EXHIBIT 10.27


                          TRADEMARK SECURITY AGREEMENT

            This Agreement, dated as of October __, 1999, is made by and between
GROW BIZ INTERNATIONAL, INC. and GROW BIZ GAMES, INC., each a Minnesota
corporation whose address and principal place of business is 4200 Dahlberg
Drive, Golden Valley, Minnesota 55422 (each a "Debtor" and collectively the
"Debtors"), on the one hand, and TCF NATIONAL BANK MINNESOTA, a national banking
association whose address and principal place of business is 801 Marquette
Avenue, Minneapolis, Minnesota 55402 (the "Secured Party"), on the other hand.

                                    Recitals

            The Debtors and the Secured Party have entered into an Amended and
Restated Credit Agreement dated as of October 14, 1998, as amended by a letter
agreement amendment dated as of July 29, 1999, and as amended by Second
Amendment to Amended and Restated Credit Agreement (the "Second Amendment"),
dated as of August 31, 1999 (as so amended, and as it may hereafter from time to
time be amended, restated or otherwise modified, the "Credit Agreement") setting
forth the terms on which the Secured Party has made and may hereafter make
certain loans or other financial accommodations to or for the account of the
Debtors.

            Pursuant to the Second Amendment, the Credit Agreement now requires
as a condition to each Advance from and after October 31, 1999, that, among
other things, the Debtors execute and deliver to the Secured Party such
documents as may be necessary in order for the Secured Party to possess first
and prior security interest in the Debtors' trademarks. Accordingly, the Secured
Party has required the execution and delivery of this Agreement by the Debtors.

            ACCORDINGLY, in consideration of the mutual covenants contained in
the Credit Agreement and herein, the parties hereby agree as follows:

1. DEFINITIONS. ALL TERMS DEFINED IN THE RECITALS HERETO OR IN THE CREDIT
AGREEMENT THAT ARE NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO
THEM THEREIN. IN ADDITION, THE FOLLOWING TERMS HAVE THE MEANINGS SET FORTH
BELOW:

                        "Obligations" means each and every debt, liability and
            obligation of every type and description arising under or in
            connection with any Loan Document (as defined in the Credit
            Agreement) which the Debtors may now or at any time hereafter owe to
            the Secured Party, whether such debt, liability or obligation now
            exists or is hereafter created or incurred and whether it is or may
            be direct or indirect, due or to become due, absolute or contingent,
            primary or secondary, liquidated or unliquidated, independent,
            joint, several or joint and several, and including specifically, but
            not limited to, the Obligations (as defined in the Credit
            Agreement).

                        "Trademarks" means all of each Debtor's right, title and
            interest in and to trademarks, service marks, collective membership
            marks, the respective goodwill associated with each, the
            registrations and applications for each, and licenses thereunder,
            and including without limitation (i) the right to sue for past
            infringement and damages therefor, (ii) licenses thereunder and
            (iii) all proceeds and products of the foregoing, including without
            limitation all payments under insurance or any indemnity or warranty
            payable in respect of the foregoing, all as presently existing or
            hereafter arising or acquired, including, without limitation, the
            marks listed on Exhibit A.


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2. GRANT OF SECURITY INTEREST. AS COLLATERAL SECURITY FOR THE PROMPT AND
COMPLETE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, THE DEBTORS HEREBY GRANT TO
THE SECURED PARTY A SECURITY INTEREST IN THE TRADEMARKS.

3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. THE DEBTORS HEREBY REPRESENT,
WARRANT AND AGREE AS FOLLOWS:

(a) EXISTENCE; AUTHORITY. EACH DEBTOR IS A CORPORATION, HAVING FULL POWER AND
AUTHORITY TO MAKE AND DELIVER THIS AGREEMENT. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE DEBTORS HAS BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION OF EACH DEBTOR'S BOARD OF DIRECTORS, AND, IF NECESSARY, ITS
STOCKHOLDERS, AND DOES NOT AND WILL NOT VIOLATE THE PROVISIONS OF, OR CONSTITUTE
A DEFAULT UNDER, ANY PRESENTLY APPLICABLE LAW OR EITHER DEBTOR'S ARTICLES OF
INCORPORATION OR BYLAWS OR ANY AGREEMENT PRESENTLY BINDING ON EITHER DEBTOR.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE DEBTORS AND
CONSTITUTES EACH DEBTOR'S LAWFUL, BINDING AND LEGALLY ENFORCEABLE OBLIGATION.
THE CORRECT NAMES OF THE DEBTORS ARE GROW BIZ INTERNATIONAL, INC. AND GROW BIZ
GAMES, INC. THE AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT DO NOT REQUIRE NOTIFICATION TO, REGISTRATION WITH, OR CONSENT OR
APPROVAL BY, ANY FEDERAL, STATE OR LOCAL REGULATORY BODY OR ADMINISTRATIVE
AGENCY.

