DEED OF HYPOTHEC


                                        between

                           THE CHASE MANHATTAN BANK OF CANADA

                                          and

                                    SPORT MASKA INC.

                                      dated as of
                                    April 1st, 1997



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                                    TABLE OF CONTENTS

                                                                           Page



1.       INTERPRETATION..................................................... 1

2.       [NOT USED]......................................................... 3

3.       [NOT USED]......................................................... 3

4.       HYPOTHEC:  DESCRIPTION OF CHARGED PROPERTY......................... 3

5.       AMOUNT OF THE HYPOTHEC............................................. 6

6.       SECURED OBLIGATIONS................................................ 6

7.       ADDITIONAL PROVISIONS PERTAINING TO THE
         HYPOTHEC ON RENTAL INCOME AND LEASES............................... 6

8.       ADDITIONAL PROVISIONS TO THE HYPOTHEC ON CLAIMS
         (OTHER THAN RENTALS)............................................... 7

9.       ADDITIONAL PROVISIONS TO THE HYPOTHEC ON
         SECURITIES......................................................... 8

10.      ASSIGNMENT OF CLAIMS SUBJECT TO THE FINANCIAL
         ADMINISTRATION ACT................................................. 9

11.      REPRESENTATIONS AND WARRANTIES..................................... 9

12.      COVENANTS......................................................... 12

14.      HOLDER'S RECOURSES IN CASE OF DEFAULT............................. 17

15.      GENERAL PROVISIONS................................................ 22

16.      [NOT USED]........................................................ 24

17.      GOVERNING LAW..................................................... 24

18.      AMENDMENTS........................................................ 24

19.      FORMAL DATE....................................................... 25

20.      ENGLISH LANGUAGE.................................................. 25

21.      INCONSISTENCIES................................................... 25


                                      (i)

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                                DEED OF HYPOTHEC


EXECUTED ON THE ELEVENTH (11TH) DAY OF APRIL NINETEEN  HUNDRED AND  NINETY-SEVEN
(1997).


BEFORE:            Mtre  Richard  Trudeau,  Notary,  practising  in the  City of
                   Longueuil, Province of Quebec.


APPEARED:          THE CHASE MANHATTAN BANK OF CANADA, a Canadian chartered bank
                   governed by the Bank Act (Canada) having its head office at 1
                   First  Canadian  Place,  Suite  6900, 100 King  Street  West,
                   Toronto,  Ontario,  N5X 1A4, herein acting and represented by
                   Christine Chan, its authorized  officer,  duly authorized for
                   the purposes hereof as he/she so declares.

                   (hereinafter the "Holder")

AND:               SPORT  MASKA  INC.,  a  legal  person  being  a   corporation
                   continued   under   the   Business   Corporations   Act  (New
                   Brunswick),  having its registered office at 44 Chipman Hill,
                   10th Floor, Brunswick House, P.O. Box 7289, Postal Station A,
                   Saint-John,  New Brunswick,  E2L 4S6 and having its principal
                   place of business at 7405  Trans-Canada  Highway,  Suite 300,
                   Ville  Saint-Laurent,  Quebec  H4T  1Z2,  herein  acting  and
                   represented  by  D.  Bruce  Randall,   its  Secretary,   duly
                   authorized  pursuant to a  resolution  dated April 9, 1997, a
                   certified  copy of which is annexed  hereto after having been
                   acknowledged  true and signed for purposes of  identification
                   by the said representative in the presence of the undersigned
                   Notary.

                   (hereinafter the "Grantor")


WHICH PARTIES HAVE DECLARED AS FOLLOWS:


WHEREAS the Grantor is desirous  of securing  its  obligations  under the Credit
Agreement (as hereinafter defined) in the manner hereinafter appearing;


NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


1.   INTERPRETATION

     1.1  Definitions

     The following  terms,  wherever used in this Deed,  shall,  unless there be
something in the context inconsistent therewith, have the following meanings:

          1.1.1  "Business  Day"  means a day on which  the  Holder's  branch in
          Toronto is opened  for  business  but does not  include  Saturday  and
          Sunday;


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                                      -- 2 --

          1.1.2  "Charged  property"  shall have the  meaning  ascribed to it in
          Section 4 hereof;

          1.1.3  "Collateral" shall have the meaning ascribed to it in paragraph
          4.8 hereof;

          1.1.4 "Credit  Agreement" means the Credit Agreement dated as of April
          1st, 1997 between the Grantor,  as borrower and the Holder, as lender,
          as such Credit Agreement may be amended, restated or supplemented from
          time to time.

          1.1.5  "Default"  means one or the  other  events  set out in  Section
          13 hereof;

          1.1.6 "Dollars" or "$" means the legal currency in Canada;

          1.1.7  "Grantor"  means Sport Maska Inc. and any of its  successors or
          assigns;

          1.1.8 [NOT USED]

          1.1.9  "Holder"  means The Chase  Manhattan  Bank of Canada  and shall
          include its successors or assigns pursuant to an amalgamation or other
          corporate reorganization or otherwise;

          1.1.10  "Hypothec"  shall have the  meaning  ascribed to it in Section
          4 hereof;

          1.1.11  "Property in stock"  shall have the meaning  ascribed to it in
          paragraph 4.4 hereof;

          1.1.12 "Secured Obligations" means all of the obligations which are to
          be secured by the Hypothec pursuant to Section 6 hereof;

          1.1.13 "This Deed", "these presents", "herein", "hereby", "hereunder",
          "hereof"  and  similar   expressions  refer  to  this  Deed,  and  the
          accompanying  schedules  and to any deed or document  supplemental  or
          complementary hereto or restating this Deed.

     1.2 Gender

     Unless  there be  something in the context  inconsistent  therewith,  words
importing any gender shall  include any other gender as may be applicable  under
the circumstances.

     1.3 Headings

     The division of this Deed into Sections, subsections and paragraphs and the
insertion of titles are for  convenience of reference only and do not affect the
meaning or the interpretation of the present Deed. Unless otherwise indicated, a
reference to a particular Section, subsection or paragraph is a reference to the
particular Section, subsection or paragraph in this Deed.

     1.4 [NOT USED]


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                                      -- 3 --

     1.5 Schedules

     The Schedules annexed hereto shall form an integral part of this Deed.

     1.6 Delays and calculation of delays

     The delays provided hereunder are calculated simultaneously with the delays
imposed by law and are not in addition to such delays. In the calculation of any
period of  delay,  the  period  shall  exclude  the day from  which  the  period
commences and the period shall include the last day thereof.

     1.7 Business Day

     When the date on which a delay  expires  or a payment  has to be made or an
act has to be done is not a Business  Day, the delay expires or the payment must
be made or the act  must be done on the  next  following  Business  Day,  unless
expressly provided otherwise in this Deed.


2.   [NOT USED]


3.   [NOT USED]


4.   HYPOTHEC: DESCRIPTION OF CHARGED PROPERTY

     The Grantor hereby hypothecates in favour of the Holder the universality of
all of the  Grantor's  moveable  and  immoveable  property,  present and future,
corporeal and incorporeal, of whatever nature and kind and wherever situate (the
"Charged  property")  and, with respect to incorporeal  or intangible  property,
property  located  outside  of the  Province  of Quebec or used in more than one
jurisdiction,  hereby charges, assigns and mortgages in favour of the Holder and
creates a security  interest  in the Charged  property  (the  hypothec,  charge,
mortgage and  assignment  and the  security  interest  hereinafter  collectively
referred to as the  "Hypothec"),  the whole  including  without  limitation  the
following universalities of present and future properties:

     4.1 Immoveables

     All the  immoveable  properties  of the  Grantor,  along with all  property
permanently  physically  attached or joined  thereto so as to ensure the utility
thereof  (including the heating and air  conditioning  apparatus and watertanks)
and which  become  immoveable  by the  effect  of law,  the  hypothec  on future
immoveables to become effective upon the registration of a notice to that effect
in  accordance  with  section  2949 of the Civil  Code of  Quebec  (collectively
hereinafter referred to as the "Immoveables").

     4.2 Rentals, Revenues and leases of immoveables

     All rentals,  annuities  and  revenues  which are or may be produced by the
Immoveables as well as any other right of the Grantor in any lease,  present and
future, which may affect such Immoveables.


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                                      -- 4 --

     4.3 Rental Insurance

     Proceeds of any insurance  covering losses of revenue and rentals described
in paragraph 4.2 above.

     4.4 Property in Stock

     All  property in stock or inventory of every nature and kind of the Grantor
whether  in its  possession,  in transit or held on its  behalf,  including  raw
materials,   work  in  process,   finished  goods  or  other  materials,   goods
manufactured or transformed, or in the process of being so, by the Grantor or by
others,  packaging  materials,  property  evidenced by bill of lading,  animals,
mineral  substances,  hydrocarbons and other products of the soil as well as all
fruits thereof from the time of their  extraction  (hereinafter the "Property in
stock").

     The  Property in stock held by third  parties  under a lease  agreement,  a
leasing  contract,  a franchise  or licence  agreement,  or any other  agreement
entered into with or on behalf of the Grantor, is also subject to this Hypothec.

     Property  having formed part of the Property in stock which is alienated by
the Grantor in favour of a third  person but in respect of which the Grantor has
retained title pursuant to a reservation  of ownership  provision,  shall remain
charged by the Hypothec  until title is  transferred;  any Property in stock the
ownership  of  which  reverts  to the  Grantor  pursuant  to the  resolution  or
resiliation  of any agreement or following its  repossession  is also subject to
the Hypothec.

     4.5 Claims, Book Debts and Other Movable Property

          4.5.1 Claims, Receivables and Book Debts

          All of the  Grantor's  claims,  debts,  demands  and choses in action,
     whatever their cause or nature, whether or not they are certain,  liquid or
     exigible;  whether or not  evidenced  by any title (and whether or not such
     title is  negotiable),  note,  acceptances,  bill of  exchange  or  drafts;
     whether  litigious or not;  whether or not they have been previously or are
     to be invoiced;  whether or not they  constitute  book debts.  Hypothecated
     claims shall include:  (i) indemnities payable to the Grantor under any all
     risk insurance policy, any life insurance policy or any liability insurance
     policy, subject to the rights of other creditors holding subsequent ranking
     hypothecs  on the insured  property,  (ii) the sums owing to the Grantor in
     connection with interest or currency exchange  contracts and other treasury
     or  hedging  instruments,  management  of risks or  derivative  instruments
     existing in favour of the Grantor ("SWAPS"), and (iii) the Grantor's rights
     in any credit  balances,  monies or deposits in accounts held for it by the
     Holder  (subject to the Holder's  compensation or set-off rights) or by any
     financial institution or any other person.

          4.5.2 Rights of Action

          The Grantor's  rights under contract with third parties as well as the
     Grantor's rights of action and claims against third persons.

          4.5.3 Accessories

          The hypothecs,  security  interest,  security  agreement,  guarantees,
     suretyships,  notes,  acceptances  and accessories to the claims and rights
     described  above and other  rights  relating  thereto  (including,  without
     limitation, the rights of the Grantor


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                                      -- 5 --

     in its capacity as seller under any  instalment  sale,  with respect to the
     claims hereby hypothecated which are the result of such sale).

          4.5.4 Movable Property

          All  moveable  property  owned  by  the  Grantor  and  covered  by the
     instalment sales mentioned in paragraph 4.5.3 hereof.

          A right or a claim  shall not be excluded  from the  Charged  property
     merely because:  (i) the debtor thereof is not domiciled in the Province of
     Quebec or (ii) the debtor  thereof is an affiliate (as such term is defined
     in the Canada Business  Corporations Act) of the Grantor (regardless of the
     law of the jurisdiction of its  incorporation) or (iii) such right or claim
     is not related to the ordinary  course of business or the operations of the
     Grantor.

