STATE OF NORTH CAROLINA
                                                                 LEASE AGREEMENT
COUNTY OF CABARRUS


         THIS  LEASE  AGREEMENT  is made and  entered  into as of the 9th day of
July,  1997, by and between  Performance  Park  Partners,  LLC a North  Carolina
limited liability company with offices in Charlotte, North Carolina ("Landlord")
and Sports Image, Inc. an Arizona corporation ("Tenant").


                              PRELIMINARY STATEMENT

         A.  Landlord is the owner of that  certain  parcel of land (the "Land")
containing  approximately  16.3 acres located on Hudspeth Road (S.R.  1302) near
its  intersection  with  Morehead  Road (S.R.  1300) in Cabarrus  County,  North
Carolina. The Land is depicted on the boundary and division survey dated June 2,
1997 attached hereto as Exhibit A.

         B. Landlord shall  construct on the Land an office  warehouse  building
(the  "Building")  containing  approximately  113,755 square feet of floor area,
together  with  associated   improvements  such  as  parking  areas,  sidewalks,
landscaped areas and utility facilities  (collectively,  with the Building,  the
"Improvements")  on the Land.  Tenant intends to occupy the Building and use the
other Improvements for office, warehouse and related purposes.

         C. The Land,  the Building and the other  Improvements  are referred to
collectively  in this  Lease  as the  "Premises."  In order  to  evidence  their
agreement  regarding  Tenant's  lease of the Premises,  the parties are entering
into this Lease Agreement (this "Lease").

                                      LEASE

         NOW,  THEREFORE,  in  consideration  of $1.00 paid in hand by Tenant to
Landlord, the mutual covenants and conditions contained in this Lease, including
the covenant to pay rent,  and other good and valuable  consideration,  Landlord
and Tenant  hereby agree,  for  themselves,  their  successors  and assigns,  as
follows:

         1. Premises.  Landlord leases to Tenant and Tenant leases from Landlord
the  Premises,  for the term and on the terms and  conditions  set forth in this
Lease.

         2.  Term.  The term of this  Lease  shall  begin  on the date  that the
substantially  completed  Premises  are  delivered  to Tenant,  as  provided  in
paragraph 5, and shall end at midnight on the last
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day of the Two Hundred Fortieth  (240th)  complete  calendar month following the
commencement date.

         3. Renewal.  Provided Tenant is not in default under this Lease, Tenant
shall have the right to renew this Lease for four (4)  periods of five (5) years
each. Each renewal period shall be on the same terms and conditions set forth in
this Lease  except that Tenant  shall have no further  renewal  rights after the
final  renewal  period.  All  references in this Lease to the term of this Lease
shall be deemed to include the renewal  periods  provided for herein  unless the
context clearly indicates a different meaning.

         4.  Exercise of Renewal.  The right of Tenant to renew this Lease shall
be exercised by written notice  delivered to Landlord in the manner  provided in
paragraph 25 below not less than ninety (90) days prior to the expiration of the
initial term or the then current  renewal  period,  as  applicable,  after which
Tenant's renewal right shall expire, time being of the essence.  Notwithstanding
the  foregoing,  Tenant's  right to exercise its renewal option shall not expire
until ten (10) days after  Landlord has  delivered  notice to Tenant that Tenant
has failed to timely exercise its option to renew.

         5. Delivery of Premises.  Landlord shall deliver the Premises to Tenant
when the Premises are  substantially  completed.  Landlord and Tenant expect the
Premises to be substantially completed within nine (9) months after commencement
of construction, and Landlord and Tenant agree to exercise reasonable efforts to
meet the expectation.  If, however, the Premises are not substantially completed
by the end of the twelfth (12th) month after  commencement of construction,  and
if such failure to achieve substantial completion is not due to force majeure or
to delays caused by Tenant, Tenant may terminate this Lease by written notice to
Landlord and neither party shall have any further  rights or  obligations  under
this Lease.  In this lease,  the Premises  shall be deemed to be  "substantially
completed" on the date the last of the following occurs:

