevant postal authority;

             (c)      If sent by facsimile, on the commencement of business of
                      the next usual business day following the time of
                      transmission.

             Each party shall notify the other party in writing of any change in
             address, individual contact, telex, or facsimile number which
             differs from the information specified in Appendix D.

13.6         Independent Parties. Licensee and any sublicensee are and will be
             considered independent contractors with the entire control and
             direction of their business and operations, subject only to the
             conditions and obligations established by this Agreement. No
             agency, employment or partnership relationship is created by this
             Agreement. Licensee's and sublicensees' businesses are separate and
             apart from any that may be owned or conducted by UMBRO. No party to
             this Agreement shall make any representation intending to create an
             apparent agency, employment or partnership with respect to the
             other, nor shall any party have authority to act for any other
             party in any manner to create obligations or debts binding on any
             other party or be responsible for any obligations or expenses
             whatsoever of any other party.

13.7         No Waiver, etc. A waiver of enforcement by either party of any
             provision of this Agreement shall not be construed as a waiver of
             any other provision herein. The terms of this Agreement are
             severable. If any term is declared invalid, it shall not affect the
             remaining terms which shall continue to be binding and subsisting.

13.8         No Delegation Without UMBRO's Consent.

             (a)  Licensee shall not delegate its duty or performance or assign
                  its rights or obligations under this Agreement without first
                  obtaining the written consent of UMBRO, and any attempted
                  delegation or assignment without such written consent shall be
                  a material breach of this Agreement.


                                      -37-

<PAGE>



             All investment decisions of Licensee are its own voluntary and
                  independent investment decisions made without any expectancy
                  of recompense by UMBRO.

             This Agreement shall bind and inure to the benefit of Licensee and
                  UMBRO and their respective successors and assigns.

13.9         Confidentiality.

             (a)  UMBRO will provide Licensee with information relating to the
                  business operations, processes, plans, inventions, know-how,
                  designs, trade secrets, customers, market information and data
                  relating to its historic United States business in Products.
                  Each party acknowledges and agrees that all information given
                  to it by the other party including, without limitation, any
                  information relating to the other party's business,
                  operations, processes, plans, inventions, know-how, designs,
                  trade secrets, customers, market information and data pursuant
                  to or in connection with this Agreement ("Confidential
                  Information") is confidential and proprietary to the other
                  party.

             (b)  Each party agrees not to use any of the Confidential
                  Information during the term of this Agreement and for a period
                  of three (3) consecutive years thereafter for any purpose
                  other than as permitted or required for performance by the
                  parties hereunder.

             (c)  Each party further agrees not to disclose or provide any of
                  such Confidential Information to any third party and to take
                  all necessary measures to prevent any such disclosure by its
                  employees, agents, contractors or consultants during the term
                  hereof and for a period of three (3) consecutive years
                  thereafter.

             (d)  Nothing herein shall prevent either party from using,
                  disclosing or authorizing disclosure of any Confidential
                  Information which is, or hereafter becomes, part of the public
                  domain through no fault of the party or from disclosing
                  information which it is required to disclose in order to
                  comply with any applicable law (including without limitations,
                  securities regulations) or governmental requirement.
                  Confidential Information provided by UMBRO to other licensees,
                  distributors, Authorized Manufacturers, Affiliates of either
                  party or Connected Persons shall not be deemed to be in the
                  public domain for purposes of this Section 13.9 solely as a
                  result of such limited disclosure.

13.10        Indemnification by Licensee. Licensee shall at all times be solely
             responsible for, and shall defend, indemnify and hold harmless
             UMBRO and UMBRO's Affiliates (together with


                                      -38-

<PAGE>



             their respective officers, directors, agents, and employees) from
             and against, any and all liabilities, losses, claims, demands,
             causes of action, damages, costs and expenses (including reasonable
             attorney's fees) of any nature whatsoever they may incur or suffer
             arising out of or in connection with (1) the advertising or
             promotion of any Products (excluding products purchased from UMBRO)
             by Licensee, (2) Licensee's dealings with any sublicensees and
             distributors, and (3) the sale or use of Products manufactured by
             Licensee or Authorized Manufacturers (excluding products
             manufactured by UMBRO or its Affiliates) selected by Licensee in
             each case notwithstanding any approval which may have been given by
             UMBRO, exclusive, however, of the matters addressed in Section
             13.11 hereof.

