IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

In re                               )     Chapter 11
                                    )
SLM INTERNATIONAL, INC.             )     Case No. 95-1313 (HSB)
                                    )
                  and               )     and
                                    )
SPORT MASKA INC.,                   )     Case No. 95-1314 (HSB)
                                    )
                  and               )     and
                                    )
MASKA U.S., INC.,                   )     Case No. 95-1315 (HSB)
                                    )
                  and               )     and
                                    )
#1 APPAREL, INC.,                   )     Case No. 95-1316 (HSB)
                                    )
                  and               )     and
                                    )
#1 APPAREL CANADA INC.              )     Case No. 95-1317 (HSB)
                                    )
                  and               )     and
                                    )
ST. LAWRENCE MANUFACTURING          )     Case No. 95-1318 (HSB)
CANADA INC.,                        )
                                    )     and
                  and               )
                                    )     Case No. 95-1319 (HSB)
MITCHEL & KING SKATES LIMITED,      )
                                    )
                  Debtors.          )

                          THIRD MODIFICATION TO
            FIRST AMENDED JOINT CHAPTER 11 PLAN (AS MODIFIED)
                      Dated as of November 12, 1996


I.    The following language is added to the last line of Section 1.B.47. after
      the words "Final Order":

      or which is listed on the "Claims to be Reviewed List" (which list shall
      be filed with the Bankruptcy Court on or before the Effective Date).

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II.   The last paragraph of Sections 4.G.3. and 4.H.3. are deleted in their
      entirety and replaced, in both Sections, with the following language:

            The Cash Option shall apply solely to Issued New Common Stock to be
      distributed (i) on the Effective Date to the holders of Allowed NHLE
      Claims (except as otherwise provided in Section 4.D.2. of the Plan),
      Allowed Maska U.S. Unsecured Claims and Allowed Non-Maska Unsecured Claims
      which elect or are deemed to have elected the Cash Option pursuant to
      Sections 4.D.2, 4.G.3., 4.H.3. or 6.C.3. or (ii) on any Subsequent
      Distribution Date which occurs no later than 6 months after the Effective
      Date to the holders of Allowed Maska U.S. Unsecured Claims or Allowed
      Non-Maska Unsecured Claims who elect or are deemed to have elected the
      Cash Option pursuant to Section 6.C.3. The Cash Option shall not apply to
      any shares of Issued New Common Stock to be distributed on any Subsequent
      Distribution Date which occurs more than 6 months after the Effective
      Date.

III.  The clause in Section 6.A., beginning on the fifth line with the words
      "provided that" and ending with the word "Date" on the seventh line, is
      hereby deleted in its entirety and replaced with the following language:

      provided that subject to further extension by the Bankruptcy Court with or
      without notice, (i) all objections to the allowance of Claims set forth on
      the Claims to be Reviewed List shall be filed with the Bankruptcy Court on
      or before 60 days after the Effective Date and (ii) all objections to the
      allowance of any other Claims shall be filed with the Bankruptcy Court on
      or before the Effective Date.

IV.   In Section 6.A, the word "and" in the first line shall be deleted and
      replaced with a "," and the following language shall be added on the
      second line of such Section after the words "Reorganized Debtors":

      and the Committee

V.    The following language is added to Section 6.A. on the seventh line after
      the words "Reorganized Debtors":

      (upon consultation with the Committee)

VI.   The following Sections are added to the Plan:

      6.C.3 CASH OPTION ELECTION.

      (a) Holders of Disputed Claims as of the Effective Date: Within ten (10)
      business days after the Effective Date, the Reorganized Debtors shall send
      by first class mail to each holder of a Disputed Claim a Cash Option
      Election


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      Form pursuant to which such holder may elect the Cash Option with respect
      to any Reserved Shares that may be distributed to such holder pursuant to
      Section 6.C.2. (on all Subsequent Distribution Date(s) which occur no
      later than six (6) months after the Effective Date) if such holder's Claim
      is ultimately allowed, by returning to the Reorganized Debtors, no later
      than the earlier of (a) 30 days after the Effective Date.

      (b) Holders of Allowed Claims as of the Effective Date who Elected or Were
      Deemed to Have Elected the Cash Option: Within ten (10) business days
      after the Effective Date, the Reorganized Debtors shall send by first
      class mail to each holder of an Allowed Maska U.S. Unsecured Claim and
      Allowed Non- Maska Unsecured Claim who elected or was deemed to have
      elected the Cash Option pursuant to Sections 4.G.3. or 4.H.3., a notice
      that such holder shall be deemed to have elected the Cash Option with
      respect to any Reserved Shares that may be distributed to such holder
      pursuant to Section 6.C.2. on any Subsequent Distribution Date that occurs
      no later than six (6) months after the Effective Date unless such holder
      returns to the Reorganized Debtors, no later than 30 days after the
      Effective Date, a Stock Election Form, executed by such holder, declaring
      that such holder requests a distribution of Issued New Common Stock and
      not cash if any shares are to be distributed to such holder pursuant to
      Section 6.C.2. Any such holder who does not timely return a Stock Election
      Form will receive cash in respect of all Issued New Common Stock such
      holder would otherwise receive pursuant to Section 6.C.2. on any
      Subsequent Distribution Date which occurs no later than six (6) months
      after the Effective Date.

