<PAGE>


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

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

                          Dated as of October 17, 2002

                                     Between

                                SPORT MASKA INC.
                                   as Borrower

                                       and

                             THE HOCKEY COMPANY and
                    THE OTHER CREDIT PARTIES SIGNATORY HERETO
                                as Credit Parties

                                       and

                     THE LENDERS UNDER THE CREDIT AGREEMENT
                                   as Lenders

                                       and

                      GENERAL ELECTRIC CAPITAL CANADA INC.
                               as Agent and Lender

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







                          Osler, Hoskin & Harcourt LLP


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>



                       FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth Amendment to Credit Agreement (this "FIFTH AMENDMENT"), dated as of
October 17, 2002, is between

                           SPORT MASKA INC., a New Brunswick corporation
                           ("BORROWER" or "MASKA CANADA")

                                       and

                           THE HOCKEY COMPANY and THE OTHER CREDIT PARTIES
                           SIGNATORY HERETO ("CREDIT PARTIES")

                                       and

                           THE LENDERS SIGNATORY HERETO
                           ("LENDERS")

                                       and

                           GENERAL ELECTRIC CAPITAL CANADA INC., a Canada
                           corporation, as Agent for the Lenders ("AGENT")



RECITALS

A.       Borrower (the corporation continuing from the amalgamation of Sport
         Maska Inc. and Tropsport Acquisitions Inc.), Credit Parties, Agent and
         Lenders are parties to a Credit Agreement made as of November 19, 1998
         (as amended, restated, supplemented and otherwise modified prior to
         giving effect to this Fifth Amendment, the "EXISTING CREDIT
         AGREEMENT").

B.       Maska U.S., Inc. and the other Credit Parties, General Electric Capital
         Corporation and certain lenders are also party to a Credit Agreement
         made November 19, 1998 (as amended, supplemented, restated and
         otherwise modified as of the date hereof, the "US FACILITY AGREEMENT").

C.       Borrower has requested amendments to certain provisions of the Existing
         Credit Agreement (concurrently with Maska U.S., Inc.'s requested
         amendments to the US Facility Agreement).

D.       Agent and Lenders have agreed to grant Borrower's request on the terms
         and subject to the conditions contained in this Fifth Amendment.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 2 -


FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 - INTERPRETATION

1.1      DEFINITIONS

Capitalized terms used and not defined in this Fifth Amendment have the meanings
given to them in the Existing Credit Agreement and the term "EFFECTIVE DATE" has
the meaning given to that term in Section 9.1 of this Fifth Amendment.

1.2      INCORPORATION INTO EXISTING CREDIT AGREEMENT

The Existing Credit Agreement and this Fifth Amendment shall henceforth be read
together and shall have the effect as if all the provisions of such agreements
were contained in one agreement (the Existing Credit Agreement, as amended by
this Fifth Amendment, the "AMENDED CREDIT AGREEMENT").

SECTION 2 - AMENDMENTS OF SECTION 1 OF THE EXISTING CREDIT AGREEMENT

2.1      AMENDMENTS OF SECTION 1.5 - INTEREST AND APPLICABLE MARGINS

On and after the Effective Date:

(1)      The Applicable Margins grid in Section 1.5 of the Existing Credit
         Agreement is amended and restated as follows:

<TABLE>
<CAPTION>

     "IF OPERATING CASH                                    LEVEL OF
       FLOW RATIO IS:                                 APPLICABLE MARGINS:
     <S>                                              <C>
                   > 2.75                                   Level I

     > 2.25, but less than or equal to 2.75                 Level II

      > 1.5, but less than or equal to 2.25                 Level III

      > 1.25, but less but or equal to 1.5                  Level IV

           less than or equal to 1.25                       Level V
</TABLE>


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 3 -


<TABLE>
<CAPTION>

                                                                           APPLICABLE MARGINS
                                                     LEVEL I      LEVEL II     LEVEL III     LEVEL IV      LEVEL V