13.11        Indemnification by UMBRO.

                   In the event that Licensee, as a result of its use of the
                   Trademarks in compliance with this Agreement, is alleged by
                   any other person to have infringed or violated the trademark
                   rights of such person in the Territory, UMBRO agrees to
                   defend, indemnify and hold harmless Licensee and its
                   Affiliates, their respective officers, directors, agents and
                   employees from and against any and all liabilities, losses,
                   claims, demands, causes of action, damages, costs and
                   expenses (including reasonable attorney's fees) of any nature
                   whatsoever arising out of such allegation; provided that (a)
                   Licensee shall promptly give notice of such matter to UMBRO
                   and (b) Licensee shall give UMBRO immediate and complete
                   control of, and all reasonable assistance in connection with,
                   the defense and disposition of such matter, including any
                   negotiations for its settlement or compromise. Licensee's
                   right to obtain indemnification with respect to Trademarks
                   owned by other organizations (such as football leagues, teams
                   or clubs) and used by UMBRO and/or Licensee under license
                   from such organizations shall be limited to the
                   indemnification provided by those organizations. The
                   foregoing states the entire liability of UMBRO to Licensee in
                   respect of any infringement of the intellectual property
                   rights (of whatever nature) of any person.

                   UMBRO shall at all times be solely responsible for, and shall
                   defend, indemnify and hold harmless Licensee and its
                   Affiliates (together with their respective officers,
                   directors, agents, and employees) from and against, any and
                   all liabilities, losses, claims, demands, causes of action,
                   damages, costs and expenses (including reasonable attorney's
                   fees) of any nature whatsoever they may incur or suffer
                   arising out of or in connection with manufacturing or design
                   defects occurring in Products manufactured or designed by
                   UMBRO or its Affiliates or on their behalf.

             (iii) UMBRO's indemnification responsibility under this Section
                   13.11 shall apply only to such amounts not covered by
                   insurance under the policies required pursuant to Section
                   13.12 or otherwise.

                                      -39-

<PAGE>



13.12        Insurance by Licensee. Licensee agrees that, throughout the Term of
             this Agreement and for two (2) years afterwards, it will maintain
             insurance with a reputable insurance company reasonably acceptable
             to UMBRO against claims based upon product liability for Products
             in the amount of not less than one million US dollars ($1,000,000),
             combined single limit. Licensee shall cause its insurance policy to
             be endorsed and in force from the Effective Date of this Agreement,
             and to name UMBRO and UMBRO's Affiliates (and their respective
             officers, directors, employees, and agents) as additional insureds
             under such policies of insurance. Such endorsement shall stipulate
             that the required coverage will not be reduced or canceled without
             sixty (60) days' prior written notice having been provided to
             UMBRO. Evidence of such coverage shall be supplied to UMBRO within
             30 days of the Effective Date.

13.13        Limitations. Except as provided in Sections 13.10, 13.11, or 13.12,
             neither party shall be responsible for special, incidental,
             consequential, indirect, punitive or similar damages based on any
             claim or proceeding of the other party relating to the subject
             matter of this Agreement, regardless of the form of action. This
             provision shall not apply, however, to any manufacture or
             distribution of Products by Licensee in a manner which is not
             authorized by this Agreement.

13.14        Headings for Convenience Only. The headings used in this Agreement
             are included for convenience only and are not to be used in
             construing or interpreting this Agreement.

13.15        Authorization; Validity. Each party hereto represents and warrants
             that this Agreement is legal and binding and enforceable against
             such party in accordance with its terms. Each individual signing
             this Agreement on behalf of a party hereto represents and warrants
             that he has been fully empowered to sign this Agreement and that
             all necessary action to authorize his signature of this Agreement
             has been taken.