     4.6 Securities

     All securities (including shares,  debentures,  units, bonds,  obligations,
rights, options,  warrants, debt securities,  investment certificates,  units in
mutual funds,  certificates or other instruments representing such property) now
or  hereafter  owned by the  Grantor or held by the  Grantor  or on its  behalf,
including  without  limitation  those  issued  or which  will be  issued  by the
corporations  or  partnerships  listed in Schedule "B" or by any  corporation or
partnership   successor  thereto  pursuant  to  an  amalgamation  or  any  other
reorganization (a copy of which Schedule "B" remains annexed hereto after having
been recognized as true and signed for identification by the  representatives of
the parties hereto);  as well as all those which are delivered by the Grantor to
the Holder or to a third party on its behalf from time to time.

     4.7 Equipment and Road Vehicles

     The equipment, office furniture,  appliances,  supplies,  apparatus, tools,
patterns, models, dies, blueprints,  fittings, furnishings,  fixtures, machinery
and rolling stock (including road vehicles) of the Grantor,  including additions
and accessories and spare parts.

     4.8 Trade-Marks and Other Intellectual Property Rights

     All of  the  Grantor's  rights  in any  trade-mark,  copyright,  industrial
design, patent,  goodwill,  invention,  trade name, trade secret, trade process,
license, permit, franchise,  know-how, plant breeders' right, integrated circuit
topography  and  in  any  other  intellectual  property  right,   including  any
application  or  registration   relating   thereto  if  any,   improvements  and
modifications  thereto as well as rights in any claim  against  third parties in
connection  with the  protection  of any such  intellectual  property  rights or
infringement  thereto,  in Canada or abroad (sometimes  hereinafter  referred to
collectively as the "Collateral"),  including without limitation those listed in
Schedule "B" hereto.

     4.9 Fruits and Revenues

     All cash, profits, proceeds,  fruits, dividends,  rights and revenues which
are or may be produced by or declared or distributed with respect to the Charged
property or in exchange thereof as well as the proceeds of the Charged property,
including without  limitation any property,  equipment,  negotiable  instrument,
bill,  commercial  paper,  security,   money,   compensation  for  expropriation
remitted, given in exchange or paid pursuant to


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                                      -- 6 --

a sale,  repurchase,  distribution or any other  transaction with respect to the
Charged property.

     4.10 Records and Others

     All records,  data,  vouchers,  invoices and other documents related to the
Charged  property  described  above,  including  without  limitation,   computer
programs,  disks,  tapes  and other  means of  electronic  communication  of the
Grantor,  as well as the rights of the  Grantor to recover  such  property  from
third parties,  receipts,  customer lists,  distribution lists,  directories and
other similar property of the Grantor.

     Any and all Charged property which is acquired, transformed or manufactured
after the date of this Deed shall be charged by the Hypothec, (i) whether or not
such property has been acquired in replacement  of other Charged  property which
may have been alienated by the Grantor in the ordinary course of business,  (ii)
whether  or  not  such  property  results  from  a  transformation,  mixture  or
combination  of any  Charged  property,  and  (iii) in the  case of  securities,
whether  or not they have been  issued  pursuant  to the  purchase,  redemption,
conversion or cancellation or any other transformation of the charged securities
and without the Holder  being  required  to register or  re-register  any notice
whatsoever,  the property  charged under the Hypothec being the  universality of
the Grantor's present and future property.


5.   AMOUNT OF THE HYPOTHEC

     The amount for which the  Hypothec is granted is a principal  amount of one
hundred million dollars  ($100,000,000)  with interest  thereon from the date of
this Deed at the rate of twenty-five percent (25%) per annum.


6.   SECURED OBLIGATIONS

     The  Hypothec  secures the due and  punctual  payment of all sums due or to
become due by the Grantor under or pursuant to the Credit  Agreement and the due
and punctual  performance  of all other  present and future  obligations  of the
Grantor under or pursuant to the Credit  Agreement and under or pursuant to this
Deed,  in each  case  whether  now  existing  or  hereafter  arising,  direct or
indirect, absolute or contingent, matured or not.


     Any future  obligation  hereby secured shall be deemed to be one in respect
of which the Grantor has once again obligated itself hereunder  according to the
provisions of section 2797 of the Civil Code of Quebec.


7.   ADDITIONAL  PROVISIONS  PERTAINING  TO THE  HYPOTHEC  ON RENTAL  INCOME AND
     LEASES

     With respect to any Immoveables generating rentals and revenues:


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                                      -- 7 --

     7.1  List of tenants

     The Grantor shall provide the Holder  before  January 30 each year,  with a
list containing the name of all tenants and details as to their leases as at the
immediately  preceding  December 31. The Grantor  shall obtain the prior written
consent of the Holder with respect to the terms and  conditions of any new lease
or the  modifications or renewals of any existing leases provided nothing herein
shall compel the Holder to waive any right it may have  pursuant to Article 1887
of the Civil Code of Quebec. Upon request of the Holder, acting reasonably,  the
Grantor shall further provide (i) a copy (or the original, when requested by the
Holder) of all leases,  present and future,  relating to the Immoveables and any
document and any useful information in connection therewith,  and (ii) a written
acknowledgment  by the tenants,  present and future,  of the hypothec on rentals
hereby created in the form required by the Holder.

     7.2  Leases and statement of revenues

     The Holder may  require  that all leases be subject to its  approval,  that
they be subordinated to its rights  hereunder and that the Grantor provide it on
a yearly  basis with a statement  of revenues and  expenditures  concerning  the
Immoveables.

     7.3  Rents, annuities and revenues collection

     The Holder hereby  authorizes  the Grantor to collect all rents,  annuities
and revenues which are rental income;  however, the Grantor shall not collect in
advance more than one month of rent (other than a security deposit) nor shall it
renounce to the payment of any rent.  Such  authorization  may be revoked at any
time by the Holder in  accordance  with what is  provided  for by law; in such a
case, the Holder may exercise as it deems  appropriate,  to the exclusion of the
Grantor, all rights, claims, privileges and hypothecs (legal or conventional) of
the Grantor in order to maintain,  renew,  grant or terminate any lease,  and to
further protect or collect rents, annuities and revenues from the Immoveables.

     7.4  Collection

     The Holder shall have the right to bring an action for recovery of rentals,
impleading the Grantor,  it being  understood  that the Holder shall be under no
obligation to exercise such right and shall not be liable for any loss or damage
which may result from its failure to collect such rentals. The Holder shall have
the  right to  deduct  a ten per  cent  (10%)  collection  fee from any  rentals
collected  as well as any  commission  usually  charged  by the  Holder  for the
collection of rentals,  miscellaneous costs and expenses (copies,  service fees,
legal counsel fees and others, opening files,  surveillance fees, execution fees
or fees for cancellation of lease) incurred as a result of such collection.


8.   ADDITIONAL PROVISIONS TO THE HYPOTHEC ON CLAIMS (OTHER THAN RENTALS)

     8.1  Authorization to Recover

     Save and except for claims resulting from an expropriation,  those referred
to in Section 9 hereof and save for any other  claims  for which  collection  is
otherwise  dealt with pursuant to any agreement  entered into with the Holder or
any other person, the Holder hereby authorizes the Grantor to recover all claims
and other Charged property referred to in paragraph 4.5. Such  authorization may
be revoked at any time by the Holder by


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                                      -- 8 --

written  notice  with  respect  to all or any part of the  hypothecated  claims,
whereupon  the  Holder  shall be free to  itself  effect  such  recovery  and to
exercise any of the rights  referred to in paragraph  below;  the Grantor  shall
then remit to the Holder all records, books, invoices, bills, contracts, titles,
papers and other documents related to the claims.  If, after such  authorization
is revoked (and even if such  revocation  is not yet  registered or delivered to
the holders of such  claims),  sums  payable  under such claims and property are
paid to the Grantor,  it shall receive same as mandatary of the Holder and shall
remit same to the Holder  promptly  without the  necessity of any demand to this
effect.

     8.2  Recovery

     The Holder may recover all claims and other Charged property referred to in
paragraph  4.5 in  accordance  with what is provided  for by law; it may further
exercise any rights  regarding such Charged property and more  particularly,  it
may grant or refuse any consent  which may be  required  from the Grantor in its
capacity as owner of such  Charged  property,  and shall not, in the exercise of
such  right,  be  required  to obtain the  consent  of the  Grantor or serve the
Grantor any notice  thereof,  nor shall it be under any  obligation to establish
that the Grantor has refused or  neglected to exercise  such rights,  and it may
further  grant  delays,  take or abandon any security,  make  arrangements  with
debtors  of any  hypothecated  claims,  make  compromises,  grant  releases  and
generally deal at its discretion  with matters  concerning all Charged  property
referred to in paragraph 4.5 without the intervention or consent of the Grantor.


9.   ADDITIONAL PROVISIONS TO THE HYPOTHEC ON SECURITIES

     The Holder may, at any time after the occurrence of a Default, transfer any
securities  or any  part  thereof  into  its own  name or that of a third  party
appointed  by it so that the  Holder or its  nominee(s)  may  appear as the sole
registered holder, in which case:

     9.1  Voting rights

     All voting rights and any other right  attached to such  securities  may be
exercised by the Holder  (without any  obligation  of the Holder to do so) or on
behalf of the Holder.

     9.2  Revenues, dividends and others

     The Holder shall collect revenues,  dividends and capital distributions and
the Grantor shall cease to have any right thereto and the Holder may either hold
same as Charged property or apply them in reduction of the Secured Obligations.

     9.3  Physical possession of the certificates

     The certificates  representing  the hypothecated  securities may be kept in
the possession of the Holder or in the possession of its agent.

     The  Grantor  hereby  irrevocably  appoints  any officer or employee of the
Holder as its attorney with full power of substitution  and authority to execute
such  documents  necessary to render  effective the rights granted to the Holder
pursuant to this Section 9.


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10.  ASSIGNMENT OF CLAIMS SUBJECT TO THE FINANCIAL ADMINISTRATION ACT

     The Grantor hereby assigns to the Holder by way of absolute  assignment all
its  present  and future  claims  which are subject to Sections 67 and 68 of the
Financial  Administration  Act, as  collateral  and  continuing  security of all
Secured Obligations. The Holder may, at any time, fulfill any of the formalities
required  by law to  make  such  transfer  enforceable,  subject  to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
affecting the enforcement of creditors' rights  generally,  from time to time in
effect.


11.  REPRESENTATIONS AND WARRANTIES

     The Grantor hereby represents and warrants that:

     11.1 Legal person

     It is a legal person (corporation).

     11.2 Head office

     The  registered  office  or  domicile  of the  Grantor  is  located  in New
Brunswick.

     11.3 Incorporation

     It is  duly  incorporated  and  in  good  standing  under  the  law  of its
jurisdiction of incorporation.

     11.4 Powers

     It has the capacity  and the powers  necessary to grant the Hypothec and to
bind itself as herein  provided for; the execution of this Deed,  the compliance
with its  provisions and the  performance  of its covenants  shall not entail or
result in any breach of or default  under any other  agreement  or  document  to
which the Grantor is bound.

     11.5 Authorization of this Deed

     This Deed has been duly  authorized by resolution or by any other necessary
action under its constating documents, by-laws or otherwise, in order to give it
full  effect  and to  render  its  obligations  fully  enforceable,  subject  to
applicable bankruptcy, insolvency, reorganization,  moratorium and other similar
laws affecting the enforcement of creditors' rights generally, from time to time
in effect.

     11.6 Execution of this Deed

     This Deed has been executed by duly authorized persons.

     11.7 Business or firm names

     It uses no business  or firm name other than those  referred to in Schedule
"B" hereof.


