FORM: NBAP
                                                          U.S./Int'l/Non-Apparel
                                                          NPR

LICENSEE:  SPALDING SPORTS                      RETAIL PRODUCT LICENSE AGREEMENT
           WORLDWIDE, a division of
           Spalding & Evenflo Companies, Inc.

ADDRESS:   425 Meadow Street
           Chicopee, MA 01021-0901

THIS RETAIL PRODUCT LICENSE 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, labels, insignia or indicia thereof (the "Marks") of the
National Basketball Association (the "NBA") and its Member Teams (collectively,
the "NBA Marks"). On the terms of this Agreement and subject to the attached
NBAP Standard Terms and Conditions, NBAP hereby grants to LICENSEE, and LICENSEE
hereby accepts:

1.    the exclusive (except as otherwise expressly provided in this Agreement)
      right and license to use, during the Term, the Marks of the Member Teams,
      the silhouetted dribbler logo (the "NBA Logo") and Marks of the NBA, NBA
      All-Star Weekend, NBA Playoffs and Finals and such other NBA special
      events as are mutually agreed upon (collectively, the "Licensed Marks")
      solely in connection with the manufacture, distribution, advertisement,
      promotion and sale of the products described in Paragraph A below that
      bear one or more of the Licensed Marks ("Licensed Products"); and

2.    the non-exclusive right and license to use, during the Term, photographs
      of NBA players who have entered into endorsement agreements with LICENSEE
      or who do so during the Term ("LICENSEE Endorsers"), in their respective
      NBA member team uniforms, warm-ups and practicewear and, if applicable,
      NBA All-Star uniforms, and to incorporate such photographs of such
      LICENSEE Endorsers into the packaging, advertisement, promotion and sale
      of NBA Basketballs (as defined below). LICENSEE acknowledges that nothing
      in this Agreement shall be construed as a grant from NBAP to LICENSEE with
      respect to any right to use the likeness and/or name of any NBA player and
      that all such rights must be secured by LICENSEE directly from such
      players.

No license or right is granted for the use of the Licensed Marks 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.    LICENSEE shall have the exclusive right and license to use the
            Licensed Marks solely in connection with the manufacture,
            distribution, advertisement, promotion and sale of the following
            products:

            (a)   Official Game Ball of the NBA, made from top quality, full
                  grain leather. The Official Game Ball shall be identified and
                  described as the NBA "Official Game Ball" and shall bear the
                  facsimile signature of the Commissioner of the NBA (the
                  "Designation").

            (b)   Composite and synthetic leather basketballs in full (size 7)
                  and youth (sizes 5,6) sizes.

            (c)   Rubber basketballs in full (size 7) and youth (sizes 5,6)
                  sizes.


<PAGE>

            (d)   Rubber mini-basketballs (23" or less in circumference).

            (e)   Rubber and vinyl micro-mini basketballs (9" or less in
                  circumference).

            (f)   Sets consisting of micro-mini plastic backboard (9"x l1") and
                  inflatable basketball (12 1/2" in circumference).

            (g)   Basketball-grain leather and synthetic leather executive
                  accessories (e.g., binders, pad binders, attaches, briefcases,
                  business card holders, wallets, checkbook covers, backpacks,
                  belt bags and courier portfolios) ("Executive Accessories").

            (h)   Golf balls ("NBA Golf Balls").

      2.    LICENSEE shall have the non-exclusive right and license to use the
            Licensed Marks solely in connection with the manufacture,
            distribution, advertisement, promotion and sale of the following
            products:

            (a)   Combo packs consisting of micro-mini inflatable basketball 
                  (12 1/2" in circumference), micro-mini plastic backboard (9"x 
                  l1") and cotton tank jersey (manufactured by Hanes or such 
                  other NBA licensee as determined by NBAP).

            (b)   Basketball-look binders and portfolio keepers made from
                  cardboard.

      3.    All basketballs upon which any Licensed Mark is used shall be
            collectively referred to herein as "NBA Basketballs". Basketballs
            sold by LICENSEE that do not bear any Licensed Marks (other than
            WNBA-identified basketballs covered by the agreement between
            LICENSEE and WNBA Enterprises, LLC ("WNBA Basketballs")) shall be
            referred to herein as "Non-NBA Basketballs". All Executive
            Accessories upon which any Licensed Mark is used shall be
            collectively referred to herein as "NBA Executive Accessories".
            Executive Accessories sold by LICENSEE that do not bear any Licensed
            Marks shall be referred to herein as "Non-NBA Executive
            Accessories".

      4.    LICENSEE acknowledges that the Official Game Ball of the Women's
            National Basketball Association shall be a size 6 basketball.
            Therefore, LICENSEE shall not in any manner market any size 6
            basketballs bearing any of the Licensed Marks as "women's"
            basketballs.

B.    EXCLUSIVITY:

      (i)   Nothing in this Agreement shall prevent NBAP from granting any other
            licenses and rights to other firms, companies, entities, groups or
            individuals. Notwithstanding the foregoing, provided this Agreement
            has not been terminated and LICENSEE remains in compliance with the
            terms and conditions hereof, NBAP agrees that it will not grant to
            any third party any licenses for the use of the Licensed Marks
            within the Territory in connection with the manufacture or sale of
            the products described in subparagraph 1 of Paragraph A of this
            Agreement for delivery during the Term.