                  (a) Landlord's contractor states in writing for the benefit of
Tenant that the Premises have been  substantially  completed in accordance  with
the nine (9) page  Scope of the  Work  Specifications  of G.L.  Wilson  Building
Company (the  "Contractor")  dated May 28, 1997 and the five (5) page site plan,
floor plan,  elevation and main and upper level  enlarged plan of the Contractor
both attached as Exhibit B to this Lease,  subject only to minor punchlist items
that  do not  materially  impair  the use of the  Premises  for  their  intended
purpose; and

                  (b) A temporary  certificate  of  occupancy  is issued for the
Premises by the  appropriate  authority,  subject only to conditions that do not
materially impair the use of the Premises for their intended purpose.
                                       -2-
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         Tenant shall inspect the Premises within thirty (30)days after delivery
thereof and submit a written punchlist of construction  defects to Landlord.  If
Tenant  does not submit such  punchlist  on or before the  thirtieth  (30th) day
after  delivery of the  Premises,  Tenant  shall be deemed to have  accepted the
Premises "as is". If Tenant omits any item from such punchlist,  Tenant shall be
deemed to have accepted  such item "as is".  Tenant  acknowledges  that Landlord
makes no  representations  or  warranties as to the condition of the Premises or
their  suitability for any particular  purpose,  and that Landlord shall have no
responsibility  to make any repairs or  alterations  to the Premises prior to or
after their  delivery to Tenant.  Tenant shall look to the contractor and not to
Landlord for corrections of punchlist items. Landlord shall assign to Tenant all
of Landlord's rights in, to and under any warranties affecting the Premises.

         6. Rent.  Tenant shall pay to Landlord as monthly  rent the  applicable
amount stated below in this  paragraph 6, payable in advance on the first day of
each calendar month without deduction or setoff,  commencing on the commencement
date of the term of this Lease and continuing throughout the term of this Lease.
If the  commencement  date falls on a day other than the first day of a calendar
month,  the installment of rent payable for the initial  partial  calendar month
shall be  payable on the first day of the  following  calendar  month.  All rent
shall be paid to Landlord at the address to which  notices to Landlord are given
as set forth in paragraph 25 below, and shall be paid without demand,  setoff or
deduction.  Rent for any partial  month shall be prorated on a daily basis.  All
past due rent shall bear interest at the rate of twelve  percent (12%) per annum
from the date due until the date paid.  The  following  are the  amounts of rent
applicable to the respective portions of the terms of this Lease:

                                                              113,755 sq.ft.
 Years               Monthly Rent        Annual Rent       (Annual Rent/sq.ft.)
 -----               ------------        -----------       --------------------

  1-2               $   57,833.33         $688,000                $   5.69
  3-4               $   61,833.33         $736,000                $   6.09
  5-6               $   65,833.33         $784,000                $   6.49
  7-8               $   69,833.33         $832,000                $   6.88
  9-10              $   73,833.33         $880,000                $   7.28

Annual  rent for each of years 11-20 of the term of this Lease be adjusted as of
the first day of each such year and shall  equal the  greater  of (a) the sum of
(i) annual rent for the immediately  preceding year plus (ii) three percent (3%)
of annual rent for the immediately  preceding year, or (b) the sum of (i) annual
rent for the immediately  preceding year plus (ii) annual rent for the preceding
year  multiplied  by the  percentage  increase in "CPI"  during the  immediately
preceding year, stated as a decimal. "CPI" on each rent adjustment date shall be
measured  by the U.S.  Department  of Labor  Consumer  Price Index for all Urban
Consumers (U.S. City Average, 1982-84=100) most recently published prior to
                                       -3-
<PAGE>
each such date;  or if such index is not then in use,  by the index most  nearly
comparable  thereto.  Tenant  shall pay to Landlord as monthly  rent for each of
years 11-20 of the term of this Lease an amount equal to  one-twelfth  (1/12) of
the applicable annual rent, payable in advance on the first day of each calendar
month without deduction or setoff. Rent for each year of each renewal period, if
any, exercised during the term of this Lease shall be calculated and paid in the
same manner as for years 11-20 of the term of this Lease.

