SECOND AMENDMENT TO LEASE

SUBLESSOR:   GENERAL TEXTILES, a California corporation 

SUBLESSEE:   FOTOBALL, USA, Inc.


                                  WITNESSETH

     SUBLESSOR AND SUBLESSEE have entered into that certain Sublease 
dated June 19, 1997 and First Amendment to Lease dated March 31, 1998 
(collectively the "Sublease"), with respect to the real property located 
in the County of San Diego, the State of California, which is more 
particularly described as 4000 Ruffin Road, San Diego, California 
consisting of twenty-two thousand five hundred and thirty (22,530) 
square feet of retail space("Premises") located in the southwest portion 
of the building.

    The parties wish to Amend the Sublease on this 12th day of May, 
1998, as follows:

1.  Premises:  Sublessor and Sublessee agree to expand the Premises by 
approximately an additional 18,818 square feet ("the Additional 
Premises") located in the southwest portion of the building immediately 
west of the Premises as shown on Exhibit "A".

2.  Terms:  Subject to Paragraph 4 below, the term for the Additional 
Premises shall be month-to-month commencing on May 13, 1998 and shall be 
leased on all terms and conditions of the Sublease including monthly 
rent of $0.44 per square foot ($8,279.92).  The Additional Premises is 
subject to an existing
expansion option.  Therefore, the Sublessee agrees to vacate the 
Additional Premises within fourteen (14) days of receiving verbal or 
written notice ("Notice Period'") from the Sublessor.  Written notice 
may be given either by facsimile, overnight delivery service or mail.  
On the vacation date, the Additional Premises shall be broom clean and 
in the same condition as it was prior to the Sublessee's occupancy 
including closing the opening in the drywall demising wall.  Any tenant 
improvement, alarm and/or utility work to restore the Additional 
Premises to its condition existing prior to Sublessee's occupancy shall 
be completed prior to the end of the Notice Period by the Sublessor and 
reimbursed by the Sublessee to the Sublessor as additional rent under 
the Sublease within fifteen (15)days of Sublessor's request for 
reimbursement.

3.  A.  Tenant Improvements: Sublessee will construct the following 
tenant improvements at Sublessee's sole cost and expense:

    1.  Construct a secured passageway between the Premises and the 
        Additional Premises. Construction of this opening is approved with 
        this document.

    2.  Secure the Additional Premises from the adjacent tenant's
        Premises, if required.

    B.  Any additional tenant improvement work shall be approved by the 
        Sublessor and Master Lessor prior to the commencement of the tenant
        improvements.

    C.  The Sublessee agrees to reimburse the Sublessor for any 
        associated work required on the Building, alarm system and/or
        utilities due to the adding of the Additional Premises.  Such
        reimbursement shall be made by the Sublessee to the Sublessor as
        additional rent under the Sublease within fifteen (l5) days of
        Sublessor's request for reimbursement.

4.  Term Extension Rights:   Sublessee has exercised an option to extend 
the term of the Sublease so that the term of the Sublease with respect 
to the 22,530 square feet of the Premises initially subleased expires on 
July 13, 2000. Sublessee also has one further extension option to extend 
the term for an additional one year period. As indicated in Paragraph 2 
above, the Additional Premises is subject to an existing expansion 
option of another tenant (the "Existing Expansion Option"). In the event 
the Existing Expansion Option is not exercised, Sublessor shall provide 
notice thereof to Sublessee and the term of the sublease of the 
Additional Premises shall be modified to be coterminous with the term of 
the sublease of the original Premises of 22,530 square feet and, in such 
event, the extension option of the Sublessee shall also apply to the 
Additional Premises. During the time period that Sublessee subleases the 
Additional Premises on a month to month basis, Sublessee shall not have 
any right to extend the term of the sublease of the Additional Premises 
for any extension periods as provided in the Sublease.

    Except as modified hereinabove, all other terms and conditions of 
said Sublease shall remain in full force and effect.

ACCEPTED AND AGREED TO:                          ACCEPTED AND AGREED TO:
FOTOBALL, USA, Inc.                              RUFFIN SAN DIEGO CORPORATION

"SUBLESSEE"                                      "MASTER LESSOR"

By:  /s/ Michael Favish                           By:  /s/ Gerald Goldman
   ---------------------                               ---------------------
      Michael Favish,                                  Gerald Goldman,
      President, CFO                                   Asset Manager

Dated:  June 1, 1998                              Dated: May 18, 1998


ACCEPTED AND AGREED TO: 
GENERAL TEXTILES a
California corporation

"SUBLESSOR"

By:  /s/ James Baker
   ------------------
     James Baker
     CFO

Dated:  May 26, 1998<PAGE>


General Textiles, Inc.
4000 Ruffin Road
San Diego, CA 92123
(619) 637-4126
(619) 637-4188 (fax)



September 29, 1998



Via Facsimile & U.S. Mail



Mr. Michael Favish 
Fotoball USA, Inc. 
3738 Ruffin Road 
San Diego, CA 92123


    Re: Sublease dated June 19, 1997 between General Textiles. 
    Inc.("Sublessor") and Fotoball USA, Inc. ("Sublessee") as amended on 
    March 31, 1998, May 12, 1998 and June 4, 1998 (collectively, as amended, 
    the "Sublease") relative to the original premises consisting of 22,608 
    square feet (the `'Original Premises") and additional premises 
    consisting of 18,818 square feet (the "Additional premises") at 4000 
    Ruffin Road, San Diego, California (the Original Premises and the 
    Additional Premises shall be collectively referred to as the 
    ("Premises")


