FORM: NBAP

                                           U.S./C-ApparelC
                                           PR

LICENSEE: STARTER CORPORATION      RETAIL PRODUCT LICENSE, MARKETING
ADDRESS:  370 James Street         AND ADVERTISING AGREEMENT
          New Haven, CT 06513

THIS RETAIL PRODUCT LICENSE, MARKETING AND ADVERTISING AGREEMENT is entered into
by NBA Properties, Inc. ("NBAP"), with its principal office at 645 Fifth Avenue,
New York, New York 10022, and the licensee listed above ("LICENSEE") with regard
to the commercial use of certain names, logos, symbols, emblems, designs and
uniforms and all identifications, designations, labels, insignia or indicia
thereof (the "Marks") of the National Basketball Association (the "NBA") and its
Member Teams (collectively, the "NBA Marks") alone and in combination with the
names, nicknames, photographs, portraits, likenesses, signatures or other
identifiable features of current NBA players ("Player Attributes"). Subject to
the terms and conditions of this Agreement (including the attached NBAP Standard
Terms and Conditions), NBAP hereby grants to LICENSEE, and LICENSEE hereby
accepts, the non-exclusive (except as otherwise expressly provided in this
Agreement) right and license to use during the Term (i) the Marks of the Member
Teams, the silhouetted dribbler logo (the 'NBA Logo"), the Marks of the NBA, NBA
All-Star Weekend and NBA Playoffs and Finals, the Marks of those NBAP Events and
Programs (as defined below) that LICENSEE sponsors in accordance with Paragraph
J.2 below and the appropriate designations reflecting LICENSEE's status as an
official uniform, warm-up and/or practicewear supplier to the NBA (collectively,
the "Licensed Marks"), and/or (ii) the Licensed Marks in combination with
certain Player Attributes (on a group bases and to the extent NBAP can convey
such rights in accordance with the Group License Agreement (as defined below) in
accordance with the terms of this Agreement (the "Licensed Attributes"), in
either case, solely in connection with the manufacture, distribution,
advertisement, promotion and sale in the Territory of the products described in
Paragraph A below that include one or more of the Licensed Marks ("Licensed
Products"). No license or right is granted for the use of NBA Marks or Player
Attributes for any purpose other than on the Licensed Products and in the
distribution, advertisement, promotion and sale of the Licensed Products in
accordance with this Agreement.

A.   LICENSED PRODUCTS:

     1.   "On-Court Products": LICENSEE shall have the exclusive right (with
          respect to the adult and youth sizes set forth in Paragraph A.3 below)
          to manufacture, distribute and sell the following with respect to the
          NBA Teams specified on Schedule A hereto ("Licensee's Teams") in
          accordance with the terms and conditions of this Agreement:

          (a)  "Pro Cut" game jerseys with Licensed Attributes (player names) on
               the back and game shorts (i.e., exact reproductions of the actual
               NBA Team uniform jerseys and shorts worn by players in terms of
               player size and all design and other elements).

          (b)  "Authentic" game jerseys with Licensed Attributes (player names)
               on the back and game shorts (i.e., reproductions that incorporate
               all of the design elements and characteristics as they appear on
               the actual NBA Team uniform jerseys and shorts worn by players,
               including sublimation (where appropriate), tackle twill,
               lettering, embroidered patches and/or direct embroidery).
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          (c)  Authentic "shooting shirts" and/or "shooting jackets" (sometimes
               referred to below collectively as "Shooting Shirts") and warm-ups
               (tops and pants).

          (d)  Authentic "Practicewear" (i.e., reversible mesh tank top; mesh
               short, t-shirts; sweatshirts; sweatpants; shorts; and sleeveless
               t-shirts) incorporating the same graphic design approved by NBAP
               for use in versions supplied to Licensee's Teams.

          (e)  Authentic "compression shorts" (i.e., athletic support
               undershorts) incorporating the same graphic design approved by
               NBAP for use in versions supplied to Licensee's Teams.

          (f)  Authentic "socks" bearing the NBA Logo in the same version
               supplied to NBA Teams; provided, however, that LICENSEE's rights
               with respect to socks bearing the NBA logo shall not be
               exclusive.

          (g)  Other products that NBAP may from time to time designate as
               "On-Court Products."

     2.   "Other" Products: LICENSEE shall have the non-exclusive right to
          manufacture, distribute and sell the following with respect to all NBA
          Teams in accordance with the terms and conditions of this Agreement:

          (a)  Under the "Starter" label for distribution to the traditional
               retail accounts listed on Schedule B (as such schedule may be
               amended from time to time):

               (i)   Headwear.

               (ii)  "Activewear" (e.g., t-shirts, tank tops, shorts,
                     sweatshirts, polos, sweatpants and warm-ups). (iii)
                     Outerwear (i.e., all fabrications of lightweight and
                     heavyweight outerwear).

               (iii) Outerwear (e.g., all fabrications of lightweight and
                     heavyweight outerwear).

               (iv)  Athletic bags and soft luggage.

          (b)  Under the "Galt Sand" and "Sport One" labels for distribution to
               certain department stores, LICENSEE shall have the right, subject
               to NBAP's prior approval of a written business plan to be
               submitted by LICENSEE (addressing, among other things, the
               products to be distributed, the labels to be used and the retail
               accounts to which such products are to be distributed), to
               distribute certain Other Licensed Products in accordance with the
               terms and conditions of this Agreement and such plan.

     3.   With respect to the categories of Licensed Products listed under
          Paragraph A.1 and 2(a), all Licensed Products shall be manufactured,
          distributed, advertised and sold under the "Starter" label. With
          respect to any Licensed Product authorized by NBAP in accordance with
          Paragraph A.2(b), such Licensed Product shall be manufactured,
          distributed, advertised and sold under either the "Galt Sand" and/or
          "Sport One" labels. All Licensed Products shall be made available only
          in adult sizes S-XXXXXL and infant sizes (12-24 months), toddler sizes
          (2T4T) and youth sizes (4-20); provided, however, that, in the event
          that LICENSEE has not commenced the distribution to retail accounts of
          any such Licensed Products in adult sizes XXXL, XXXXL or XXXXXL by
          July 31, 1999 (the "size deadline"), NBAP shall have the right, at any
          time following the size deadline, to withdraw LICENSEE's right to
          manufacture, distribute, advertise and sell any such Licensed Product
          in any such size (i.e., XXXL, XXXXL or XXXXXL) for which distribution
          has not commenced by the size deadline and to thereafter license some
          other company to




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<PAGE>

          manufacture, distribute, advertise and sell any such Licensed Product
          in any such size for which LICENSEE's rights have been withdrawn.

     4.   Practicewear shall not include (i) any Player Attributes or (ii) any
          stylings or graphics that, in NBAP's sole opinion, resemble Pro-Cut or
          Authentic jerseys or shorts made by any other NBAP licensee.
          Activewear shall not include (i) any Player Attributes or (ii) any
          fabrication, stylings or graphics that, in NBAP's sole opinion,
          resemble (x) any On-Court products made by LICENSEE or any other NBAP
          licensee and (y) any "Replica" game jerseys or shorts made by any
          other NBAP licensee. NBAP shall ensure that each of its licenses with
          respect to the manufacture and sale of Pro-Cut and Authentic products
          contains a provision that is not materially different from this
          Paragraph A.4.

     5.   LICENSEE shall not place any brand identification (e.g., the Starter
          logo) on any Pro-Cut and Authentic jersey or short supplied to a Team
          or offered at retail other than on the jersey jock tag or on the
          Authentic short produced for retail, in either case, on the front
          plane of the product (if LICENSEE so elects) and in accordance with
          NBAP's policies regarding logo size and placement. LICENSEE shall be
          permitted to place the Starter logo on all other Licensed Products
          supplied to a Team or offered at retail (i) on the front plane of the
          product (in the case of reversible items, on both sides) in a location
          approved by NBAP (consistent with NBAP's policies regarding logo size)
          and (ii) in such other locations (e.g., jock tag) as may be permitted
          under NBAP's policies regarding logo size and placement NBAP agrees
          that such other locations include, (a) in the case of shooting shirts
          and jackets, a jock tag on the front plane of the product, (b) in the
          case of warm up tops, one sleeve or center back (near the neck), and
          (c) in the case of practicewear t-shirts and sweatshirts, one sleeve.
          LICENSEE shall also be permitted to place the Starter logo on the
          "hang-tag" of any Licensed Product sold at retail. In the event that
          (x) any NBA player who has entered into an endorsement agreement with
          LICENSEE (an "Endorser") who is on a Team other than one of Licensee's
          Teams frequently does not wear an On-Court product of such other Team
          during Team games (including warm-up periods and going to and from the
          locker room to the playing floor) or in Team practices, (y) NBAP
          reasonably believes such behavior is the result of such Endorser's
          loyalty to LICENSEE and (z) NBAP requests LICENSEE to encourage such
          Endorser to wear such product, LICENSEE shall use its best efforts to
          encourage such player to wear such product (by communicating promptly
          with such player following receipt of such request for the purpose of
          encouraging him to wear such product) and, if NBAP requests LICENSEE
          to do so, LICENSEE shall advise NBAP as to who encouraged the player
          and when such encouragement was provided. NBAP shall ensure that each
          other company licensed by NBAP to manufacture Pro-Cut and Authentic
          products shall have the same obligations in respect to its endorsers
          as LICENSEE has pursuant to the preceding sentence.

     6.   (a)  The On-Court Products shall be designed to the manufacturably
               reasonable specifications of, and be of such physical
               characteristics of construction as specified by, the NBA and/or
               NBAP for each of Licensee's Teams for each NBA Season. The
               On-Court Products shall be of the same or reasonably better
               construction, fabrication and quality as those worn for the
               1995-96 NBA Season. The NBA Logo shall be directly embroidered or
               applied (in a manner acceptable to NBAP) to the On-Court Products
               in the same manner as employed on such items used during the
               1995-96 Season, unless otherwise approved by NBAP LICENSEE
               acknowledges that the design, including, but not limited to,
               drawings, artwork. designs, patterns and material composition,
               employed or developed for the production (through CAD/CAM or
               otherwise) of the foregoing items, and the codification,
               recording and reproduction, thereof, however maintained,
               organized or derived, including any computer tapes, hard copy or
               machine readable copies (collectively, the "Specs'), are for the
               benefit


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<PAGE>

               of NBAP and the Member Teams and that all proprietary interests
               therein belong to NBAP. LICENSEE shall not, without NBAP's prior
               written consent, divulge to any third party the substance of the
               Specs except as may be required to fulfill the terms of this
               Agreement. NBAP shall not authorize any of its licensees to use
               any of the Specs, except that NBAP shall be entitled to so
               authorize any of its licensees in connection with (i) the
               manufacture, distribution, promotion and sale of On-Court
               Products outside of the Territory, (ii) the manufacture,
               distribution, promotion and sale of On-Court Products worldwide
               in sizes that LICENSEE is not authorized to offer and (iii) a
               change in Team assignments among NBAP licensees authorized to
               manufacture On-Court Products involving one or more of Licensee's
               Teams. NBAP shall ensure that it shall have the right to use the
               designs of each other company licensed by NBAP to manufacture
               On-Court Products to the same extent that it has the right to use
               LICENSEE's designs pursuant to the preceding sentence.

          (b)  Prior to the September 1 of a Contract Year and at such other
               times as NBAP may reasonably request, LICENSEE shall provide NBAP
               with information with respect to the sizes and Specs of the
               On-Court Products that LICENSEE supplies to each of Licensee's
               Teams for such Contract Year. In addition, LICENSEE shall
               participate in certain events (e.g., rookie combine physical
               examination sessions) organized by NBAP (or the NBA) for the
               purpose of, among other things, obtaining information with
               respect to the sizes and measurements of basketball players.

B.   TERM: The term ("Term") of this Agreement shall commence August 1, 1997 and
     expire July 31, 2001.

C.   TERRITORY: The Territory shall be, with respect to the distribution,
     advertising and sale of Licensed Products, the 50 United States, the
     District of Columbia and Canada ("North America"); provided, however, that
     (1) NBAP acknowledges that LICENSEE, as of the date of the execution of
     this Agreement, does not have the technological capability to restrict its
     advertising over the Internet to North America and (2) LICENSEE shall not
     be in breach of its obligations hereunder until and unless the
     technological capability has been developed to so limit the distribution of
     LICENSEE's advertising over the Internet.

D.   TEAM PRODUCT SUPPLY COMMITMENT:

     1.   LICENSEE shall have the exclusive right and obligation to manufacture
          and supply to Licensee's Teams On-Court Licensed Products and (subject
          to Paragraph I.1 below) those Other Licensed Products supplied to a
          Licensee Team for use by the Team's statisticians and ballpersons
          during NBA games ("Ballperson Licensed Product"). LICENSEE shall have
          the exclusive right to use appropriate designations with respect to
          the supply of Licensed Products to Licensee's Teams, subject to the
          approval of NBAP in accordance with the terms of this Agreement.