         7.  Additional  Rent. If Tenant does not pay such expenses  directly as
provided in this Lease,  Tenant shall pay to Landlord,  as additional  rent, the
following  operating  expenses incurred by Landlord with respect to the Premises
during the term of this Lease:

                  (a) All real estate taxes and  assessments  levied or assessed
         against the Premises;

                  (b) The premiums  for all  policies of casualty and  liability
         insurance maintained by Landlord with respect to the Premises;

                  (c) The cost of all utility services provided to the Premises,
         including but not limited to electricity,  natural gas, water and sewer
         services and trash removal;

                  (d) The cost of all  repairs to the  Premises,  including  any
         alterations,   structural  or  otherwise,   necessary  to  comply  with
         applicable laws; and

                  (e) All other costs  incurred by  Landlord  in  operating  and
         maintaining  the  Premises,  including  but not  limited to the cost of
         janitorial services,  security services,  maintenance of landscaped and
         paved  areas,   maintenance  of  utility   systems  and  other  similar
         expenditures.

         Tenant  shall  reimburse  Landlord for each of the  foregoing  expenses
within  ten (10) days  after  receipt  of a  written  statement  from  Landlord,
detailing the expense incurred by Landlord. This paragraph 7 shall not be deemed
either to obligate Landlord to pay any such amounts or to constitute  consent by
Landlord to  Tenant's  failure to pay such  amounts  directly as required in the
other provisions of this Lease, but this paragraph 7 is intended only to provide
an alternate  remedy for the  protection of Landlord  exercisable by Landlord at
Landlord's  sole option and at  Landlord's  sole  discretion in case of Tenant's
failure to pay such amounts directly.

         8. Repair and Maintenance.  Tenant shall maintain in good condition and
repair the entire Premises, including without
                                       -4-
<PAGE>
limitation the Building and other  Improvements  on the Premises,  and all roofs
and exterior walls, landscaping, driveways and parking areas, and shall make all
necessary  repairs to the building  structure and concealed  systems  (including
without limitation plumbing, electrical, heating and air conditioning) within or
servicing the Premises. Tenant shall also make any modifications to the Premises
required  to  comply  with  applicable  legal  requirements,  including  without
limitation the Americans with Disabilities Act.

         9.  Alterations  and Personal  Property.  Tenant shall have no right to
make any  alterations  in the  Premises  without  the prior  written  consent of
Landlord,  which shall not be  unreasonably  withheld,  conditioned  or delayed.
Tenant  shall submit to Landlord a written  request for consent to  alterations,
and such request shall include a complete  description of the proposed scope and
schedule of work, together with complete plans and specifications.  Landlord may
withhold,  condition or delay its consent if the  alterations  will decrease the
value  of  Premises  or  will  violate  any  applicable   laws,   ordinances  or
restrictions  affecting the Premises. If Landlord approves any such alterations,
Tenant  must  obtain  advance  written  approval  from  Landlord  of  plans  and
specifications  for the work,  and shall keep the Premises free and clear of any
lien or claim of lien  arising  out of any such  work  occurring,  or  allegedly
occurring,  by,  through  or under  Tenant.  Tenant  shall  immediately  pay and
discharge  any such  lien or claim of lien that is  filed.  Notwithstanding  the
foregoing, Landlord's approval of plans and specifications shall not be required
for any interior, non-structural alteration costing less than $50,000.00.