(b) TRADEMARKS. EXHIBIT A ACCURATELY LISTS ALL TRADEMARKS OWNED OR CONTROLLED BY
THE DEBTORS AS OF THE DATE HEREOF AND ACCURATELY REFLECTS THE EXISTENCE AND
STATUS OF TRADEMARKS AND ALL REGISTRATIONS PERTAINING THERETO AS OF THE DATE
HEREOF. EACH DEBTOR AGREES TO GIVE THE SECURED PARTY PROMPT WRITTEN NOTICE OF
EACH APPLICATION FOR REGISTRATION OF A TRADEMARK (IF ANY) SUCH DEBTOR FILES
DURING THE EFFECTIVENESS OF THIS AGREEMENT.

(c) TITLE. WITH RESPECT TO EACH TRADEMARK LISTED ON EXHIBIT A, ONE OR THE OTHER
OF THE DEBTORS HAS ABSOLUTE TITLE, FREE AND CLEAR OF ALL SECURITY INTERESTS,
LIENS AND ENCUMBRANCES, EXCEPT THE SECURITY INTEREST. EACH DEBTOR (i) WILL HAVE,
AT THE TIME SUCH DEBTOR ACQUIRES ANY RIGHTS IN TRADEMARKS HEREAFTER ARISING,
ABSOLUTE TITLE TO EACH SUCH TRADEMARK FREE AND CLEAR OF ALL SECURITY INTERESTS,
LIENS AND ENCUMBRANCES, EXCEPT THE SECURITY INTEREST, AND (ii) WILL KEEP ALL
TRADEMARKS FREE AND CLEAR OF ALL SECURITY INTERESTS, LIENS AND ENCUMBRANCES
EXCEPT THE SECURITY INTEREST.

(d) NO SALE. THE DEBTORS WILL NOT SELL, ABANDON OR OTHERWISE DISPOSE OF THE
TRADEMARKS, OR ANY INTEREST THEREIN, WITHOUT THE SECURED PARTY'S PRIOR WRITTEN
CONSENT.

(e) DEFENSE. THE DEBTORS WILL AT THEIR OWN EXPENSE, AND USING THEIR BEST
EFFORTS, PROTECT AND DEFEND THE TRADEMARKS AGAINST ALL CLAIMS OR DEMANDS OF ALL
PERSONS OTHER THAN THE SECURED PARTY.

(f) MAINTENANCE. THE DEBTORS WILL AT THEIR OWN EXPENSE MAINTAIN THE TRADEMARKS
TO THE EXTENT REASONABLY ADVISABLE IN THEIR BUSINESS INCLUDING, BUT NOT LIMITED
TO, USING THE TRADEMARKS IN ACTIVE COMMERCE IN THE GOODS TO WHICH


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THE TRADEMARKS PERTAIN, FILING ALL APPLICATIONS TO REGISTER AND ALL AFFIDAVITS
AND RENEWALS POSSIBLE WITH RESPECT TO ISSUED REGISTRATIONS. EACH DEBTOR
COVENANTS THAT IT WILL NOT ABANDON NOR FAIL TO PAY ANY MAINTENANCE FEE OR
ANNUITY DUE AND PAYABLE ON ANY TRADEMARK, NOR FAIL TO FILE ANY REQUIRED
AFFIDAVIT OR OTHER DOCUMENT IN SUPPORT THEREOF, WITHOUT FIRST PROVIDING THE
SECURED PARTY: (i) SUFFICIENT WRITTEN NOTICE, AS PROVIDED IN THE CREDIT
AGREEMENT, TO ALLOW THE SECURED PARTY TO TIMELY PAY ANY SUCH MAINTENANCE FEES OR
ANNUITY WHICH MAY BECOME DUE ON ANY OF SAID TRADEMARKS, OR TO FILE ANY AFFIDAVIT
OR OTHER DOCUMENT WITH RESPECT THERETO, AND (ii) A SEPARATE WRITTEN POWER OF
ATTORNEY OR OTHER AUTHORIZATION TO PAY SUCH FEES, OR ANNUITIES, OR TO FILE SUCH
AFFIDAVIT OR OTHER DOCUMENTS, SHOULD SUCH BE NECESSARY OR DESIRABLE.