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                                      -- 10 --

     11.8 Titles of ownership and existing charges

     It is the unconditional and absolute owner of the Charged property,  except
for future property, and all such property is free and clear of any prior claim,
hypothec, charge, security or security interest,  seizure by garnishment,  right
of  resolution  or  repossession  or of any other right  whatsoever  existing in
favour of persons  other  than the  Holder  and other than any such right  which
constitutes  a Lien (as defined in the Credit  Agreement)  which is permitted in
accordance with Section 7.01 of the Credit Agreement.

     11.9 Shareholder Agreement

     There exists no shareholders' agreement in connection with securities which
are charged under this agreement other than a unanimous  shareholders' agreement
within  the  meaning  of  Section  99 of  the  Business  Corporations  Act  (New
Brunswick)  between Sport Maska Inc. and SLM Trademark  Acquisition  Corp. dated
April 9th, 1997 with respect to securities  issued by SLM Trademark  Acquisition
Canada  Corporation.  There  exists  no  restriction  in the  articles  or other
constating  documents of the Grantor  regarding  the  assignment  or transfer of
securities which are charged hereunder other than the restrictions pertaining to
a closed  company (as such term is defined in the  Securities  Act (Quebec)) and
those declared in writing to the Holder.

     11.10 Location of Charged property

     The Charged  property  referred to in  paragraphs  4.4,  4.6,  4.7 and 4.10
hereinabove  is located in the  premises  described in Schedule "C" hereof or in
transit  thereto or  therefrom  (a copy of which  Schedule  "C" remains  annexed
hereto after having been  acknowledged as true and signed for  identification by
the representatives of the parties hereto).

     11.11 Disposition of Charged property

     Except for property referred to in paragraph 4.4 hereinabove,  it does not,
in the ordinary course of its business,  sell property similar to or of the same
nature as the Charged property.

     11.12 Claims subject to the Financial Administration Act

     It has no claim falling under Section hereof, other than those indicated in
Schedule "B" hereof.

     11.13 Claims secured by registered hypothec

     It has no claim which is secured by  registered  hypothec  other than those
indicated in Schedule "B" hereof.

     11.14 [NOT USED]


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                                      -- 11 --

     11.15 Litigation

     There are not any actions,  suits or proceedings at law or by or before any
governmental  instrumentality or other agency or other regulatory  authority now
pending  or, to the  knowledge  of any  Responsible  Officer  (as defined in the
Credit Agreement) of the Grantor, threatened against or affecting the Grantor to
its businesses,  assets or rights, as to which there is a reasonable  likelihood
of  an  adverse  determination  and  which,  if  adversely  determined,   would,
individually or in the aggregate,  materially  impair the ability of the Grantor
to conduct  business  substantially  as now  conducted,  or result in a Material
Adverse Effect (as defined in the Credit Agreement).

     Grantor is not in  violation  of any law, or in default with respect to any
judgment,  writ,  injunction,  decree,  rule  or  regulation  of  any  court  or
governmental  agency or  instrumentality  where such  violation or default would
result in a Material Adverse Effect.

     11.16 Default

     It is not in default under the present Deed.

     11.17 Intellectual Property

          11.17.1 all registration,  applications for registration,  filings and
          notices thereof in respect of the  Collateral,  including all relevant
          renewals,  have been duly and  properly  made,  are in full  force and
          effect and are not subject to dispute by any governmental authority or
          agency and all leases,  licences and other  agreements  affecting  any
          right,  title or  interest  of the  Grantor  in any of the  Collateral
          (collectively, the "Third Party Agreements") are in good standing;

          11.17.2  none  of  the  Collateral   has  been  adjudged   invalid  or
          unenforceable or has been cancelled, in whole or in part, and all such
          Collateral  is  presently  subsisting,  valid,  in good  standing  and
          enforceable,  with the exception of those, if any, set out in Schedule
          B  and  identified  as  "pending  applications",   "cancelled/expunged
          registrations",  "abandoned  applications" or "registrations no longer
          in name of the Grantor";

          11.17.3 the Grantor is the exclusive  owner or in the case of licensed
          Collateral,  the  sole  and  exclusive  licensee,  of the  entire  and
          unencumbered  right,  title  and  interest  in  and  to  each  of  the
          Collateral  free and  clear of any  liens,  charges  and  encumbrances
          except for any such lien,  charge or encumbrance  which  constitutes a
          Lien  which  is  permitted  in  accordance  with  paragraphs  (a)  and
          following of Section 7.01 of the Credit Agreement;

          11.17.4 the  Collateral  listed in Schedule B  constitutes  all of the
          intellectual property rights now owned by the Grantor;

          11.17.5 the Grantor has adopted,  used  continuously  and currently is
          using all of the  Collateral;  all licensees of the Collateral (or all
          relevant  portions  thereof)  from the Grantor as  licensor  have been
          licensed  properly to use such Collateral and the Grantor has retained
          under  license  the direct or  indirect  control of the  character  or
          quality of the goods or services in connection  with which use of such
          Collateral  has been  licensed by it; all use of such  Collateral  has
          been proper both in


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                                      -- 12 --

          form and in relation to the goods or services in connection with which
          the  Collateral  is used by the Grantor or its  licensees;  and proper
          ownership notices have been used by the Grantor or its licensees; and

          11.17.6  nothing  contained  in  this  Deed or the  Credit  Agreement,
          including,  without  limitation,  the  granting of the Hypothec by the
          Grantor in favour of the Holder,  constitutes a breach under any Third
          Party Agreement.


12.  COVENANTS

     The Grantor hereby covenants:

     12.1 Information

     To give notice in writing to the Holder:

     -    of any  change  whatsoever  in its name and  business  names or in the
          representations and warranties hereinabove mentioned in Section 11;

     -    of the name of any surety  (guarantor)  which may have  guaranteed the
          payment  of claims  hypothecated  hereby  and other  Charged  property
          mentioned in paragraph 4.5 hereof;

     -    of the name of the  insurers to the  insurance  contracts  referred to
          herein;

     -    of the existence of any security,  hypothec,  prior claims or property
          right retained or assigned  securing claims and other Charged property
          referred to in paragraph 4.5 hereof and, in such cases, to provide the
          Holder,  upon demand,  with  satisfactory  proof that such security or
          hypothec  has  been   registered  or  published  in  accordance   with
          applicable  law in order  for the  rights  of the  Holder to be set up
          against third persons;

     -    of the existence and details of any new claim arising hereafter, which
          claim, alone or together with any other claim falling under Section 10
          hereof is material.

     12.2 Additional Information

     To provide the Holder with any  information it may reasonably  request with
respect to the  Charged  property  or in order to  determine  whether or not the
Grantor is in compliance with its  undertakings and obligations  hereunder.  The
Grantor  shall inform the Holder of any event,  occurrence,  or fact which might
have a Material Adverse Effect.

     12.3 [NOT USED]

     12.4 Inspection

     To enable the Holder to examine,  inspect and  appraise,  at the  Grantor's
expense, any Charged property, and to grant to the Holder access to all premises
where such property may be located, all in accordance with the terms established
under Section 6.01 of the Credit Agreement.


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                                      -- 13 --

     12.5 Preservation of the Hypothec

     To perform all acts and execute all deeds and documents  (including notices
of renewal)  necessary to give full effect to the Hypothec and to ensure that it
is at all times fully opposable against third persons.

     12.6 Compensation, Fees and Expenses

     To pay to the Holder from time to time all out of pocket costs and expenses
relating to this Deed and to the  exercise of all rights  resulting in favour of
the  Holder  from  such Deed as well as all out of  pocket  costs  and  expenses
incurred  to set up the  rights of the Holder  against  third  persons,  and all
discharge fees (such costs and expenses  shall include all  reasonable  fees and
expenses  of  consultants,  agents  or  counsels  retained  by the  Holder);  to
reimburse the Holder for all out of pocket costs and expenses incurred by it for
the purpose of carrying  out the  Grantor's  obligations  or of  exercising  its
rights,  all such costs and expenses bearing interest at an annual rate equal to
the base rate of  National  Bank of Canada  which shall be in force from time to
time,  plus 3%;  National Bank of Canada's base rate shall be the one advertised
as its rate of reference for determining  the interest rate on commercial  loans
in Dollars granted in Canada; the obligations  arising from this paragraph shall
not exceed twenty-five per cent (25%) of the nominal value of the Hypothec;  the
repayment of such costs and expenses shall be secured by the Hypothec.

     12.7 Encumbrances and Title

     Not to grant, at any time hereafter, any easement, right-of ways, servitude
or any other charges against the Charged  property without having first obtained
the prior written consent of the Holder,  (save for public easements granted for
utility  purposes  which  do not  affect  materially  unfavourably  the  Charged
property)  and  to  maintain  the  Charged   property  free  and  clear  of  any
conventional or legal  hypothec,  prior claim under Articles 2650 et seq. of the
Civil Code of Quebec,  charge,  security,  garnishment,  right of  resolution or
repossession  or any other right in favour of a person or persons other than the
Holder and other than in regard to a lien which is permitted in accordance  with
Section 7.01 of the Credit Agreement; to preserve,  warrant and defend its title
against any claim, action or contestation.

     12.8 List of Property in Stock and Book Debts

     To give the Holder,  from time to time,  upon  demand,  a statement  of the
value of its Property in stock and a list of its book debts shown in the reverse
order of their due date in accordance with the Credit Agreement.

     12.9 [NOT USED]

     12.10 [NOT USED]

     12.11 Lease and transfer

     Not to lease, sell, assign or otherwise  alienate the Charged property,  in
whole or in part,  without the prior written  consent of the Holder,  except for
property  referred to in paragraph  4.4 above which may be leased or sold in the
ordinary course of business of the Grantor and except as expressly  permitted in
the Credit Agreement.


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                                      -- 14 --

     12.12 Maintenance

     The Grantor shall  diligently pay the cost of any public  utility  services
and authorizes the Holder to obtain from the related authorities the amounts due
to this account and any information relating to payment of such charges.

     12.13 [NOT USED]

     12.14 Location of property

     Not to change the  location of the Charged  property  unless it obtains the
prior written consent of the Holder.

     12.15 Title

     To ensure that its right of ownership in any Charged  property in the hands
or possession of any third party  remains  opposable  against third parties and,
accordingly,  that such right has been registered or published,  if registration
or  publication  is required by law for the purpose of opposition  against third
parties.

     12.16 Lessors

     If any of the Charged  property is located in premises leased pursuant to a
lease  executed  before January 1, 1994 (and where the  registration  of a legal
hypothec  has  been  perfected)  or if it  were  moved  to  premises  leased  as
aforesaid,  to obtain a full  cession of priority in favour of the rights of the
Holder  under the present  Hypothec and to  immediately  notify,  following  the
execution  of the  present  Deed or  immediately  following  the moving into the
leased  premises,  the  lessor of such  premises,  in  writing,  of the  present
Hypothec  and to  deliver  to the  Holder  within  three  (3)  days  after  such
notification proof of same.

     12.17 [NOT USED]

     12.18 Use and destination

     Not to change the use or  destination  of the  Charged  property  unless it
obtains the prior written consent of the Holder.

     12.19 Value

     To protect and use the Charged  property and to carry on its business so as
to preserve its value.

     12.20 Release of Collateral

     The Hypothec shall not be discharged prior to the  indefeasible  payment in
full of all  amounts  owing  hereunder  and under the Credit  Agreement  and the
performance  of all  obligations  of the Grantor  hereunder and under the Credit
Agreement.