     2.   At least fourteen (14) days prior to the opening of training camp for
          each Licensee's Teams, LICENSEE shall, at its cost, produce and
          deliver to such places, at such times and of such sizes, as specified
          by NBAP, the following for each such Team:

          (a)  two (2) sets of each home and two (2) sets of each away Pro-Cut
               Uniform (i.e., jersey and shorts) and Authentic warm-up for each
               of fifteen (15) players (i.e., 8 sets consisting of a top and a
               bottom per player, 120 sets per team); one hundred forty-four
               (144) pairs of Authentic compression shorts; four (4) Authentic
               Shooting Shirts (it being understood that, until and unless NBAP
               introduces home and away versions of Shooting Shirts, LICENSEE
               shall provide NBAP with four (4) Shooting Shirts of the one
               available style and that LICENSEE shall provide NBAP with two (2)
               home


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<PAGE>

               Shooting Shirts and two (2) road Shooting Shirts in the event
               that NBAP introduces home and away versions of such products)
               each of fifteen (15) players;

          (b)  three (3) reversible mesh tank tops, three (3) t-shirts, two (2)
               pairs of mesh shorts, two (2) fleece tops and two (2) fleece
               pants for each of fifteen (15) players (i.e., 12 pieces per
               player, 180 pieces per team); and

          (c)  1,200 pairs of socks.

     3.   LICENSEE shall use its best efforts to accommodate the reasonable
          requests of NBAP and of each of Licensee's Teams regarding the style
          and weight of each of the products listed in subparagraph 2(a)-(c).

     4.   Each Season, upon NBAP's request, LICENSEE shall provide to NBAP two
          (2) sets of each of the products listed under subparagraph 2(a)-(c)
          above for each Licensee Team.

     5.   (a)  During the Term, each of Licensee's Team may request changes in
               the design of its On-Court Products in accordance with NBA
               Uniform and Logo guidelines, as they may be amended from
               time-to-time. LICENSEE shall, for each Contract Year and for each
               Team, bear the full cost in connection with the creation (other
               than design creatives) and manufacture to Specs of one (1)
               prototype/sample redesigned product. The timely delivery of such
               redesigned product is contingent upon adherence to the NBA's
               guidelines.

          (b)  LICENSEE's timely performance of its obligations pursuant to this
               Paragraph 5 and Paragraph 2 above are contingent upon LICENSEE's
               receipt of an order from each of Licensee's Teams containing
               information with respect to product sizes, styles, colors,
               numbers, names and quantities by the times specified below in
               order to effect shipment to the Team by the corresponding date:

                          Orders Shipped to Teams as Follows:

        Complete Orders
        Received by:    Practicewear  Other On-Court Products
        ------------    ------------  -----------------------
        February 1      July 1        September 1
        June 1          August 1      September 1
        June 15         August 15     September 15
        July 1          September 1   October 1

     6.   NBAP or any of Licensee's Teams may purchase On-Court merchandise for
          official or player use (not for retail sale) at LICENSEE's most
          favorable wholesale catalog prices less twenty percent (20%), except
          that reasonable requests for customized items for "VIPs" or NBAP
          product placement use shall be available at LICENSEE's manufacturing
          cost.

     7.   LICENSEE shall maintain a staff dedicated to service each of
          Licensee's Teams outfitting needs and to respond expeditiously and
          appropriately to Team On-Court Licensed Product requests. Without
          limiting the effect of the preceding sentence, LICENSEE (i) shall
          maintain (in the United States and Canada) 120 pieces of each of the
          products listed under subparagraph 2(a)-(c) above (excluding socks) in
          blank inventory to accommodate immediate Team needs, and (ii)
          acknowledges that LICENSEE's Teams may request OnCourt Products for
          players acquired during the course of the NBA Season and agrees that
          it shall use its best efforts to satisfy such requests within one (1)
          business day of its receipt of such request at no cost to NBAP or the
          requesting Team.


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<PAGE>


E.   RETAIL PRODUCT DISTRIBUTION:

     1.   (a)  Except as expressly set forth herein and as NBAP and LICENSEE may
               agree otherwise, LICENSEE shall the exclusive right and
               obligation (with respect to the adult and youth sizes set forth
               in Paragraph A.3 above) to offer, manufacture, distribute and
               sell to retail accounts all styles of On-Court Licensed Products
               for each of Licensee's Teams; provided, however, that, with
               respect to each Contract Year, LICENSEE shall only be obligated
               to:

               (i)  offer, manufacture, distribute and sell to retail accounts
                    at least one (1) style of a Pro-Cut jersey with respect to
                    at least fifteen (15) then-current players, to be determined
                    by NBAP by no later than the February 1 preceding the start
                    of such Contract Year from Licensee's Teams (it being
                    understood that at least one (1) player from each such Team
                    shall be included);

               (ii) offer, manufacture, distribute and sell to retail accounts
                    at least one (1) style of an Authentic jersey with respect
                    to at least (x) two (2) then-current players, to be
                    determined by NBAP by no later than the February 1 preceding
                    the start of such Contract Year, from each of Licensee's
                    Teams and (y) three (3) then-current players, to be
                    determined by NBAP by no later than the February 1 preceding
                    the start of such Contract Year, from among all of
                    Licensee's Teams;

              (iii) offer, manufacture, distribute and sell to retail accounts
                    at least each style of Shooting Shirt worn by each one (1)
                    of Licensee's Teams; provided, however, that in any Contract
                    Year in which NBAP determines that Shooting Shirts worn by
                    NBA players shall include player names, LICENSEE shall not
                    offer Shooting Shirts without player names and shall offer,
                    manufacture, distribute and sell player identified Shooting
                    Shirts on the same basis as for Authentic jerseys in
                    accordance with subparagraph (ii) above; and

               (iv) offer, manufacture, distribute and sell to retail accounts
                    at least one (1) style of all other On-Court Licensed
                    Products.

          (b)   (i) LICENSEE shall offer to retail accounts at least four
                    (4) outerwear styles in adult styles for all NBA Teams
                    across a range of price points, and shall manufacture and
                    have available for distribution to retail accounts at least
                    two (2) such styles, with respect to each Fall selling
                    season covered by the Term. Licensee shall offer to retail
                    accounts at least three (3) outerwear styles in adult sizes
                    for all NBA Teams across a range of price points, and shall
                    manufacture and have available for distribution to retail
                    accounts at least one (1) such style, with respect to each
                    Spring selling season covered by the Term.

               (ii) LICENSEE shall offer to retail accounts at least three (3)
                    outerwear styles in youth sizes for all NBA Teams across a
                    range of price points, and shall manufacture and have
                    available for distribution to retail accounts at least one
                    (1) such style, with respect to each Fall selling season
                    covered by the Term. LICENSEE shall offer to retail accounts
                    at least two (2) outerwear styles in youth sizes for all NBA
                    Teams across a range of price points, and shall manufacture
                    and have available for distribution to retail accounts at
                    least one (1) such style, with respect to each Spring
                    selling season covered by the Term.

              (iii) Except as specified in subparagraphs (i) and (ii) above,
                    LICENSEE shall offer to retail accounts a representation of
                    Other Licensed Products (including various


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<PAGE>

                    styles of t-shirts, fleece, polos and a minimum of four (4)
                    styles of headwear with respect to the Fall and Spring
                    selling seasons) for all NBA Teams.

          (c)  LICENSEE shall have the right, but not the obligation, to offer
               to retail accounts Authentic jerseys bearing the names of NBA
               players who retire from one of Licensee's Teams during the Term,
               subject to the following conditions:

               (i)  any such jersey shall be deemed a Licensed Product under
                    this Agreement;

               (ii) any such jersey may be offered for a period (to be
                    determined by NBAP) not to exceed three (3) years from the
                    conclusion of the last NBA season in which the retired
                    player played; and

              (iii) the royalty rate applicable to the sale of any jersey of a
                    retired player shall equal the then-current royalty rate for
                    Authentic Licensed Products containing Licensed Attributes.

          (d)  In each instance in which LICENSEE is obligated only to offer a
               style of a Licensed Product pursuant to Paragraph E.1(b), such
               product shall be manufactured, distributed and sold if LICENSEE
               receives aggregate orders for such style for a Contract Year from
               retail accounts of at least 600 units.

     2.   Set forth on Schedule B (as such schedule may be amended from
          time-to-time) are the traditional retail accounts that support the
          high quality and image of NBA officially licensed products with
          appropriate merchandising displays, promotion and/or customer service
          and to which LICENSEE shall offer a full range of Licensed Products.
          LICENSEE shall not offer any On-Court Licensed Product or Ballperson
          Licensed Product exclusively to any retail account and shall offer
          each style or version of each such product required by this Agreement
          to all of the retail accounts listed on Schedule B (as such schedule
          may be amended from time-to-time). All Licensed Products shall be
          offered, or made available, to each outlet of a retail account (i.e.,
          "chainwide") listed on Schedule B and only to the retail accounts
          listed on such Schedule.

     3.   (a)  LICENSEE acknowledges that it will receive a variety of tangible
               and intangible benefits as a result of having merchandise
               manufactured by LICENSEE displayed, sold and promoted at NBAP
               and/or Team owned or controlled concessions or stores ("NBA and
               Team Stores"). Therefore, LICENSEE shall, in addition to and in
               consideration of the benefits it will receive from having
               merchandise displayed, sold and promoted at NBA and Team Stores,
               (i) upon the request of NBAP, perform contract manufacturing
               services for NBAP in connection with the manufacture of products
               for sale in an NBAP owned or controlled store on terms mutually
               agreed upon by NBAP and LICENSEE, and (ii) except as NBAP and
               LICENSEE may otherwise agree, give NBA and Team Stores the same
               priority under LICENSEE's sales and distribution policies (in
               terms of price discounts, product offering, allocation, priority
               of delivery and cooperative or other advertising and promotional
               allowances or other benefits) as LICENSEE affords to its most
               preferred high-volume customers, regardless of any such Store's
               volume. No concession or store owned or controlled by a
               professional sports team or league (other than the NBA or an NBA
               Team) or by a college or university shall be entitled to more
               favorable price discounts or priority than that offered to NBAP
               and/or Team concessions or stores.

               (b) Notwithstanding anything to the contrary set forth in this
               Agreement, in the event that LICENSEE fails (or informs NBAP that
               it is unable) to accommodate an order by NBAP for delivery of one
               or more On-Court and/or Ballperson Licensed Products to


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<PAGE>

               an NBAP owned or controlled store by the time NBAP requests such
               delivery be made, NBAP shall be entitled, on a "fill-in" basis,
               to obtain the requested Licensed Products from any source.

     4.   LICENSEE shall have the exclusive right and obligation to offer,
          manufacture, distribute and sell to retail accounts at least one (1)
          style of a "celebratory" headwear product and at least one (1) style
          of a "celebratory" t-shirt (each distributed under the "Starter"
          label) with respect to any of Licensee's Teams "celebratory" events
          (e.g., win an NBA Division or Conference championship), other than an
          NBA Finals celebration, to be supplied to such Team for the Team's
          locker room celebration. Any rights LICENSEE may have with respect to
          "celebratory" products for an NBA Finals celebration shall result
          from, and be governed by, a separate agreement with NBAP. In
          connection with the rights granted in this subparagraph, LICENSEE
          shall be given appropriate locker room access and designation rights
          in accordance with the terms of this Agreement.

     5.   LICENSEE shall maintain sufficient personnel and stock of finished
          products in facilities located in the United States and Canada to
          accommodate promptly all orders and reorders from its retail accounts
          for all On-Court and Ballperson Licensed Products.

F.   COMBINED ROYALTY PAYMENTS:

     Throughout the Term, LICENSEE shall pay monthly to NBAP in accordance with
     Paragraph 4 of the Standard Terms and Conditions a combined royalty and
     advertising and promotion payment equal to the percentage of "Met Sales"
     (as defined in Paragraph 1 of the Standard Terms and Conditions) listed
     below for each Licensed Product category set forth below for each Contract
     Year:

      Licensed Product                             Combined Royalty Payment
      ----------------                             ------------------------
      1. Pro-Cut Jerseys and Authentic Jerseys
         Containing Licensed Attributes:           15%

      2. All other On-Court and Other Licensed
         Products (e.g., Pro-Cut and Authentic
         Shorts, Warm-ups (tops and pants),
         Authentic Shooting Shirts, Authentic
         Practicewear, Authentic Compression
         shorts, Authentic socks, Athletic Bags
         and Soft Luggage, Outerwear, Activewear
         and Headwear):                            11%

G.   MINIMUM GUARANTEES:

     LICENSEE guarantees to make payments to NBAP (in accordance with Paragraph
     3(a) and (b) of the Standard Terms and Conditions) with respect to all
     Licensed Products (regardless of product sales) for each Contract Year of
     not less than the amount listed below (in U.S. dollars) with respect to
     both the United States and Canada:

           Contract Year   U.S. Minimum   Canada Minimum
           -------------   ------------   --------------
                1          $3,300,000     $250,000
                2          $3,750,000     $350,000
                3          $3,750,000     $350,000
                4          $3,750,000     $350,000



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<PAGE>

H.   ADVERTISING AND PROMOTION:

     1.   Consistent with NBAP's past practice of creating, undertaking or
          supporting advertising and promotion activities with respect to
          NBAP-licensed products sold at retail NBAP shall be entitled to devote
          up to two percent (2%) of LICENSEE's annual royalty payments to cover
          the expenses incurred by NBAP in connection with such advertising and
          promotion activities. Any amounts devoted by NBAP to cover such
          expenses shall be spent on such advertising and promotion activities
          as NBAP, in its sole discretion, shall determine.