<S>                                                   <C>          <C>           <C>          <C>           <C>
         Applicable Cdn Index Margin                  0.50%        0.50%         0.75%        1.00%         1.25%
         Applicable US Index Margin                   0.25%        0.25%         0.50%        0.75%         1.00%
         Applicable BA Margin                         1.50%        1.75%         2.00%        2.25%         2.50%
         Applicable LIBOR Margin                      1.50%        1.75%         2.00%        2.25%         2.50%
         Applicable Unused Line Fee Percentage        0.25%        0.25%         0.25%        0.25%        0.375%"
</TABLE>

(2)      The "Level III" Applicable Margins, as set out in the Applicable
         Margins grid in Section 1.5 of the Amended Credit Agreement, shall
         apply until the next adjustment (if any) in the Applicable Margins
         provided for in the Amended Credit Agreement.


2.2      AMENDMENT OF SECTION 1.9 - FEES

On and after the Effective Date, Section 1.9(2) of the Existing Credit Agreement
is amended and restated as follows:

         "(2) As additional compensation for Revolving Lenders, Continuing
         Borrower agrees to pay to Agent, a per annum fee (calculated on the
         basis of a 360 day year for actual days elapsed) for the ratable
         benefit of Revolving Lenders, in arrears, on the first Business Day of
         each month prior to the Commitment Termination Date and on the
         Commitment Termination Date, for Continuing Borrower's non-use of
         available funds in an amount equal the product of (a) the difference
         between (i) the Maximum Amount and (ii) the average for the period of
         the daily closing balances of the Revolving Loan and the Swing Line
         Loan outstanding during the period for which such fee is due and (b)
         the Applicable Unused Line Fee Percentage.".

For greater certainty, Section 1.9(2) of the Amended Credit Agreement shall not
be applicable to any period prior to the Effective Date.

2.3      AMENDMENT OF SECTION 1.14 - ACCESS

On and after the Effective Date, Section 1.14 of the Existing Credit Agreement
is amended by amending and restating the second last sentence of such Section as
follows:

         "Agent will give Lenders at least ten (10) days' prior written notice
         of regularly scheduled audits, which audits may be conducted no more
         frequently than once per annum unless (a) Continuing Borrower fails to
         make any payment of principal of, or interest on, or Fees or any other
         amount owing in respect of, the Loan or any of the other Obligations
         when due and payable, (b) any Credit Party shall fail to keep or
         observe any of the provisions of Section 6.10 or set forth in ANNEX G,
         or (c) (i) Aggregate Net Borrowing Availability is less than
         US$15,000,000 and (ii) there are outstanding Loans to Continuing
         Borrower, in any case of which audits may be conducted as frequently as
         Agent determines necessary or advisable.".


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 4 -


SECTION 3 - AMENDMENTS OF SECTION 6 OF THE EXISTING CREDIT AGREEMENT

3.1      AMENDMENT OF SECTION 6.3 - INDEBTEDNESS

On and after the Effective Date, Section 6.3(1)(d)(ii) of the Existing Credit
Agreement is amended and restated as follows:

         "(ii) with respect to the US Borrowers under the US Facility not to
exceed US$12,000,000 and".

3.2      AMENDMENT OF SECTION 6.21 - INTELLECTUAL PROPERTY LICENSES; CCM
         SHAREHOLDER'S AGREEMENT

Section 6.21 of the Existing Credit Agreement is amended by inserting the
following immediately before the first sentence thereof:

         "No Credit Party shall accept a Licence of Intellectual Property
         granted to it by CCM, NHL Enterprises Canada, L.P. or NHL Enterprises
         L.P. or any Affiliate thereof unless and until Continuing Borrower
         provides Agent with notice thereof and Agent shall have received any
         Consents and Acknowledgements Respecting Intellectual Property which
         Agent determines are necessary or desirable to protect Agent's and
         Lenders' interests in and rights of enforcement against the
         Collateral.".