(g) SECURED PARTY'S RIGHT TO TAKE ACTION. IF EITHER DEBTOR FAILS TO PERFORM OR
OBSERVE ANY OF ITS COVENANTS OR AGREEMENTS SET FORTH IN THIS SECTION 3, AND IF
SUCH FAILURE CONTINUES FOR A PERIOD OF TEN (10) CALENDAR DAYS AFTER THE SECURED
PARTY GIVES SUCH DEBTOR WRITTEN NOTICE THEREOF (OR, IN THE CASE OF THE
AGREEMENTS CONTAINED IN SUBSECTION (f), IMMEDIATELY UPON THE OCCURRENCE OF SUCH
FAILURE, WITHOUT NOTICE OR LAPSE OF TIME), OR IF EITHER DEBTOR NOTIFIES THE
SECURED PARTY THAT IT INTENDS TO ABANDON A TRADEMARK, THE SECURED PARTY MAY (BUT
NEED NOT) PERFORM OR OBSERVE SUCH COVENANT OR AGREEMENT ON BEHALF AND IN THE
NAME, PLACE AND STEAD OF SUCH DEBTOR (OR, AT THE SECURED PARTY'S OPTION, IN THE
SECURED PARTY'S OWN NAME) AND MAY (BUT NEED NOT) TAKE ANY AND ALL OTHER ACTIONS
WHICH THE SECURED PARTY MAY REASONABLY DEEM NECESSARY TO CURE OR CORRECT SUCH
FAILURE.

(h) COSTS AND EXPENSES. EXCEPT TO THE EXTENT THAT THE EFFECT OF SUCH PAYMENT
WOULD BE TO RENDER ANY LOAN OR FORBEARANCE OF MONEY USURIOUS OR OTHERWISE
ILLEGAL UNDER ANY APPLICABLE LAW, EITHER DEBTOR SHALL PAY THE SECURED PARTY ON
DEMAND THE AMOUNT OF ALL MONEYS EXPENDED AND ALL COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED BY THE SECURED PARTY IN CONNECTION WITH OR
AS A RESULT OF THE SECURED PARTY'S TAKING ACTION UNDER SUBSECTION (g) OR
EXERCISING ITS RIGHTS UNDER SECTION 6 OF THIS AGREEMENT, TOGETHER WITH INTEREST
THEREON FROM THE DATE EXPENDED OR INCURRED BY THE SECURED PARTY AT THE HIGHEST
RATE THEN APPLICABLE TO ANY OF THE OBLIGATIONS.

(i) POWER OF ATTORNEY. TO FACILITATE THE SECURED PARTY'S TAKING ACTION UNDER
SUBSECTION (g) AND EXERCISING ITS RIGHTS UNDER SECTION 6, EACH DEBTOR HEREBY
IRREVOCABLY APPOINTS (WHICH APPOINTMENT IS COUPLED WITH AN INTEREST) THE SECURED
PARTY, OR ITS DELEGATE, AS THE ATTORNEY-IN-FACT OF SUCH DEBTOR WITH THE RIGHT
(BUT NOT THE DUTY) FROM TIME TO TIME TO CREATE, PREPARE, COMPLETE, EXECUTE,
DELIVER, ENDORSE OR FILE, IN THE NAME AND ON BEHALF OF SUCH DEBTOR, ANY AND ALL
INSTRUMENTS, DOCUMENTS, APPLICATIONS, FINANCING STATEMENTS, AND OTHER AGREEMENTS
AND WRITINGS REQUIRED TO BE OBTAINED, EXECUTED, DELIVERED OR ENDORSED BY SUCH
DEBTOR UNDER THIS SECTION 3, OR, NECESSARY FOR THE SECURED PARTY, AFTER AN EVENT
OF DEFAULT, TO ENFORCE OR USE THE TRADEMARKS OR TO GRANT OR ISSUE ANY EXCLUSIVE
OR NON-EXCLUSIVE LICENSE UNDER THE TRADEMARKS TO ANY THIRD PARTY, OR TO SELL,
ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE TRANSFER TITLE IN OR DISPOSE OF
THE