     2.   LICENSEE shall exhibit, at its sole cost and expense, a fair and
          representative selection of Licensed Products at the Super Show and
          every other trade show where LICENSEE exhibits licensed products.

I.   TEAM MARKETING SUPPORT:

     1.   With respect to each Contract Year, LICENSEE shall require each of
          Licensee's Teams, at LICENSEE's option, to enter into one of the
          following marketing and sponsorship arrangements with LICENSEE:

          (a)  the "Basic" arrangement - under this arrangement, LICENSEE shall
               spend not less than $100,000 with the Team during each Contract
               Year, have the obligation and exclusive right to outfit the
               Team's statisticians and ballpersons during NBA games in Licensed
               Product (subject, in each case, to NBAP's policies) and receive:

               (i)  the exclusive right to outfit the Team's trainer(s),
                    equipment manager(s) and other team game personnel (other
                    than coaches) in Licensed Product (subject, in each case, to
                    NBAP's policies), if such personnel choose to wear
                    logo-identified apparel, courtside during Team games and
                    practices (including warm up periods, going to and from the
                    locker room to the playing floor and pre- and post-game
                    media sessions);

               (ii) a commitment from the Team that (u) none of its
                    statisticians, ballpersons, trainers, equipment managers or
                    other team game personnel (other than coaches) shall wear
                    any brand identified (other than LICENSEE brand identified)
                    athletic apparel or accessories during a Team game or a Team
                    practice, (v) such individuals shall be advised not to wear
                    any brand identified (other than LICENSEE brand identified)
                    athletic apparel or accessories during Team warm up periods,
                    going to and from the locker room and during pre- and
                    post-game media sessions, (w) none of such individuals shall
                    obscure, alter or replace any brand identification of
                    LICENSEE on any Licensed Products supplied by LICENSEE, (x)
                    the Team shall uses its best efforts to prevent any company
                    (other than LICENSEE) from providing athletic apparel or
                    accessories to people gathered at media sessions arranged by
                    the Team at a venue that the Team controls, (y) no
                    advertising (other than LICENSEE's brand identification)
                    that can be placed on any apparel worn by any of such
                    individuals (except for apparel worn by ballpersons) shall
                    be provided to any company and (z) no advertising (other
                    than LICENSEE's brand identification) that can be placed on
                    any apparel worn by ballpersons or on any courtside item
                    that "touches a player" (e.g., seatbacks, towels, athletic
                    bags, cups and coolers) shall be provided by the Team (not
                    NBAP) to a company in the athletic footwear and/or apparel
                    sponsor category other than LICENSEE; and




                                        9
<PAGE>

              (iii) a marketing and sponsorship package, to be agreed upon
                    the Team and LICENSEE, that includes at least $50,000 of
                    value in cash and/or product (other than product that
                    LICENSEE is obligated to provide to the Team under this
                    Agreement, including, but not limited to, the Licensed
                    Product worn by ballpersons) (e.g., media advertising,
                    signage, tickets, participation in community programs with
                    the Team or a third party) during each Contract Year; or

          (b)  the "Advanced" arrangement - under this arrangement, LICENSEE and
               the Team shall have the same rights and obligations as under the
               Basic arrangement plus:

               (i)  LICENSEE shall spend at least an additional $100,000 (for a
                    total minimum of $200,000) with the Team during each
                    Contract Year;

               (ii) LICENSEE shall receive a commitment from the Team that (x)
                    no courtside signage (e.g., a rotation in AdTime), during
                    the Team's games, shall be provided by the Team to a company
                    in the athletic footwear and/or- apparel sponsor category
                    other than LICENSEE (provided that, notwithstanding the
                    foregoing, the Team shall be entitled to provide signage on
                    balicarts to NBAP's then-current ball licensee and, if such
                    licensee is Spalding, the Team shall be entiUed to provide
                    Spalding with courtside signage that refers to basketballs
                    or its official supplier status regarding basketballs and
                    that advertises no other Spalding product (e.g., such
                    courtside signage cannot have only the Spalding name and
                    logo)), (y) no LICENSEE-identified courtside signage
                    provided by the Team, during the Team's games, shall be
                    obscured, altered or replaced or added to in any Team
                    licensed telecast distributed within the Team's territory
                    (it being understood that such prohibition shall not apply
                    to NBAP's distribution of such game telecast outside the
                    Team's territory) and (z) apparel worn by ballpersons will
                    not contain any signage other than the brand identification
                    of LICENSEE (in accordance with NBAP's policies); and

              (iii) LICENSEE's marketing and sponsorship package shall include
                    at least an additional $75,000 (a total of $125,000) in
                    value in cash and/or product (other than product that
                    LICENSEE is obligated to provide to the Team under this
                    Agreement, including, but not limited to, the Licensed
                    Product worn by ballpersons) during each Contract Year, to
                    be agreed upon by the Team and LICENSEE.

     2.   In addition to the amounts required under Paragraph I.1 above,
          LICENSEE shall spend, at its sole discretion, each Contract Year, in
          cash and/or product (other than product that LICENSEE is obligated to
          provide to the Team under this Agreement, including, but not limited
          to, the Licensed Product worn by ballpersons), on marketing and
          sponsorship programs offered by one or more of Licensee's Teams, a
          minimum of $900,000. Notwithstanding anything to the contrary
          contained in this Agreement, LICENSEE shall spend, in the aggregate,
          at least $2,250,000 each Contract Year, in satisfaction of its
          obligations under Paragraph I.1 above and the preceding sentence.

     3.   Any amount that LICENSEE is obligated to spend with any NBA Team
          during any Contract Year by reason of a marketing and/or sponsorship
          relationship that LICENSEE has with such Team as of the date of this
          Agreement shall not be included in determining whether LICENSEE has
          satisfied its obligations under Paragraphs I.1 and/or 2 above.

     4.   Notwithstanding anything to the contrary contained in Paragraph I.1
          above, LICENSEE shall not be required to spend on one of Licensee's
          Team's Team Inventory in excess of fifty percent (50%) of the value of
          the applicable Team marketing and sponsorship


                                       10
<PAGE>

          package for that Team determined in accordance with either Paragraph
          I.1(a)(iii) or I.1(b)(iii). For purposes of this Paragraph I, "Team
          Inventory" shall mean all team-owned or controlled media advertising
          (e.g., television, radio, signage and print), tickets and suites.

     5.   For purposes of this Agreement (and any agreement LICENSEE enters into
          with any of Licensee's Teams pursuant hereto, unless such Team and
          LICENSEE agree otherwise), "athletic accessories" shall mean all
          headwear, headbands, wristbands, bags, towels, and all other
          accessories that an individual wears or uses while participating in
          any athletic activity. For purposes of this Agreement (and any
          agreement LICENSEE enters into with any of Licensee's Teams pursuant
          hereto, unless such Team and LICENSEE agree otherwise), any company
          shall be deemed to be in the "athletic footwear and/or apparel sponsor
          category" if such company is listed on Schedule C or D.

J.   MARKETING AND MEDIA SUPPORT:

     1.   For the right to be designated an "official supplier" of the NBA
          throughout the Term, LICENSEE shall pay to NBAP an annual fee ("Annual
          Fee") of (i) $500,000 for Contract Year 1, (ii) $550,000 for Contract
          Year 2, (iii) $600,000 for Contract Year 3, and (iv) $650,000 for
          Contract Year 4. The Annual Fee for a Contract Year shall be paid in
          four (4)equal installments on August 1, November 1, February 1 and May
          1 of such Year.

     2.   During each Contract Year, LICENSEE shall make not less than the
          following expenditures on NBA media and events in the United States
          and Canada:

          (a)  With respect to commercial inventory in national broadcast and
               cable network (e.g., NBC and TNT) game telecasts in the United
               States, LICENSEE shall purchase $2,000,000 (less advertising
               agency commissions not to exceed 15%) with respect to each
               Contract Year; provided, however, that in the event that LICENSEE
               pays NBAP combined royalties of $5,000,000 or more with respect
               to Licensed Products sold in the United States and Canada for any
               Contract Year, LICENSEE shall purchase commercial inventory in
               national broadcast and cable network game telecasts in the United
               States of at least $2,500,000 (gross) with respect to each
               subsequent Contract Year.

          (b)  With respect to commercial inventory in NBA-related programming
               (including television, radio, Internet and print media) that NBAP
               sells and Inside Stuff Magazine ("NBAP Controlled Media") in the
               United States, LICENSEE shall purchase $500,000 (less advertising
               agency commissions not to exceed 15%) with respect to each
               Contract Year (including at least one (1) page of advertising in
               each issue of Inside Stuff Magazine); provided, however, that in
               the event that LICENSEE pays NBAP combined royalties of
               $5,000,000 or more with respect to Licensed Products sold in the
               United States and Canada for any Contract Year, LICENSEE shall
               purchase NBAP Controlled Media in the United States of at least
               $750,000 (net) with respect to each subsequent Contract Year
               (including at least one (1) page of advertising in each issue of
               Inside Stuff Magazine).

          (c)  With respect to events, ceremonies, activities, competitions or
               programs conducted by NBAP in the United States and Canada (e.g.,
               Jam Session, grass roots programs) ("NBAP Events and Programs")
               (to be selected mutually by LICENSEE and NBAP), LICENSEE shall
               provide NBAP in cash and/or product, in exchange for appropriate
               recognition and exposure, with (i) $200,000 for Contract Year,
               (ii) $250,000 for Contract Year 2, (iii) $300,000 for Contract
               Year 3 and (iv) $350,000 for Contract Year 4.


                                       11
<PAGE>

          (d)  On or before the June 15 prior to a Contract Year, NBAP shall
               provide LICENSEE with a reasonable selection of inventory and/or
               sponsorship opportunities with respect to NBA Controlled Media
               and NBAP Events and Programs that are available to LICENSEE for
               such Contract Year together with the corresponding prices and/or
               fees for such inventory and/or sponsorship opportunities. If,
               within thirty (30) business days of receipt by LICENSEE of such
               list, LICENSEE does not provide NBAP with written confirmation of
               its selection of NBAP Controlled Media and NBAP Events and
               Programs in amounts sufficient to satisfy LICENSEE's obligations
               under Paragraph J.2.(b) and (c), then (i) NBAP shall not be
               obligated to reserve for LICENSEE for such Contract Year any
               particular NBAP Controlled Media for NBAP Events and Programs
               (other than the inventory and/or sponsorship opportunities
               selected during such 30~ay period) and (ii) LICENSEE shall
               satisfy its remaining obligations under Paragraph J.2(b) and (c)
               with respect to NBA Controlled Media and NBAP Events and Programs
               for such Contract Year from any inventory and/or sponsorship
               opportunities made available to LICENSEE by NBAP for such
               Contract Year.

          (e)  Without limiting the effect of any provision of this Paragraph J,
               each Contract Year, LICENSEE shall support LICENSEE's
               distribution and sale of Licensed Products with advertising and
               marketing materials distributed within the Territory (e.g.,
               purchased during NBA game telecasts or in NBAP Controlled Media)
               worth not less than $2,000,000 (based on the actual cost incurred
               by LICENSEE to create and distribute such advertising and
               marketing materials). For purposes of this subparagraph,
               "advertising and marketing materials" shall include television
               commercials, print advertisements, outdoor boards, wall murals,
               point-of-purchase displays and other forms of media advertising
               or marketing. In order to be counted against LICENSEE's
               obligation under this subparagraph (e), any such materials must
               (i) advertise or promote one or more Licensed Marks (in equal or
               greater prominence than the "Starter" brand), (ii) not indicate
               or depict any brand other than "Starter" or any other sport or
               trademark, and (iii) be approved by NBAP prior to execution by
               LICENSEE.

K.   MEDIA ADVERTISING RIGHTS:

     1.   LICENSEE shall not use any photograph or footage incorporating,
          displaying or depicting a Licensed Mark ("NBA Photo or Footage") for
          any purpose other than for advertising and promoting Licensed
          Products.

     2.   Unless otherwise approved by NBAP, any game action NBA Photo or
          Footage must be obtained from NBAP or NBA Entertainment, Inc.
          ("NBAE"). LICENSEE shall not be charged any fee (other than NBAE's
          search and edit charges and other out-of-pocket expenses) for NBA
          Photo or Footage obtained from NBAP or NBAE and used by LICENSEE in
          connection with an advertisement or promotion for Licensed Products so
          long as any such advertisement or promotion has been approved by NBAP.