SECTION 4 - AMENDMENTS OF ANNEXES

4.1      AMENDMENTS OF ANNEX A - DEFINITIONS

On and after the Effective Date,

(1)      Paragraph (9.1) is inserted into Annex A of the Existing Credit
         Agreement immediately following the term "(9) AGGREGATE BORROWING BASE"
         as follows:

         "(9.1) AGGREGATE NET BORROWING AVAILABILITY means the sum of (1) Net
         Borrowing Availability and (2) "NET BORROWING AVAILABILITY", as such
         term is defined in the US Facility Agreement.".

(2)      Paragraph (15) of Annex A of the Existing Credit Agreement is amended
         and restated as follows:

         "(15) APPLICABLE MARGINS means collectively the Applicable Cdn Index
         Margin, the Applicable US Index Margin, the Applicable BA Rate Margin,
         the Applicable LIBOR Margin and the Applicable Unused Line Fee
         Percentage.".

(3)      Paragraph (15.1) is inserted into Annex A of the Existing Credit
         Agreement immediately following the term "(15) APPLICABLE MARGINS" as
         follows:

         "(15.1) APPLICABLE UNUSED LINE FEE PERCENTAGE means the percentage
         determined by reference to Section 1.5(1).".



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 5 -


(4)      Paragraph (25) of Annex A of the Existing Credit Agreement is amended
         and restated as follows:

         "(15) BORROWING BASE and AGGREGATE BORROWING BASE shall mean, as of any
         date of determination by Agent, from time to time, an amount equal to
         the sum, expressed in each of Canadian Dollars and US Dollars, at such
         time of:

                  (a) eighty percent (80%) of the book value of Continuing
                  Borrower's Eligible Accounts;

                  (b) fifty-five percent (55%) of the book value of Continuing
                  Borrower's Eligible Inventory, other than Eligible Raw
                  Material Inventory, valued on a first-in, first-out basis (at
                  the lower of cost and market); and

                  (c) twenty percent (20%) of the book value of Continuing
                  Borrower's Eligible Raw Material Inventory valued on a
                  first-in, first-out basis (at the lower of cost and market),

         in each case, less any Reserves established by Agent at such time in
         its reasonable credit judgment. For greater certainty, the amounts of
         the "BORROWING BASE" and the "AGGREGATE BORROWING BASE" in Canadian
         Dollars and in US Dollars shall be determined in accordance with the
         currency conversion method set forth in SECTIONS 1.6 and 1.7 and the
         exchange rate used by such Borrower in making such calculations shall
         be set forth on the relevant Borrowing Base Certificate.".

(5)      Paragraph (58) of Annex A of the Existing Credit Agreement is amended
         and restated as follows:

         "(58) COMMITMENT TERMINATION DATE shall mean the earliest of (a)
         October 17, 2005, (b) the date of termination of Lenders' obligations
         to make Loans and/or incur Letter of Credit Obligations or permit
         existing Loans to remain outstanding pursuant to SECTION 8.2(2), and
         (c) the date of indefeasible prepayment in full by Continuing Borrower
         of the Loans and the cancellation and return (or stand-by guarantee) of
         all Letters of Credit or the cash collateralization of all Letter of
         Credit Obligations pursuant to ANNEX B, and the permanent reduction of
         the Revolving Loan Commitment and the Swing Line Commitment to zero
         dollars ($0).".

(6)      Clause (c)(iii) of the term "EBITDA" contained in Paragraph (73) of
         Annex A of the Existing Credit Agreement is amended and restated as
         follows:

         "(iii) loss from extraordinary items for such period and non-recurring
         restructuring charges in connection with the closing of the applicable
         Credit Party's Drummondville, Quebec, Richmond, Quebec, Harrow, Ontario
         and Williston, Vermont facilities not to exceed US$2,500,000 for the
         Fiscal Year ending December 31, 2002,".

(7)      Paragraph (75.1) is inserted into Annex A of the Existing Credit
         Agreement immediately following the term "(75) ELIGIBLE INVENTORY" as
         follows:


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 6 -


         "(75.1) ELIGIBLE RAW MATERIAL INVENTORY means raw materials (excluding
         equipment) used to produce finished goods that will be held for sale in
         the ordinary course of business and that will be otherwise Eligible
         Inventory.".