      (ii)  Notwithstanding the foregoing or anything to the contrary in this
            Agreement, LICENSEE acknowledges that:

            (a)   LICENSEE's exclusive rights with respect to basketball-grain
                  leather Executive Accessories applies only within the sporting
                  goods (hard goods) class of brands. Accordingly, NBAP shall
                  not in any way be restricted from licensing the use of the
                  Licensed Marks in connection with leather Executive
                  Accessories to a non-sporting goods brand (e.g., a fashion
                  brand such as "Coach" or "Fendi") and such licenses shall not
                  be deemed a violation or breach of this Agreement;

            (b)   NBAP shall not in any way be restricted from licensing the use
                  of the Licensed Marks to any third party in connection with
                  non-inflatable mini and micro-mini basketballs for premium use
                  and such licenses shall not be deemed a violation or breach of
                  this Agreement;


                                       2
<PAGE>

            (c)   LICENSEE's exclusive rights with respect to sale of the
                  Licensed Products described in subparagraph 1(h) of Paragraph
                  A (i.e., NBA Golf Balls) shall be dependent upon LICENSEE
                  complying with the following provisions: (i) LICENSEE's
                  Sporting Goods Group shall at all times during the Term be
                  actively engaged in the sales and distribution of NBA Golf
                  Ball Licensed Products; (ii) LICENSEE must achieve the annual
                  minimum sales performance goals set forth in Schedule A
                  attached hereto; (iii) LICENSEE must manufacture and maintain
                  sufficient quantities of on-hand inventories of golf balls
                  featuring the NBA logo, all 29 NBA team logos, and Official
                  Game Ball graphics in order to meet retailer demand for such
                  products; and (iv) LICENSEE shall consider in good faith the
                  development of a full line of NBA licensed golf items (e.g.,
                  bags, clubs, accessories, etc.);

            (d)   if LICENSEE cannot meet an NBA team's reasonable timing or
                  pricing requirements for supplying mini-basketballs for a team
                  basketball promotion, such team shall be free to source the
                  mini-basketballs required for such promotion from up to three
                  (3) mutually agreed upon basketball manufacturers. LICENSEE
                  will offer the member teams mini-basketballs for use in such
                  team's promotional activities at a price equal to LICENSEE's
                  cost to manufacture the mini-basketballs plus a royalty to be
                  mutually agreed upon by NBAP and LICENSEE on a case by case
                  basis; and

            (e)   NBAP shall not in any way be restricted from licensing the
                  right to use the Licensed Marks to any third party in
                  connection with inflatable rubber mini-basketballs to be sold
                  in backboard/mini-basketball combinations and such licenses
                  shall not be deemed a violation or breach of this Agreement,
                  provided that the third party's logos do not appear in close
                  proximity to the NBA Logo on such products and, provided,
                  further that such third party gives LICENSEE the first
                  opportunity to manufacture the basketballs for such products
                  (if LICENSEE cannot provide the required basketballs to the
                  third party upon mutually agreeable terms then such third
                  party shall be free to source such basketballs from another
                  basketball manufacturer).

C.    TERM:

      (i)   This Agreement shall be for the period commencing on February 1,
            1997 and expiring on July 31, 2001, unless sooner terminated in
            accordance with the provisions hereof (the "Term"). Notwithstanding
            anything to the contrary in Paragraph 1(a) of the NBA Standard Terms
            and Conditions attached hereto, the 1st Contract Year shall commence
            February 1, 1997 and conclude July 31, 1997.

      (ii)  Unless this Agreement is sooner terminated, [*], NBAP agrees to
            negotiate exclusively with LICENSEE as to the terms of an extension
            or continuation of this Agreement. In the event that LICENSEE and
            NBAP are unable to agree to any extension or continuation of this
            Agreement prior [*], NBAP shall notify LICENSEE in writing, by not
            later than [*], of the terms and conditions under which it is then
            willing to enter into an extension or continuation with LICENSEE.
            LICENSEE shall have a period of twenty (20) business days after its
            receipt of this offer to accept it. If LICENSEE does not accept the
            offer within such twenty (20) day period, NBAP shall be free (at its
            option) to (1) market NBA-identified basketballs directly or (2)
            enter into an agreement with any third party with respect to the
            rights granted herein effective upon the expiration of this
            Agreement. The provisions of this paragraph shall expire upon the
            expiration of this Agreement.

D.    TERRITORY: The Licensed Products may be distributed on a worldwide basis,
      except with respect to the Licensed Products described in subparagraph 2
      of Paragraph A above, which may only be distributed in the 50 United
      States and the District of Columbia (the "Territory").

[*] Denotes redaction. Pending approval by the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934.


                                       3
<PAGE>

E.    ROYALTY RATES: LICENSEE shall pay quarterly to NBAP a royalty equal to the
      percentage of "Net Sales" (as defined in Paragraph 1 of the attached NBAP
      Standard Terms and Conditions) listed below for the indicated Contract
      Year:
<TABLE>
<CAPTION>
                              1st Contract   2nd Contract    3rd Contract    4th and 5th
                                  Year           Year            Year       Contract Years
                              ------------   ------------    ------------   --------------
<S>                                <C>            <C>            <C>             <C>
NBA Basketballs                    [*]            [*]             [*]             [*]

Non-NBA Basketballs                [*]            [*]             [*]             [*]

NBA Executive Accessories          [*]            [*]             [*]             [*]

Non-NBA Executive Accessories      [*]            [*]             [*]             [*]
</TABLE>

      In addition, LICENSEE agrees that if in any Contract Year its Net Sales of
      NBA Basketballs accounts for less than [*] of its Net Sales of all
      basketballs (i.e., NBA Basketballs and Non-NBA Basketballs), it will pay
      NBAP [*] on the amount equal to the difference between [*].