Dear Mr. Favish:
    
    This letter sets forth our agreement to amend the Sublease as follows:

1.  As referenced in Paragraph 4 of the Second Amendment to the sublease 
dated May 12, 1998, the "Existing Expansion Option" (as defined therein) 
was not exercised by the other subtenant with respect to the Additional 
Premises. Accordingly, as required by Paragraph 4, the term of the 
Additional Premises shall no longer be on a month-to-month basis, and 
the term of both the Original Premises and the Additional Premises shall 
now be coterminous and expire on July 13, 2000.  In addition, Sublessee 
shall have one(l) option (the "Option") to extend the term of the 
Sublease for one(l) year to commence on July 14, 2000 and expire on July 
13, 2001. Sublessee must give Sublessor one hundred eighty (180) days 
prior written notice in order to exercise the option to extend the term 
as; provided above.  In the event such notice is not given by the date 
required herein, Sublessee shall have no further right to extend the 
term.

2.  Sublessor currently subleases to another subtenant an additional 
18,624 square feet (the "Expansion Premises") that is adjacent to the 
Additional Premises.  The sublease of the other subtenant for the 
Expansion Premises currently expires on February 28, 1999.  Commencing 
on March 1, 1999, Subleasee hereby agrees to sublease from Sublessor, 
and Sublessor hereby agrees to sublease to Sublessee, the Expansion 
Space for the term, at the rental, and upon all the terms and conditions 
of the Sublease, as amended in this letter. Effective March 1,1999 the 
Premises shall include the Original Premises.  Additional Premises and 
Expansion Premises, consisting of a total of 60,050 square feet.  The 
term for the Expansion Premises shall be coterminous with the term of 
the Original Premises and the Additional Premises and shall expire on 
July 13, 2000.  In the event Sublessee elects to exercise the Option to 
extend the term for one year, such Option must be exercised for all of 
the Premises (i.e., the Option will be deemed to be for the Original 
Premises, Additional Premises and Expansion Premises). Sublessee shall 
not be permitted to exercise the Option for less than all of the 
Premises (as collectively defined herein).

3.  Sublessee acknowledges that it is subleasing the Expansion Premises 
from Sublessor in its "as is" condition.  All improvements to be made to 
the Expansion Premises (or any other portion of the Premises) by 
Sublessee are subject to the written approval of Sublessor and Master 
Lessor prior to the commencement of any work by Sublessee.  Any 
improvements to the Expansion Premises (or any other portion of the 
Premises) shall be performed at Sublessee's sole cost and expense, in 
good workmanlike manner and in accordance with all applicable laws and 
regulations.  Sublessee agrees to reimburse Sublessor, as additional 
rent within fifteen (15) days of request, for any associated work 
required on the Building, alarm system and/or utilities due to the 
addition of the Expansion Premises.  Upon the expiration of the term of 
this Sublease, Sublessee shall vacate the Premises in broom clean 
condition and in the same condition it was prior to Sublessee's 
occupancy, ordinary wear and tear excepted.

4.  Commencing on March 1, 1999 and for each month thereafter during the 
term of this Sublease (including the Option term), Sublessee: agrees to 
reimburse Sublessor, as additional rent within fifteen (15) days of 
request, for any amounts that Sublessor is required to pay to Master 
Lessor under the Master Lease for Common Area Operating Expenses, Real 
Property Taxes and Insurance that are attributable to the Original 
Premises, Additional Premises and Expansion Premises during the term of 
this Sublease.

5.  Sublessee currently pays monthly installments of base rent for the 
Original Premises and Additional Premises equal to forty-four cents 
($.44) per square: foot per month far a total of $18,227.44 per month.  
Subject to any adjustment to the base rent as provided below, commencing 
March 1, 1999, Sublessee shall pay base rent for the Expansion Premises 
at the rate of forty-four cents ($.44) per square foot per month, which 
equals $8, l94,56 per month.  Subject to any adjustment required below, 
the total base rent payable by Sublessee commencing on March 1,1999 for 
the entire Premises shall be $26,422.00. Sublessee acknowledges that the 
base rent that Sublessor is required to pay to Master Lessor is subject 
to annual increases of three percent (3%) per year, with the next 
increase to occur on April 1, 1999, Sublessee agrees to increase the 
base rent that it pays to Sublessor during the term hereof to cover the 
cost of any such increase imposed by the Master Lease.

    Please sign an original of this letter and return it to me indicating 
your agreement with the foregoing terms and conditions. Thanks for your 
assistance.

Sincerely, 
Sublessor 
General Textiles, Inc.

    The foregoing terms and conditions are accepted and agreed to:
    Sublessee
    Fotoball USA, Inc.

    By:  /s/ Michael Favish
         -------------------
    Its: President/CFO
         -------------------
    Dated: 9/29/98
         -------------------

    The foregoing amendment to the Sublease is consented to: 
    Master Lessor 
    Ruffin San Diego Corporation