(8)      The first sentence of Paragraph (213) of Annex A of the Existing Credit
         Agreement is amended and restated as follows:

         "(213) REVOLVING LOAN shall mean, at any time, the sum of (i) the
         aggregate amount of Revolving Credit Advances outstanding to Continuing
         Borrower plus (ii) the aggregate amount of Letter of Credit Obligations
         incurred on behalf of Continuing Borrower; provided, that in
         calculating outstanding Loans for the purposes of Section 1.14(c)(ii)
         and Paragraphs (1) and (8) of ANNEX F, Revolving Loan shall mean the
         aggregate amount of Revolving Credit Advances outstanding to Continuing
         Borrower.".

4.2      AMENDMENT OF ANNEX B - LETTERS OF CREDIT

On and after the Effective Date, Paragraph (1) of Annex B of the Existing Credit
Agreement is amended by replacing the reference to "Ten Million U.S. Dollars
(US$10,000,000)" in clause (i) thereof with the following:

         "Seven Million U.S. Dollars (US$7,000,000).".

4.3      AMENDMENTS OF ANNEX F - COLLATERAL REPORTS

On and after the Effective Date,

(1)      Paragraph 1 of Annex F of the Existing Credit Agreement is amended and
         restated as follows:

         "(1) To Agent, upon its request, and, in any event not less frequently
         than twice monthly, on the third Business Day of each of the second
         week and the last week of each Fiscal Month, commencing with the week
         of November 25, 1998 (together with a copy of all or a part of such
         delivery requested by any Lender in writing after the Closing Date), a
         Borrowing Base Certificate with respect to Continuing Borrower
         accompanied, in each case, by such supporting detail and documentation
         as shall be requested by Agent in its reasonable discretion; provided,
         that if Aggregate Net Borrowing Availability is equal to or greater
         than US $15,000,000 and there are outstanding Loans to Continuing
         Borrower, Continuing Borrower shall only be required to make such
         deliveries on the third Business Day following of the last day of each
         Fiscal Month.".

(2)      Paragraph 8 of Annex F of the Existing Credit Agreement is amended and
         restated as follows:

         "(8) Continuing Borrower, at its own expense, shall deliver to Agent
         such appraisals of its assets as Agent may request at any time (a)
         after Continuing Borrower fails to make any payment of principal of, or
         interest on, or Fees or any other amount owing in respect of, the Loan
         or any of the other Obligations when due and payable, (b) after any
         Credit Party shall fail to keep or observe any of the provisions of
         Section 6.10 or set forth in ANNEX G, or (c) (i) that Aggregate Net
         Borrowing Availability is less than


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 7 -



         US$15,000,000 and (ii) there are outstanding Loans to Continuing
         Borrower, such appraisals to be conducted, in each case, by an
         appraiser, and be in form and substance, satisfactory to Agent.".

4.4      AMENDMENTS OF ANNEX G - FINANCIAL COVENANTS

(1) On and after the Effective Date, paragraph (2) of Annex G of the Existing
Credit Agreement is amended by replacing the specific minimum Fixed Charge
Coverage Ratio for the Fiscal Quarters ending on and after December 31, 2002
with the following:

         "1.2 to 1.0 for the four consecutive Fiscal Quarters ending December
         31, 2002 and for the four consecutive Fiscal Quarters ending on the
         last day of each Fiscal Quarter thereafter.".

(2) On and after the Effective Date, paragraph (4) of Annex G of the Existing
Credit Agreement is amended by inserting the following immediately after the
last sentence thereof:

         "For the purposes of this paragraph (4), the term Net Borrowing
         Availability hereunder and as defined in the US Facility Agreement
         shall be read without reference in each case to the phrase ", the
         lesser of (i) the Maximum Amount and (ii)" and, in addition, in the
         case of the US Facility Agreement, without reference to the phrase "(i)
         Maximum Amount less the sum of the Revolving Loan and Swing Line Loan
         outstanding to all other Borrowers and (ii)".