         All trade  fixtures  and  furnishings  installed  in or attached to the
Premises  by and at the  expense  of Tenant may be removed by Tenant at any time
during the Lease term provided Tenant is not in default hereunder,  and provided
that such removal will not damage the Premises or that any damage caused by such
removal will be promptly  repaired by Tenant at its expense.  Any such  property
not so removed  before the  expiration  of the term of this Lease or the earlier
termination of this Lease shall,  as Landlord's  option,  become the property of
Landlord,  or shall be removed by Tenant.  Tenant shall repair any damage caused
by removal,  and these  obligations  shall survive  termination of this Lease or
expiration  of the  Lease  term.  All  personal  property,  equipment  and trade
fixtures  owned by Tenant shall be brought  onto the  Premises at Tenant's  sole
risk, and Tenant hereby releases  Landlord from any liability for damage to such
property, no matter how caused.

         10.  Taxes.  Tenant shall pay,  prior to  delinquency,  all real estate
taxes and  assessments  that are levied or assessed  against the Premises during
the term of this Lease. Tenant also shall pay, prior to delinquency,  all taxes,
assessments,  license fees and other charges of any nature  whatsoever  that are
levied or assessed against any personal property or equipment of Tenant or are
                                       -5-
<PAGE>
otherwise  based on Tenant's  operations  within the Premises during the term of
this  Lease.  On  demand  by  Landlord,   Tenant  shall  furnish  Landlord  with
satisfactory evidence of the payments. All real estate taxes and assessments for
the year in which the term of this Lease  commences  shall be  prorated  between
Tenant and Landlord.

         11. Utilities and Services.  Tenant shall make all arrangements for and
pay for all utilities and services furnished to the Premises, including, without
limitation,  gas,  electricity,  water, sewer and telephone service, and for all
charges for  initiation of service  therefor.  Landlord  represents and warrants
that  all  utilities  used by  Tenant  at the  Premises  are,  or will be at the
commencement  of the term of this  Lease,  separately  metered  from  any  other
property.

         12. Damage by Casualty or Fire.  If the Building or other  Improvements
are totally or partially  damaged or  destroyed by casualty,  explosion or fire,
however  caused,  or by the  elements,  or by any other  casualty  covered  by a
standard  "all-risk"  policy  of  casualty  insurance,  then the  same  shall be
promptly restored by Tenant to their previous condition.  Such destruction shall
not terminate this Lease. In case of any such damage or destruction, there shall
be no  abatement or reduction of rent.  Notwithstanding  the  foregoing,  if the
Building is damaged or destroyed to an extent  greater than fifty  percent (50%)
of the  replacement  cost  thereof  during the last two (2) years of the initial
term of this Lease or during the last two (2) years of any renewal  period,  and
the insurance proceeds available with respect to that damage equal or exceed the
replacement  cost of the  Building  and other  Improvements  at the time of such
damage or destruction,  then Tenant shall have the right to terminate this Lease
by delivery of written notice of such termination to Landlord within thirty (30)
days after such damage or destruction. Upon any such termination, Landlord shall
be entitled to receive  all  insurance  proceeds  payable  with  respect to such
damage  or  destruction,  excluding  the  proceeds  of any  separate  policy  of
insurance  maintained  by Tenant on its  personal  property,  equipment or trade
fixtures.

         13.  Insurance.  Tenant  shall  maintain,  throughout  the term of this
Lease,  a policy of  "all-risk"  property  insurance on the  Improvements  in an
amount equal to the full replacement cost of the Improvements. Tenant also shall
maintain a policy of general public  liability  insurance with a single limit of
liability of not less than $1,000,000 per occurrence,  and shall maintain on all
its personal property, business fixtures and equipment a policy of standard fire
and extended coverage, with vandalism and malicious mischief endorsements, in an
amount  sufficient to meet the  co-insurance  requirements  of such policy.  All
insurance to be maintained by Tenant under this paragraph 13 shall name Landlord
and the holder of any deed of trust on the Premises as additional  insureds,  as
their  interests  may appear.  Tenant shall  provide  Landlord upon request with
certificates (or upon request, copies)
                                       -6-
<PAGE>
of the insurance policies required to be maintained under this paragraph 13.