13.16        Force Majeure.

             (a)      Upon giving notice to the other party, a party affected by
                      an event of Force Majeure shall be relieved without any
                      liability on its part from the performance of its
                      obligations under this Agreement, except for the
                      obligation to pay any amounts due and owing hereunder, but
                      only to the extent and only for the period that its
                      performance of such obligations is prevented by the event
                      of Force Majeure. Such notice shall include a description
                      of the nature of the event of Force Majeure, and its cause
                      and possible consequences. The party claiming Force
                      Majeure shall


                                      -40-

<PAGE>





                      promptly notify the other party of the termination of such
                      event.

             (b)      The party invoking Force Majeure shall provide to the
                      other party confirmation of the existence of the
                      circumstances constituting Force Majeure in such detail as
                      shall reasonably be requested by the other party. Such
                      evidence, if satisfactory to the other party, may consist
                      of a statement or certificate of an appropriate
                      governmental department or agency where available, or a
                      statement describing in detail the facts claimed to
                      constitute Force Majeure.

             (c)      During the period that the performance by one of the
                      parties of its obligations under this Agreement has been
                      suspended by reason of an event of Force Majeure, the
                      other party may likewise suspend the performance of all or
                      part of its obligations hereunder to the extent that such
                      suspension is commercially reasonable.

13.17        Currency, Tax, Interest, No Set-Off.

             (a)      Any payments to be made by Licensee to UMBRO under this
                      Agreement shall be paid to UMBRO in United States dollars
                      at such depository as UMBRO may specify

             (b)      All payments due to UMBRO shall be remitted in full
                      without charges or deductions of any kind except
                      withholding taxes levied in accordance with the tax laws
                      prevailing in the Territory and then only if there is a
                      treaty or convention in effect at the date of payment
                      between the government(s) of the Territory, the United
                      Kingdom or the United States as the case may be, and
                      allowing UMBRO to offset such withholding tax against tax
                      UMBRO would otherwise pay in another jurisdiction as tax
                      on the royalties received and provided that Licensee shall
                      promptly (and in any event no more than thirty working
                      days after payment) furnish UMBRO all necessary receipts
                      and documentation to enable it to file for available tax
                      credits in applicable jurisdictions.

             (c)      If Licensee fails to pay any payment due to UMBRO under
                      this Agreement within the time stipulated in this
                      Agreement then (in addition to and without prejudice to
                      any other remedy available to UMBRO) Licensee shall also
                      pay interest on the amount outstanding at an annual rate
                      of 3% (three percent) above the base rate of Chase
                      Manhattan Bank prevailing from time to time, until full
                      payment of such amount is received by UMBRO.

             (d)      In no event may Licensee suspend payment of its
                      obligations due to UMBRO, or set-off such payment against
                      obligations due to Licensee except to recover unpaid
                      reimbursement of advances described in Sections 1.4(d)(i)
                      and 1.4(e)(iii).



                                      -41-

<PAGE>





13.18        Electronic Commerce and Catalogs.

             (a)      The use of Internet or other electronic networks (which
                      would include internet, television or similar technology)
                      for the transaction of commerce is a global reality. UMBRO
                      reserves the right to conduct commerce electronically
                      through a network site designed for that purpose. Such
                      commerce has the potential of global reach to various
                      distribution channels and consumers. It will be UMBRO's
                      sole decision and right to establish such a site and
                      conduct electronic commerce in any portion of the global
                      marketplace. So long as UMBRO maintains such a site, at
                      Licensee's request, UMBRO shall link its site in a
                      commercially acceptable manner to the Internet web side
                      described in Section 13.18(b).

             (b)      Subject to the terms and conditions of this Agreement,
                      Licensee may sell all Products through an Internet web
                      site so long as (i) the Products are shipped to end
                      customers located within the Territory, (ii) the Products
                      are accessed from a domain name mutually agreed upon by
                      UMBRO and Licensee, (iii) Licensee maintains a viable, in
                      the field, sales force in the Territory which physically
                      calls on historical customer accounts for Teamwear
                      Products and (iv) Licensee keeps full and accurate records
                      of all customer orders made via the Internet and all
                      Products shipped to fill Internet orders. UMBRO agrees not
                      to make Internet sales to customers located in the
                      Territory, or knowingly to customers outside the Territory
                      that UMBRO knows or reasonably should know intends to sell
                      in the Territory.