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                                      -- 15 --

     12.21 Intellectual Property

     The Grantor shall:

          12.21.1  use its  trade-marks,  trade-mark  registrations,  trade-mark
          applications,  trade  names,  business  names,  trade  styles,  logos,
          service   marks,   and  all  other  forms  of   business   identifiers
          (hereinafter  the  "Trade-marks")  only on  goods  of at least as high
          quality as the goods on which the Grantor or its predecessor  used the
          goods as of the date  hereof and  maintain  the quality of any and all
          products in connection with which the Trade-marks and other Collateral
          is used,  consistent  with the quality of said products as of the date
          hereof;

          12.21.2 take or cause to be undertaken all steps  necessary to protect
          the  Grantor's  interest in and to  maintain  the  Collateral  in good
          standing,  including  without  limitation,  to pursue  diligently  all
          applications  through to registration  and to renew all  registrations
          and pay all  maintenance  fees as applicable,  as well as attending to
          the filing of all required documentation;

          12.21.3 vigorously protect, preserve and maintain all of the Grantor's
          right,  title  and  interest  in the  Collateral,  including,  without
          limitation,  the prosecution  and/or defence against any and all suits
          concerning validity, infringement,  enforceability, ownership or other
          aspects  affecting any of the  Collateral  (any  expenses  incurred in
          protecting,  preserving and maintaining any of the Collateral shall be
          borne by the Grantor;

          12.21.4  upon written  request by the Holder,  execute and deliver any
          and all  agreements,  instruments,  documents and papers as the Holder
          may  reasonably  request to  evidence  the  Holder's  Hypothec  in the
          Collateral;

          12.21.5 perform all covenants required under any Third Party Agreement
          including,  inter alia,  promptly paying all required fees,  royalties
          and taxes to maintain  each and every item of the  Collateral  in full
          force and effect;

          12.21.6 if at any time or from time to time, Grantor (i) becomes aware
          of any Collateral of which the Grantor has not previously informed the
          Holder,  (ii) obtains rights to any new  Collateral,  or (iii) becomes
          entitled to the benefit of any  Collateral  not identified in Schedule
          B, then the Grantor shall promptly notify the Holder and regardless of
          when the Grantor so  notifies  the  Holder,  Schedule B  automatically
          shall be modified and amended to include any such  Collateral  and the
          provisions of this Deed automatically shall apply thereto;

          12.21.7 maintain up to date records regarding the Collateral;

          12.21.8  provide the Holder with a written report on each  anniversary
          of this Deed regarding the status of the Collateral;

          12.21.9  not  abandon any right to file a  trade-mark  application  or
          patent  application,  or  abandon  any  pending  trade-mark  or patent
          application,


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                                      -- 16 --

          or abandon any of the  Collateral  or any suits  involving  any of the
          Collateral,  without the prior  written  consent of the Holder,  which
          consent of the Holder shall not be reasonably withheld; and

          12.21.10 not take any action,  or permit any action to be taken by any
          person or persons subject to its control, including licensees, or fail
          to take  any  action,  which  would  adversely  affect  the  validity,
          enforceability or transferability  (to the Holder or otherwise) of all
          or any of the Collateral,  and ensure generally that the Collateral is
          and remains valid, in good standing and enforceable.


13.  EVENTS OF DEFAULT

     The Grantor shall be in default hereunder without notice or other formality
and the security hereby constituted shall immediately become enforceable,  if it
fails to pay any amount due or to become due under the Credit Agreement when due
and in any of the following events ("Default"):

     13.1 [NOT USED]

     13.2 [NOT USED]

     13.3 [NOT USED]

     13.4 Cross default

     An Event of Default (as defined in the Credit  Agreement)  occurs under the
Credit Agreement.

     13.5 Charged property

     If the  Grantor  fails at any time to  maintain,  preserve  or protect  all
property  material to the conduct of its  businesses  and keep such  property in
good repair,  working order and condition (reasonable wear and tear excepted) or
fails from time to time to make,  or cause to be made,  all  needful  and proper
repairs,  renewals,  additions,  improvements and replacements thereto which are
necessary in order that the business  carried on in connection  therewith may be
properly conducted in all material respects at all times.

     13.6 Other agreements

     The  Grantor  fails  to  pay  any  indebtedness  or to  perform  any of the
Grantor's obligations required to be paid or performed under any other agreement
creating a charge against the Charged property.

     13.7 Insolvency and bankruptcy

     The Grantor ceases to carry on its enterprise or an important part thereof,
becomes  insolvent or becomes  subject to  proceedings,  makes an  assignment or
files a  notice  to  file a  proposal  under  any law  relating  to  insolvency,
bankruptcy,  reorganization or to arrangements with creditors or any petition in
bankruptcy is taken against the Grantor.


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                                      -- 17 --

     13.8 [NOT USED]

     13.9 [NOT USED]

     13.10 Hypothecary rights

     Any of the Charged property is subject to a hypothecary  right from another
creditor, a partition  procedure,  a "sale of an enterprise" as it is understood
under  sections  1767 and ssq. of the Civil Code of Quebec or an  expropriation,
except to the extent or under  circumstances  permitted in  accordance  with the
Credit Agreement.

14.  HOLDER'S RECOURSES IN CASE OF DEFAULT

     14.1 Payment of Indebtedness

     In case the Hypothec  shall have become  enforceable,  on account of one or
the other of the events  mentioned in Section 13 or paragraph 13.1 through 13.10
above, the Holder may, in its discretion,  at any time or times,  demand payment
of all or any  part of the  Secured  Obligations  and the same  shall  forthwith
become  immediately due and payable to the Holder.  Any payment then made by the
Grantor  shall be  deemed  to have been  made in  discharge  of its  obligations
hereunder or under the Credit Agreement, and any money so received by the Holder
shall be applied as provided for in paragraphs 14.13 and 15.4 hereof.

     14.2 Exercise of rights

     In case the Hypothec  shall have become  enforceable  and the Grantor shall
have failed to pay the Holder, on demand,  the outstanding  amount due under the
Credit Agreement together with any other amounts secured  hereunder,  the Holder
may in its discretion  through its officers,  agents or attorneys,  exercise any
right of action provided for under this Deed (and more  particularly  under this
Section  14) or by law or in  equity  including  without  limitation  any of the
hypothecary rights provided for under sections 2748 to 2794 of the Civil Code of
Quebec  and any  rights  or  remedies  provided  to  secured  parties  under any
applicable personal property security legislation.

     14.3 Rights of the Holder

     Whatever  hypothecary  rights the Holder  elects to  exercise  or  whatever
rights or recourses the Holder elects to exercise  either pursuant to the law of
any other jurisdiction or in equity, the following provisions shall apply:

          14.3.1     the  Holder  may,  in  its  discretion,  at  the  Grantor's
                     expense:

          14.3.1.1   pursue the  transformation  of the Charged  property or any
                     work  in  process  or  unfinished  goods  comprised  in the
                     Charged property and complete the manufacture or processing
                     thereof  or  proceed  with any  operations  to  which  such
                     property is submitted by the Grantor in the ordinary course
                     of its business and acquire property for such purposes;

          14.3.1.2   alienate  or dispose of any Charged  property  which may be
                     obsolete, may perish or is likely to depreciate rapidly;


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                                      -- 18 --

          14.3.1.3   use  for  its  benefit  all   information   obtained  while
                     exercising its rights;

          14.3.1.4   perform  any  of the  Grantor's  obligations  or  covenants
                     hereunder;

          14.3.1.5   exercise any right attached to the Charged property on such
                     conditions and in such manner as it may  determine,  acting
                     reasonably,  including  without  restriction  the  grant of
                     licences  whether general or special on an exclusive or non
                     exclusive  basis,  of  any  intellectual  property  charged
                     hereunder;

          14.3.1.6   for the  exercise  of any of its  rights,  utilize  without
                     charge the Grantor's plant, equipment,  machinery, process,
                     informations,  records,  computer programs and intellectual
                     property; for the purposes hereof the Grantor shall, at the
                     request  of the  Holder,  concurrently  with or  after  the
                     execution  of these  presents  execute a power of  attorney
                     with respect to  intellectual  property (in conformity with
                     Section 15.9 hereof) in favour of the Holder;

          14.3.1.7   borrow monies or lend monies and, in such cases, the monies
                     borrowed or lent by the Holder  shall bear  interest at the
                     rate  then  obtained  or  charged  by the  Holder  for such
                     borrowing or loan;  these monies shall be reimbursed by the
                     Grantor on demand and, until they have been repaid in full,
                     such monies and  interest  thereon  shall be secured by the
                     present  Hypothec and be paid in priority of any other sums
                     secured hereunder;

          14.3.1.8   maintain or repair, restore or renovate,  begin or complete
                     any  construction   work  on  or  related  to  the  Charged
                     property;

          14.3.2 the Holder shall  exercise its rights in good faith in order to
          attempt to reduce the Secured  Obligations,  in a  reasonable  manner,
          taking into account all circumstances;

          14.3.3 the Holder may,  directly or indirectly,  purchase or otherwise
          acquire the Charged property;

          14.3.4 the Holder,  when exercising its rights, may waive any right of
          the Grantor, with or without consideration therefor;

          14.3.5 the Holder shall have no obligation to make an inventory of the
          Charged  property,  to take out any  kind of  insurance  with  respect
          thereof or to grant any security whatsoever;

          14.3.6  the  Holder  shall  not be bound to  continue  to carry on the
          Grantor's  enterprise  or to make any  productive  use of the  Charged
          property or to maintain such property in operating condition;

          14.3.7 the Grantor shall, upon request of the Holder, move the Charged
          property  and  render  it  available  to  the  Holder  unto   premises
          designated  by the  Holder and which,  in its  opinion,  shall be more
          suitable in the circumstances.


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                                      -- 19 --

     14.4 Grantor's remedy

     If the  Grantor  remedies  the  default  mentioned  in any prior  notice of
exercise of hypothecary  right,  the Grantor shall,  as required by law, pay all
reasonable  fees  incurred  by the Holder by reason of the  default;  these fees
shall include  without  limitation the  administrative  fees of the Holder,  the
legal fees of its legal advisers and fees paid to experts.

     14.5 Taking in payment

     If the Holder  elects to exercise  its right to take in payment the Charged
property  and the Grantor  requires  that the Holder  instead  sell by itself or
under judicial authority, the Charged property on which such right is exercised,
the Grantor  hereby  acknowledges  that the Holder shall not be bound to abandon
its recourse of taking in payment unless, prior to the expiry of the time period
allocated for surrender, the Holder (i) has been granted a security satisfactory
to it, to ensure that the proceeds of the sale of the Charged  property  will be
sufficient to pay the Secured  Obligations in full, (ii) has been reimbursed for
all reasonable costs and expenses incurred in connection to this Deed, including
all fees of  consultants  and legal  counsel  and (iii)  has been  advanced  the
necessary  sums for the  sale of said  Charged  property;  the  Grantor  further
acknowledges that the Holder alone is entitled to select the type of sale it may
wish to conduct or have conducted.

     14.6 Surrender of Charged property

     The Grantor will be deemed to have  surrendered the Charged  property which
is in the  possession of the Holder,  or of a third party on its behalf,  if the
Holder  has  not,  within  the  delays  determined  by law or by a  tribunal  to
surrender,  received  written  notice  from the  Grantor to the  effect  that it
intends to contest the  exercise of the  hypothecary  recourse  set forth in the
prior notice.

     14.7 Evaluation

     Where  the  Holder  sells  the  Charged  property  itself,  it shall not be
required to obtain any prior evaluation by a third party.

     14.8 Sale of Charged property

     The Holder may elect to sell the Charged  property  after giving such prior
notices as may be  required by law, in which event (i) the sale may be made with
legal  warranty  given by the Grantor or with  complete or partial  exclusion of
such  warranty;  (ii)  the sale  may be made  cash or with a term or under  such
reasonable  conditions  determined  by the  Holder;  and (iii)  upon  failure of
payment of the purchase price, the Holder may resiliate or resolve such sale and
such Charged property may then be resold.