         14.  Taking for Public  Use. If the entire  Premises  are taken for any
public or any  quasi-public use under any statute or by right of eminent domain,
or by private  purchase in lieu  thereof,  then this Lease  shall  automatically
terminate as of the date that title is vested in the  condemning  authority.  If
any part of the  Premises is so taken and Tenant  determines  in its  reasonable
business  judgment that the  remainder  thereof is unusable for the purposes for
which the  Premises  are leased,  then Tenant  shall have the right to terminate
this Lease by delivery of written  notice to  Landlord  within  ninety (90) days
after the date of such taking, time being of the essence.

         If any  part  of  the  Premises  is so  taken  and  this  Lease  is not
terminated under the provisions of the preceding paragraph,  then the rent shall
be apportioned according to the ratio of the square footage of the floor area of
the  Building,  if any,  taken to the  square  footage  of the floor area of the
Building  immediately  prior to such taking,  and Landlord  shall, to the extent
possible  with any award of damages  from such  taking,  restore  the  remaining
portion of the Premises to the extent necessary to render it reasonably suitable
for the  purposes  for which it is  leased,  and shall  make all  repairs to any
Building  damaged  by such  taking to the extent  necessary  to  constitute  the
Building a complete architectural unit.

         All compensation awarded or paid upon such a total or partial taking of
the  Premises  shall  belong to and be the  property  of  Landlord  without  any
participation by Tenant; provided,  however, that nothing contained herein shall
be construed to preclude Tenant from  prosecuting any claim directly against the
condemning  authority  in such  condemnation  proceedings  for the lost value of
Tenant's leasehold, for loss of business, or for depreciation to, damage to, the
cost of removal of, or the value of stock, trade fixtures,  furniture, and other
personal property  belonging to Tenant;  provided,  further,  that no such claim
shall diminish or otherwise adversely affect Landlord's award.

         15. Indemnity and Waiver. Each party shall protect,  indemnify,  defend
and save the other party harmless from and against any and all claims,  demands,
causes  of  action  and  other  expenses  of any  nature  whatsoever  (including
attorneys'  fees),  for injury to or death of  persons,  or loss of or damage to
property, occurring on or about the Premises, or in any manner growing out of or
connected  with such  party's use and  occupancy  of said  Premises,  when not a
result  of  the  negligence  or  intentional   misconduct  of  the  party  being
indemnified.

         Tenant  hereby  releases and waives all claims  against  Landlord,  its
agents  and  employees,  for injury or damage to person,  property  or  business
sustained in or about the Premises by Tenant, its
                                       -7-
<PAGE>
agents or employees.  Landlord shall not be responsible or liable for any event,
act or omission to the extent  covered by  insurance  maintained  by Tenant,  or
required by this Lease to be maintained by Tenant,  and Tenant shall require its
insurers  to  include  in  Tenant's  insurance  policies  effective  waivers  of
subrogation rights for the benefit of Landlord, its agents and employees.

         16.  Default.  The  occurrence  of  any  one  of  the  following  shall
constitute a default by Tenant:

                  (a) Failure to pay rent or any other amount payable under this
         Lease  within ten (10) days after  written  notice  that such amount is
         past due; or

                  (b)  Failure to perform any other  provision  of this Lease if
         the  failure  to  perform is not cured  within  thirty  (30) days after
         notice thereof has been given to Tenant; provided, however, that if the
         default is not  reasonably  capable of being cured in thirty (30) days,
         Tenant  shall not be in default if it  commences  the cure  within that
         thirty  (30)  day  period  and   diligently   prosecutes  the  cure  to
         completion.

         17. Landlord's Remedies.  Landlord shall have the following remedies if
Tenant  defaults.  These  remedies are not  exclusive;  they are  cumulative  in
addition to any remedies now or later allowed by law.