L.   TEAM ASSIGNMENTS:

     1.   Set forth on Schedule A hereto (as such Schedule may be amended from
          time to time in accordance with this Paragraph L or as the parties may
          otherwise agree) are Licensee's Teams with respect to each Contract
          Year.

     2.   (a)  During the Term, NBAP shall have the right to assign to LICENSEE
               (with LICENSEE's consent) either a Team other than one of the
               twenty-nine Teams in existence as of the execution date of this
               Agreement (an "Expansion Team") or a


                                       12
<PAGE>

               Team assigned initially to another NBAP licensee with rights to
               manufacture Pro-Cut and Authentic products (an "Available Team").
               LICENSEE shall notify NBAP as to whether it consents to such
               proposed assignment within fifteen (15) days of LICENSEE's
               receipt of written notice from NBAP advising LICENSEE of the
               availability of such Expansion Team and/or Available Team. In the
               event of any such assignment, the following modifications shall
               be made to LICENSEE's obligations hereunder for each Expansion
               Team and/or Available Team that becomes one of Licensee's Teams,
               commencing with the first Contract Year in which such Expansion
               Team and/or Available Team becomes a Licensee Team and continuing
               through the Term:

               (i)  LICENSEE shall make available the team marketing and
                    sponsorship arrangements described n Paragraph I.1 above to
                    each such Expansion Team and/or Available Team in accordance
                    with the terms set forth in such Paragraph;

               (ii) LICENSEE shall (x) supply such Expansion Team and/or
                    Available Team with On-Court Licensed Products and
                    Ballperson Licensed Products in accordance with Paragraph D
                    and (y) offer, manufacture, distribute and/or sell (as the
                    case may be) to retail accounts On-Court Licensed Products
                    and Ballperson Licensed Products with respect to such
                    Expansion Team and/or Available Team in accordance with
                    Paragraph E; and

              (iii) the applicable Annual Fees set forth in Paragraph J.1 shall
                    be increased by 10% per Expansion Team and/or Available Team
                    (e.g., if one Expansion Team and one Available Team become
                    Licensee Teams in Contract Year 2, the Annual Fee for
                    Contract Year 2 (and for all remaining Contract Years) will
                    be 120% of the amount set forth in Paragraph J.1).

          (b)  In the event that LICENSEE does not timely consent to a proposed
               assignment by NBAP to LICENSEE of an Expansion Team and/or
               Available Team in accordance with subparagraph (a), then NBAP
               shall be free to assign such Expansion Team and/or Available Team
               to another company.

M.   MISCELLANEOUS:

     1.   (a)  In the event that, during the Term, LICENSEE takes any
               action, or causes any NBA player to take any action, that would
               cause or induce any such player to "opt-out" of the Group License
               Agreement between NBAP and the National Basketball Players
               Association ("NBPA") (or its successor), or that would otherwise
               cause or induce any such player to materially breach the
               Collective Bargaining Agreement between the NBA and NBPA in
               effect as of the date hereof, or any successor collective
               bargaining agreement between the NBA and NBAP (or its successor),
               or any NBA Uniform Player Contract, NBAP shall have the right to
               terminate this Agreement upon written notice to LICENSEE. Such
               termination shall be effective at the conclusion of the
               then-current Contract Year, or at such earlier time as NBAP and
               LICENSEE may agree. In the event that this Agreement is
               terminated pursuant to this Paragraph, LICEMSEE shall (i) cease
               from manufacturing, distributing and selling Licensed Products,
               (ii) have no right to use the Licensed Marks or Licensed
               Attributes in the Territory, and (iii) remain responsible to NBAP
               for any royalties relating to Met Sales on Licensed Products.
               Nothing contained in this Paragraph M.1(a) shall affect, or be
               deemed to affect, (i) any right of any individual NBA player to
               "opt-out" of the Group License Agreement, or any successor group
               licensing agreement between NBAP or the NBA and the NBAP (or its
               successor), in accordance with the terms of such Agreement or
               successor agreement, or (ii) any rights NBAP, the NBA or an NBA


                                       13
<PAGE>

               team may have be contract or law against a player for breach of
               contract or against LICENSEE for causing or inducing a breach of
               contract.

          (b)  In the event that (x) LICENSEE knows or reasonably should know
               that an NBA player who has entered into an endorsement agreement
               with LICENSEE (an "Endorser") is considering "opting out" of the
               Group License Agreement, or any successor group licensing
               agreement between NBAP or the NBA and the NBPA (or its
               successor), with respect to any product (other than footwear)
               that LICENSEE, is supplying, distributing or selling, in
               accordance with the terms of the Group License Agreement (or
               successor agreement) or (y) NBAP requests LICEMSEE to encourage
               an Endorser not to "opt-out" of such Group License Agreement (or
               successor agreement) with respect to any such product, then
               LICENSEE shall use its best efforts to encourage such Endorser
               not to "opt-out" with respect to such product (by communicating
               promptly with such Endorser for the purpose of encouraging him
               not to "opt-out") and, if NBAP requests LICENSEE to do so
               LICENSEE shall advise NBAP as to who encouraged such Endorser and
               when such encouragement was provided.

          (c)  LICENSEE shall use its best efforts to encourage any Endorser who
               has "opted-out" or who "opts-out" of the Group License Agreement
               (or any successor group licensing agreement between NBAP or the
               NBA and the NBAP (or its successor)) with respect to any product
               (other than footwear) that LICENSEE is supplying, distributing or
               selling, by reason of a provision contained in any agreement such
               Endorser has entered into with LICENSEE, to participate in such
               group licensing agreement with respect to such product (by
               communicating with such Endorser for the purpose of encouraging
               him to so participate) and, if NBAP requests LICENSEE to do so,
               LICENSEE shall advise NBAP as to who encouraged such Endorser and
               when such encouragement was provided. NBAP shall advise LICENSEE
               as to which Endorsers have "opted-out" as of the date of this
               Agreement with respect to any such product and LICENSEE shall
               confirm that it will not object to the participation of such
               Endorsers in the Group License Agreement, or any successor group
               license agreement between NBAP or the NBA and the NBPA (or its
               successor) in accordance with the terms of such Agreement or
               successor agreement, with respect to any such product.

          (d)  LICENSEE shall not take any action to cause or induce any
               Endorser or NBA player who plays for a Team that is not a
               Licensee Team (i) to wear or use any apparel or accessory
               products and/or (ii) not to wear any On-Court products
               manufactured by an NBAP licensee other than LICENSEE, in either
               case, during a Team game (including warm-up periods, going to and
               from the locker room to the playing floor and pre- and post-game
               media sessions) or a Team practice. LICENSEE shall not
               intentionally obscure, alter or replace any brand identification
               of any company on any On-Court product or intentionally add any
               signage to any On-Court product depicted in any NBA Photo or
               Footage used by LICENSEE in connection with any product or with
               any advertising or promotional material (it being understood that
               this provision shall not restrict LICENSEE from using NBA Photos
               or Footage in which an entire player is obscured in accordance
               with NBAP rules or in which such brand identification is not
               visible because of the angle at which such NBA Photos or Footage
               are taken).

          (e)  NBAP agrees that the obligations and covenants set forth in this
               Paragraph M.1 shall be required of any other company licensed by
               NBAP to manufacture On-Court and Authentic licensed products.




                                       14
<PAGE>

     2.   (a)  NBAP shall not authorize any company to provide any NBA
               players on any of Licensee's Teams with any brand identified
               (other than LICENSEE brand identified) athletic apparel for use
               by such players during a Team game (including warm-up periods,
               going to and from the locker room to the playing floor and pre-
               and post-game media sessions) or a Team practice.

          (b)  NBAP shall not take any action to cause or induce any NBA player
               who plays for one of Licensee's Team (i) not to wear any On-Court
               Licensed Product or (ii) to obscure, alter or replace in any way
               LICENSEE's brand identification on any On-Court Licensed Product
               or to add signage to any On-Court Licensed Product.

          (c)  NBAP shall not authorize any NBAP sponsor or licensee to
               intentionally obscure, alter or replace LICENSEE's brand
               identification on any On-Court Licensed Product or intentionally
               add any signage to any On-Court Licensed Product depicted in any
               NBA Photo or Footage used by such sponsor or licensee in
               connection with any product or with any advertising and
               promotional material (it being understood that this provision
               shall not restrict any such sponsor or licensee from using NBA
               Photos or Footage in which an entire player is obscured in
               accordance with NBAP rules or in which such brand identification
               is not visible because of the angle at which such NBA Photos or
               Footage are taken).

          (d)  NBAP shall not authorize any company (other than LICENSEE) to
               provide apparel to people gathered at media sessions arranged by
               one (1) of Licensee's Teams at a venue that the Team or NBAP
               controls.

     3.   LICENSEE shall use its best efforts to secure the services of NBA
          players as Endorsers and to use Endorsers to promote the sale of
          Licensed Products.

     4.   NBAP shall, at no charge to LICENSEE, provide LICENSEE with twenty
          (20) tickets per event to all major, public NBA-sponsored events
          conducted during the NBA All-Star Weekend held each Contract Year for
          use by trade or by LICENSEE's personnel, it being understood that no
          such ticket may be used as a sweepstakes prize or for other
          promotional purposes without NBAP's written consent.


AGREED TO AND ACCEPTED:                 AGREED TO AND ACCEPTED:

STARTER CORPORATION                     NBA PROPERTIES, INC.

By: /s/unrecognizable                   By: /s/unrecognizable
    -----------------------                 --------------------------

Date: 1/22/97                           Date: 1/23/97
      ---------------------                   ------------------------











                                       15
<PAGE>

                       NBAP STANDARD TERMS AND CONDITIONS

1.   ADDITIONAL DEFINITIONS

     For the purposes of this Agreement:

     (a)  "Contract Year" shall mean a twelve (12) month accounting period
          commencing August 1,1997 and concluding July 31.

     (b)  "Counterfeit Goods" shall mean and include: (i) goods that bear any
          NBA Mark that has been reproduced and/or affixed without authorization
          from NBAP; (ii) goods that bear any NBA Mark produced by any source in
          excess of an amount ordered by an NBAP licensee; and (iii) goods that
          bear any NBA Mark that have been rejected by NBAP or an NBAP licensee
          and nevertheless enter the stream of commerce.

     (c)  "Diverted Goods" shall mean and include any goods produced by someone
          acting on behalf of an NBAP licensee, which goods are not delivered by
          the producer to such licensee or to a person designated by such
          licensee to receive such goods.

     (d)  "Net Sales" shall mean the amount of the gross sales of a Licensed
          Product by LICENSEE, after deducting any bona-fide credit or
          adjustment for returns actually made and volume discounts actually and
          customarily given to the trade (such discounts may not exceed ten
          percent (10%) of the gross sales for the applicable accounting
          period). In computing Net Sales, no direct or indirect expenses or
          costs incurred in connection with paying royalties due under this
          Agreement (including transferring funds or royalties or converting
          currency into U.S. dollars) or manufacturing, selling, distributing,
          importing or advertising (including cooperative and other advertising
          and promotion allowances) the Licensed Products shall be deducted, nor
          shall any deduction be made for uncollectible accounts, cash
          discounts, early payment discounts, discounts relating to advertising,
          mark-down allowances or other allowances. Met Sales resulting from
          sales to any party directly or indirectly related to or affiliated
          with LICENSEE (a "Related Transaction") shall be computed based on
          regular selling prices to the trade. If such related party or
          affiliate is a reseller to the trade of the Licensed Products, the
          sales price for purposes of determining Met Sales of a Related
          Transaction shall be the higher of the sales price to the related or
          affiliated party or the sales price charged to the trade by such
          related or affiliated party. If a purchaser from LICENSEE purchases
          FOB the manufacturing source or participates in other arrangements
          which result in such purchaser paying less for the Licensed Products
          than LICENSEE's regular selling prices to the trade, Met Sales with
          respect to any such transaction shall be computed based on the regular
          selling prices to the trade.

     (e)  "Parallel Goods" shall mean and include Licensed Products transferred
          outside of the Territory or brought into the Territory in violation of
          this Agreement.

     (f)  "Premium" shall mean anything given free or sold at substantially less
          than its usual selling price (but does not include sales made pursuant
          to periodic price reductions resulting from "specials," "sales," or
          volume pricing discounts) for the purpose of increasing the sale of,
          or publicizing, any product or service, or other giveaway or
          promotional purpose. Other giveaway or promotional purposes include,
          but are not limited to, self-liquidating offers, uses of Licensed
          Products as sales force or trade incentives and sales of Licensed
          Products through distribution schemes involving earned discounts or
          "bonus" points based on the consumer's use of the offeror's product or
          service.

     (g)  "Standard weight" means a garment weight of less than 5.5 oz. in the
          case of non-fleece items and less than 10.5 oz. in the case of fleece
          items.