     14.9 Use of premises

     In order to  exercise  any of its rights,  the Holder may use the  premises
located in the Immoveables.

     14.10 Several Administrators

     Where several  administrators  are involved,  the parties  hereto waive the
applications of sections 1332 to 1338 inclusively of the Civil Code of Quebec.


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                                      -- 20 --

     14.11 Appointment of Agent

     The Holder may appoint an agent or a receiver and manager  (collectively  a
"Receiver")  over  all or  any  portion  of  the  Charged  property  by  written
instrument  in  accordance  with  Section  14.12 or may apply to a court for the
appointment of a Receiver to take  possession of all or such part of the Charged
property as the Holder shall designate, with such duties, powers and obligations
as the court  making  the  appointment  shall  confer,  and the  Grantor  hereby
irrevocably consents to the appointment of such Receiver.

     14.12 Appointment of Receiver

     The Holder may with or without taking possession, by instrument executed by
the Holder, appoint a Receiver of all or any part of the Charged property and of
the rents,  income and  profits  therefrom  and may from time to time by similar
instrument  remove any  Receiver  and appoint  another in its place and upon the
appointment  of any such  Receiver or Receivers  from time to time the following
provisions shall apply:

          14.12.1  every such  Receiver  shall be vested with all of the rights,
          powers,  remedies and  discretions  of the Holder set forth in Section
          14.3.1.1 to 14.3.1.8, inclusively,  including, without limitation, the
          power to sell, for cash or credit or part cash and part credit,  lease
          or  dispose  of all or any part of the  Charged  property,  whether by
          public  auction or by private sale or lease in such manner and on such
          terms as it may determine in its absolute discretion acting reasonably
          and  to  do  all  acts,   exercise  all   discretions   and  make  all
          determinations of the Holder described therein;

          14.12.2  every such  Receiver  shall have the power to borrow money on
          the  security  of the Charged  property  in  priority to the  security
          created by this Deed for the purpose of the preservation, maintenance,
          completion or  protection of the Charged  property or any part thereof
          or for making any  replacements  thereof or improvements and additions
          thereto  or for  carrying  on all or any part of the  business  of the
          Grantor relating to the Charged property, and in so doing the Receiver
          may issue certificates  designated as "Receiver's  Certificates" which
          may be payable either to order or to bearer and may be payable at such
          time or times as the  Receiver  may think  expedient  and  shall  bear
          interest  at such  rates of  interest  as the  Receiver  may  consider
          reasonable, and the amounts from time to time payable pursuant to such
          Receiver's  Certificates shall form a charge upon the Charged property
          in priority to the security created by this Deed;

          14.12.3 the Holder may from time to time fix the remuneration of every
          such  Receiver  who shall be  entitled  to deduct  the same out of the
          receipts  derived from or comprising  part of the Charged  property or
          the proceeds thereof;

          14.12.4  every  such  Receiver  shall be  deemed to be an agent of the
          Grantor and not of the Holder for the purposes of:

          (i)  carrying on and managing the business and affairs of the Grantor,
               and


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                                      -- 21 --

          (ii) establishing  liability  for all of the acts or  omissions of the
               Receiver  while acting as such and the Holder shall not be in any
               way responsible for any acts or omissions on the part of any such
               Receiver, its officers, employees and agents,

          the  Grantor  hereby  irrevocably   authorizing  the  Holder  to  give
          instructions to the Receiver relating to the performance of its powers
          and discretions as set out herein;

          14.12.5  the  appointment  of every  such  Receiver  by the  Holder or
          anything  which may be done by any such Receiver or the removal of any
          such Receiver or the  termination of any such  receivership  shall not
          have the effect of  constituting  the Holder a mortgagee in possession
          in respect of the Charged property or any part thereof;

          14.12.6 no such Receiver shall be liable to the Grantor to account for
          moneys other than moneys actually received by such Receiver in respect
          of the  Charged  property  and every such  Receiver  shall  apply such
          moneys so received in the manner provided in Section 14.13; and

          14.12.7 the Holder may at any time and from time to time terminate any
          such  receivership by notice in writing  executed by the Holder to any
          such Receiver;

     14.13 Imputation of payments

     Except as herein  otherwise  expressly  provided,  to the  greatest  extent
permitted by applicable  law, all monies arising from any sale or realization of
the Charged property,  in whole or in part, whether under any sale by the Holder
or by judicial process or otherwise,  shall be applied,  together with any other
monies then in the hands of the Holder and available  for such  purpose,  in the
first place to pay or reimburse the Holder's fees, charges, expenses, borrowing,
advances and all other moneys provided or obtained by it or at its request in or
about the  execution  of its powers and rights with  respect to these  presents,
with  interest  thereon as herein  provided,  and the residue of the said moneys
shall be applied on  account  of  Secured  Obligations  or, at the option of the
Holder,  may be held  unappropriated in a collateral account in order to provide
for payment of any charge ranking prior to the Hypothec.

     The Grantor shall only be credited  with amounts  received by the Holder in
cash from the possession,  sale,  lease or other  disposition of, or realization
upon, the Charged property as and when such cash is received.

     14.14 Liability of Grantor

     The Grantor shall remain liable to the Holder for any deficiency  remaining
after the  application of the proceeds of any sale,  lease or disposition of the
Charged property by the Holder.


================================================================================


<PAGE>


================================================================================
                                      -- 22 --

15.  GENERAL PROVISIONS

     15.1 Additional Security

     The Hypothec created hereby is in addition to and not in substitution of or
in  replacement  for any other hypothec or security held by the Holder and shall
not impair the Holder's rights of compensation and set-off.

     15.2 Investments

     The Holder may, at its entire discretion,  invest any monies or instruments
received or held by it pursuant of this Deed or deposit  same in a  non-interest
bearing  account without having to comply with any legal  provisions  concerning
the investment of property of others.

     15.3 Set-off

     Provided the Secured Obligations are due and exigible or that the Holder is
entitled  to declare  them owing and  exigible,  the Holder may  compensate  and
set-off  any  Secured  Obligations  with any and all  amounts  then  owed to the
Grantor by the Holder in any capacity,  whether due or not, and the Holder shall
then be deemed to have  exercised such right to compensate and set-off as at the
time the decision was taken by it even though the entry  therefor is made on the
Holder's record subsequent thereto.

     15.4 Imputation of Payments

     The  Holder  shall be at liberty to impute  any  amounts  collected  in the
exercise of its rights  prior to or after any  Default as it may choose  without
having to comply with any provisions of the Civil Code of Quebec  concerning the
imputation of payments.

     15.5 Delays

     The Holder may grant delays, take any security or renounce thereto,  accept
compromises,  grant quittances and releases and generally deal, with any matters
related to the Charged  property,  the whole without  limiting the rights of the
Holder and without reducing the liability of the Grantor.

     15.6 Continuing Security

     The Hypothec shall be a continuing  security and shall remain in full force
and effect  despite the repayment from time to time, of the whole or of any part
of the Secured Obligations; it shall remain in full force until the execution of
a final release by the Holder.

     15.7 Time of Essence

     The mere lapse of time provided for the Grantor to perform its  obligations
or the  expiry  of any  term  therefor  shall  automatically  create  a  default
hereunder,  without the Holder being obliged to serve any notice or prior notice
upon the Grantor.


================================================================================


<PAGE>


================================================================================
                                      -- 23 --

     15.8 Cumulative Rights

     The rights and recourses of the Holder  hereunder are cumulative and do not
exclude any other rights and recourses  which the Holder might have. No omission
or delay on the part of the Holder in the  exercise  of any right shall have the
effect of operating as a waiver of such right. The partial or sole exercise of a
right or power will not prevent the Holder from exercising  thereafter any other
right or power.  The  Holder  may  exercise  its  right  hereunder  without  any
obligation  to exercise any right against any other person liable for payment of
the Secured Obligations and without having to enforce any other security granted
with respect to the Secured Obligations.

     15.9 Irrevocable power of attorney

     The Holder is hereby designated as the irrevocable  attorney of the Grantor
with full powers of  substitution  for the purposes hereof or for the purpose of
carrying out any and all acts and executing any and all deeds,  proxies or other
documents  which the Holder may deem useful in order to  exercise  its rights or
which the  Grantor  neglects  or refuses  to  execute or to carry out,  provided
however that, if a Default has not occurred and is not  continuing,  the Grantor
shall have been  requested by the Holder to do so by a three (3)  Business  Days
prior written notice.

     15.10 Performance

     The Holder may,  at its entire  discretion,  perform  any of the  Grantor's
liabilities  under this Deed.  It may then  immediately  request  payment of any
expense  incurred in doing so,  including  interest at the rate  provided for in
paragraph 12.6 above, and such repayment is secured by the Hypothec.

     15.11 Delegation

     The Holder may, at its entire discretion, appoint any person or persons for
the purpose of exercising any of its rights,  actions or the  performance of any
covenant resulting from this Deed or law or equity; in such case, the Holder may
supply such person with any  information  it holds relating to the Grantor or to
the Charged property.

     15.12 Title deeds

     All titles of ownership,  land surveys,  certificates of location and other
documents  related to the  Immoveables  shall upon  request be  remitted  to the
Holder who is entitled to keep them until a final  release and discharge of this
Hypothec is obtained.

     15.13 Waiver

     Where the Grantor has taken an  Immoveable  in payment for an  hypothecated
claim ranking  prior to the present  Hypothec,  the Grantor  waives its right to
take advantage of the provisions of section 2771 of the Civil Code of Quebec.

     15.14 Liability

     The Holder shall not be liable for material  injuries or damages  resulting
from its fault, or the fault of its agents, officers,  consultants,  unless such
fault is gross or intentional.


================================================================================


<PAGE>


================================================================================
                                      -- 24 --

     15.15 Successors and Assigns

     The  rights  hereby  conferred  upon  the  Holder  shall  benefit  all  its
successors,  nominees and assigns including any entity resulting from the merger
of the Holder with any other person or persons. The Holder may assign,  transfer
and  deliver to any  transferee  any or all of the  Secured  Obligations  or any
security or any documents or instruments  held by the Holder in respect thereof,
including,  without  limitation,  the Credit  Agreement,  provided  that no such
assignment,  transfer or  delivery  shall  release  the Grantor  from any of the
Secured Obligations.  Such transferee shall be vested with all powers and rights
of the Holder under such security, documents or instruments to the extent of any
such assignment, transfer or delivery but the Holder shall retain all rights and
powers  with  respect  to any such  security  documents  or  instruments  not so
assigned, transferred or delivered.

     15.16 Notices

     Any notice to the Grantor  shall be  delivered to its address set out above
or to any other  address in Canada of which the  Holder  has been given  written
notice;  any notice to the Holder  shall be  delivered  to the  Holder's  branch
located at the address set out above.

     15.17 Receipt of Notice

     A notice given hereunder shall be deemed to have been received by the other
party on the date of its delivery,  when  delivered on a Business Day, or on the
third (3rd) Business Day after it has been mailed,  if sent prepaid by certified
or registered mail, or the day of its transmission,  if transmitted by facsimile
on or before 3:00 p.m. on a Business Day or on the  Business Day next  following
the day of transmission if transmitted by facsimile after 3:00 p.m.

     15.18 Severability

     Every  provision of this Deed is and shall be  independent of the other and
in the  event  that  any  part of this  Deed is  declared  invalid,  illegal  or
unenforceable,  then the remaining  terms,  clauses and  provisions of this Deed
shall not be affected by such declaration and all the remaining  clauses of this
Deed shall remain valid, binding and enforceable.


16.  [NOT USED]


17.  GOVERNING LAW

     This Deed shall be governed by and construed in accordance with the laws of
the  Province  of Quebec,  including  the rules  relating to  conflicts  of laws
provided for thereunder.