                  (a) Landlord shall have the right to terminate  Tenant's right
         of possession of the Premises  without  terminating  this Lease, and as
         long as Landlord does not terminate this Lease,  collect rent when due.
         Tenant  shall  surrender  possession  of the  Premises to Landlord  and
         Landlord  shall have the right to enter the  Premises  after  notice to
         vacate  and  after  obtaining  an order  of  ejectment  or other  legal
         authority  and  relet  them.  Tenant  shall be  liable  immediately  to
         Landlord for all costs  Landlord  shall incur in reletting the Premises
         including,  without  limitation,  broker's  commissions,  expenses  for
         remodeling required by the reletting,  and like costs. Reletting can be
         for a period  shorter or longer than the  remaining  term of the Lease.
         Tenant  shall pay to Landlord the rent due under this Lease on the date
         that  the  rent is due,  less  the  rent  Landlord  receives  from  any
         reletting. No act by Landlord allowed by this paragraph or surrender of
         possession of the Premises  pursuant to this paragraph  shall terminate
         this Lease unless  Landlord  notifies  Tenant that  Landlord  elects to
         terminate this Lease.  Landlord  shall use reasonable  efforts to relet
         the Premises upon reasonable  terms.  Tenant shall be responsible  only
         for the costs of such items as carpet, paint and repair and maintenance
                                       -8-
<PAGE>
         items for which Tenant was  responsible  with respect to any  reletting
         under this paragraph.

                  (b)  Landlord  shall  have the right to  terminate  this Lease
         without  notice  to  vacate  (any  right to which is  hereby  waived by
         Tenant) and Tenant's  rights to possession of the Premises at any time,
         and reenter the Premises as described in subparagraph  (a) hereinabove.
         No act by  Landlord  other than the  giving  notice of  termination  to
         Tenant shall  terminate this Lease.  Upon  termination,  Landlord shall
         have the right to pursue its remedies at law or in equity to recover of
         Tenant all  amounts of rent then due or  thereafter  accruing  and such
         other damages as are caused by Tenant's default. In particular, but not
         by way of limitation,  Landlord may choose to accelerate rent due under
         this Lease after termination, with the measure of such accelerated rent
         being equal to the  difference,  if any,  produced by  subtracting  the
         then-current  market rent for the  Premises  from the rent  reserved in
         this  Lease,  multiplying  the  positive  difference,  if  any,  by the
         remaining  term of this Lease and reducing the product to present value
         at the rate paid for United States  Treasury Notes in the most recently
         completed auction.

         Without limiting the foregoing, Tenant shall pay, upon demand, all cost
and expenses,  including  reasonable  attorneys'  fees,  incurred by Landlord in
enforcing  Tenant's  obligations  under this Lease.  Landlord  hereby waives all
statutory and common law landlord lien rights with respect to Tenant's  personal
property, trade fixtures and inventory.

         18. Assignment and Subleasing. Tenant shall not sell, assign, pledge or
hypothecate  this Lease or sublease the Premises or any part thereof without the
prior written  consent of Landlord,  which shall not be  unreasonably  withheld,
conditioned  or delayed.  Any sale of the stock of Tenant which effects a change
in the ownership  thereof from such ownership as of the date of this Lease shall
be deemed a violation of the foregoing provision unless Landlord consents to the
sale in writing.  Consent by Landlord to one assignment or subleasing  shall not
destroy or operate as a waiver of the  prohibitions  contained in this paragraph
as to  future  assignments  or  subleases,  and all such  later  assignments  or
subleases shall be made only with Landlord's prior written consent. In the event
any  assignment of this Lease or sublease of the Premises or any part thereof is
made by Tenant,  whether or not the same is  consented  to by  Landlord,  Tenant
shall remain  directly and primarily  liable to Landlord for payment of all rent
and other charges  provided in this Lease,  and for the faithful  performance of
all of the covenants  and  conditions of this Lease by any assignee or subtenant
to the same extent as if the Lease had not been assigned or the Premises had not
been subleased.
                                       -9-
<PAGE>
         19.  Quiet  Enjoyment.  Provided  Tenant  performs  all its  covenants,
agreements and obligations hereunder, Landlord will warrant and defend Tenant in
the  peaceful  and quiet  enjoyment  of the  Premises,  subject  to  enforceable
easements,  restrictive  covenants and rights of way, if any, against the lawful
claims of all persons claiming under Landlord.