      (c) Holders of Allowed Claims as of the Effective Date who Did Not
      Previously Elect the Cash Option: On or before the Effective Date, the
      Debtors shall send by first class mail to each holder of an Allowed Maska
      U.S. Unsecured Claim and Non-Maska Unsecured Claim who did not previously
      elect the Cash Option, a Cash Option Election Form pursuant to which such
      holder may elect the Cash Option with respect to (a) any Issued New Common
      Stock that would have been distributable to such holder on the Effective
      Date pursuant to Sections 4.G.2. or 4.H.2. of this Plan absent such
      election and (b) any Reserved Shares that may be distributed to such
      holder pursuant to 6.C.2. on a Subsequent Distribution Date that occurs no
      later than six (6) months after the Effective Date, by delivering to the
      Reorganized Debtors a Cash Option Election Form, executed by such holder,
      no later than 30 days after the Effective Date, provided, however, no
      shares shall be issued to such holders 35 days after the Effective Date.
      Any such holder who does not timely return a Cash Option Election Form
      will receive a distribution of Issued New Common Stock in respect of its
      Allowed Claim and not cash.

            6.C.4 CASH OPTION AMOUNT  In lieu of receiving such holder's Pro
      Rata share of Reserved Shares pursuant to Section 6.C.2. of this Plan,
      each holder of  (i) a Disputed Claim that becomes an Allowed Maska U.S.
      Unsecured Claim or Allowed Non-Maska Unsecured Claim after the Effective

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<PAGE>

      Date or (ii) an Allowed Maska U.S. Unsecured Claim or Allowed Non-Maska
      Claim (each, as of the Effective Date), who elects or is deemed to have
      elected the Cash Option pursuant to Section 6.C.3. of this Plan, shall
      receive on any Subsequent Distribution Date which occurs no later than six
      (6) months after the Effective Date, cash in an amount equal to the
      product of (x) $8.50 per share multiplied by (y) the number of Reserved
      Shares that such holder would have received on such Subsequent
      Distribution Date pursuant to Section 6.C.2. had such holder not elected
      the Cash Option.

VII.  The last sentence of Section 8.A. (including the language set forth in the
      First Modification To First Amended Chapter 11 Plan (As Modified)) is
      deleted in its entirety and replaced with the following language:

      Notwithstanding the foregoing, (i) the Debtors are and shall remain from
      and after the Effective Date separate legal entities under applicable
      non-bankruptcy law, provided, however, one Business Day prior to the
      Effective Date, SLMI may contribute the stock of Apparel Canada or SLM
      Canada to Sport Maska with the effect that Apparel Canada or SLM Canada
      may become wholly-owned subsidiaries of Sport Maska and immediately
      thereafter Apparel Canada or SLM Canada may be wound up into Sport Maska,
      all under applicable Canadian law, (ii) Reorganized SLMI shall continue to
      own 100% of the authorized, issued and outstanding capital stock of each
      Reorganized Subsidiary (after giving effect to the transactions
      contemplated by the preceding proviso), (iii) within the discretion of
      Reorganized SLMI, any intercompany debt (including intercompany debt owed
      by Sport Maska (for itself or as successor to Apparel Canada or SLM
      Canada)) shall remain outstanding, and (iv) as a result of the
      distributions to be made to holders of the Allowed Non-Maska Unsecured
      Claims against Sport Maska (for itself or as successor to Apparel Canada
      or SLM Canada), Reorganized SLMI shall acquire, in place of such holders,
      the claims that constituted the Allowed Non- Maska Unsecured Claims
      against Sport Maska (for itself or as successor to Apparel Canada or SLM
      Canada), which claims shall remain outstanding and owed by Sport Maska to
      Reorganized SLMI.

VIII. In Section 15.C., the first "and" shall be deleted and replaced with a ","
      and the following language shall be added after the words "Reorganized
      Debtors":

      and the Committee

IX.   In Section 15.D., on the third line, the word "Committee's" shall be
      deleted and replaced with the following language:

      Committee and its


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X.    In Section 15.D., the word "and" which precedes "(ii)" shall be deleted
      and replaced with a "," and the following language shall be added in place
      of the period at the end of the Section":

      and (iii) to prosecute on its own or in conjunction with the Reorganized
      Debtors, objections to and/or proceedings to estimate any Claim.

Dated: March 14, 1997

YOUNG, CONAWAY, STARGATT                  DUANE, MORRIS & HECKSHER
  & TAYLOR
Laura Davis Jones                         Teresa K.D. Currier
Robert S. Brady                           1201 Market Street
Rodney Square North, 11th Floor           Wilmington, Delaware 19801
Wilmington, Delaware 19899                (302) 571-5550
(302) 571-6600


KASOWITZ, BENSON, TORRES                  KRAMER, LEVIN, NAFTALIS
 & FRIEDMAN LLP                             & FRANKEL
David M. Friedman                         Kenneth H. Eckstein
David S. Rosner                           David M. Feldman
Lorie R. Beers                            919 Third Avenue
Adam L. Shiff                             New York, New York 10022
1301 Avenue of the Americas               (212) 715-9100
New York, New York 10019
(212) 506-1700

CO-COUNSEL FOR THE DEBTORS                CO-COUNSEL FOR THE 
OFFICIAL
AND DEBTORS-IN-POSSESSION                 COMMITTEE OF UNSECURED 
                                               CREDITORS
                                          

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