4.5      AMENDMENT OF ANNEX I - NOTICE ADDRESS

On and after the Effective Date, Annex I of the Existing Credit Agreement is
amended and restated in the form of Annex I attached hereto.

4.6      AMENDMENT OF ANNEX J - COMMITMENT DEFINITION

On and after the Effective Date, Annex J of the Existing Credit Agreement is
amended and restated in the form of Annex J attached hereto.

SECTION 5 - AMENDMENTS OF EXHIBITS

5.1      AMENDMENT OF EXHIBIT 1.1(1)(A) - FORM OF NOTICE OF REVOLVING CREDIT
         ADVANCE

On and after the Effective Date, Exhibit 1.1(1)(a) of the Existing Credit
Agreement is amended and restated in the form of Exhibit 1.1(1)(a) attached
hereto.

5.2      AMENDMENT OF EXHIBIT 4.1(2) - BORROWING BASE CERTIFICATE

On and after the Effective Date, Exhibit 4.1(2) of the Existing Credit Agreement
is amended and restated in the form of Exhibit 4.1(2) attached hereto.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 8 -


SECTION 6 - REPRESENTATIONS AND WARRANTIES

To induce Agent and Lenders to enter into this Fifth Amendment, Borrower makes
the following representations and warranties to Agent and each Lender, each of
which shall survive the execution and delivery of this Fifth Amendment:

6.1      CORPORATE POWER, AUTHORIZATION AND ENFORCEABLE OBLIGATIONS

(1)      The execution and delivery by each Credit Party of this Fifth
         Amendment, and the performance by each Credit Party of its obligations
         under this Fifth Amendment and the Existing Credit Agreement as amended
         by this Fifth Amendment:

         (a)      are within such Credit Party's corporate power;

         (b)      have been duly authorized by all necessary or proper corporate
                  and shareholder action of such Credit Party;

         (c)      do not contravene any provision of such Credit Party's
                  constating documents or by-laws or any shareholder's agreement
                  to which such Credit Party is a party;

         (d)      do not violate any law or regulation, or any order or decree
                  of any court or Governmental Authority;

         (e)      do not conflict with or result in the breach or termination
                  of, constitute a default under or accelerate or permit the
                  acceleration of any performance required by, any indenture,
                  mortgage, deed of trust, lease, agreement or other instrument
                  to which such Credit Party is a party or by which such Credit
                  Party or any of its property is bound;

         (f)      do not result in the creation or imposition of any Lien upon
                  any of the property of such Credit Party; and

         (g)      do not require the consent or approval of any Governmental
                  Authority or any other Person.

(2)      This Fifth Amendment has been duly executed and delivered by each
         Credit Party and this Fifth Amendment and the Amended Credit Agreement
         constitute legal, valid and binding obligations of each Credit Party
         and are enforceable against it in accordance with their respective
         terms.

6.2      REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT

(1) After giving effect to this Fifth Amendment on the Effective Date, each of
the representations and warranties of every Credit Party contained in the
Existing Credit Agreement and each of the other Loan Documents is true and
correct on and as of the Effective Date as if made on such date, except to the
extent any such representation or warranty expressly relates to an earlier date
and except for changes expressly permitted or expressly contemplated by the
Existing Credit Agreement.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 9 -


(2) Without in any way limiting the generality of Section 6.2(1) hereof,
Borrower represents and warrants to Agent and each Lender that Schedule 6.2(2)
contains a true and complete list of all License Agreements to which one or more
Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada, L.P. are
party.

6.3      NO DEFAULT OR EVENT OF DEFAULT

After giving effect to this Fifth Amendment on the Effective Date, no Default or
Event of Default shall be continuing.