         20. Use  Clause/Compliance  by Tenant with Legal  Requirements.  Tenant
shall use the Premises only for general  office and warehouse  purposes.  Tenant
shall not change the use of the Premises  without the prior  written  consent of
Landlord,  which shall not be  unreasonably  withheld,  conditioned  or delayed.
Landlord may  withhold,  condition  or delay  consent to any change of use which
would violate any applicable law, ordinance,  rule or restriction or which would
pose an increased  risk of injury or damage to persons or  property,  including,
without limitation,  an increased risk of introduction into or onto the Premises
of  Hazardous  Materials.  Tenant  shall obey and comply  with all laws,  rules,
regulations,  ordinances and other legal requirements of all legally constituted
authorities  existing at any time during the Lease term.  Tenant shall not cause
or permit a nuisance to exist on or about the  Premises,  and shall at all times
maintain the Premises in clean and attractive condition, properly dispose of all
trash,  refrain from  burning  anything on or about the  Premises,  refrain from
engaging  in any  dangerous,  illegal  or  immoral  activities  on or about  the
Premises and obey such other  reasonable rules that Landlord may issue from time
to time regarding  Tenant's use of the Premises,  provided that such rules shall
not materially increase Tenant's obligations under this Lease or impair Tenant's
use of the Premises in accordance with this Lease.

         21. Hazardous Materials.  Tenant shall not use, generate,  manufacture,
produce, store, release,  discharge or dispose of on, in, or under the Premises,
or  transport  to or from the  Premises,  any  Hazardous  Materials  (as defined
below), or allow any other person or entity to do so, other than in the ordinary
course of Tenant's  business on the Premises and in  compliance  with all local,
state and  federal  laws,  ordinances  and  regulations  relating  to  Hazardous
Materials.  Tenant  shall  comply  with  all  local,  state  and  federal  laws,
ordinances  and  regulations  relating to Hazardous  Materials  on, in, under or
about the Premises.

         Tenant shall promptly  notify Landlord should Tenant receive notice of,
or  otherwise  become  aware of, any:  (a) pending or  threatened  environmental
regulatory action against Tenant or the Premises;  (b) claims made or threatened
by any third party  relating to any loss or injury  resulting from any Hazardous
Material;  or (c) release or discharge,  or threatened release or discharge,  of
any Hazardous Material in, on, under or about the Premises.

         Tenant agrees to indemnify,  defend and hold Landlord harmless from and
against any and all liabilities, claims, demands, costs
                                      -10-
<PAGE>
and expenses of every kind and nature  (including  attorneys'  fees) directly or
indirectly  attributable  to  Tenant's  failure to comply  with this  paragraph,
including,  without limitation: (a) all consequential damages; and (b) the costs
of any required or necessary repair,  cleanup or detoxification of the Premises,
and the  preparation  and  implementation  of any  closure,  remedial  or  other
required  plan.  The indemnity  contained in this paragraph 21 shall survive the
termination or expiration of this Lease.