2.   TEAM REPRESENTATION; LIMITATIONS ON LICENSE

     Except as provided herein or as otherwise approved in writing by NBAP, each
     Licensed Product must be manufactured and offered for sale on LICENSEE's
     standard terms in a version for each Member Team. LICENSEE acknowledges
     that, unless the NBA Logo is specifically contained in the definition of
     Licensed Marks above, no license is granted for



                                       16
<PAGE>

     the use of the NBA Logo except insofar as the NBA Logo is embodied in the
     NBA "Official Licensed Product" logo. If LICENSEE is licensed to use the
     NBA Logo under this Agreement and if this Agreement includes the right to
     manufacture apparel products, the NBA Logo may, unless otherwise specified
     on the first page of this Agreement, be used only on products sold under
     LICENSEE's highest priced brand and must be embroidered on all apparel
     products sold under LICENSEE's highest priced brand (other than
     non-embroidered T-shirts and fleece). The NBA Logo may only be in
     combination with the Marks of one (1) or more Member Teams (i.e., the NBA
     Logo may not be used by itself), which must be shown with equal or greater
     prominence than the NBA Logo. All designs of the Licensed Products using
     the Licensed Marks, including any packages, containers or tags, shall be
     subject to NBAP's prior written approval and shall be used solely in
     furtherance of this Agreement, and such designs will not be used in any
     other respect by LICENSEE nor will LICENSEE authorize any third party to
     use such designs. Notwithstanding the foregoing, NBAP acknowledges that
     LICENSEE may hold other licenses pursuant to which LICENSEE manufactures,
     distributes or sells products similar in design to the Licensed Products
     and nothing in this Agreement is intended to prohibit LICENSEE's
     manufacture, distribution or sale of such products not bearing or relating
     to the Licensed Marks.

3.   STATEMENTS AND PAYMENTS; REPORTING

     (a)  Statement and Payments: By the fifteenth (15th) day following the end
          of each month, LICENSEE shall furnish NBAP with a statement of
          estimated total gross sales for the preceding month, and within thirty
          (30) days following the end of each month shall furnish (on forms
          provided by or approved by NBAP) full and accurate statements (on a
          country-by-country and unit basis, if more than one country is
          contained within the definition of the Territory), certified by an
          officer of LICENSEE, showing all information relating to the
          calculation of Met Sales for the preceding month. Simultaneously with
          the submission of such full statement, LICENSEE shall make all
          combined royalty and advertising and promotion payments required under
          this Agreement for the applicable month. The minimum amount of each
          monthly payment with respect to each Licensed Product category shall
          be the amount which, when added to payments previously made for the
          Contract Year with respect to such Licensed Product category, shall
          equal one-twelfth (8.34%) of the Minimum Guarantee for such Licensed
          Product category for such Contract Year required under Paragraph G
          above, multiplied by the number of calendar months of such Contract
          Year that have then elapsed. Aggregate royalties and any advertising
          and promotion payments paid each Contract Year may exceed the Minimum
          Guarantee for such Contract Year. Such monthly statements shall be
          furnished and the required payments made by LICENSEE whether or not
          there are any Met Sales for that month. LICENSEE shall not deduct or
          withhold any amounts by reason of any tax (including any taxes imposed
          on NBAP); any applicable tax on the distribution and sale of the
          Licensed Products shall be borne, and paid directly, by LICENSEE. In
          order to avoid the imposition of foreign withholding taxes on NBAP,
          all payments shall be in U.S. dollars, from a U.S. source approved by
          NBAP. All computations and payments shall be in U.S. dollars, at the
          spot rate for the local currency as published in the Wall Street
          Journal for the last business day of the preceding month. If LICENSEE
          shall fail to timely pay any amount due under this Paragraph, LICENSEE
          shall pay interest on such amount at a rate equal to the lesser of (i)
          three percent (3%) per annum over the highest prime rate (announced by
          Chase Bank, Mew York branch) prevailing during the period between the
          date the payment first became due and the date such payment is
          actually paid or (ii) the highest rate permitted by law during the
          period between the date the payment first became due and the date such
          payment is actually paid. The receipt or acceptance by NBAP of any of
          the statements furnished or royalties paid by LICENSEE (including the
          cashing of any royalty checks) shall not preclude NBAP from
          questioning their accuracy at any time,



                                       17
<PAGE>

          auditing LICENSEE's books and records pursuant to Paragraph 12 or
          claiming any shortfall in combined royalty and advertising and
          promotion payments. In order to assist with NBAP's annual budget
          process, by April 15 of each Contract Year, LICENSEE shall deliver a
          statement detailing LICENSEE's projections for sales of each Licensed
          Product for the following Contract Year, broken down on a quarterly
          basis. If LICENSEE fails to comply with the reporting requirements
          contained in this Paragraph, NBAP may charge LICENSEE, as liquidated
          damages, two thousand U.S. dollars (USD 2,000) for each instance of
          non-compliance with this Paragraph.

     (b)  Cross Collateralization: Any combined royalty payment for a unit of
          Licensed Product sold shall only be applied against the Minimum
          Guarantee for such Licensed Product for the Contract Year in which the
          unit of such Licensed Product was sold (i.e., any shortfall in, or
          payment in excess of, the Minimum Guarantee for a Contract Year may
          not be offset or credited against the Minimum Guarantees for any other
          Contract Year, against any other Licensed Product or against any other
          NBA license held by LICENSEE). If Minimum Guarantees are stated
          separately for different categories of Licensed Products (or for
          different countries within the Territory), royalty payments resulting
          from Met Sales of a category of Licensed Product (or from Met Sales of
          a country) shall be applied only against the Minimum Guarantee for
          such category of Licensed Product (or against the Minimum Guarantee
          for such country).

4.   NON-RESTRICTIVE GRANT; RIGHTS RESERVED

     Nothing in this Agreement shall prevent NBAP from granting any other
     licenses and rights. All rights not specifically granted in this Agreement
     are expressly reserved by NBAP. No right of renewal or option to extend is
     granted or implied and LICENSEE shall have no right to continue
     manufacturing or selling Licensed Products or to continue holding itself
     out as a licensee of NBAP after the expiration or termination of this
     Agreement except as provided in Paragraph 14.

5.   PREMIUMS

     Licensed Products shall not be used as a Premium without the prior written
     approval of NBAP in each instance and unless specifically authorized
     pursuant to a separate agreement with NBAP. Nothing in this Agreement shall
     prohibit LICENSEE from marketing Licensed Products using creative
     techniques consistent with industry practice, including, but not limited
     to, periodic "specials," "sales," or volume discount prices, so long as all
     receipts are accounted for in Met Sales and in accordance with this
     Agreement.

6.   GOODWILL

     LICENSEE recognizes that (i) a portion of the value of the NBA Marks is
     attributable to goodwill, (ii) the goodwill attached to the NBA Marks
     belongs exclusively to NBAP, the NBA and its Member Teams and (iii) such
     NBA Marks have secondary meanings in the minds of the public. LICENSEE
     shall not, during the Term or thereafter, challenge (y) the property rights
     of the Member Teams, whether severally owned or held in association as the
     NBA, or NBAP's property rights, in and to NBA Marks, or (z) the validity,
     legality or enforceability of this Agreement.

7.   PROTECTION OF RIGHTS

     (a)  Unauthorized Activities: LICENSEE shall promptly notify NBAP in
          writing of any infringements of the Licensed Marks, Licensed
          Attributes or the Licensed Products or the sale of any Licensed
          Products outside the Territory (e.g., unauthorized
          importation/exportation of goods) which may come to LICENSEE's
          attention. NBAP shall have the sole right to determine whether or not
          any action shall be taken on account of any such infringement or
          unauthorized importation/exportation. LICENSEE agrees not to contact
          any third party, not to make any demands for claims and not to
          institute any suit or action on account of such infringement or
          unauthorized importation/exportation without obtaining the express
          prior written permission of NBAP in each instance.

     (b)  Assistance in Protecting Marks: LICENSEE shall cooperate to the
          fullest extent necessary to assist NBAP in the protection of the
          rights of NBAP. the NBA and the


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<PAGE>

          Member Teams in and to the Licensed Marks and Licensed Attributes.
          NBAP shall reimburse LICENSEE for any reasonable out-of-pocket costs
          actually incurred by LICENSEE in providing such cooperation and
          assistance. LICENSEE shall cooperate with NBAP in its enforcement
          efforts, including being named by NBAP as a complainant in any action
          against an infringer. LICENSEE shall pay to NBAP, and waives all
          claims to, all damages or other monetary relief recovered in any such
          NBAP-initiated action by reason of a judgment or settlement (other
          than for reasonable attorneys' fees and expenses incurred at NBAP's
          request) whether or not such damages or any part of such damages
          represent or are intended to represent injury sustained by LICENSEE.

     (c)  Ownership of Marks: LICENSEE acknowledges that, based on NBAP's
          representations and warranties, NBAP and/or the Member Teams are the
          exclusive owners of the Licensed Marks. Any intellectual property
          rights in the Licensed Marks that may accrue to LICENSEE shall inure
          to the benefit of NBAP and shall be assigned to NBAP upon its request.
          Any copyright, trademark or service mark used or procured by LICENSEE
          with respect to or involving the Licensed Marks, derivations or
          adaptations of the Licensed Marks, or any word, symbol or design which
          is similar to the Licensed Marks so as to suggest association with or
          sponsorship by the NBA, one of its Member Teams or any of their
          affiliates, shall be procured for the benefit of and in NBAP's name,
          but at LICENSEE's expense, notwithstanding their creation by LICENSEE.
          LICENSEE shall take all necessary steps to secure an assignment to
          NBAP of the copyright from a creator of work that is not
          work-for-hire. Any copyright, trademark or service mark affecting or
          relating to the Licensed Marks already procured or applied for shall
          be assigned to NBAP. Notwithstanding the foregoing, LICENSEE shall not
          be prohibited from obtaining copyright protection, in its name, with
          respect to graphic designs/background presentations that do not
          specifically incorporate the Licensed Marks but are used in
          combination with the Licensed Marks on the Licensed Products as well
          as on merchandise produced under license from third parties (e.g. NFL,
          MLB or NHL licensed product). LICENSEE shall supply NBAP with any
          necessary supporting materials required to obtain copyright or
          trademark registrations of any copyrights or trademarks required to be
          assigned to NBAP under this Agreement.

     (d)  Notices, Labeling and Records: In every instance in which any Licensed
          Mark is used, LICENSEE shall cause to appear on or within each
          Licensed Product sold, by means of a tag, label, imprint or other
          appropriate device, the notice "TM," "[registered mark],"
          "[copyright]" or such other copyright, trademark or service mark
          notices (including the form, location and content of such notices) as
          NBAP may from time-to-time designate. In addition, the following
          general notice (in the English language and the language of the
          country where the Licensed Products will be sold) must be included on
          a label, the packaging material or on a separate slip of paper packed
          with or attached to the Licensed Product:

               "The NBA and individual NBA member team identifications
               reproduced on this product are trademarks and copyrighted
               designs that are the exclusive property of NBA Properties,
               Inc. and the respective NBA member teams and may not be
               used without the written consent of NBA Properties, Inc."

          LICENSEE shall: (i) cause all Licensed Products to bear the NBA
          "Official Licensed Product" logo on either the article or its
          packaging in such place, and in such prominence, as NBAP may designate
          from time-to-time, (ii) faithfully comply with and adhere to NBAP's
          mandatory hologram "Official Licensed Product" identification system
          and Printables Policy (if applicable), or such other shipment
          tracking, identification and anti-counterfeiting systems, tags and
          labels that NBAP may establish from time-to-time, (iii) unless
          approved in writing by NBAP, not cross-license or otherwise use other
          licensed properties or other Marks with the Licensed Products or
          Licensed Marks and (iv) keep appropriate records, and advise NBAP, of
          the date when each of the Licensed Products is first placed on sale or
          sold in each country of the Territory and the date of


                                       19
<PAGE>

          first use in each country of each different Licensed Mark on the
          Licensed Products and any promotional or packaging materials.

     (e)  Recordation and Registered User Applications: With respect to those
          countries in which LICENSEE may distribute and which require
          applications to register LICENSEE as a permitted or registered user of
          the Licensed Marks, or which require the recordation of this
          Agreement, LICENSEE shall execute and deliver to NBAP such
          applications, agreements or other documents as may be necessary. In
          such event, this Agreement rather than such agreements will govern any
          disputes between LICENSEE and NBAP, and when this Agreement expires or
          is terminated, any such other agreement shall also be deemed expired
          or terminated.