F.    MINIMUM GUARANTEES: LICENSEE guarantees that its aggregate annual royalty
      payments to NBAP for each Contract Year under this Agreement shall not be
      less than the amount set forth opposite such Contract Year:

                      U.S.           International            Canada
                      ----           -------------            ------
1st Contract Year:     [*]                [*]                   [*]
                                   
2nd Contract Year:     [*]                [*]                   [*]
                                   
3rd Contract Year:     [*]                [*]                   [*]
                                   
4th Contract Year:     [*]                [*]                   [*]
                                   
5th Contract Year:     [*]                [*]                   [*]
                                   
G.    BALL DESIGNATION AND SPECIFICATIONS:

      (i)   The Official Game Ball shall be the exclusive Official NBA
            Basketball for purposes of NBA league games and activities. So long
            as LICENSEE is in compliance with its obligations under this
            Agreement, no other basketball or basketballs will be authorized to
            be used in any NBA games or official NBA team activities conducted
            during the term of this Agreement.

      (ii)  The Official Game Balls shall, unless changes are properly approved
            by the Commissioner of the NBA, be of the same or better
            construction, composition and quality as those used by the NBA
            during the 1996-97 NBA season. Unless requested in writing by NBAP,
            only the Official Game Ball shall be stamped by LICENSEE with the
            Designation.

H.    ADVERTISING AND PROMOTION:

      (i)   In addition to all other amounts LICENSEE is required to pay to NBAP
            hereunder, LICENSEE shall spend an amount equal to the percentage of
            Net Sales listed below for the indicated Contract Year for
            advertising and promotional activities:

                                           U.S.         International and Canada
                                           ----         ------------------------
1st, 2nd and 3rd Contract Years:

NBA Basketballs                             [*]                   [*]

Non-NBA Basketballs                         [*]                   [*]

NBA Golf Balls                              [*]                   [*]


                                       4
<PAGE>

NBA Executive Accessories                   [*]                   [*]

Non-NBA Executive Accessories               [*]                   [*]


                                           U.S.         International and Canada
                                           ----         ------------------------
4th and 5th Contract Years:

NBA Basketballs                             [*]                   [*]

Non-NBA Basketballs                         [*]                   [*]

NBA Golf Balls                              [*]                   [*]

NBA Executive Accessories                   [*]                   [*]

Non-NBA Executive Accessories               [*]                   [*]

            The above-mentioned advertising and promotion funds shall be spent
            on NBA and non-NBA media and events to promote the Licensed Products
            and the NBA. The specific allocation of such funds to be spent on
            domestic advertising and promotional activities shall be determined
            jointly by NBAP and LICENSEE each Contract Year in accordance with
            the procedures utilized under the agreement between NBAP and
            LICENSEE dated February 1, 1992 (the "Prior Agreement"). The
            specific allocation of such funds to be spent on international and
            Canadian advertising and promotional activities shall be determined
            in NBAP's sole reasonable discretion after NBAP's consultation with
            LICENSEE. In no event shall the amount LICENSEE spends pursuant to
            this Paragraph H(i) be less than the amounts indicated below for
            each Contract Year (the "A&P Minimums"):

                      U.S.           International            Canada
                      ----           -------------            ------
                           
1st Contract Year:     [*]                [*]                   [*]
                           
2nd Contract Year:     [*]                [*]                   [*]
                                                               
3rd Contract Year:     [*]                [*]                   [*]
                                                               
4th Contract Year:     [*]                [*]                   [*]
                                                               
5th Contract Year:     [*]                [*]                   [*]
                                                         
      (ii)  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 inflatable products.

I.    MERCHANDISE SUPPORT, CREDIT; ALL-STAR PACKAGES:

      (i)   Each Contract Year, LICENSEE will provide reasonable merchandise,
            and merchandise support, as mutually determined by NBAP and LICENSEE
            but in no event less than the levels established for the 1996-97 NBA
            Season. More specifically, LICENSEE will grant a credit to NBAP
            toward the purchase of NBA Basketballs for use in promotions at
            LICENSEE's actual cost without a royalty (plus reasonable freight
            charges) as of the commencement of this Agreement, in an amount
            sufficient to ensure that the same number of basketballs can be
            purchased in each Contract Year under this Agreement, and it is
            agreed that the 1st Contract Year's credit shall be [*] and the 2nd
            Contract Year's credit shall be [*].

      (ii)  Each NBA Season during the Term hereof, LICENSEE shall deliver to
            each NBA team on or before September 30 (or at such other time(s) as
            may be designated by NBAP), at no cost for the product or delivery
            thereof to the team, [*] stamped with the appropriate team's name on
            the panel in the manner executed on team balls used during the
            1995-96 NBA Season. NBAP or any of the NBA teams may purchase
            additional Official Game Balls from LICENSEE at LICENSEE's
            then-lowest wholesale price plus a reasonable administration fee
            applicable to NBAP and each team. At the commencement of each
            Contract Year, LICENSEE shall furnish NBAP with a price list which
            shall be applicable for all purchases made hereunder during the
            Contract Year for which such list is furnished.