SECTION 7 - DELIVERY OF UPDATED DISCLOSURE SCHEDULES AND SECTIONS 4.21 AND 4.22
            INDENTURE DOCUMENTS

Borrower shall deliver to Agent, on or before November 15, 2002, revised
Disclosure Schedules 3.2, 3.6, 3.8, 3.14, 3.18 and 3.27, marked to show the
changes (if any) to the existing versions of such Disclosure Schedules, and an
accurate and complete copy of each security agreement, lessor consent, waiver
and subordination that has been delivered by any Credit Party pursuant to
Section 4.21 or 4.22 of the Indenture, together with a certificate of an officer
of Borrower certifying that such copies are accurate and complete copies of all
such documents required to have been delivered under such Sections of the
Indenture or such a certificate that no such deliveries are required, as
applicable. Upon delivery of each of such Disclosure Schedules, Borrower shall
be deemed to have represented and warranted that the representations and
warranties in the Section of the Amended Credit Agreement corresponding with
such Disclosure Schedule shall be true and correct on and as of the date of such
delivery as if made on such date. Notwithstanding Section 8 of the Existing
Credit Agreement, failure by the Borrower to deliver the disclosure and
documents required under this Section 7 on or before November 15, 2002 shall
constitute an Event of Default.

SECTION 8 - AMENDMENT FEE

To induce Lender to enter into this Fifth Amendment, Borrower agrees to pay to
Agent, for the sole account of GE Capital Canada, an amendment fee of US$90,000
("AMENDMENT FEE").

SECTION 9 - CONDITIONS PRECEDENT

9.1      CONDITIONS PRECEDENT TO THIS FIFTH AMENDMENT BECOMING EFFECTIVE

This Fifth Amendment shall become effective as of the date on which the
following conditions shall have been satisfied in a manner satisfactory to Agent
or waived in writing by Agent and Lenders (such date is referred to herein as
the "EFFECTIVE DATE"):

(1)      FIFTH AMENDMENT. This Fifth Amendment, or counterparts hereof, shall
         have been duly executed by the Credit Parties, Agent and Lenders, and
         delivered to Borrower, Agent and Lenders.

(2)      FEES. Agent shall have received, for its and/or Lenders' accounts, as
         applicable, all fees due and payable to Agent and/or Lenders,
         including, without limitation, the Amendment Fee.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 10 -


(3)      OPINIONS. Agent and Lenders shall have received legal opinions from
         counsel to the Credit Parties in respect of this Fifth Amendment, the
         Amended Credit Agreement and the other Loan Documents in form and
         substance satisfactory to Agent, acting reasonably.

(4)      ACKNOWLEDGEMENT AND CONFIRMATION OF CONGRESS FINANCIAL CORPORATION
         (CANADA). Agent and Borrower shall have received an acknowledgement and
         confirmation duly executed by Congress Financial Corporation (Canada)
         ("CONGRESS CANADA") under which Congress Canada acknowledges and
         confirms that upon receipt of C$5,453,346.81 (the "CONGRESS CANADA
         PAYMENT AMOUNT") it shall have been repaid all Obligations owing to it,
         its Revolving Loan Commitment has been terminated and it has no further
         rights under any of the Loan Documents except to the extent that a Loan
         Document provides that a Lender's rights survive termination of its
         Revolving Loan Commitment and Agent shall be satisfied that Congress
         Canada has received the Congress Canada Payment Amount.

SECTION 10 - MISCELLANEOUS

10.1     REDUCTION OF COLLATERAL MONITORING FEE

The parties hereto agree that, on and after the Effective Date, the "Collateral
Monitoring Fee" referenced in Paragraph (4) of the GE Capital Fee Letter is
reduced from US$50,000 to US$30,000 for each applicable period commencing on or
after October 17, 2002.

10.2     CONSENT SUPPLEMENT

Borrower agrees to deliver to Agent on or before October 30, 2002 a supplement
(in form and substance satisfactory to Agent acting reasonably) to the Consent
Agreement dated November, 1998 between NHL Enterprises, L.P., NHL Enterprises
Canada, L.P., the Credit Parties named therein and Agent pursuant to which
Schedule B thereto is supplemented to add Licence Agreements to which one or
more Credit Parties and NHL Enterprises, L.P. and/or NHL Enterprises Canada,
L.P. are party and that are described in such supplement to the extent necessary
or desirable in order to protect Agent's and Lender's interests in and rights of
enforcement against the Collateral.