18.  AMENDMENTS

     No amendment  may be made to this Deed unless signed by the Grantor and the
Holder.


================================================================================


<PAGE>


================================================================================
                                      -- 25 --


19.  FORMAL DATE

     This Deed may be referred to as bearing  formal date of the first (1st) day
of April,  Nineteen hundred and ninety-seven (1997),  notwithstanding the actual
date of its execution.

20.  ENGLISH LANGUAGE

     The parties hereto confirm that the present  agreement has been drawn up in
the English language at their request.  Les parties aux presentes confirment que
la presente convention a ete redigee en langue anglaise a leur demande.

21.  INCONSISTENCIES

     This Deed is executed  pursuant to the Credit  Agreement  and is subject to
the terms thereof.  In the event of any  contradiction  between the terms hereof
and the  comparable  terms of the  Credit  Agreement,  the  terms of the  Credit
Agreement shall prevail.


WHEREOF ACTE:

DONE and  PASSED  at the  City of  Montreal,  Province  of  Quebec,  on the date
aforesaid,  and remains of record in the office of the undersigned  Notary under
his minute number
Five Thousand Seven Hundred and Eighty-Seven
____________________________________________  (  5787  ).

AND after the parties had declared to have taken  cognizance  of these  presents
and to have  exempted  the said Notary from  reading  them or causing them to be
read,  the  said  duly  authorized  officers  of  the  Grantor  and  the  Holder
respectively have signed these presents,  all in the presence of the said Notary
who has also signed.


                         SPORT MASKA INC.


                         per: /s/  D. Bruce Randall
                              ------------------------
                              D. Bruce Randall
                               Secretary



                         THE CHASE MANHATTAN
                         BANK OF CANADA


                         per: /s/ Illegible
                              ------------------------



                         /s/ Mtre Richard Trudeau
                         -----------------------------
                         Mtre Richard Trudeau, Notary


Doc. 394989.06


================================================================================

                         TRUE COPY OF THIS
                         ORIGINAL WHICH
                         REMAINS IN MY OFFICE

                                   /s/ Illegible



<PAGE>


================================================================================
                                  SCHEDULE "A"

[NOT USED]









#394989.06


================================================================================


<PAGE>


================================================================================
                                  SCHEDULE "B"


B.1  Securities (par. 4.6)

     Sport Maska Europe S.A.R.L.

     SLM Trademark Acquisition Canada Corporation

     St-Lawrence Manufacturing Canada Inc. - Manufactures St-Laurent Canada Inc.

B.2  Trade-Marks and Other Intellectual Property (par. 4.8)




                                SPORT MASKA INC.

                        REGISTERED PATENTS AND INDUSTRIAL
                             DESIGNS / APPLICATIONS



UNITED STATES

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

    April 20, 1982           Uniforms for Hockey Players
                             (Registration N(degree) 4,325,148)

     May 31, 1983            Preformed Lining Component for Skate Boots
                             (Registration N(degree) 4,385,456)

     June 13, 1989           Double knit fabric with holes therethrough and
                             knitted color bands
                             (Registration N(degree) 4,838,045)

    January 9, 1990          Double knit fabric with holes therethrough and
                             knitted color bands
                             (Registration N(degree) 4,891,958)

     June 5, 1990            Hockey glove having lateral padded wart with split
                             and flexible insert
                             (Registration N(degree) 4,930,162)

     July 17, 1990           Method of producing double knit fabric with holes
                             therethrough and knitted color bands
                             (Registration N(degree) 4,941,331)

   October 23, 1990          Method and apparatus for vacuum molding
                             multi-layer footwear
                             (Registration N(degree) 4,964,229)

    March 19, 1991           Shin guard
                             (Registration N(degree) 4,999,847)

    April 16, 1991           Chest protector
                             (Registration N(degree) 5,007,108)


================================================================================


<PAGE>


================================================================================
                                      -- 2 --


UNITED STATES

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------
    March 10, 1992           Protective equipment having a rebound controlling
                             insert
                             (Registration N(degree) 5,093,931)

     June 7, 1994            Runner support for a skate
                             (Registration N(degree) 5,318,310)

   February 10, 1995         Protective sports glove
                             (Serial N(degree) 08/386,534)

   December 26, 1995         Skate Toe Area Bumper
                             (Serial N(degree) 29/048,340)

   December 26, 1995         Boot Design for an In-line Skate
                             (Serial N(degree) 29/048,341)

   December 26, 1995         Chassis Design for In-line Skates
                             (Serial N(degree) 29/048,347)

   December 26, 1995         Heel Wedge Design for a skate
                             (Serial N(degree) 29/048,339)

   November 22, 1996         Boot Design for a Skate
                             (Serial N(degree) 29/062,739)

   November 22, 1996         Tongue Insert Design for a Boot
                             (Serial N(degree) 29/062,711)

   November 22, 1996         Outsole Design for a Boot
                             (Serial N(degree) 29/062,738)

   November 22, 1996         Tongue Design for a Boot
                             (Serial N(degree) 29/062,746)

   November 22, 1996         Tongue Design for a Boot
                             (Serial N(degree) 29/062,747)

   December 12, 1996         Protective Pants
                             (Serial No. 29/063,685)

   January 16, 1997          Outsole Design for a Boot Having an Insert
                             (Serial No. 29/064,971)

   January 24, 1997          Skate Boot Having an Outsole with a Rigid Insert
                             (Serial No. 08/787,304)



AUSTRALIA

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

    August 27, 1993          Runner Support for a skate (Serial N(degree): 
                             49381/93).  (This patent was applied for in 
                             Australia by PCT patent Serial N(degree): 
                             PCT/CA93/00350)


================================================================================


<PAGE>


================================================================================
                                      -- 3 --



CANADA

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

     July 12, 1983           Uniforms for Ice Hockey Players
                             (Registration N(degree) 1,149,554)

    August 28, 1984          Uniforms for Ice Hockey Players
                             (Registration N(degree) 1,173,203)

     June 28, 1983           Preformed lining component for skate boots
                             (Registration N(degree) 1,148,738)

   December 28, 1988         Double Knit fabric with holes throughout and
                             knitted color bands
                             (Registration N(degree) 1,247,393)

   December 28, 1988         Method of producing double knit fabric with holes
                             throughout and knitted color bands
                             (Registration N(degree) 1,247,392)

     July 14, 1989           Method and apparatus for vacuum molding
                             multi-layer footwear
                             (Registration N(degree) 1,318,502)

  September 12, 1989         Hockey glove having lateral padded wart with split
                             and flexible insert
                             (Registration N(degree) 1,272,352)

    August 28, 1990          Chest protector (Serial N(degree) 2,065,327)

    August 29, 1990          Shin guard (Serial N(degree) 2,024,251)

     July 20, 1990           Protective equipment having a rebound controlling
                             insert
                             (Serial N(degree) 2,063,814)

   October 19, 1990          Protective rim configuration for hard-shelled 
                             safety helmet
                             (Registration N(degree) 2,067,739)

   January 26, 1993          Runner support for a skate
                             (Serial N(degree) 2,088,077)

   February 2, 1995          Protective sports glove
                             (Serial N(degree) 2,141,702)

     June 26, 1996           Toe Area Bumper for Skate
                             (Serial N(degree) 1996 -- 1467 Industrial Design)

     June 26, 1996           Skate Boot
                             (Serial N(degree) 1996 -- 1468 Industrial Design)

     June 26, 1996           Wheel Support for In-line Skates
                             (Serial N(degree) 1996 -- 1469 Industrial Design)

     June 26, 1996           Heel Wedge Design for Skate
                             (Serial N(degree) 1996-- 1466 Industrial Design)


================================================================================


<PAGE>


================================================================================
                                      -- 4 --



CZECH REPUBLIC

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

    August 27, 1993          Runner support for a skate
                             (Serial N(degree) PV 522-95)
                             (This patent was applied for in the Czech Republic
                             by PCT patent Serial N(degree) PCT/CA93/00350)



EUROPEAN PATENT

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

   February 5, 1990          Method and apparatus for vacuum molding
                             multi-layer footwear
                             (Registration N(degree) 391,752)
                             Runner support for a skate
                             (Serial N(degree) 93 918 832.2)



FINLAND

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

   February 2, 1990          Method and apparatus for vacuum molding
                             multi-layer footwear
                             (Registration N(degree) 92,011)

    August 27, 1993          Runner support for a skate (Serial N(degree) 
                             950867). (This patent was applied for in Finland by
                             PCT patent Serial N(degree) PCT/CA93/00350)



JAPAN

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

    August 27, 1993          Runner support for a skate (Serial N(degree) 
                             506,709/94). (This patent was applied for in Japan
                             by PCT patent Serial N(degree) PCT/CA93/00350)



NORWAY

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

   February 2, 1990          Method and apparatus fore vacuum molding
                             multi-layer footwear (Registration N(degree) 
                             175,801)



PCT PATENT

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

    August 27, 1993          Runner support for a skate (Serial
                             N(degree) PCT/CA93/00350)


================================================================================


<PAGE>


================================================================================
                                      -- 5 --


SWEDEN

   Application Date                       Patent / Industrial Design
------------------------     ---------------------------------------------------

  September 13, 1982         Hockey helmet (Registration N(degree) 452,412)




<PAGE>


                       -- 6 --

                           SPORT MASKA INC.
                REGISTERED TRADE-MARKS  --  APPLICATIONS

                        UNITED STATES / CANADA

<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
ACUFLEX                              Canada         405,109   TMA 228,153   Ice hockey sticks.
AIR KNIT                             Canada         572,109   TMA 339,498   Hockey and baseball jerseys.
AIR KNIT                              U.S.       73/644,425   1,552,007     Sweaters for hockey, baseball, ringuette, rugby and
                                                                            broomball.
ARMORLITE                            Canada         290,330   TMA 145,520   Hockey protective equipment; chin and knee guards,
                                                                            gloves and shoulder pads.
ARRESTER                             Canada         744,875                 In-line skate brakes.
ARRESTER                              U.S.       74/480,370                 In-line skate brakes.
Back of skate design (#5)            Canada         573,667   TMA 335,064   Skates.
Back of skate design (#5)             U.S.       73/658,870   1,518,093     Ice Skates.
Back of skate design (#17)           Canada         652,193                 Skates.
CHAMPION                             Canada         158,777   TMDA056,266   Ice skates; hockey sticks, pucks, tennis rackets and
                                                                            badminton rackets.
CLASSIC                              Canada         624,556                 Sports apparel, hockey protective equipment.
COBRA                                 U.S.       74/415,188   1,902,205     In-line roller skates.
CONCORDE                             Canada         732,972   TMA 432,525   In-line roller skates.
CONCORDE                              U.S.       74/415,179                 In-line roller skates.
CORSAIR                              Canada         732,969   TMA 432,523   In-line roller skates.
CORSAIR                               U.S.       74/415,178   1,873,342     In-line roller skates.
</TABLE>