             (c)      The Internet domain name used by Licensee to sell Products
                      shall contain the word "Umbro" and shall be owned by and
                      registered under UMBRO's name. Upon receipt of a notice of
                      termination of this Agreement, Licensee shall cease
                      selling Products through the Internet web site within 24
                      hours of receipt of such notice. Licensee may link such
                      site to other Internet web sites of Licensee and its
                      Affiliates.

             (d)      UMBRO cannot fully control the use of electronic commerce
                      or catalogues by its customers, nor can it control the use
                      of electronic commerce or catalogues by other Licensees'
                      customers. UMBRO is not responsible for Licensee's sales
                      that are impacted by electronic commerce or catalogs.

13.19        Intranet. UMBRO is developing an internal network that allows UMBRO
             Affiliates, licensees and other persons selected by UMBRO to
             communicate through computers and may establish other
             communications systems in the future (the "UMBRO Intranet"). UMBRO
             and Licensee acknowledge and agree that the use of the UMBRO
             Intranet by UMBRO, its licensees and other selected persons will
             facilitate the sharing of ideas and will increase the speed and
             efficiency of communication among the participants. When


                                      -42-

<PAGE>





             established UMBRO shall offer Licensee the opportunity to
             participate actively in the UMBRO Intranet. Licensee may, in its
             discretion, choose to participate in the UMBRO Intranet. If it
             participates, Licensee shall acquire the compatible technology
             necessary to utilize the UMBRO Intranet.

13.20        Interpretations. Each party acknowledges that both parties are
             sophisticated in business matters and are represented by legal
             counsel, and that this Agreement has been extensively negotiated.
             Consequently, no rules of construction shall apply that would favor
             one party or the other, regardless of which party has principal
             responsibility for drafting or the choice of language. Course of
             dealing and trade practice shall not apply to limit or modify terms
             which are otherwise clear in this Agreement.

13.21        Governmental Reports. Licensee shall timely file all necessary
             governmental reports with the competent governmental authorities in
             the Territory arising out of the entering into of this Agreement.

13.22        Severability. In the event that any of the terms of the Agreement
             are in conflict with any rule of law or statutory provision or are
             otherwise unenforceable under the laws or regulations of any
             government or subdivision thereof, such terms shall be deemed
             stricken from this Agreement, but such invalidity or
             unenforceability shall not invalidate any of the other terms of
             this Agreement and this Agreement shall continue in force, unless
             the invalidity or unenforceability of any such provisions hereof
             does substantial violence to, or where the invalid or unenforceable
             provisions comprise an integral part of, or are otherwise
             inseparable from, the remainder of this Agreement.

13.23        Lender's Liens on Inventory. Notwithstanding anything to the
             contrary contained herein, UMBRO acknowledges that the lenders of
             Licensee or its direct or indirect parent may require a lien be
             placed on Licensee's inventory of Products, and during the Term and
             sell-off period UMBRO agrees to allow such liens with such terms as
             are reasonable or are substantially in the form presented to UMBRO
             prior to the Effective Date.


                                      -43-

<PAGE>






             IN WITNESS WHEREOF, this Agreement has been executed and delivered
by authorized representatives of the parties, as of the date first above
written.

UMBRO INTERNATIONAL, INC.

    /s/
--------------------------------------
By:
    ----------------------------------
Title:
      --------------------------------

LICENSEE

    /s/
--------------------------------------
By:
   -----------------------------------
Title:
      --------------------------------




                                      -44-

<PAGE>





                                    GLOSSARY

Capitalized terms used in this Agreement and not elsewhere defined shall have
the following meaning:

         "A&P Budget" shall have the meaning set forth in Section 5.1.

         "Activities and Events" means activities and events related to the
enjoyment, practice and play of soccer, including without limitation, clinics,
camps, competitions, training programs, education programs, travel tours and
other programs and events as reasonably approved by UMBRO in accordance with
Section 2.1(e).