     (f)  LICENSEE Trade Names and Trademarks: LICENSEE shall permanently affix
          labeling on each Licensed Product or its packaging, indicating its
          name, trade name and address so that the public can identify the
          supplier of the Licensed Product. Prior to any distribution or sale of
          any Licensed Products, LICENSEE shall advise NBAP in writing of
          LICENSEE's trade names or trademarks used on Licensed Products and the
          proposed placement of such trade names and trademarks on the Licensed
          Products. LICENSEE shall only sell Licensed Products under mutually
          agreed upon trade names or trademarks and with approved copyrighted
          designs, shall not incorporate the Licensed Marks into LICENSEE's
          corporate or business name or trademark in any manner whatsoever and
          shall place its trade names and trademarks on Licensed Products only
          as approved by NBAP. All apparel products sold under this Agreement
          must bear permanently affixed neck or other labels with one of
          LICENSEE's NBA-approved trade names or trademarks. As requested by
          NBAP, LICENSEE shall supply NBAP, in advance of shipping any Licensed
          Products, with at least twelve (12) copies of each type of its hang
          tags, labels and other markings of origin for use in identifying and
          authenticating Licensed Products in the marketplace. LICENSEE shall
          not use, whether during or after the Term, any Marks: (i) in
          connection with the Licensed Marks without NBAP's authorization, (ii)
          confusingly-similar to the Licensed Marks, or (iii) intended to relate
          or refer to the Licensed Marks, the Member Teams or events involving
          Member Teams.

8.   INDEMNIFlCATIONS

     (a)  LICENSEE shall be solely responsible for, and shall defend, hold
          harmless and indemnify NBAP, NBA Entertainment, Inc. ("NBAE"), the
          NBA, its Member Teams and the NBPA, and their respective affiliates,
          owners, directors, governors, officers, employees and agents
          (collectively "NBA Parties") against, any claims, demands, causes of
          action or damages, including attorneys' fees (collectively, "Claims"),
          arising out of: (i) any act or omission of LICENSEE, (ii) any breach
          of this Agreement by LICENSEE, (iii) any defect (whether obvious or
          hidden and whether or not present in any sample approved by NBAP) in a
          Licensed Product or any packaging or other materials (including
          advertising materials), or arising from personal injury or any
          infringement of any rights of any other person or entity by the
          manufacture, sale, possession or use of Licensed Products or their
          failure to comply with applicable laws, regulations and standards or
          (iv) any claim that the use of any design or other graphic component
          of any Licensed Product (other than the Licensed Marks) violates or
          infringes upon the trademark, copyright or other intellectual property
          rights (including trade dress) of a third party, provided LICENSEE is
          given prompt written notice of and shall have the option to undertake
          and conduct the defense of any such Claim using counsel of its choice.
          If LICENSEE and NBAP agree to representation by counsel of NBAP's
          choice, and is other than LICENSEE's first choice of counsel, NBAP
          shall bear the sole cost of the difference between the billing rate of
          LICENSEE's counsel of choice (of comparable experience, i.e., partner
          rate to partner rate, senior associate rate to senior associate rate,
          etc.) and that of NBAP's designated counsel. In any instance to which
          the foregoing indemnities pertain, NBAP shall cooperate fully with and
          assist LICENSEE in all respects in connection with any such defense.
          LICENSEE shall


                                       20
<PAGE>

          reimburse NBAP for all reasonable out-of-pocket costs actually
          incurred by NBAP in connection with such cooperation and assistance.
          In any instance to which such indemnities pertain, LICENSEE shall not
          enter into a settlement of such Claim or admit liability or fault
          without NBAP's prior written approval. LICENSEE shall obtain and
          maintain product liability insurance providing protection for the NBA
          Parties against any Claims arising out of any alleged defects in the
          Licensed Products or any use of the Licensed Products, in an amount
          and providing coverage satisfactory to NBAP (including the amount of
          the deductible). Such insurance shall be carried by an insurer with a
          rating by A.M. Best & Co. of A-7 or other rating satisfactory to NBAP.
          Such insurance policy shall also provide that NBAP receive written
          notice within thirty (30) days prior to the effective date of the
          cancellation, non-renewal or any material change in coverage. In the
          event that LICENSEE fails to deliver to NBAP a certificate of such
          insurance evidencing satisfactory coverage prior to NBAP's execution
          of this Agreement, NBAP shall have the right to terminate this
          Agreement at any time. Such insurance obligations shall not limit
          LICENSEE's indemnity obligations, except to the extent that LICENSEE's
          insurance company actually pays NBAP amounts which LICENSEE would
          otherwise be obligated to pay NBAP.

     (b)  NBAP shall be solely responsible for, and shall defend, hold harmless
          and indemnify LICENSEE, its directors, officers, employees and agents
          against any Claims arising out of: (i) a claim that the use of the
          Licensed Marks as authorized by this Agreement violates or infringes
          upon the trademark, copyright or other intellectual property rights
          (including trade dress) of a third party in or to the Licensed Marks
          or (ii) any breach of this Agreement by NBAP, provided NBAP is given
          prompt written notice of and shall have the option to undertake and
          conduct the defense of any such Claim using counsel of its choice. In
          any instance to which the foregoing indemnities pertain, LICENSEE
          shall cooperate fully with and assist NBAP in all respects in
          connection with any such defense. NBAP shall reimburse LICENSEE for
          all reasonable out-of-pocket expenses actually incurred by LICENSEE in
          connection with such cooperation and assistance. In any instance to
          which such indemnities pertain, NBAP shall not enter into a settlement
          of such Claim or admit liability or fault without LICENSEE's prior
          written approval.

9.   QUALITY; APPROVALS; SAMPLES

     LICENSEE shall cause the Licensed Products to meet and conform to high
     standards of style, quality and appearance. In order to assure NBAP that it
     is meeting such standards and other provisions of this Agreement, LICENSEE
     shall comply with the following:

     (a)  Pre-Production: Before commercial production and distribution of any
          Licensed Product, LICENSEE shall submit to NBAP all preliminary and
          proposed final artwork, three dimensional models (if any), prototypes,
          mock-ups and pre-production samples of each Licensed Product,
          including all styles, colors and variations, together with its labels,
          tags, cartons and containers (including packaging and wrapping
          materials). All LICENSEE submissions under this Paragraph shall be
          accompanied by forms supplied by NBAP, using one (1) form for each
          submission and filling in all necessary information. NBAP shall
          approve or disapprove in writing all submissions, in its sole
          discretion, before LICENSEE shall be entitled to distribute,
          advertise, use, produce commercial quantities of or sell any item
          relating to any such submission. Any article actually submitted and
          not disapproved within sixty (60) days after receipt by NBAP shall be
          deemed approved. Approval of an article which uses particular artwork
          does not imply approval of such artwork with a different article or of
          such article with different artwork. LICENSEE acknowledges that NBAP's
          approval of an article does not imply approval of any non-NBA
          controlled elements contained in any article. After a sample of an
          article has been approved, LICENSEE shall not make any changes without
          resubmitting the modified article for NBAP's written approval.

     (b)  Production Samples: Before selling or distributing any Licensed
          Product, LICENSEE shall furnish NBAP with, at no charge, for its
          permanent use, two (2) samples of the Licensed Product from the first
          production run of each manufacturer of the Licensed


                                       21
<PAGE>

          Products, including all styles, colors and variations, together with
          its labels, tags, cartons and containers (including packaging and
          wrapping materials). If such samples do not conform to all aspects of
          the Licensed Product as approved or if the quality of such sample does
          not meet the requirements of this Paragraph 9, NBAP shall notify
          LICENSEE and such article shall not be considered a Licensed Product,
          be deemed unapproved and all such articles shall be promptly
          destroyed. LICENSEE shall furnish to NBAP, free of charge, prior to
          the start of each Contract Year, two (2) samples of all home and road
          On-Court products to be made available for the season covered by such
          Contract Year. LICENSEE shall also furnish NBAP, free of charge, with
          any additional pieces of Licensed Product as may reasonably be
          required by NBAP to promote the sale of Official Licensed Products
          (e.g., for NBAP's display room, advertisements, catalogs, mailers,
          product placement and trade shows) or for comparison with earlier
          samples. In addition, LICENSEE shall provide NBAP with any additional
          pieces of Licensed Product as may be required for the permanent use of
          the Member Teams, not to exceed one (1) piece per Member Team. If NBAP
          wishes to purchase Licensed Products for give-away purposes and not
          for resale, LICENSEE shall sell the Licensed Products to NBAP at
          LICENSEE's direct manufacturing cost for such Licensed Products and
          LICENSEE shall not be required to pay royalties on such sales to NBAP
          or incur any costs in shipping such merchandise to NBAP.

     (c)  Rejections and Non-Compliance: The rights granted under this Agreement
          do not permit the sale of "seconds" or "irregulars" except that,
          subject to NBAP's approval in each instance, LICENSEE shall be
          permitted to sell limited quantities of such merchandise through
          LICENSEE's outlet stores or other LICENSEE-controlled outlets (i.e.,
          "First Pick" stores) provided that the merchandise is not an On-Court
          product, that the defect or irregularity does not relate to any
          Licensed Mark or Licensed Attribute, team colors or adversely affect
          the goodwill of the NBA (e.g., merchandise with slight variation in
          sizing or other slight imperfection) and that the merchandise is
          otherwise saleable. All submissions or samples not approved by NBAP
          shall promptly be destroyed by LICENSEE. LICENSEE shall advise NBAP
          regarding the time and place of such destruction (in sufficient time
          to arrange for an NBAP representative to witness such destruction, if
          NBAP so desires) and such destruction shall be attested to in a
          certificate signed by one of LICENSEE's officers and submitted to NBAP
          within fifteen (15) days of the date on which the sample was not
          approved. In the event of LICENSEE's unapproved or unauthorized
          manufacture, distribution, use or sale of any products or materials
          bearing the Licensed Marks or Licensed Attributes, including
          promotional materials, or the failure of LICENSEE to comply with
          Paragraphs 7(d), 7(f), 9 or 11(c), NBAP shall have the right to: (i)
          immediately revoke LICENSEE's rights with respect to any Licensed
          Product licensed under this Agreement, (ii) charge LICENSEE, as
          liquidated damages, two thousand U.S. dollars (USD 2,000) for each
          instance (e.g., per unit) of non-compliance with this Paragraph with
          respect to any article, product or material and/or (iii) at LICENSEE's
          expense, confiscate or order the destruction of such unapproved,
          unauthorized or non-complying products. Such right(s) shall be without
          prejudice to any other rights NBAP may have under this Agreement or
          otherwise.

     (d)  Testing: Both before and after Licensed Products are put on the
          market, LICENSEE shall follow reasonable and proper procedures for
          testing the Licensed Products for compliance with laws, regulations,
          standards and procedures, and shall permit NBAP (upon reasonable
          notice) to inspect its and its authorized manufacturer's testing,
          manufacturing and quality control records, procedures and facilities
          and to test or sample Licensed Products for compliance with this
          Paragraph and the other terms and conditions of this Agreement.
          Licensed Products found by NBAP at any time not to comply with
          applicable laws, regulations, standards and procedures shall be deemed
          unapproved, even if previously approved by NBAP, and shall not be
          shipped unless and until LICENSEE can demonstrate to NBAP's
          satisfaction that such Licensed Products have been brought into full
          compliance.

                                       22
<PAGE>

     (e)  Revocation of Approval: In the event that: (i) the quality, appearance
          or style of any Licensed Product ceases to be acceptable to NBAP, (ii)
          LICENSEE uses the Licensed Marks or Licensed Attributes improperly or
          violates any term of this Paragraph 9 or (iii) NBAP becomes aware of
          an occurrence or factor connected with any such Licensed Product or
          LICENSEE which, in the opinion of NBAP, reflects unfavorably upon the
          professional, business or personal reputation of NBAP, the NBA or any
          of its Member Teams, then, in any such event, NBAP shall have the
          right, in its sole discretion, to withdraw its approval of such
          Licensed Product. In the event of such withdrawal, NBAP shall provide
          immediate written notice to LICENSEE and LICENSEE shall cease the use
          of the Licensed Marks in connection with the sale, distribution,
          advertisement or use of such Licensed Product and such Licensed
          Product shall immediately be withdrawn from the market and destroyed;
          provided, however, that in the event of a revocation of approval
          pursuant to (i) above, NBAP and LICENSEE shall negotiate in good faith
          to provide for a reasonable sell-off period for such Licensed Product
          and an adjustment to the Minimum Guarantee for such Licensed Product.
          Within ten (10) days after LICENSEE's receipt of such notice, LICENSEE
          shall pay all combined royalty and advertising and promotion payments
          and Minimum Guarantees due NBAP with respect to sold Licensed Product
          for which approval has been revoked. If there are other Licensed
          Products for which approval has not been withdrawn under this
          subparagraph, then this Agreement shall remain in full force and
          effect as to such other Licensed Products. LICENSEE shall notify NBAP
          in writing of any Licensed Products deleted from its product lines.