<PAGE>


                       -- 7 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
CYCLONE                              Canada         509,947   TMA 294,472   Ice skates.
DUOPRO                               Canada         473,265   TMA 274,326   Vests (jerseys).
DUOPRO; Design (#10)                 Canada         473,648   TMA 277,412   Vests (jerseys).
DURA TAN                             Canada         609,152   TMA 353,060   Treated leather used inside of skates.
DYNASTEEL                            Canada                   TMA 326,316   Ice Skate blades.
DYNO MAX                             Canada         465,204   TMA 269,379   Ice hockey skates.
EAGLE                                Canada         732,967   TMA 432,521   In-line roller skates.
EAGLE                                 U.S.       74/415,190   1,924,720     In-line roller skates.
ELEGANCE                             Canada         529,570   TMA 310,931   Skates.
EXPRESSIONS                          Canada         529,569   TMA 307,477   Skates.
FALCON                               Canada         732,971                 In-line roller skates.
FALCON                                U.S.       74/415,189                 In-line roller skates.
FAST FORWARD                         Canada         735,370                 In-line roller skates.
FLEXWART                             Canada         624,557   TMA 363,814   Hockey gloves.
GARA                                  U.S.        1,690,343   1,690,343     Protective sports crash helmets.
GCK                                  Canada         439,217   TMA 261,202   Hockey jerseys and socks, football, soccer and baseball
                                                                            jerseys.
GCK & Design                         Canada         322,971   TMA 174,681   Jerseys and vests.
GCK & Design                         Canada         404,670   TMA 229,051   Hockey jerseys and socks, football, soccer and baseball
                                                                            jerseys.
GRIPTITE                             Canada         640,424   TMA 379,694   Lining for ice skates.
HELL LACE                            Canada         616,290   TMA 390,056   Ice Skates.
Heel wedge design (#16)              Canada         651,813   TMA 400,728   Skates.
</TABLE>



<PAGE>


                       -- 8 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
Heel wedge design (#16)               U.S.       74/467,943                 Skates.
Hockey helmet design (#22)           Canada         717,150                 Hockey helmet.
Hockey player design (#14)           Canada         621,220   TMA 364,289   Jerseys.
ICE QUEEN                            Canada         489,659   TMA 299,940   Ice skates.
IMPERIAL                             Canada         511,601   TMA 302,320   Skates.
IMPERIAL & Design (#11)              Canada         158,771   TMDA56111     Hockey sticks.
INTRUDER                             Canada         732,962   TMA 432,518   In-line roller skates.
INTRUDER                              U.S.       74/415,186   1,899,995     In-line roller skates.
Irregular design (#4)                Canada         589,579   TMA 346,635   Skates.
Irregular design (#4)                Canada         589,580   TMA 346,636   Skates.
Lateral window design (#6)           Canada         622,189   TMA 365,552   Ice skates.
Lateral window design (#6)            U.S.       73/833,925                 Ice skates.
MASKA                                Canada         387,837   TMA 277,946   Jerseys, hockey jerseys.
MASKA                                 U.S.       73/183,066   1,159,225     Sports clothing, namely, shorts, pants, shirts, 
                                                                            sweaters, socks, warm-up and practice suits.
MK & DESIGN                          Canada                   TMA 236,679   Ice skates.
MK & DESIGN                          Canada                   TMA 237,887   Ice skates.
MUSTANG                              Canada         621,028   TMA 360,366   Skates.
MUSTANG                               U.S.       73/782,809   1,592,164     Ice skates.
NTR & Design (#24)                   Canada         708,565   TMA 423,731   Roller skates and clothing.
NTR & Design (#24)                    U.S.       74/348,290                 Roller skates and in-line skates.
NYLITE                                U.S.       73/031,568   1,043,627     Ice skates.
ORBIT                                Canada         380,309   TMA 210,775   Ice skates and Inner boots.
</TABLE>



<PAGE>


                       -- 9 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
ORBIT                                 U.S.       73/050,420   1,056,153     Hockey skates and figure skates.
ORBIT SUPER COMP                     Canada         500,756   TMA 288,359   Hockey skates and figure skates.
ORBIT SUPER PRO                      Canada         477,940   TMA 273,021   Skates.
Oval design (#3)                     Canada         589,576   TMA 357,581   Skates.
Oval design (#3)                     Canada         589,578   TMA 346,634   Skates.
Oval on skate tongue design (#25)    Canada         751,218                 Skates.
PASTIME                              Canada         082,200   TMDA19859     Ice Skates and Blades.
PLEINE PUISSANCE                     Canada         711,178   TMA 415,836   Ice skates; advertisement campaign for ice skates.
POWERLINE                            Canada         627,075   TMA 374,817   Hockey equipment.
PRO 1                                Canada         494,685   TMA 286,676   Skates.
PRO-GARD                             Canada         263,497   TMA 124,604   Heel protectors for skates, gloves, helmets, chin guards
                                                                            and mouth guards.
PRO-GARD                              U.S.       72/128,248   738,975       Heel protectors for skates, gauntlets, helmets and body
                                                                            protective equipment.
PROLITE                              Canada         163,620   UCA 02346     Ice skates, protective hockey equipment, hockey gloves.
PROLITE                               U.S.       71/698,770   637,101       Ice skates, bicycles and hockey sticks.
PROLITE II                           Canada         453,584   TMA 260,127   Steel blades for ice skates.
PROPAC                               Canada         458,735   TMA 268,301   Body protectors for ice hockey.
PRO-PAC                               U.S.       74/430,885                 Body protectors.
PROWLER                              Canada         732,968   TMA 432,522   In-line roller skates.
PROWLER                               U.S.       74/415,176   1,871,999     In-line roller skates.
RAPIDE                               Canada         379,991   TMA 214,942   Skating boots.
Rectangle tongue design (#15)        Canada         651,814                 Skates.
</TABLE>



<PAGE>


                      -- 10 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
REVOLVER                             Canada         740,168   TMA 434,561   In-line roller skates and chassis.
REVOLVER                              U.S.       74/454,126                 In-line roller skates and chassis.
ROLLERMAN                            Canada         768,455                 Clothing.
ROLLERMAN                             U.S.       74/595,665                 Clothing.
Rollerman & Design                   Canada         781,431                 Clothing.
Rollerman & Design                   Canada         781,430                 Clothing.
Rollerman & Design                   Canada         781,429                 Clothing.
Rollerman & Design                    U.S.        2,037,755                 Clothing.
Rollerman & Design                    U.S.        2,037,754                 Clothing.
Rollerman & Design                    U.S.       74,667,475                 Clothing.
Roller skater design (#31)           Canada         708,639   TMA 440,812   In-line roller skates and protective equipment.
Roller skater design (#31)            U.S.       74/348,380                 In-line roller skates and protective equipment.
Shield design (#1)                   Canada         589,573   TMA 345,475   Skates.
Shield design (#1)                   Canada         589,575   TMA 345,476   Skates.
Shield design (#2)                   Canada         589,504   TMA 353,527   Skates.
Shield design (#2)                   Canada         589,574   TMA 357,580   Skates.
SILHOUETTE                           Canada         465,584   TMA 269,382   Ladies figure skates.
SILHOUETTE                           Canada         531,848   TMA 313,161   Skates.
SKATE ON THE WILD SIDE               Canada         757,340                 In-line roller skates.
SKATE ON THE WILD SIDE                U.S.       74/541,022                 In-line roller skates.
SKYHAWK                              Canada         732,966   TMA 441,394   In-line roller skates.
SKYHAWK                               U.S.       74/415,187                 In-line roller skates.
</TABLE>



<PAGE>


                      -- 11 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
SL 5000                              Canada                   TMA 326,315   Ice Skate blades and guards.
SLM                                  Canada                   TMA 215,566   Ice Skate blades.
SLM                                  Canada                   TMA 262,331   Core-caps for the newspaper print industry, toe caps for
                                                                            safety shoes.
SLM & Design                         Canada                   TMA 361,133   Ice Skates, sledges, snow discs, children's skis and
                                                                            poles, showels; mechanic creepers.
SLM                                  Canada                   TMA 263,523   Ice Skate blades.
SLM & DESIGN                          U.S.                    1,584,533     Sporting Goods.
SPORT TACKS                          Canada         543,903   TMA 314,832   Skates.
STARFIGHTER                          Canada         732,970   TMA 432,524   In-line roller skates.
STARFIGHTER                           U.S.       74/415,184   1,873,343     In-line roller skates.
SUPERFIL                             Canada         403,220   TMA 241,265   Jerseys.
SUPER LINE design (#19)              Canada         652,220   TMA 414,320   Protective hockey equipment.
SUPER TACKS                          Canada         411,737   TMA 230,793   Skating boots and skating outfits, namely, skating boots
                                                                            and skates.
SUPRA                                Canada         538,758   TMA 359,918   Hockey equipment, namely hockey pants, elbow pads,
                                                                            shoulder pads, leg protectors and hockey gloves.
SUPRA                                 U.S.       74/596,851                 Hockey pants, elbow pads, shoulder pads, leg
                                                                            protectors and hockey gloves.
SUPRA                                Canada         769,189                 Hockey equipment, namely ice hockey sticks, in-line
                                                                            hockey sticks, street hockey sticks and their
                                                                            components.
</TABLE>



<PAGE>


                      -- 12 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
SUPRA                                 U.S.       74/595,663                 Hockey equipment, namely ice hockey sticks, in-line
                                                                            hockey sticks, street hockey sticks and their
                                                                            components.
T Design (#20)                       Canada         655,330   TMA 389,383   Hockey skates.
T Design (#21)                       Canada         655,334   TMA 384,713   Hockey skates.
TACKABERRY                           Canada         189,763   UCA 23338     Boots and shoes and skates and skating boots.
TACKABERRY                            U.S.       75/207,841                 Skating boots and skating sets comprising skates and
                                                                            boots.
TACKS                                Canada         307,832   TMA 161,826   Skates.
TACKS                                 U.S.       72/379,341   934,407       Combined skating boots and skates.
TACKS DESIGN (#12)                   Canada         589,505   TMA 345,223   Skates.
TACKSACK                             Canada         624,467   TMA 363,413   Skate molds.
TACKSACK                              U.S.       73/796,465   1,665,650     Skate fitting system.
TALON                                Canada         732,965   TMA 432,520   In-line roller skates.
TALON                                 U.S.       74/415,182                 In-line roller skates.
TEMPO                                 U.S.       74/185,788   1,735,015     Protective sports crash helmets and body pads.
TOMCAT                               Canada         732,963   TMA 432,519   In-line roller skates.
TOMCAT                                U.S.       74/415,183                 In-line roller skates.
TPP                                  Canada         458,739   TMA 276,596   Hockey equipment.
TURN ON THE POWER                    Canada         711,176   TMA 415,526   Ice skates.
Two lines on glove design (#17)      Canada         505,395   TMA 296,361   Hockey gloves.
ULTRA PAC                            Canada         479,249   TMA 312,225   Hockey equipment.
ULTRA TACKS                          Canada         497,248   TMA 306,794   Skates.
</TABLE>



<PAGE>


                             -- 13 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
ULTRAFIL                             Canada         447,279   TMA 273,539   Jerseys, hockey jerseys.
VAKUTACK                              U.S.       73/782,212   1,601,040     Ice skates.
VAKUTACK                             Canada         619,217   TMA 360,783   Ice skates.
VOYAGEUR                             Canada         511,600   TMA 313,101   Skates.
</TABLE>




<PAGE>


                      -- 14 --

                                FOREIGN COUNTRIES

<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
PROLITE                             Australia                B281,916       Hockey equipment including ice hockey equipment.
TACKS                               Australia                A281,915       Hockey equipment.
------------------------------------------------------------------------------------------------------------------------------------
TACKS                                Austria                 65,301         Bicycles and accessories, rowing machines; skates,
                                                                            protective equipment, pucks, roller skates, tennis and
                                                                            badminton racquets, hockey sticks, gym equipment.
TACKS                                Austria                 132,454
PROLITE                              Austria                 64,821         Hockey equipment.
TACKABERRY                           Austria                 64,882         Bicycles and accessories, rowing machines; skates,
                                                                            protective equipment, pucks, roller skates, tennis and
                                                                            badminton racquets, hockey sticks, gym equipment.
------------------------------------------------------------------------------------------------------------------------------------
ORBIT                                Benelux       352.017                  Hockey skates and figure skates.
PROLITE                              Benelux                 1719           Protective helmets, bicycles and accessories, skates,
                                                                            protective equipment, tennis and badminton racquets,
                                                                            exercise machines.
TACKABERRY                           Benelux                 1830           Protective helmets, bicycles and accessories, skates,
                                                                            protective equipment, tennis and badminton racquets,
                                                                            exercise machines.
TACKS                                Benelux                 1950           Bicycles and accessories, ice skates, exercise machines.
------------------------------------------------------------------------------------------------------------------------------------
TACKABERRY                           Finland                 58,817         Hockey skates and figure skates.
TACKS                                Finland                 59,307         Sporting and gymnasium equipment, sport shoes.
PROLITE II                           Finland                 84,042         Skate blades.
PROLITE                              Finland                 59,111         Hockey equipment.
</TABLE>