                                       5
<PAGE>

      (iii) In addition to the above, each NBA Season during the term hereof,
            LICENSEE shall donate to NBAP such quantity of LICENSEE product
            (e.g., golf and tennis balls) as NBAP may reasonably request for
            use, or as prizes awarded, in connection with tournaments staged by
            NBAP (and sponsored by LICENSEE) from time-to-time as part of NBA
            special events such as the golf and tennis tournaments held during
            NBA League meetings, Finals Celebration, etc. LICENSEE acknowledges
            that the extent of such annual merchandise support will be mutually
            determined by NBAP and LICENSEE, but in no event will it be less
            than the levels established for the 1996-97 NBA Season (i.e.,
            approximately [*]).

      (iv)  For each NBA season during the Term, LICENSEE will, at its sole
            expense, furnish to each team on or before September 30 (or at such
            other time(s) as may be designated by NBAP), a reasonable number of
            ball carts and maintain same in working order.

      (v)   LICENSEE, will, at its sole expense, provide NBAP with, laser
            engraving machines for NBAP's use at up to three (3) NBA special
            events (e.g., All Star Weekend) per Contract Year, along with an
            engineer to operate, and provide service for, such machines at the
            events. In addition, LICENSEE, will, at its sole expense, provide
            NBAP with, upon NBAP's request, (1) a laser engraving machine for
            NBAP's use at the NBA Store (as defined in Paragraph 11(g) in the
            NBAP Standard Terms and Conditions attached hereto) and (2) the
            appropriate training for NBA personnel that will initially be
            responsible for operating the laser engraving machine at the NBA
            Store; provided, however, that NBAP shall be responsible for
            reimbursing LICENSEE for any actual costs incurred by LICENSEE in
            providing (1) maintenance and service for the machine to be used at
            the NBA Store and (2) any additional training for NBA personnel that
            will be responsible for operating the machine at the NBA Store.

      (vi)  For each NBA season during the Term hereof, including 1996-97,
            LICENSEE shall (1) receive, at no cost, [*] to NBA games and (2)
            have the option to purchase up to [*] for use for business guests;
            it being understood that LICENSEE shall receive a credit, in an
            amount equal to the cost of the tickets purchased by LICENSEE
            pursuant to clause (2) during a Contract Year, against LICENSEE's
            additional promotional spending obligations under Paragraph J below
            for such Contract Year.

      (vii) NBAP shall provide LICENSEE with [*] for each All-Star Weekend
            competition (other than the 1997 All-Star Weekend competition), as
            well as [*] to major, public, NBAP-controlled social functions
            ("All-Star Packages"), held during the Term hereof. NBAP shall
            provide LICENSEE with [*] All-Star Packages for the 1997 All-Star
            Weekend competition.

J.    ADDITIONAL PROMOTIONAL/MEDIA SUPPORT: In addition to all other amounts
      LICENSEE is required to pay to NBAP or spend on advertising and
      promotional activities under this Agreement, LICENSEE shall spend the
      amounts listed below for the indicated Contract Year on "NBA-Controlled
      Media" which includes a variety of print and electronic media vehicles or
      on in-arena advertising, retail promotions or such other expenditures as
      mutually agreed upon by the parties to promote sales of the Licensed
      Products:

                                           U.S.         International and Canada
                                           ----         ------------------------
1st Contract Year:                          [*]                   [*]

2nd Contract Year:                          [*]                   [*]

3rd Contract Year:                          [*]                   [*]

4th Contract Year:                          [*]                   [*]

5th Contract Year:                          [*]                   [*]

      The specific allocation of such promotional/media funds for each Contract
      Year shall be as proposed by NBAP, subject to LICENSEE's approval (which
      approval shall not be unreasonably withheld). LICENSEE acknowledges that
      LICENSEE's spending obligations


                                       6
<PAGE>

      pursuant to this Paragraph J are in addition to the amount that LICENSEE
      would have normally spent on advertising and promotion and cooperative
      advertising expenditures in support of its sales of Licensed Products
      ("Normal A&P Expenditures") and, for each Contract Year, LICENSEE agrees
      to maintain its Normal A&P Expenditures at a level equal to not less than
      seven and one-half percent (7 1/2%) of Net Sales of all basketballs sold
      by LICENSEE; it being understood that LICENSEE's historical Normal A&P
      Expenditures include spending on institutional product (i.e., promotion of
      LICENSEE's basketballs at high schools and colleges).

K.    SELLING PRACTICES: LICENSEE acknowledges NBAP's legitimate and reasonable
      interest in protecting the value of the NBA Marks and maximizing the
      effectiveness of its advertising, promotion and distribution efforts by
      segmenting the classes of trade into which its licensees sell
      NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed
      Products to a buyer that, to its best knowledge, (i) purchases Licensed
      Products from LICENSEE solely for sale directly to the consumer and
      operates a retail establishment that supports the high quality and image
      of NBA officially licensed products with appropriate merchandising
      displays, promotion and/or customer service, or (ii) sells to retailers
      that support the high quality and image of NBA officially licensed
      products with appropriate merchandising displays, promotion and/or
      customer service. LICENSEE acknowledges that a failure to comply with the
      selling practices set forth in this Paragraph shall cause significant harm
      to NBAP's efforts to effectively and efficiently distribute NBAP-licensed
      products.