         "Advance Approval" or "Advance Approved" means physical submission by
Licensee to UMBRO of the goods or materials for which approval is sought. In
each case where Advance Approval is required, approval shall be considered given
by UMBRO if UMBRO does not notify Licensee in writing of its disapproval within
seven (7) days after UMBRO's receipt of Licensee's submission. Approval, once
obtained, shall be effective until the termination of this Agreement.

         "Affiliate" means any person, corporation, partnership or other entity
that is in or under the direct or indirect control of, or controlling,
controlled by or under common control with, a referenced person or entity. For
such purpose "control" shall exist whenever there is an ownership, profits,
voting or similar interest (including any right or option to obtain such an
interest) representing at least 30% of the total interests of the pertinent
entity then outstanding (treating as outstanding any interests obtainable
pursuant to the exercise of the aforementioned rights or options); and "control"
shall be deemed to exist whenever by agreement or practice the referenced person
or entity has substantial influence or participation in the business affairs of
the pertinent person, corporation, partnership or other entity.

         "Annual Net Sales" means the aggregate Net Sales of all Products sold,
transferred, or otherwise disposed of by Licensee during the Annual Period in
question.

         "Annual Period" means each period of twelve (12) months, commencing on
January 1 and ending on December 31. The first Annual Period shall begin on
January 1, 1999 and end on December 31, 1999. The last Annual Period shall begin
on January 1, 2003 and ending on December 31, 2003, subject to the renewal of
this Agreement.

         "Authorization Statement" means a statement on a label or in packaging
accompanying each Product manufactured by Licensee or any Authorized
Manufacturers that the Product is produced under license and the Trademarks are
the property of UMBRO. UMBRO may specify the wording and placement of the
Authorization Statement.



                                      -45-

<PAGE>





         "Authorized Manufacturer" means a person or entity that UMBRO has
authorized in writing to manufacture all or certain of the Products for sale to
Licensee for distribution pursuant to this Agreement. Any such person or entity
shall cease to be an Authorized Manufacturer immediately at such time as UMBRO
notifies Licensee to such effect. UMBRO may require the applicable person or
entity to enter into and comply with a Manufacturing Authorization Agreement in
the form requested by UMBRO as a condition to qualifying as an Authorized
Manufacturer. Licensee and its Affiliates shall not be de-authorized by UMBRO
unless the Products as manufactured by Licensee or its Affiliates fail to meet
the Standards. UMBRO reserves the right to authorize and de-authorize other
third-party Authorized Manufacturers in UMBRO's reasonable good faith judgment .

         "Branded Channel of Distribution" means sporting goods stores
designated by UMBRO, specialty stores (excluding soccer specialty stores),
department stores, UMBRO owned retail stores, and all other non-team accounts
carrying major athletic brands such as Nike, Adidas, Champion and Reebok
including but not limited to those accounts designated by UMBRO in the Branded
License Agreement as well as accounts previously designated as accounts for the
Branded Channel of Distribution by UMBRO as well as all other accounts having
the same attributes as any of the foregoing.

         "Branded License" means that license agreement executed by and between
UMBRO or its Affiliates and the Primary Branded Licensee for Products in the
Branded Channel of Distribution in the Territory and any amendment, renewal or
replacement thereof.

         "Club Badge" means the officially adopted badge of teams or leagues
from which UMBRO has licensed the right to use the badge, name, other logos and
marks.

         "Collectibles" includes without limitation, the following
soccer-related products (but excluding any such products which are apparel or
footwear) toys, games, back-to-school products, premium and fund-raising
products, lamps, desk accessories, souvenirs and similar products as reasonably
approved by UMBRO and such other products as determined pursuant to Section
2.1(e) hereof.

         "Competitor" means any of the eight largest marketers of branded
sporting goods apparel, footwear and accessories in the Territory that
manufactures, markets and/or distributes soccer apparel, footwear and
accessories similar to the Products in the same channels of distribution
including, but not limited to, the brands Nike, adidas, and Reebok.

         "Connected Person" means any person who in the reasonable opinion of
UMBRO (with whom Licensee must confer in any case of doubt) is so closely allied
to Licensee, Licensee's owners, or Licensee's personnel as to prevent
arms-length bargaining.