<PAGE>


                      -- 15 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
PROPAC                               Finland                 84,431
------------------------------------------------------------------------------------------------------------------------------------
ORBIT                                France                  1,469,749      Hockey skates and figure skates.
TACKS                                France                  1,524,859      Sporting and gymnasium equipment, bicycles, sport
                                                                            shoes.
PROLITE                              France                  1,524,860      Sporting and gymnasium articles, bicycles and
                                                                            accessories.
PROLITE II                           France                  1,622,043      Skate blades.
TACKABERRY                           France                  1,524,858      Sporting and gymnastic articles, bicycles and
                                                                            accessories.
------------------------------------------------------------------------------------------------------------------------------------
Back of Skate Design                 Germany                 2,093,858      Hockey skates.
PROLITE                              Germany                 872,209        Bicycles; skates, protective equipment, tennis and
                                                                            badminton racquets, hockey sticks, baseball bats, skis,
                                                                            helmets, training machines; separate for hockey and
                                                                            other play racquets.
PROLITE II                           Germany                 1,019,726      Skate blades.
TACKABERRY                           Germany                 872,210        Bicycles; skates, protective equipment, tennis and
                                                                            badminton racquets, hockey sticks, baseball bats, skis,
                                                                            helmets, training machines; separate for hockey and
                                                                            other play racquets.
TACKS                                Germany                 907,230        Sporting and gymnasium equipment, sport shoes.
------------------------------------------------------------------------------------------------------------------------------------
PROLITE II                            Italy                  488,108        Skate blades.
PROLITE                               Italy                  249,656        Ice skates, protective equipment, helmets, exercise
                                                                            machines, racquets.
TACKABERRY                            Italy                  249,889        Ice skates, protective equipment, helmets, exercise
                                                                            machines, racquets.
</TABLE>



<PAGE>


                      -- 16 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
TACKS                                 Italy                  249,890        Ice skates, protective equipment, helmets, exercise
                                                                            machines, racquets.
------------------------------------------------------------------------------------------------------------------------------------
PROLITE II                            Japan                  2,206,714      Steel blades for ice skates and all other goods included
                                                                            in this class.
PROLITE                               Japan                  910,500        Ice skates and hockey equipment.
PROPAC                                Japan                  2,009,783      Hockey equipment.
TACKS                                 Japan                  910,502        Ice skates and hockey equipment.
PRO-GARD                              Japan                  604,462        Hockey equipment.
------------------------------------------------------------------------------------------------------------------------------------
TACKS                              New Zealand               109,079        Hockey equipment, ice skates and ice skating sets,
                                                                            being ice skates fitted to skating boots.
------------------------------------------------------------------------------------------------------------------------------------
PROLITE                              Norway                  81,590         Skates, protective equipment, hockey sticks, exercise
                                                                            machines.
TACKABERRY                           Norway                  81,589         Skates, protective equipment, hockey sticks, exercise
                                                                            machines.
TACKS                                Norway                  81,588         Skates, protective equipment, bicycles and accessories,
                                                                            hockey sticks, helmets, exercise machines.
------------------------------------------------------------------------------------------------------------------------------------
PROLITE II                       Slovak Republic             165,662        Steel blades for ice skates.
PROPAC                           Slovak Republic             165,154        Hockey equipment.
------------------------------------------------------------------------------------------------------------------------------------
ORBIT                                Sweden                  165,113
TACKABERRY                           Sweden                  130,549        Games and playthings; gymnastic and sporting articles
                                                                            (except clothing), ornaments and decorations for
                                                                            Christmas trees.
</TABLE>



<PAGE>


                                    -- 17 --


<TABLE>
<CAPTION>
           TRADEMARK                 COUNTRY      SERIAL No    REG. No                            WARES
------------------------------    -------------  ----------  ------------   --------------------------------------------------------
<S>                               <C>            <C>          <C>           <C>              
TACKS                                Sweden                  130,665        Games and playthings, gymnastic and sporting articles
                                                                            (except clothing), ornaments and decorations for
                                                                            Christmas trees.
PROLITE II                           Sweden                  177,561
PROPAC                               Sweden                  177,778
PROLITE                              Sweden                  101,307
PROLITE                              Sweden                  142,044
PROGARD                              Sweden                  106,509
PROGARD                              Sweden                  193,703
------------------------------------------------------------------------------------------------------------------------------------
PRO-GARD & DESIGN                  Switzerland               379,340        Hockey gloves.
PROLITE                            Switzerland               374,833        Skates, protective equipment, exercise equipment,
                                                                            racquets, bicycles.
PROLITE II                         Switzerland               309,554        Skate blades.
TACKABERRY                         Switzerland               374,483        Exercise and sports equipment; skates, sticks, 
                                                                            protective equipment, bicycles, racquets.
TACKS                              Switzerland               874,834        Exercise and sports equipment; skates, bicycles and
                                                                            accessories, sports clothing, protective equipment.
------------------------------------------------------------------------------------------------------------------------------------
PROLITE                               U.K.                   924,501        Ice skates, ice skating sets, being ice skates fitted to
                                                                            skating boots.
PROLITE II                            U.K.                   1,143,595      Ice skates and parts and fittings therefor.
TACKABERRY                            U.K.                   924,503
TACKS                                 U.K.                   924,502        Ice skates and ice skating sets, being ice skates fitted
                                                                            to skating boots.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                             -- 18 --

                           SUPPLEMENTAL LIST

                           SPORT MASKA INC.

                REGISTERED TRADE-MARKS  --  APPLICATIONS


<TABLE>
<CAPTION>
CANADA
              Trademark                          Serial No                                     Wares
--------------------------------------      ------------------      ----------------------------------------------------------------
<S>                                         <C>                      <C>                                                 
DRYLAND                                     819,172                  In-line, street & roller hockey equipment & apparel.
DRYLAND & SKULL DESIGN                      819,173                  In-line, street & roller hockey equipment & apparel.



<CAPTION>
UNITED STATES
              Trademark                          Serial No                                     Wares
--------------------------------------      ------------------      ----------------------------------------------------------------
<S>                                         <C>                      <C>                                                 
THE HOCKEY COMPANY                          75/015,219               Ice, street & roller hockey equipment, accessories & clothing.
YA WANNA GO                                 75/035,669               Clothing in Class 25.  
DRYLAND                                     75/138,305               In-line, street & roller hockey equipment & apparel.
DRYLAND & SKULL DESIGN                      75/069,210               In-line, street & roller hockey equipment & apparel.
DES                                         75/148,937               In-line skates.
DYNAMIC ENERGY SYSTEM                       75/148,938               In-line skates.
ACTIVE VENTILATION                          75/147,985               In-line skates.
TECHNOLOGY
AVT                                         75/147,986               In-line skates.
ES                                          75/197,104               In-line skates.
ES & DESIGN                                 75/197,105               In-line skates.
</TABLE>



<PAGE>


                             -- 19 --


<TABLE>
<CAPTION>
CANADA
              Trademark                          Serial No                                     Wares
--------------------------------------      ------------------      ----------------------------------------------------------------
<S>                                         <C>                      <C>                                                 
DST                                         75/219,014               Hockey skates.




</TABLE>

<PAGE>


================================================================================
                                    -- 20 --

B.3  Business or Firm names (par. 11.7)
     CCM/Sport Maska
     CCM - Maska
     CCM - Sport Maska
     Sport Maska - CCM
     Sport Maska / CCM
     SLM Canada
     SLM
     The Hockey Company
     /s/CCM/Maska   /s/CC   /s/DBR

B.4  [NOT USED]

B.5  Claims subject to the Financial Administration Act

     (par 11.12)

     NONE

B.6  Claims Secured by registered hypothecs (par. 11.13)

     NONE



*****                                  *****                               *****


The  foregoing is Schedule "B" annexed to the Deed of hypothec  granted by Sport
Maska Inc. in favour of The Chase Manhattan Bank of Canada dated as of the first
(1st) day of April,  Nineteen hundred and ninety-seven  (1997) and recognized as
true and signed by the representatives therein mentioned.


                                   /s/ Illegible
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                                   ----------------------------------------


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


                                   TRUE COPY

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================================================================================


<PAGE>


================================================================================
                                  SCHEDULE "C"
                                  (par. 11.10)
                          Location of Charged Property

C.1  Charged Property Located in Quebec

Address(es)

15855 Hubert                           8401 Ray-Lawson Boulevard
St-Hyacinthe, Quebec                   Anjou, Quebec
J2T 4C9                                H1J 1K5

2245 St-Paul                           7801 Jarry East
St-Hyacinthe, Quebec                   Anjou, Quebec
J2T 2A2                                H1J 1H3

600 Industriel                         432 Isabey
St-Jean-sur-Richelieu, Quebec          St.Laurent, Quebec
J3B 4S7                                H4T 1V3

175 Dessaureault                       500 Sauve West
Cap-de-la-Madeleine, Quebec            #104A
G8T 2L5                                Montreal, Quebec
                                       H3L 1Z8

6375 Picard                            1145 Belanger
St-Hyacinthe, Quebec                   Sherbrooke, Quebec
J2S 1H3                                J1K 2E1

7405 Trans-Canada Highway              3030 Ste-Anne Boulevard
Suite 300                              Beauport, Quebec
Ville Saint-Laurent, Quebec            G1E 6N1
H4T 1Z2

3125 Bernard Pilon                     5889, rue Principale
Loc. H-8                               Ascot Corner, Quebec
St-Mathieu de Beloeil, Quebec          J0S 1A0
J3G 4S5

800 Melchers                           5575, Casgrain
Berthierville, Quebec                  Montreal, Quebec
J0K 1A0                                H2T 1Y1


================================================================================


<PAGE>


================================================================================
                              -- 2 --


C.2. Charged Property Located Outside of Quebec

Address(es)

6539A Mississauga Road                 P.O. Box 20172208 Air Park 
Mississauga, Ontario                   Drive                      
L5N 1A6                                Burlington, N.C. 27218     
                                       USA                        

                                       1 Adelaide St. N., Unit 13
                                       London, Ontario           
                                       N6B 3P8                   

530 Governors Road                     155 Signet Drive 
Guelph, Ontario                        Weston, Ontario  
N1K 1E3                                M9L 1V1          

375 Sligo Road West                    3336 North Service Road 
P.O. Box 850                           Unit 2-3                
Mount Forest, Ontario                  Burlington, Ontario     
N0G 2L0                                L7N 3G2                 

Maravel 7-9
OK-7430, IKAST
DENMARK


C.3. Property Intended to be Used in More Than One Province or Jurisdiction

Address(es), Provinces or States

     NONE


*****                                  *****                               *****


The  foregoing is Schedule "C" annexed to the Deed of hypothec  granted by Sport
Maska Inc.  in favour of The Chase  Manhattan  Bank of Canada on the first (1st)
day of April,  Nineteen hundred and  ninety-seven  (1997) and recognized as true
and signed by the representatives therein mentioned.



                                   /s/ Illegible
                                   ----------------------------------------

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

                                   /s/ Illegible
                                   ----------------------------------------


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





================================================================================

                                   TRUE COPY

                                             /s/ Illegible