AGREED TO AND ACCEPTED, subject                   AGREED TO AND ACCEPTED:
to and incorporating the attached NBAP
Standard Terms and Conditions which 
the undersigned has read:
SPALDING SPORTS WORLDWIDE, a                      NBA PROPERTIES, INC.
division of Spalding & Evenflo Companies, Inc.    


BY: /s/ Paul L. Whiting                           By: /s/ Harvey E. Benjamin
    -------------------------------                   --------------------------
    Paul L. Whiting                                   Harvey E. Benjamin
    President/Spalding & Evenflo Companies, Inc.      Senior Vice President,
                                                      Business Affairs

                                                  Dated: 2/3/97


By: /s/ George A. Dickerman
    -------------------------------
    George A. Dickerman
    President/SPALDING Sports Worldwide Division


By: /s/ John Doleva
    -------------------------------
    John Doleva
    Managing Director U.S. Sporting Goods Group


                                       7

<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 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 total dollar amount of the gross sales of
            all Licensed Products by LICENSEE, after deducting any bona-fide
            credit or adjustment for returns or defective goods actually made
            and all standard discounts and allowances actually and customarily
            given to the trade. "Net Sales" do not include NBA Basketball Sales
            to NBAP, the NBA, any NBA franchise, or any promotions pursuant to
            this Agreement. In computing Net Sales, no direct or indirect
            expenses or costs incurred in connection with paying royalties due
            under this Agreement (including transferring funds for royalties or
            converting currency into U.S. dollars) or manufacturing, selling,
            distributing, importing or advertising the Licensed Products shall
            be deducted, nor shall any deduction be made for uncollectible
            accounts. Net 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 Net 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, Net 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.

2.    TEAM REPRESENTATION; LIMITATIONS ON LICENSE

      (a)   Unless otherwise approved in writing by NBAP, each Licensed Product
            (other than NBA Official Game Balls) must be manufactured and
            offered for sale on LICENSEE'S standard terms in a version for each
            Member Team.

      (b)   All designs of the Licensed Products, 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
            except as may be required by NBAP. Notwithstanding the foregoing,
            NBAP


                                       8
<PAGE>

            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: (i) By the twenty-fifth (25th) day following
            the end of each month, LICENSEE shall furnish (on forms provided by
            NBAP) full and accurate statements (on an unit basis and on a
            country-by-country basis to the extent such information can be
            determined), certified by an officer of LICENSEE, showing all
            information relating to the calculation of Net Sales for the
            preceding month. Such monthly statements shall be furnished by
            LICENSEE whether or not there are any Net Sales for that month.
            LICENSEE shall make all quarterly royalty payments required under
            this Agreement by the twenty-fifth (25th) day after the end of each
            three-month period ("quarter"). Simultaneously with the submission
            of such royalty payment, LICENSEE shall furnish NBAP with a
            statement (on a country-by-country and unit basis) showing all
            information relating to the calculation of Net Sales for the
            preceding quarter; it being understood that where actual sales
            information for a particular country cannot be determined, LICENSEE
            shall use its best efforts to provide NBAP with a reasonable
            estimate of the sales made in such country. The minimum amount of
            royalties to be paid by LICENSEE by the end of each quarter with
            respect to each Licensed Product category shall be the amount which,
            when added to payments of royalties previously made for the Contract
            Year with respect to such Licensed Product category, shall be equal
            to one-fourth (25%) of the Minimum Guarantee for such Licensed
            Product category for such Contract Year required under Paragraph F
            above multiplied by the number of quarters then elapsed. Aggregate
            royalties paid each Contract Year may exceed the Minimum Guarantee
            for such Contract Year.

            (ii) Within sixty (60) days following the last day of each Contract
            Year during the Term of this Agreement, LICENSEE shall forward to
            NBAP a statement certified by an official of LICENSEE detailing all
            sales of LICENSEE basketballs for the preceding Contract Year. This
            statement shall specify U.S. and non-U.S. sales on a
            country-by-country basis.

            (iii) All payments made by LICENSEE to NBAP under this Agreement
            shall be made free and clear of, and without deduction or
            withholding for or on account of, any income, stamp or other taxes,
            charges, fees, deductions or withholdings. If any such taxes,
            charges, fees, deductions or withholdings are required by law to be
            withheld from any amounts payable to NBAP hereunder, the amounts so
            payable shall be increased to the extent necessary to yield to NBAP
            the amounts specified in this Agreement.

            (iv) 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 (1) three percent (3%) per annum over the
            highest prime rate (announced by Chase Manhattan Bank, New York
            branch) prevailing during the period between the date the payment
            first became due and the date such payment is actually paid or (2)
            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, auditing LICENSEE's books and records pursuant
            to Paragraph 12 or claiming any shortfall in royalty 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


                                       9
<PAGE>

            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, and LICENSEE shall pay,
            two thousand U.S. dollars (USD 2,000) for each instance of
            non-compliance with this Paragraph.