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TRADEMARKS TO ANY THIRD PARTY. THE DEBTORS HEREBY RATIFY ALL THAT SUCH ATTORNEY
SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. THE POWER OF ATTORNEY
GRANTED HEREIN SHALL TERMINATE UPON THE TERMINATION OF THE CREDIT AGREEMENT AS
PROVIDED THEREIN AND THE PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS (AS DEFINED
THEREIN).

4. DEBTORS' USE OF THE TRADEMARKS. THE DEBTORS SHALL BE PERMITTED TO CONTROL AND
MANAGE THE TRADEMARKS, INCLUDING THE RIGHT TO EXCLUDE OTHERS FROM MAKING, USING
OR SELLING ITEMS COVERED BY THE TRADEMARKS AND ANY LICENSES THEREUNDER, IN THE
SAME MANNER AND WITH THE SAME EFFECT AS IF THIS AGREEMENT HAD NOT BEEN ENTERED
INTO, SO LONG AS NO EVENT OF DEFAULT OCCURS AND REMAINS UNCURED.

5. EVENTS OF DEFAULT. EACH OF THE FOLLOWING OCCURRENCES SHALL CONSTITUTE AN
EVENT OF DEFAULT UNDER THIS AGREEMENT (HEREIN CALLED "EVENT OF DEFAULT"): (a) AN
EVENT OF DEFAULT, AS DEFINED IN THE CREDIT AGREEMENT, SHALL OCCUR; OR (b) EITHER
DEBTOR SHALL FAIL PROMPTLY TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT
HEREIN BINDING ON IT; OR (c) ANY OF THE REPRESENTATIONS OR WARRANTIES CONTAINED
IN SECTION 3 SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN
MADE.

6. REMEDIES. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY TIME
THEREAFTER, THE SECURED PARTY MAY, AT ITS OPTION, TAKE ANY OR ALL OF THE
FOLLOWING ACTIONS:

(a) THE SECURED PARTY MAY EXERCISE ANY OR ALL REMEDIES AVAILABLE UNDER THE
CREDIT AGREEMENT.

(b) THE SECURED PARTY MAY SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE
DISPOSE OF THE TRADEMARKS.

(c) THE SECURED PARTY MAY ENFORCE THE TRADEMARKS AND ANY LICENSES THEREUNDER,
AND IF SECURED PARTY SHALL COMMENCE ANY SUIT FOR SUCH ENFORCEMENT, EACH DEBTOR
SHALL, AT THE REQUEST OF SECURED PARTY, DO ANY AND ALL LAWFUL ACTS AND EXECUTE
ANY AND ALL PROPER DOCUMENTS REQUIRED BY SECURED PARTY IN AID OF SUCH
ENFORCEMENT.

7. COUNTERPARTS. THIS ASSIGNMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL
CONSTITUTE THE SAME INSTRUMENT.

8. MISCELLANEOUS. THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED BY ALL
NECESSARY ACTION, CORPORATE OR OTHERWISE. THIS AGREEMENT CAN BE WAIVED,
MODIFIED, AMENDED, TERMINATED OR DISCHARGED, AND THE SECURITY INTEREST CAN BE
RELEASED, ONLY EXPLICITLY IN A WRITING SIGNED BY THE SECURED PARTY. A WAIVER
SIGNED BY THE SECURED PARTY SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND
FOR THE SPECIFIC PURPOSE GIVEN. MERE DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE
THE EXERCISE OR ENFORCEMENT OF ANY OF THE SECURED PARTY'S RIGHTS OR REMEDIES.
ALL RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY BE