10.3     NO NOVATION

This Fifth Amendment does not constitute a novation or termination of the
Obligations under the Existing Credit Agreement or the other Loan Documents and
all such Obligations are continuing, in all respects, except as modified by this
Fifth Amendment.

10.4     RATIFICATION AND CONFIRMATION OF LOAN DOCUMENTS

Except as specifically amended by this Fifth Amendment, the Existing Credit
Agreement and all other Loan Documents (including all Guarantees) shall remain
in full force and effect and are hereby ratified and confirmed.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 11 -



10.5     RESERVATION OF RIGHTS AND REMEDIES

This Fifth Amendment shall not, except as expressly provided herein, operate as
a waiver of any right or remedy of Agent or Lenders under any of the Loan
Documents, nor constitute a waiver of any provisions of the Loan Documents.
Agent and Lenders reserve all of their rights to proceed to enforce their rights
and remedies at any time and from time to time in connection with any and all
Defaults or Events of Default now existing or hereafter arising.

10.6     REFERENCES IN LOAN DOCUMENTS TO CREDIT AGREEMENT

On and after the Effective Date, each reference in the Loan Documents to the
Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

10.7     HEADINGS

The headings used herein are for convenience only and do not constitute matters
to be considered in interpreting this Fifth Amendment.

10.8     REIMBURSEMENT

Without limiting any provisions of the Existing Credit Agreement, Borrower
agrees to reimburse Agent upon request for all reasonable out-of-pocket fees and
expenses, including the reasonable fees and expenses of legal counsel, in
connection with the preparation, negotiation, execution and delivery of this
Fifth Amendment and the documents contemplated hereby.

10.9     COUNTERPARTS

This Fifth Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall together
constitute one agreement. Delivery of an executed counterpart of a signature
page of this Fifth Amendment by facsimile shall be as effective as delivery of a
manually executed counterpart of this Fifth Amendment.

10.10    LOAN DOCUMENT

This Fifth Amendment constitutes a Loan Document.



                           [INTENTIONALLY LEFT BLANK]




                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 2 -


The parties have executed this Agreement.




                                 SPORT MASKA INC., as Borrower


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                  THE HOCKEY COMPANY, as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  SLM TRADEMARK ACQUISITION CANADA CORPORATION,
                                  as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  SPORTS HOLDINGS CORP., as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                  MASKA U.S., INC., as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                     - 13 -



                                  SLM TRADEMARK ACQUISITION CORP.,
                                  as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                  WAP HOLDINGS INC., as Credit Party


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                  GENERAL ELECTRIC CAPITAL CANADA INC.,
                                  as Agent and Lender


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>



                             ANNEX I (SECTION 11.10)
                                       TO
                                CREDIT AGREEMENT

                                NOTICE ADDRESSES

(A)      If to Agent or GE Capital Canada, at

         General Electric Capital Canada Inc.
         11 King Street West
         Suite 1500
         Toronto, Ontario
         M5H 4C7
         Attention:        The Hockey Company - Account Manager
         Telecopier No.:   (416) 202-6226
         Telephone No.:    (416) 202-6200

         with copies to:

         General Electric Capital Corporation
         201 High Ridge Road
         Stamford, Connecticut 06927-5100
         Attention:        The Hockey Company - Account Manager
         Telecopier No.:   (203) 316-7893
         Telephone No.:    (203) 316-7512

         and:

         Osler, Hoskin & Harcourt LLP
         Barristers & Solicitors
         Box 50, 1 First Canadian Place
         Toronto, Ontario
         M5X 1B8
         Attention:        Scott Horner and Brian Hilbers
         Telecopier No.:   (416) 862-6666

         and:

         General Electric Capital Corporation
         201 High Ridge Road
         Stamford, Connecticut 06927-5100
         Attention:        Corporate Counsel - Commercial Finance
         Telecopier No.:   (203) 316-7889