      (b)   No Cross Collateralization: Any 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 (including premium license agreements entered
            into pursuant to Paragraph 5 hereof) held by LICENSEE). If Minimum
            Guarantees are stated separately for different categories of
            Licensed Products or for different territories, royalty payments
            resulting from Net Sales of a category of Licensed Product or in a
            particular territory shall be applied only against the Minimum
            Guarantee for such category of Licensed Product or territory.

4.    RIGHTS RESERVED

      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

      LICENSEE shall not use, nor allow any third party to use, any Licensed
      Product (excluding Non-NBA Basketballs) as a Premium without the prior
      written authorization of NBAP pursuant to a separate agreement with NBAP
      in each instance. In addition, no Premium shall be offered with the
      Licensed Products without the prior written approval of 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 Net 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) that
      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 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 Member Teams in and to the Licensed
            Marks. 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


                                       10
<PAGE>

            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. Notwithstanding the preceding sentence, in
            the event and to the extent LICENSEE fails to meet its Minimum
            Guarantees for a particular Contract Year, NBAP shall grant LICENSEE
            a credit against such Minimum Guarantee obligation out of the net
            amount (after deducting all costs and expenses of the litigation)
            NBAP recovers in damages or other monetary relief that represent or
            are intended to represent injury sustained by LICENSEE.

      (c)   Ownership of Marks: LICENSEE acknowledges that 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, service mark or
            other right used, created 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 uses or 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. 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: NBAP may from time-to-time designate
            such copyright, trademark or service mark notices (including the
            form, location and content of such notices) that LICENSEE shall
            cause to appear on or within each Licensed Product sold, by means of
            a tag, label, imprint or other appropriate device, in every instance
            in which any Licensed mark is used. Commencing January 1, 1998, 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 (prior to
            January 1, 1998, the general notice required by the Prior Agreement
            must be included):

                  "The NBA and individual NBA member team identifications
                  reproduced on this product are trademarks and copyrighted
                  designs, and/or other forms of intellectual property, that are
                  the exclusive property of NBA Properties, Inc. and the
                  respective NBA member teams and may not be used, in whole or
                  in part, 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 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 first use in
            each


                                       11
<PAGE>

            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. 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 the NBA or the Member Teams.

8.    INDEMNIFICATIONS; INSURANCE

      (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 National Basketball Players
            Association ("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 (other than as a result
            of claims of infringement in the use of Licensed Marks pursuant to
            the provisions of this Agreement), (ii) any breach of this Agreement
            by LICENSEE, (iii) the manufacture, distribution, advertisement,
            promotion, sale, possession or use of any Licensed Product
            (including, but not limited to, claims relating to any defect
            (whether obvious or hidden and whether or not present in any sample
            approved by NBAP) in a Licensed Product or in any packaging or other
            materials (including advertising materials), or to injuries to
            persons or property, or to any infringement of any rights of any
            other person or entity or to LICENSEE's 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. 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 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 keep NBAP fully advised of all developments
            pertaining to such


                                       12
<PAGE>

            Claim and 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 has failed
            to deliver to NBAP a certificate of such insurance evidencing
            satisfactory coverage prior to NBAP's execution of this Agreement
            (or fails to maintain such insurance in accordance with this
            Paragraph), NBAP shall have the right to withdraw its consent to use
            any or all of the Licensed Marks and/or 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, (ii) any act or omission of NBAP, or (iii) 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. 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
            product bearing a Licensed Mark, 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
            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 thirty (30) 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, or license to use, 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.


                                       13
<PAGE>

      (b)   Production Samples: Before selling or distributing any product
            bearing a Licensed Mark, LICENSEE shall furnish NBAP with, at no
            charge, for its permanent use, two (2) samples of the product from
            the first production run of each manufacturer of the Licensed
            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 any such
            sample does not meet the requirements of this Paragraph 9, NBAP
            shall notify LICENSEE and such article shall be deemed disapproved
            and all such articles shall be promptly destroyed. LICENSEE shall
            also furnish NBAP, free of charge, with any additional pieces of
            Licensed Product as may reasonably be requested 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. 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.

      (c)   Rejections and Non-Compliance: The rights granted under this
            Agreement do not permit the sale of "seconds" or "irregulars." 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,
            including promotional and advertising materials, or the failure of
            LICENSEE to comply with Paragraphs 7(d), 7(f), 9, 11(c) or 11(e),
            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 two thousand U.S. dollars (USD
            2,000) for each instance (e.g., per unit) of noncompliance with this
            Paragraph with respect to any article, product or materials 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 disapproved, 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.

      (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 improperly or
            violates any term of this Paragraph 9 or (iii) NBAP becomes aware of
            something relating to 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
            the reasonable exercise of its sole discretion, to withdraw its
            approval of such Licensed Product. In the event of such withdrawal,


                                       14

<PAGE>

            NBAP shall provide immediate written notice to LICENSEE and LICENSEE
            shall cease the use of the Licensed Marks in connection with the
            manufacture, 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. Within thirty
            (30) days after LICENSEE's receipt of such notice, LICENSEE shall
            pay all royalties and Minimum Guarantees due NBAP with respect to
            the 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 Player Attributes (as defined
      in Paragraph 19 hereof), or any reproduction of the Licensed Marks or
      Player Attributes in any advertising, promotion or display material in
      connection with any product 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 approved. All
      advertising or promotional copy and material depicting or using the
      Licensed Marks (including display 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 and as a minimum
            requirement shall use its best efforts to sell the Licensed Products
            through at least one (1) major retail outlet for such Licensed
            Product in each of the markets in which there is an NBA Member Team,
            and to supply said retail outlet with all types, sizes and colors of
            Licensed Products during the final third of each calendar year for
            the Term of this Agreement. 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, subject to
            the provisions set forth in this Agreement, refrain for any reason
            from selling Licensed Products to any retail outlet within the
            Territory that may desire to purchase Licensed Products and whose
            credit rating and marketing image warrants such sale.