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EXERCISED SINGULARLY OR CONCURRENTLY, AT THE SECURED PARTY'S OPTION, AND THE
EXERCISE OR ENFORCEMENT OF ANY ONE SUCH RIGHT OR REMEDY SHALL NEITHER BE A
CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY OTHER. THE SECURED PARTY
SHALL NOT BE OBLIGATED TO PRESERVE ANY RIGHTS THE DEBTORS MAY HAVE AGAINST PRIOR
PARTIES, TO REALIZE ON THE TRADEMARKS AT ALL OR IN ANY PARTICULAR MANNER OR
ORDER, OR TO APPLY ANY CASH PROCEEDS OF TRADEMARKS IN ANY PARTICULAR ORDER OF
APPLICATION. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE DEBTORS AND THE SECURED PARTY AND THEIR RESPECTIVE PARTICIPANTS, SUCCESSORS
AND ASSIGNS AND SHALL TAKE EFFECT WHEN SIGNED BY THE DEBTORS AND DELIVERED TO
THE SECURED PARTY, AND THE DEBTORS WAIVE NOTICE OF THE SECURED PARTY'S
ACCEPTANCE HEREOF. THE SECURED PARTY MAY EXECUTE THIS AGREEMENT IF APPROPRIATE
FOR THE PURPOSE OF FILING, BUT THE FAILURE OF THE SECURED PARTY TO EXECUTE THIS
AGREEMENT SHALL NOT AFFECT OR IMPAIR THE VALIDITY OR EFFECTIVENESS OF THIS
AGREEMENT. A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF
ANY FINANCING STATEMENT SIGNED BY THE DEBTORS SHALL HAVE THE SAME FORCE AND
EFFECT AS THE ORIGINAL FOR ALL PURPOSES OF A FINANCING STATEMENT. THIS AGREEMENT
SHALL BE GOVERNED BY THE INTERNAL LAW OF MINNESOTA WITHOUT REGARD TO CONFLICTS
OF LAW PROVISIONS. IF ANY PROVISION OR APPLICATION OF THIS AGREEMENT IS HELD
UNLAWFUL OR UNENFORCEABLE IN ANY RESPECT, SUCH ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT OTHER PROVISIONS OR APPLICATIONS WHICH CAN BE GIVEN EFFECT AND
THIS AGREEMENT SHALL BE CONSTRUED AS IF THE UNLAWFUL OR UNENFORCEABLE PROVISION
OR APPLICATION HAD NEVER BEEN CONTAINED HEREIN OR PRESCRIBED HEREBY. ALL
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL SURVIVE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE CREATION AND
PAYMENT OF THE OBLIGATIONS.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
ON OR PERTAINING TO THIS AGREEMENT.

            IN WITNESS WHEREOF, the parties have executed this Trademark
Security Agreement as of the date written above.



                                      GROW BIZ INTERNATIONAL, INC.


                                      By /s/ David J. Osdoba, Jr.
                                         ------------------------
                                         David J. Osdoba, Jr.
                                         Its Vice President of Finance and Chief
                                         Financial Officer

                                      GROW BIZ GAMES, INC.


                                      By /s/ David J. Osdoba, Jr.
                                         ------------------------
                                         David J. Osdoba, Jr.
                                         Its Vice President of Finance and Chief
                                         Financial Officer

                                      TCF NATIONAL BANK MINNESOTA


                                      By
                                        ----------------------------------------
                                         Its
                                            ------------------------------------

                                      By
                                        ----------------------------------------
                                         Its
                                            ------------------------------------


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<PAGE>


STATE OF MINNESOTA   )
                     )
COUNTY OF HENNEPIN   )

         The foregoing instrument was acknowledged before me this __ day of
October, 1999, by David J. Osdoba, the Vice President of Finance and Chief
Financial Officer of Grow Biz International, Inc., a Minnesota corporation, on
behalf of the corporation.

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

                                                        Notary Public

STATE OF MINNESOTA   )
                     )
COUNTY OF HENNEPIN   )

         The foregoing instrument was acknowledged before me this __ day of
October, 1999, by David J. Osdoba, the Vice President of Finance and Chief
Financial Officer of Grow Biz Games, Inc., a Minnesota corporation, on behalf of
the corporation.