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


(B)      If to the Borrower, at

         Sport Maska Inc.
         3500 boul de Maisonneuve, Suite 1210
         Westmount, Quebec
         H3Z 3C1
         Attention:        Robert Desrosiers
         Telecopier No.:   (514) 932-6020
         Telephone No.:    (514) 932-5747

         with copies to:

         Wellspring Capital Management LLC
         620 Fifth Avenue, Suite 216
         New York, New York
         10020
         Attention:        Greg Feldman
         Telecopier No.:   (212) 332-7575
         Telephone No.:    (212) 332-7571

         and:

         Davies, Ward, Phillips & Vineberg LLP
         1501 McGill College Avenue
         Montreal, Quebec
         H3A 3N9
         Attention:        Sylvain Cossette
         Telecopier No.:   (514) 841-6499

         and:

         Morgan, Lewis & Bockius LLP
         101 Park Avenue
         New York, New York 10178
         Attention:        David Pollak
         Telecopier No.:   (212) 309-6273

(C) Communications with each Lender (other than GE Capital Canada) shall be
addressed to the address of such Lender set forth under its name on the signing
pages of this Agreement, with a copy to Agent and each person to whom copies of
communications with Agent are to be given or served under this Annex I.


                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>



                 ANNEX J (FROM ANNEX A - COMMITMENTS DEFINITION)

                                       TO
                                CREDIT AGREEMENT

Lender(s)

General Electric Capital Canada Inc.

Revolving Loan Commitment
(including a Swing Line Commitment
of US$3,000,000):          US$30,000,000



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                EXHIBIT 1.1(1)(a)
                   FORM OF NOTICE OF REVOLVING CREDIT ADVANCE


See attached.



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                 EXHIBIT 4.1(2)
                           BORROWING BASE CERTIFICATE

See attached.




                                            FIFTH AMENDMENT TO CREDIT AGREEMENT


<PAGE>


                                 SCHEDULE 6.2(2)
                               LICENSE AGREEMENTS



LICENSEE                                   CONTRACT NO. OR DESCRIPTION

Sport Maska Inc. and Maska U.S., Inc.       License and Sponsorship Agreement,
                                            dated September 25, 1998, among NHL
                                            Enterprises, L.P., NHL Enterprises
                                            B.V., NHL Enterprises Canada, L.P.,
                                            Sport Maska Inc. and Maska U.S.,
                                            Inc.

Sport Maska Inc. and Maska U.S., Inc.       Amendment to License and Sponsorship
                                            Agreement, dated October 27, 1998,
                                            amending License and Sponsorship
                                            Agreement originally dated September
                                            25, 1998, among NHL Enterprises,
                                            L.P., NHL Enterprises B.V., NHL
                                            Enterprises Canada, L.P., Sport
                                            Maska Inc. and Maska U.S., Inc.

Sport Maska Inc., Maska U.S., Inc.,         Letter Agreement, dated May 11,
Jofa AB and KHF Finland Oy                  2000, amending the License and
                                            Sponsorship Agreement, dated
                                            September 25, 1998, as amended on
                                            October 27, 1998, among NHL
                                            Enterprises, L.P., NHL Enterprises
                                            B.V., NHL Enterprises Canada, L.P.,
                                            Sport Maska Inc. and Maska U.S.,
                                            Inc.

Sport Maska Inc., Maska U.S., Inc.,         Letter Agreement, dated February 15,
Jofa AB and KHF Finland Oy                  2001, supplementing, modifying and
                                            restating the Letter Agreement,
                                            dated May 11, 2000, as noted therein
                                            and further amending the License and
                                            Sponsorship Agreement, dated
                                            September 25, 1998, as amended on
                                            October 27, 1998, among NHL
                                            Enterprises, L.P., NHL Enterprises
                                            B.V., NHL Enterprises Canada, L.P.,
                                            Sport Maska Inc. and Maska U.S.,
                                            Inc.



                                            FIFTH AMENDMENT TO CREDIT AGREEMENT