         "Consumer Price Index" means the price index issued by the U.S.
Department of Labor in


                                      -46-

<PAGE>

January of each Annual Period.

         "Core Category Products" means the goods listed in Appendix A.

         "Excepted Products" consist of: (i) replica and authentic apparel of
professional teams for sports other than soccer and football, (ii) footwear as
used on the field of play other than for the sport of soccer, (iii) equipment
for team sports other than soccer, football and baseball/softball that is
co-licensed with a sports celebrity and/or sports team and (iv) equipment and
footwear for non-team sports such as golf, tennis, skiing, etc.

         "Excepted Products Licensee" means any person or entity to whom a
license is granted by UMBRO or its Affiliates granting such person or entity the
right to use the Trademarks for the manufacture, sale and/or marketing of
Excepted Products in the Territory in any channel of distribution.

         "Force Majeure" means any event or condition, not existing as of the
date of signature of this Agreement, not reasonably foreseeable by an ordinary
person as of such date and not reasonably within the control of either party,
which prevents in whole or in material part the performance by one of the
parties of its obligations hereunder or which renders the performance of such
obligations so difficult or costly as to make such performance commercially
unreasonable. Without limiting the foregoing, the following, by way of example,
shall constitute events or conditions of Force Majeure: acts of State,
governmental or political action, riots, disturbance, casualty, war, embargo,
quota, boycott, strikes, lockouts, slowdowns, transportation, supply or
production delay, breakdown, prolonged shortage or inability to secure
materials, energy supplies, supplies, power or shipping space, accident, act of
God, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and
explosion, or other causes or circumstances beyond either party's reasonable
control affecting transportation or production of the Products.

         "Initial Term" means the period from the Effective Date of this
Agreement through December 31, 2003.

         "International Licensed Product" means a Core Category Product which
incorporates a Club Badge.

         "Joint Marketing Budget" means $600,000, as adjusted commencing January
1, 2000 and each anniversary thereof, by the Consumer Price Index for the
immediately preceding calendar year on a cumulative basis.

         "License" means the rights, obligations and license granted to Licensee
under this Agreement.

         "Licensee Sponsorship Agreements" as defined in Section 1.4(a) hereof.


                                      -47-

<PAGE>

         "Manufacturer's Authorization Agreement" means an agreement in the form
set out in Appendix K.

         "Marketing Policy" means the set of principles described in a certain
Brand and Product Marketing Manual, which has been provided to Licensee prior to
or contemporaneously with the execution of this Agreement. UMBRO reserves the
right to make reasonable modifications to the Marketing Policy at any time,
provided any such addition or modification will be consistent with UMBRO's
global marketing policy and no change to the Marketing Policy will be primarily
applicable only in the Territory so that it adversely impacts the rights and
obligations of Licensee under this Agreement as of the date of the change in the
Marketing Policy.

         "Minimum Royalty" is defined in Appendix J hereof.

         "Minimum Sales" means the amount of Net Sales of the Products in an
Annual Period which, pursuant to Section 10.1 hereof, generates sufficient
royalties to meet the Minimum Royalty requirement for the same Annual Period, as
set forth in Appendix J hereof.

         "MLS" means Major League Soccer, LLC.

         "Monthly Report" means a completed report in the format as set out in
Appendix C, Part 1.

         "Net Sales" means the gross invoice price of the Products sold, shipped
or otherwise disposed of by Licensee at wholesale price less only deductions
for:

         (a)      where shown on the invoice, reasonable shipping cost and all
                  taxes which are paid to any governmental authority in respect
                  of the supply of the Products;

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

         where    shown on the invoice, allowances (other than "Coop"
                  advertising), quantity discounts and trade and cash discounts
                  actually granted, or chargebacks; and

         where    included in the sales price of Products purchased by Licensee
                  directly from UMBRO or its Affiliates, built in royalties on
                  such Products.

If the Products are sold, transferred or otherwise disposed of by Licensee to an
Affiliate or Connected Person of Licensee on terms that call for the payment of
less than the ordinary sales price for comparable types and quantities of
Products when sold by Licensee at arm's length, then the invoice price for
purposes of determining Net Sales shall be the greater of the actual invoice
price or the ordinary sales price for comparable types and quantities of
Products.