10.  PROMOTIONAL MATERIAL

     LICENSEE shall not use the Licensed Marks or Licensed Attributes, or any
     reproduction of the Licensed Marks or Licensed Attributes in any
     advertising, promotion or display material or in any other manner
     whatsoever without prior written approval from NBAP. Under no circumstance
     will "lotteries," "games of chance" or any other type of promotion which
     NBAP believes reflects unfavorably upon the NBA or its Member Teams be
     appr6ved. All copy and material depicting or using the Licensed Marks or
     Licensed Attributes (including display and promotional material, catalogs
     and press releases) shall be submitted for approval well in advance of
     production (but in no event less than ten (10) business days prior to the
     start of commercial production) to allow adequate time for NBAP, in its
     sole discretion to approve, disapprove or comment upon such materials and
     for any required changes to be made. By way of example, no television or
     cinema advertising containing any Licensed Mark may be used unless it has
     been approved in all stages (i.e., storyboard, production "rough-cut" and
     final version). Unless otherwise approved by NBAP, any NBA game action
     photographs or footage that LICENSEE uses in connection with the Licensed
     Products must be obtained from NBAE and shall be subject to NBAE's search
     and edit charges and any applicable use fee. Any promotional material
     submitted that is not approved or disapproved by NBAP within thirty (30)
     days of its receipt by NBAP shall be deemed approved by NBAP.

11.  DISTRIBUTION; COMPLIANCE

     (a)  LICENSEE shall use its best efforts to distribute and sell, within and
          throughout the Territory, the Licensed Products in such manner as may
          be required to meet competition by reputable manufacturers of similar
          articles. In any ninety (90) day period in which LICENSEE fails to
          sell or distribute Licensed Products in reasonable commercial
          quantities, LICENSEE shall be deemed not to have used its best
          efforts. LICENSEE shall make and maintain adequate arrangements for
          the distribution and timely delivery of Licensed Products to retailers
          within and throughout the Territory. In the event NBAP advises
          LICENSEE that a special promotional effort is to take place in an
          individual store or chain, LICENSEE shall use its best efforts to sell
          the Licensed Products to said store or chain. In addition, LICENSEE
          shall give the Licensed Products wide distribution and shall not, in
          accordance with the selling practices set forth in this Agreement,
          refrain for any reason from selling Licensed Products to any


                                       23
<PAGE>

          retail outlet within the Territory that may desire to purchase
          Licensed Products and whose credit rating and marketing image warrants
          such sale.

     (b)  If LICENSEE desires to have a third party manufacture any Licensed
          Product, LICENSEE must first notify NBAP of the name and address of
          such third party and of the Licensed Product LICENSEE desires such
          third party to manufacture. Attached as Schedule E is a true and
          complete list of all third party manufacturers currently authorized by
          NBAP. NBAP shall have the right, in its sole discretion, to withhold
          approval of any third party manufacturer NBAP believes to be engaged
          in unauthorized distribution of merchandise or other unethical
          business practices. If NBAP grants approval for such third party
          manufacturer, it may grant such approval pursuant to an agreement (on
          a form supplied by NBAP) to be entered into prior to such manufacture
          among NBAP, LICENSEE and such manufacturer which will, among other
          things, require that the third party manufacturer be subject to all of
          the terms and conditions of this Agreement. If NBAP does not require
          the third party to enter into a separate agreement, LICENSEE must
          provide NBAP with a copy of its agreement with the third party, which
          agreement must provide that it is subject to this Agreement. If any of
          LICENSEE's authorized manufacturers uses the Licensed Marks or
          Licensed Attributes for any unauthorized purpose, LICENSEE shall be
          responsible for, and shall cooperate fully and use its best efforts in
          stopping, such unauthorized use. Any change by LICENSEE from a third
          party manufacturer previously approved by NBAP shall require approval
          in accordance with this Paragraph.

     (c)  LICENSEE understands and acknowledges the meanings of "Counterfeit
          Goods," "Diverted Goods" and "Parallel Goods" as set forth in
          Paragraph 1 above and LICENSEE shall use all commercially reasonable
          means to prevent the creation of any such goods by its employees,
          agents, representatives or any others operating under its direction,
          supervision or control and involving the NBA Marks. LICENSEE shall
          stamp on all invoices a prominent legend that states: "NBA Official
          Licensed Product may only be sold within the United States [or Canada]
          and only direct to the consumer." LICENSEE shall periodically, and at
          the request of NBAP, inquire of its authorized manufacturers, agents
          and customers as to whether they are observing territorial limits and
          shall periodically report in writing to NBAP the results of such
          inquiries. LICENSEE shall notify NBAP of all orders from, or on behalf
          of. a customer who LICENSEE knows (or has reason to know after having
          made reasonable inquiry) is located outside the Territory or intends
          to resell the Licensed Products outside the Territory. If LICENSEE
          knows or has reason to know that any Licensed Product sold by LICENSEE
          is resold outside the Territory, LICENSEE shall compensate NBAP for
          the injury to its licensing and distribution program and shall pay all
          costs and expenses, including attorney's fees, required to remove such
          goods from the marketplace. Any such monetary damages shall be in
          addition to, and not in lieu of, such other rights and relief
          (including injunctive relief) as may be available to NBAP. LICENSEE
          shall incorporate within its contracts of sale or sales orders a
          provision similar in substance to this subparagraph and which provides
          that the obligations set forth in this subparagraph shall be a
          continuing obligation on the re-sale of the Licensed Products to
          subsequent authorized wholesale purchasers and which makes NBAP a
          third party beneficiary of such provision.

     (d)  In the event LICENSEE sells or distributes other licensed merchandise
          of a similar grade or quality as the Licensed Products, but which do
          not bear any of the Licensed Marks, LICENSEE will not discriminate, in
          a manner which adversely impacts the Licensed Products, in the
          granting of commissions and discounts to salesmen, dealers and
          distributors between the Licensed Products and the licensed products
          of any third party. LICENSEE may not package the Licensed Products in
          combination with other products, whether similar or different, without
          the prior written approval of NBAP. In the event that NBAP believes in
          good faith, based upon review of LICENSEE's royalty statements or
          records and generally accepted accounting principles within the
          industry,


                                       24
<PAGE>

          that LICENSEE has employed selling or reporting methods designed to
          circumvent or reduce the royalty or other payment or reporting
          obligations contained in this Agreement, NBAP may, in addition to any
          other rights and remedies it may have, at its option and upon fifteen
          (15) days' prior written notice, adjust the minimum royalty per unit.

     (e)  LICENSEE shall at all times conduct all aspects of its business in a
          fair and reasonable manner and in compliance with all shipment
          tracking, identification and anti-counterfeiting systems and labels
          that NBAP may establish from time to time and all applicable laws,
          government rules and regulations, court and administrative decrees and
          the highest standard of business ethics then prevailing in the
          industry. LICENSEE shall use its commercially reasonable efforts to
          ensure that all retailers and authorized distributors purchasing
          Licensed Products comply with NBAP's anti-counterfeiting systems and
          labels established from time-to-time.

     (f)  It shall be LICENSEE's sole responsibility, at its sole expense, to
          obtain all approvals (including, but not limited to, approvals of
          advertising materials) of all governmental authorities which may be
          necessary in connection with LICENSEE's performance under this
          Agreement.

12.  RECORDS; AUDITS

     LICENSEE shall keep accurate books of account and records covering all
     transactions relating to the license granted in this Agreement (including,
     but not limited to, sales of Licensed Products, purchases and uses of NBA
     hologram hang tags and compliance with shipment tracking, identification
     and anti-counterfeiting systems and labels that NBAP may establish from
     time to time). NBAP and its authorized representatives shall have the
     right, at all reasonable hours of the day and upon reasonable prior notice
     (but not more frequently than twice per Contract Year), to examine and
     audit such books of account and records and all other documents and
     materials in LICENSEE's possession or under its control (including records
     of LICENSEE's parents, subsidiaries, affiliates and third parties, if they
     are involved in activities which relate to this Agreement) relating to this
     Agreement. NBAP shall have free and full access for such purposes and for
     the purpose of making extracts and copies (at its expense except as
     provided below). Should an audit by NBAP establish a deficiency between the
     amount found to be due NBAP and the amount LICENSEE actually paid or
     reported, the LICENSEE shall pay the amount of such deficiency, plus
     interest at the then current prime rate (as announced by Chase Bank, New
     York branch) from the date such amount should have been paid until the date
     of payment. Should such audit establish a deficiency of more than five
     percent (5%), LICENSEE shall also pay for the cost of the audit. LICENSEE
     shall pay such amount within thirty (30) days. All such books of account
     and records shall be kept available for at least two (2) years after the
     expiration or termination of this Agreement, or three (3) years after the
     end of the Contract Year to which they relate, whichever is earlier. In
     order to facilitate inspection of its books and records, LICENSEE shall
     designate a symbol or number which will be used exclusively in connection
     with the Licensed Products on which royalty payments are payable and shall
     maintain for inspection as provided in this Agreement duplicates of all
     billings to customers with respect to Licensed Products. LICENSEE shall,
     within ten (10) business days of NBAP's request (which shall not be made
     more than four (4) times per Contract Year), furnish NBAP with a list of
     LICENSEE's top twenty-five (25) retail accounts for Licensed Products (on a
     country by country basis) and their monthly purchases of Licensed Products
     (broken down by unit sales and in dollar volume by retailer for youth
     (0-20) and adult Licensed Products). LICENSEE shall, promptly upon
     execution thereof, supply NBAP with true and complete copies of any
     agreement it enters into with any Member Team or any NBA player. In
     addition, LICENSEE shall, on a quarterly basis during the Term, provide
     NBAP with copies of either (i) financial information furnished to the
     United States Securities and Exchange Commission or (ii) with all financial
     statements and other financial information prepared by LICENSEE for
     distribution to its banks or other financial lending institutions to whom
     it reports regularly. LICENSEE shall cooperate with NBAP in


                                       25
<PAGE>

     developing an electronic data interchange through which NBAP may access
     LICENSEE's electronic database relating to the manufacture, distribution
     and sale of Licensed Products (such as work-in-process, finished goods on
     hand, orders received, deliveries made and any other on-line information
     relating to the Licensed Products) or developing such other system as will
     enable NBAP to obtain such information or facilitate NBAP's review of
     LICENSEE's graphic designs for Licensed Products.

13.  EARLY TERMINATION

     Without prejudice to any other rights NBAP may have pursuant to this
     Agreement or otherwise, NBAP shall have the right to terminate this
     Agreement at any time if:

     (a)  Within three (3) months from the date that this Agreement is executed
          on behalf of NBAP, LICENSEE shall not have begun the bona-fide
          distribution and sale of each Licensed Product within and throughout
          the Territory in accordance with this Agreement.

     (b)  After three (3) delinquent payments during the Term, LICENSEE shall
          fail to timely remit a royalty payment when due and shall fail to cure
          such non-payment within ten (10) days (ten (10) days for other
          non-payment defaults as well) of its receipt of written notice from
          NBAP.

     (c)  LICENSEE or any guarantor under this Agreement shall be unable to pay
          its liabilities when due, or shall make any assignment for the benefit
          of creditors, or under any applicable law admits in writing its
          inability to meet its obligations when due or commit any other act of
          bankruptcy, institute voluntary proceedings in bankruptcy or
          insolvency or permit institution of such proceedings against it.

     (d)  LICENSEE shall exhibit a pattern of chronic failure to make timely
          delivery of sufficient quantities of the Licensed Products to its
          retail accounts: (i) resulting in the inability of retailers to meet
          consumer demand, or (ii) adversely effecting the goodwill the NBA has
          in its licensing program.

     (e)  LICENSEE shall fail to perform or shall be in breach of any other
          material term or condition of this Agreement; provided, however, that
          if such breach can be cured, termination shall take effect thirty (30)
          days after written notice of such breach is sent by NBAP if such
          breach has not been cured during such thirty (30) day period. However,
          if the breach is curable within a time certain but has not been cured
          within thirty (30) days despite LICENSEE's good faith due diligence,
          NBAP shall in good faith consider extending the cure period for such
          additional period as NBAP deems reasonable in its sole discretion.

     (f)  LICENSEE now or in the future holds a material license from NBAP
          covering any other products or geographic area other than the
          Territory and such license is terminated by NBAP.

     (g)  LICENSEE (i) delivers Licensed Products outside the Territory; (ii)
          sells Licensed Products to a third party who LICENSEE knows, or has a
          reasonable basis to believe, intends to deliver the Licensed Products
          outside the Territory; or (iii) LICENSEE is in breach of Paragraph
          11(c).

     (h)  LICENSEE sells to any third party that LICENSEE knows, or has a
          reasonable basis to believe, is altering or modifying the Licensed
          Products prior to sale to the ultimate consumer.

     In addition to NBAP's other rights and remedies, upon termination of this
     Agreement under this Paragraph LICENSEE shall pay NBAP (within thirty (30)
     days of such termination) the Minimum Guarantees for each Licensed Product
     through the end of the Agreement, less the combined royalties paid to NBAP
     through the date of termination.