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

                                                        Notary Public

STATE OF MINNESOTA   )
                     )
COUNTY OF HENNEPIN   )

         The foregoing instrument was acknowledged before me this __ day of
October, 1999, by _________________________________, a ______________________ of
TCF National Bank Minnesota, a national banking association, on behalf of the
association.

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

                                                        Notary Public

STATE OF MINNESOTA   )
                     )
COUNTY OF HENNEPIN   )

         The foregoing instrument was acknowledged before me this __ day of
October, 1999, by _________________________________, a ______________________ of
TCF National Bank Minnesota, a national banking association, on behalf of the
association.

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

                                                        Notary Public


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                                    EXHIBIT A
                         UNITED STATES ISSUED TRADEMARKS
                                  REGISTRATIONS

                Mark                    Registration Number    Registration Date
                ----                    -------------------    -----------------
*Computer Renaissance                        1,856,440              09/27/94
*Computer Renaissance and design             1,975,949              05/28/96
*Plato's Closet                              2,211,282              12/15/98
ABC Once Upon A Child A Children's           1,573,973              12/26/89
Resale Shop and design
*Once Upon a Child and design                1,856,930              10/04/94
Kids' Stuff with Previous Experience         1,926,022              10/10/95
Play It Again Kids                           1,956,690              02/13/96
*Play It Again Sports                        1,562,785              10/24/89
*Play It Again Sports and design             1,738,778              12/08/92
Sports Equipment That's Used.                1,874,326              01/17/95
But Not Used Up.
Play Safe. Play Hard. Play It Again.         1,950,617              01/23/96
Play It Again Sports
Pro Custom                                   1,216,009              11/09/82
*Music Go Round                              1,857,397              10/04/94
Music Equipment That's Used But Not          2,164,203              06/09/98
Used Up
*Music Go Round and design                   1,938,398              11/28/95
ReTool logo                                  2,267,043               08/3/99
Design - person                              2,264,554              07/27/99
Design - person                              2,264,553              07/27/99
Value to the Extreme                         2,235,090              03/23/99
Design - jack-in-the-box                     2,101,003              09/30/97
Grow Biz                                     1,953,197              01/30/96
*Computer Renaissance                        1,918,636              09/12/95
*Music Go Round                              1,933,637              11/07/95
Grow Biz                                     1,897,696              06/06/95
*Once Upon A Child                           1,668,930              12/17/91
*Once Upon A Child and design                1,872,459              01/10/95
Grow Biz                                     1,859,937              10/25/94
*Once Upon A Child and design                1,821,841              02/15/94
Sports Traders                               1,811,232              12/14/93
Grow Biz and design                          1,968,686              04/16/96


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<PAGE>


*ReTool                                      2,267,043              08/03/99


                      UNITED STATES TRADEMARK APPLICATIONS

*Plato's Closet and design     Serial No. 75/709,530    Date of filing: 05/19/99
We Keep the Music Moving       Serial No. 75/461,860         Date of filing:
                                                                 04/3/98
*Design - recycle logo         Serial No. 74/662,893         Date of filing:
                                                                 4/19/95
Pro Custom                     Serial No. 74/638,321         Date of filing:
                                                                 2/27/95


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                           CANADIAN ISSUED TRADEMARKS
                                  REGISTRATIONS

                                Registration Number (or Other
              Mark                  Identification Number)     Registration Date
              ----                  ----------------------     -----------------
*Play It Again Sports                      407,459                  1/29/93
*Music Go Round                            472,787                  3/18/97
*Computer Renaissance                      496,479                  6/19/98
*Computer Renaissance &                    474,198                   4/7/97
  Design
Family Golf Shop                           496,825
Grow Biz                                   473,728
Grow Biz & Design                          503,283
Kids' Stuff With Previous Experience       515,845
*O Logo Design (Chasing Arrows)            890,859
*Once Upon A Child & Design                447,287                   9/8/98
*Once Upon A Child A Children's            406,110
  Resale Shop & Design
*Plato's Closet Brand Name                 1017819
  Teen Wear & Design
Play Safe Play Hard Play It                 463206
  Again Play It Again Sports

                         CANADIAN TRADEMARK APPLICATIONS

*ReTool and Design                                Appl. #882,608      6/26/98
*ReTool                                           Appl. #882,609      6/26/98
PRINCIPAL TRADEMARKS ARE INDICATED BY "*"


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