                                       15
<PAGE>

      (b)   If LICENSEE desires to have a third party manufacture or distribute
            (if permitted under this Agreement) 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 or distribute. Attached as Schedule B is a true and
            complete list of all third party manufacturers and distributors (if
            permitted under this Agreement) currently authorized by NBAP. NBAP
            shall have the right, in its sole discretion, to withhold approval
            for such third party manufacture or distribution. If NBAP grants
            approval for such third party manufacture or distribution, it may
            grant such approval pursuant to an agreement (on a form supplied by
            NBAP) to be entered into prior to such manufacture or distribution
            among NBAP, LICENSEE and such manufacturer or distributor which
            will, among other things, require that the third party manufacturer
            or distributor 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 or distributors uses the Licensed Marks 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 or distributor 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, and shall require any third party
            distributors (to whom LICENSEE is authorized to sell under this
            Agreement) and any authorized sublicensees and distributors to stamp
            on their invoices, a prominent legend that states that the Licensed
            Products are allowed to be sold only within the Territory and only
            to an end user. LICENSEE shall periodically, and at the request of
            NBAP, inquire of its authorized distributors, 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
            resale 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 or discounts to
            salespeople, 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 that LICENSEE
            has employed


                                       16
<PAGE>

            selling or reporting methods which 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 faithfully comply with and adhere to NBAP's
            shipping and distribution policies established from time-to-time.
            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, labels and
            shipping and distribution policies 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.

      (g)   LICENSEE acknowledges that NBAP intends to offer various NBA and/or
            Member Team-identified products for sale in an NBAP-owned "showcase"
            retail store ("NBA Store"). LICENSEE further 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 the NBA Store. Therefore, LICENSEE shall, in
            addition to and in consideration for the license granted under this
            Agreement and in consideration of the benefits it will receive from
            having merchandise displayed, sold and promoted at the NBA Store,
            (i) upon the request of NBAP, perform contract manufacturing
            services for NBAP in connection with the manufacture of products for
            sale in the NBA Store on terms as mutually agreed upon by NBAP and
            LICENSEE and (ii) offer Licensed Products to the NBA Store on terms
            at least as favorable as those offered to LICENSEE's most preferred
            high-volume customers, including price, priority of delivery,
            discounts, cooperative or other advertising and promotional
            allowances and other benefits (regardless of volume).

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, 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. 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 Manhattan 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 three
      percent (3%), 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


                                       17
<PAGE>

      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 on
      a quarterly basis 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 quarterly purchases of Licensed Products (broken down by unit
      sales and in dollar volume by retailer). LICENSEE shall supply NBAP with
      true and complete copies of any agreement it has entered into, or in the
      future 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 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, but not including information as to LICENSEE'S
      profits) 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

      (a)   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:

            (1)   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.

            (2)   LICENSEE shall fail to timely remit any payment of any nature
                  due to NBAP or any of its affiliates when due and shall fail
                  to cure a royalty non-payment within thirty (30) days (ten
                  (10) days for a payment default other than a royalty payment
                  default) of its receipt of written notice from NBAP; provided,
                  however, that after LICENSEE twice fails to timely remit any
                  such payment when due LICENSEE shall not have the right to
                  cure any subsequent payment default.

            (3)   LICENSEE 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.

            (4)   LICENSEE shall exhibit a pattern of frequent failure to make
                  timely delivery of sufficient quantities of the Licensed
                  Products to its retail accounts.

            (5)   LICENSEE (or any entity that controls LICENSEE or is
                  controlled by LICENSEE) now or in the future holds a license
                  from NBAP and such license is terminated by NBAP during the
                  Term.

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

            (7)   LICENSEE sells to any third party that LICENSEE knows, or has
                  reason to know, is altering or modifying the Licensed Products
                  prior to sale to the ultimate consumer.

            (8)   LICENSEE shall fail to perform or shall be in breach of any
                  other term or condition of this Agreement (other than a
                  payment default). A termination pursuant to this subparagraph
                  (8) shall take effect (i) thirty (30) days after written
                  notice of such


                                       18
<PAGE>

                  failure to perform or breach is sent by NBAP if such failure
                  to perform or breach can be Completely Cured (as defined
                  below) and such failure to perform or breach has not been
                  Completely Cured during such thirty (30) day period, or (ii)
                  immediately after written notice of such failure to perform or
                  breach is sent by NBAP if such failure to perform or breach
                  cannot be Completely Cured. For purposes of this subparagraph,
                  "Completely Cured" means that such failure to perform or
                  breach is cured so that, in the reasonable judgment of NBAP,
                  such failure to perform or breach will have had no effect on,
                  or caused no damage to, NBAP.