14.  DISPOSAL OF STOCK

     Sixty (60) days before the expiration of this Agreement and ten (10) days
     after any termination under Paragraphs 9 or 13, LICENSEE will furnish to
     NBAP a certificate showing the number and description of Licensed Products
     on hand or in process of manufacture After expiration or termination of
     this Agreement, LICENSEE shall have no further right to manufacture,
     authorize any third party to manufacture, advertise, distribute, sell,
     promote or


                                       26
<PAGE>

     otherwise deal in any Licensed Products or use the Licensed Marks except as
     provided below. For a period of one hundred twenty (120) days following the
     expiration (but not after the termination) of this Agreement, LICENSEE may
     sell-off and deliver completed Licensed Products which are on hand at the
     time of such expiration (the "Sell-Off Period"); provided, however that (i)
     the total number of units of each Licensed Product sold during the Sell-Off
     Period may not be greater than one hundred ten percent (110%) of the total
     number of units of such Licensed Product on hand on the same date the
     preceding Contract Year, (ii) such Licensed Products may only be sold in
     accordance with this Agreement, or customary methods of disposal subject to
     the prior approval of NBAP, (iii) all payments then due are first made to
     NBAP and (iv) statements and payments with respect to the Sell-Off Period
     are made in accordance with this Agreement. NBAP shall have the option to
     conduct physical inventories before the expiration of this Agreement until
     the end of the Sell-Off Period in order to verify such inventory and/or
     statements. If LICENSEE refuses to permit such physical inventory,
     LICENSEE shall forfeit its right to dispose of its inventory. After such
     Sell-Off Period, all inventory on hand or in process (including all
     promotional and packaging materials) will be destroyed.

15.  EQUITABLE RELIEF

     LICENSEE acknowledges that NBAP is entering into this Agreement not only in
     consideration of the royalties to be paid, but also for the promotional
     value and intrinsic benefit resulting from the manufacture, advertisement,
     distribution, sale and promotion of the Licensed Products by LICENSEE in
     the Territory. LICENSEE acknowledges that the Licensed Marks and Licensed
     Attributes possess a special, unique and extraordinary character which
     makes difficult the assessment of the monetary damage which NBAP would
     sustain as a result of the unauthorized use of the Licensed Marks or
     Licensed Attributes. LICENSEE further acknowledges that: (i) its failure to
     manufacture, advertise, distribute, sell and promote the Licensed Products
     in accordance with this Agreement, including LICENSEE's failure to satisfy
     its obligation to maintain and not to detract from the value of the
     Licensed Marks, and (ii) the unauthorized use of the Licensed Marks, will,
     in either case, cause immediate and irreparable damage to NBAP for which
     NBAP would not have an adequate remedy at law. Therefore, in the event of a
     breach of this Agreement by LICENSEE, in addition to such other legal and
     equitable rights and remedies as shall be available to NBAP, NBAP shall be
     entitled to injunctive and other equitable relief, without the necessity of
     proving damages or furnishing a bond or other security.

16.  NOTICES

     All notices and statements to be given and all payments to be made under
     this Agreement shall be given or made at the respective address of the
     parties as set forth above, unless notification of a change of address is
     given in writing. Any notice of breach or default must be in writing and
     sent by facsimile, overnight express delivery, or registered or certified
     mail, return receipt requested, properly addressed and stamped. Any written
     notice shall be deemed to have been given at the time it is sent.

17.  NO JOINT VENTURE

     Nothing in this Agreement shall be construed to place the parties in the
     relationship of partners or joint venturers. Neither party shall have the
     power to obligate or bind the other to a third party in any manner
     whatsoever.

18.  ARBITRATION OF CERTAIN MATTERS

     Any dispute or disagreement between the parties relating solely to the
     amount of royalty payments owing under this Agreement shall be settled by
     arbitration in New York City under the rules then in effect of the American
     Arbitration Association. Judgment upon the award may be entered in any
     court having jurisdiction. No other dispute or disagreement between the
     parties (including any claim by NBAP that LICENSEE is using the Licensed
     Marks in a manner not authorized by this Agreement or is otherwise in
     breach of this Agreement) shall be settled by arbitration. All decisions by
     NBAP relating to disapproval of any Licensed Product or advertising,
     promotion or display material shall be final and binding on LICENSEE and
     shall not be subject to review in any proceeding.


                                       27
<PAGE>

19.  USE OF PLAYERS

     LICENSEE acknowledges that this Agreement does not grant to LICENSEE any
     licenses or rights with respect to the use of the names, likenesses or
     other attributes of any NBA player (collectively, "Player Attributes")
     except as expressly provided herein. The license granted under this
     Agreement does not include, and shall not be used to imply, a testimonial
     or endorsement of any Licensed Products by any NBA player. LICENSEE shall
     not enter into any agreement with any NBA player which would require that
     player to wear or use any Licensed Product at any NBA game (either
     courtside or in any locker room). LICENSEE agrees that NBAP's grant of
     rights relating to Licensed Attributes shall be subject to the terms of the
     Group License Agreement (or any successor group licensing agreement between
     NBAP and the NBPA (or its successor)).

20.  WARRANTIES

     Each party represents and warrants that it has the right and authority to
     enter into and perform this Agreement and NBAP represents and warrants that
     it has the right to grant the rights to use the Licensed Marks and Licensed
     Attributes. LICENSEE represents and warrants that all advertising and
     promotional materials shall comply with all applicable laws, regulations
     and standards. NBAP's approval of such materials will not imply a
     representation or belief that NBAP believes such materials are sufficient
     to meet applicable laws, regulations and standards, nor shall it imply that
     NBAP agrees with or supports any claims made by LICENSEE in any advertising
     materials relating to the Licensed Products. LICENSEE further represents
     and warrants that all advertising and promotional materials and all
     graphics used on Licensed Products will not violate the intellectual
     property rights of any third party.

21.  SEVERABILITY

     In the event any provision of this Agreement is found to be void, invalid
     or unenforceable as a result of any judicial or administrative proceeding
     or decree, this Agreement shall be construed and enforced as if such
     provision were not contained in this Agreement.

22.  MISCELLANEOUS

     (a)  Work Stoppage: In the event of a labor dispute between the NBA and the
          National Basketball Players Association that causes the pre-emption of
          the playing (a "Work Stoppage"), in whole or in part, of any NBA
          Regular Season or Playoff game during the Term, all obligations of
          LICENSEE shall continue, including all payment obligations under
          Paragraphs E and G above, and when such Work Stoppage has ceased, if
          such Work Stoppage has had a material adverse effect on LICENSEE's
          Licensed Product sales, NBAP and LICENSEE shall in good faith confer
          with each other to negotiate with respect to an equitable adjustment
          to LICENSEE's obligations hereunder, including an appropriate
          adjustment in combined royalty and advertising and promotion payments
          and/or Minimum Guarantees or an appropriate adjustment to the Term.

     (b)  Assignment: This Agreement and any rights granted under this Agreement
          are personal to LICENSEE and shall not be assigned, sublicensed,
          subcontracted or encumbered, directly or indirectly, by law or by
          contract, without NBAP's prior written consent, which consent may, in
          NBAP's sole discretion, (i) be contingent upon a fee payable by
          LICENSEE or the transferee, the amount of which shall be determined by
          NBAP in its sole discretion, and/or (ii) impose other terms and
          conditions upon the assignment, sublicense or transfer. Any transfer
          of a controlling interest in LICENSEE or in any party which currently
          controls LICENSEE, directly or indirectly, shall be deemed an
          assignment prohibited by the preceding sentence; however, the
          foregoing shall not apply to a change in controlling interest as a
          consequence of an additional public offering that results in a
          transfer of controlling interest to a party or an entity directly or
          indirectly controlled by the current majority stockholder. Any
          nonconsensual assignment, sublicense, subcontract or encumbrance of
          this Agreement by LICENSEE shall be invalid and of no force or effect.
          Upon any such nonconsensual assignment, sublicense or encumbrance,
          this Agreement shall terminate and all rights granted under this
          Agreement shall immediately revert to NBAP.


                                       28
<PAGE>

     (c)  Waiver: None of the provisions of this Agreement can be waived or
          modified except expressly by a writing signed by both parties. There
          are no representations, promises, agreements, warranties, covenants or
          undertakings by either party other than those contained in this
          Agreement. No failure on the part of NBAP to exercise any right under
          this Agreement shall operate as a waiver of such right; nor shall any
          single or partial exercise of any right preclude any other or further
          exercise or the exercise of any other rights.

     (d)  Survival: No expiration or termination of this Agreement shall relieve
          LICENSEE of its obligation to pay NBAP any amounts due to NBAP at the
          time of termination, regardless of whether these amounts are then or
          thereafter payable. The provisions of Paragraphs 12 and 22(g) shall
          survive the expiration or termination of this Agreement.

     (e)  Adjustments: NBAP shall have the option to increase the Royalty Rates
          and any advertising and promotion commitment in the event that, at any
          time during the Term, LICENSEE agrees to pay royalty rates and/or
          advertising and promotion contributions with respect to any other
          licensed sports property in excess of the Royalty Rate for any
          Licensed Product or the advertising and promotion contribution
          required under this Agreement and provided the adjustment of the
          Royalty Rates and/or A&P Minimums is applied by NBAP uniformly against
          all other licensees within the specific product categories and
          channels of distribution for which LICENSEE has been granted rights
          hereunder who have agreed to pay higher royalty rates and/or
          advertising and promotion contributions to such other property.

     (f)  Governing Law and Jurisdiction: This Agreement shall be construed in
          accordance with the laws of the State of Mew York, USA, without regard
          to its principles of conflicts of laws. Any claim arising under this
          Agreement (except as provided under Paragraph 18) shall be prosecuted
          in a federal or state court of competent jurisdiction located within
          the City of New York, USA and LICENSEE consents to the jurisdiction of
          such court and to the service of process by mail.

     (g)  Confidentiality: Neither party shall (nor shall they permit or cause
          their employees or agents to) divulge, disseminate or publicize
          information relating to this Agreement or the financial or other terms
          of this Agreement (including any information obtained as the result of
          any audit, or on the specifications or methods of reproduction of the
          Licensed Marks) to any third party (other than their respective
          attorneys or accountants or, in the case of NBAP, the NBA Board of
          Governors and the NBPA), except as may be required by law or to
          fulfill the terms of this Agreement.

     (h)  Construction: This Agreement has been executed in a text using the
          English language, which text shall be controlling. This Agreement,
          together with any exhibits or attachments, constitutes the entire
          agreement and understanding between the parties and cancels,
          terminates and supersedes any prior agreement or understanding
          relating to the subject matter of this Agreement between LICENSEE and
          the NBA, any Member Team, NBAP or NBAE. The headings in this Agreement
          are for reference purposes only and shall not affect the
          interpretation of this Agreement. This Agreement shall not be binding
          on NBAP until signed on its behalf by its president or an officer
          designated by the president to sign.



                                29
<PAGE>

                                   Schedule A

                                LICENSEE's TEAMS

                                Charlotte Hornets
                               Cleveland Cavaliers
                                 Denver Nuggets
                             Golden State Warriors
                                Houston Rockets
                                 Milwaukee Bucks
                             Minnesota Timberwolves
                                New York Knicks
                                Sacramento Kings




                                       30
<PAGE>

                                   Schedule B

                               STARTER RETAILERS


                                [To be supplied]


                                       31
<PAGE>

                                   Schedule C

                              FOOTWEAR COMPETITORS

                                     Adidas
                                     Airwalk
                                      Asolo
                                      Asics
                                      Avia
                                 British Knights
                                     Brooks
                                    Champion
                                    Converse
                                     Diadora
                                 Etonic/Tretorn
                                      Fila
                                     Footjoy
                                      Guess
                                      Head
                                     Hi-Tec
                                     K-Swiss
                                      Kaepa
                                    Kangaroos
                                      Keds
                                    L.A. Gear
                                      Lotto
                                     Merrell
                                      Mitre
                                     Mizuno
                                   New Balance
                                      Nike
                                     Patrick
                                      Pony
                                     Prince
                                      Puma
                                     Raichle
                                     Reebok
                                      Ryka
                                  Saucony/Hyde
                                    Spalding
                                   Sportbuilt
                                    Tacchini
                                      Teva
                                     Turntec
                                      Umbro
                                      Vans
                                     Vasque
                                     Wilson


                                       32
<PAGE>

                                   Schedule D

                              APPAREL COMPETITORS

Adidas                               Marx
And One                              Mitre
Ashworth                             Mizuno
Asics                                Nautica
Authentic Fitness Corporation        New Balance
   (Catalina, Cole, Edelweiss,       Nike
   Mountain Goat, Skiing             No-Fear
   Passport, Speedo, White Stag)     Nordica
Avia                                 North Face
B.U.M.                               Nutmeg
Callaway                             Patagonia
Champion                             Patrick
Columbia Sportswear                  Pony
Converse                             Prince
Danskin                              Pro-Player
Diadora                              Puma
Ellesse                              Quicksilver
Etonic                               Rawlings
Fila                                 Reebok
First Down                           Riddell
Gilda                                Roces
Hyde                                 Russell
K-2                                  Salem Screen
Kaepa                                Salomon
Karhu                                Spalding
L.A. Gear                            Tacchini
Le Coq Sportif                       The Game
Logo Athletic                        Timberland
MacGregor                            Tultex
Magic Johnson Tees                   Umbro
Mariba                               Wilson


                                       33
<PAGE>

                                   Schedule E

                        STARTER THIRD PARTY MANUFACTURERS


                                [To be supplied]


                                       34