                                      -48-

<PAGE>





         "Non-Core Category Products" means Collectibles and Activities and
Events, as reasonably approved by UMBRO as provided in Section 2.1(e).

         "Other Goods" means all goods and services not included in the
definition of Core Category Products, Non-Core Category Products or Excepted
Products such as home furnishings and restaurant services.

         "Primary Branded Licensee" means Signal Apparel Company, Inc., its
successors and assigns, or any other party to the Branded License.

         "Products" means Core Category Products, Non-Core Category Products and
Other Goods bearing one or more of the Trademarks. UMBRO reserves the right to
add to or modify the Products, provided any such addition to or modification of
the Products will be consistent with UMBRO's global product line generally in
effect in all territories where Products are marketed and no change to the
Products will be primarily applicable only in the Territory so that it adversely
impacts the rights and obligations of Licensee under this Agreement as of the
date of the change in the Products.

         "Quarter" means each 3 calendar monthly period ending March 31, June
30, September 30 and December 31 in each Annual Period.

         "Quarterly Report" means a completed report in the format as set out in
Appendix C, Part 2.

         "Sponsorship Agreements" means agreements to use the name, likeness,
trademark, and/or logos of an organization or individual related to the sport of
football for consideration in the manufacture, promotion, and/or sale of
football merchandise.

         "Standards" means the standards and specifications for brand image,
quality, consistency and reliability established by UMBRO from time to time for
Brand Positioning, Sports Marketing, Products, Trademarks and Communications,
including those contained in the standards manuals set forth in Appendix F.
Brand Advertising, Sports Sponsorships, Products and Communications must meet
applicable Standards. The Standards require the quality of all Products and
Services to be as good as or better than competitive products and services that
are provided in comparable fashion in the market. All elements of each Product
and Service must reflect those high standards, including design, labeling,
packaging, as well as other forms of marketing communication. UMBRO reserves the
right to add to, modify or delete such standards and specifications in the
ordinary course of its business in the reasonable exercise of its reasonable
judgment, provided any such addition to, modification or deletion of such
standard or specification will be consistent with UMBRO's global Standards
generally in effect in all territories where Products are marketed and no change
to the Standards will be primarily applicable only in the Territory so that it
adversely impacts the rights and obligations of Licensee under this Agreement as
of the date of the change in the Standards.


                                      -49-

<PAGE>





         "Strategic Planning System" means an UMBRO created format of Business
Planning which analyzes the market place and UMBRO's position in relation to
mainstream competitors, and sets initiatives with associated costs to develop
the business in the short, medium and long term.

         "Trademarks" means the registered and unregistered trademarks, service
marks, tradenames, domain names, logos and designs UMBRO notifies Licensee that
Licensee is authorized to use and display on the Products and in related
packaging and advertising, including the trademarks shown in Appendix E. UMBRO
reserves the right to add to or modify the Trademarks in the ordinary course of
its business and to delete any Trademark not used by Licensee for any
consecutive twenty-four month period during the Term of this Agreement, provided
any such addition to or modification or deletion of the Trademarks will be
consistent with UMBRO's global trademark portfolio and no change to the
Trademarks will be primarily applicable only in the Territory so that it
adversely impacts the rights and obligations of Licensee under this Agreement as
of the date of the change in the Trademarks.

         "Team Channel of Distribution" means all sporting goods stores which
are approved by UMBRO in accordance with Section 2.1(d)(i) as well as soccer
specialty shops, team dealers, sporting goods stores already listed on Appendix
L and, on a direct basis, all schools, teams, leagues and other institutions
devoted to servicing soccer teams, including without limitation, all accounts
listed on Appendix L.

         "Term" means the Initial Term plus any renewal term.

         "Territory" means the United States, Puerto Rico and the U.S. Virgin
Islands.

         "USISL" means U.S.I.S.L., Inc.

         "USISL Contract" has the meaning set forth in Section 1.4(d).

         "USISL Stock Purchase Agreement" means that asset and stock purchase
agreement entered into by and between Licensee and UMBRO as of the Effective
Date.


                                      -50-