            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 for the balance of the Contract Year, less the
            royalties paid to NBAP through the date of termination.

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

            (1)   NBAP shall fail to perform or shall be in breach of any other
                  term or condition of this Agreement and if such breach shall
                  continue for a period of thirty (30) days after written notice
                  of such failure to perform or breach is sent by LICENSEE.

            (2)   NBAP 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.

            (3)   Either NBAP or the NBA is dissolved.

14.   DISPOSAL OF STOCK; EFFECT OF TERMINATION

      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 right to, nor allow third party to,
      manufacture, advertise, distribute, sell, promote or otherwise deal in any
      Licensed Products or use the Licensed Marks (and LICENSEE shall not engage
      in any such activity) except as provided below. For a period of ninety
      (90) days following the expiration (but not after the termination) of this
      Agreement, LICENSEE may sell-off and deliver Licensed Products which are
      on hand or in process 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 and in the normal course of business and at regular selling
      prices, (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 Licensed Products under
      this Paragraph. After such Sell-Off Period, all inventory on hand or in
      process (including all promotional and packaging materials) will be
      destroyed. LICENSEE shall have no sell-off rights in the event this
      Agreement is terminated. After such termination, all inventory on hand or
      in process (including all promotional and packaging materials) will be
      destroyed. Any destruction of Licensed Product required pursuant to this
      Agreement shall be attested to in a certificate signed by one of
      LICENSEE's officers.


                                       19
<PAGE>

15.   EQUITABLE RELIEF

      LICENSEE acknowledges that NBAP is entering into this Agreement not only
      in consideration of the royalties or other financial consideration 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 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. LICENSEE further acknowledges that: (i) its failure to
      manufacture, advertise, distribute, sell and promote the Licensed Products
      in accordance with this Agreement and (ii) the unauthorized or unapproved
      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, LICENSEE agrees that, 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.

19.   NO 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 in advertising and promotional materials specifically approved by
      NBAP. 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 use Player Attributes in
      any manner without first obtaining written authorization from the subject
      player(s). LICENSEE shall not enter into any agreement with any NBA player
      or any other person which would require that player or other person to
      wear or use any Licensed Product or other product at any NBA game (either
      courtside or in any locker room) or at practice; provided, however, that
      NBAP acknowledges that LICENSEE has entered into an agreement with Hakeem
      Olajuwon that requires him to wear LICENSEE'S athletic footwear during NBA
      games and that LICENSEE shall not be in breach of the foregoing provision
      as a result of such agreement.


                                       20
<PAGE>

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 in
      accordance with the terms and conditions of this Agreement. LICENSEE
      represents and warrants that the Licensed Products and 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)   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. 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, all payment obligations
            of LICENSEE hereunder shall be accelerated and immediately due and
            payable, and all rights granted under this Agreement shall
            immediately revert to NBAP.

      (b)   Waiver: None of the provisions of this Agreement can be waived or
            modified except expressly by a writing signed by both panties. 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.

      (c)   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(f) shall survive the expiration or termination of this Agreement.

      (d)   Adjustments: NBAP shall have the option to increase the Royalty
            Rates in the event that, at any time during the Term, LICENSEE
            agrees to pay or in fact pays an aggregate value with respect to any
            other licensed sports league in excess of the aggregate value paid
            to NBAP under this Agreement. From time-to-time at NBAP's request,
            LICENSEE shall deliver a certificate to NBAP which sets forth the
            royalty rates and any advertising and promotion contributions or any
            other amounts LICENSEE pays to any other licensed sports league.

      (e)   Governing Law and Jurisdiction: This Agreement shall be construed in
            accordance with the laws of the State of New York, USA, without
            regard to its principles of


                                       21
<PAGE>

            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 and NBAP consent to the jurisdiction of such
            court and to the service of process by mail.

      (f)   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 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. Notwithstanding the foregoing, LICENSEE shall be
            permitted to divulge financial or other information relating to this
            Agreement to a bona-fide prospective buyer of LICENSEE, provided
            that LICENSEE requires the prospective buyer to enter into an
            agreement pursuant to which the prospective buyer agrees to keep any
            such financial or other information strictly confidential.

      (g)   Research: LICENSEE shall cooperate with NBAP's reasonable requests
            for information in connection with conducting marketing tests,
            surveys and other research ("Research"), provided that any
            proprietary information so furnished shall be kept strictly
            confidential by NBAP. If LICENSEE performs or causes to be performed
            any Research primarily dedicated to evaluating or otherwise
            assessing a Licensed Product (or any LICENSEE (non-NBA) product
            offering similar to a Licensed Product), then copies of such
            Research results shall be promptly provided to NBAP. As may be
            reasonably requested by NBAP, LICENSEE shall provide NBAP (or NBAP's
            designated third-party researcher) with any Research and information
            that LICENSEE has or obtains regarding its retail accounts.

      (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, when fully-executed,
            shall constitute 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 Senior Vice President, Business Affairs or such other
            executive designated by the President to sign.

                                      # # #


                                       22
<PAGE>

                                   SCHEDULE A

         SPALDING NBA GOLF BALL ANNUAL MINIMUM SALES PERFORMANCE GOALS:

                                       [*]


                                       23
<PAGE>

                                   SCHEDULE B

                           THIRD PARTY MANUFACTURERS:

                                       [*]


                                       24