         As used in this paragraph 21, the term "Hazardous Materials" shall mean
any  element,  compound,  mixture,  solution,  particle  or  substance  which is
dangerous  or  harmful  or  potentially  dangerous  or  harmful to the health or
welfare  of life  or  environment,  including  but not  limited  to  explosives,
petroleum products, radioactive materials, hazardous wastes, toxic substances or
related materials,  including, without limitation: (1) any substances defined as
or included within the definition of "hazardous substances," "hazardous wastes,"
"hazardous  materials,"  "toxic  substances,"  "hazardous  pollutants" or "toxic
pollutants," as those terms are used in the Resource  Conservation  and Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Hazardous  Materials  Transportation Act, the Toxic Substances Control
Act, the Clean Air Act and the Clean Water Act, or any  amendments  thereto,  or
any  regulations  promulgated  thereunder,  and  any  other  law  or  regulation
promulgated by any federal,  municipal,  state,  county or other governmental or
quasi governmental authority and/or agency or department thereof; (2) any "PCBs"
or "PCB items" (as defined in 40 C.F.R.  ss.761.3);  or (3) any  "asbestos"  (as
defined in 40 C.F.R. ss.763.63).

         22. Limitation on Liability. Tenant shall look solely to the estate and
interest  of  Landlord  in the  Premises  for  the  collection  of any  judgment
requiring  the  payment of money by  Landlord  for default or breach by Landlord
under this Lease.  Landlord shall be released from any further  liability  under
this Lease upon a sale of the Premises.

         23. Automatic Subordination.  This Lease is and shall be subordinate to
any  mortgage or deed of trust now of record or  recorded  after the date of the
Lease  affecting the Premises.  Tenant shall execute and deliver to Landlord and
Landlord's  mortgagee  any  documentation  requested by Landlord to confirm this
subordination  within  fifteen (15) days after request by Landlord or Landlord's
mortgagee.  Landlord  shall  exercise  reasonable  efforts  to  obtain a written
agreement  from  the  holder  of any  mortgage  or deed of trust  now of  record
affecting the Premises by which such holder agrees not to disturb the tenancy of
Tenant under this Lease so long as Tenant is performing  its  obligations  under
this Lease.  In addition,  Landlord shall obtain from the holder of any mortgage
or deed of trust recorded after the date of this Lease  affecting the Premises a
written  agreement by which such holder agrees not to disturb  Tenant's  tenancy
under this Lease so long as Tenant is
                                      -11-
<PAGE>
performing  its  obligations  under this  Lease,  and  Landlord  shall  exercise
reasonable  efforts to obtain in such  non-disturbance  agreement  such holder's
agreement  that  condemnation  and  insurance  proceeds will be  distributed  as
provided in this Lease.

         24.  Waiver.  The waiver by Landlord  of any breach of any  covenant or
agreement herein contained shall not be a waiver of any other default concerning
the same or any other covenant or agreement  herein  contained.  The receipt and
acceptance  by Landlord of  delinquent  or partial  rent shall not  constitute a
waiver of that or any other default.

         25. Notice. Any notice that either party desires or is required to give
the  other  party  shall  be in  writing  and  shall  be  deemed  to  have  been
sufficiently given if either served personally or sent by prepaid, registered or
certified mail, addressed to the other party at the address set forth below:

               Landlord:      5257 Pit Road South
                              P.O. Box 880
                              Harrisburg, North Carolina 28075


               Tenant:




         Either party may change its address by notifying the other party of the
change of address in the foregoing manner. Notices may be given by counsel for a
party.

         26.  Surrender  and  Holding  Over.  Upon  the  expiration  or  earlier
termination of the Lease term, Tenant shall surrender possession of the Premises
in as good a condition as delivered to it,  reasonable  wear and tear and damage
by fire and other  casualty  excepted.  If Tenant  remains in  possession of the
Premises following the expiration or earlier termination of this Lease term with
the consent of Landlord but without any written  agreement  between the parties,
Tenant  shall be only a tenant at will,  and there  shall be no  renewal of this
Lease or exercise of any option by operation of law.

         27.  Applicable Law. This Lease has been entered into under,  and shall
be governed by, the laws of the State of North Carolina.

         28.  Integration and Binding Effect.  The entire agreement,  intent and
understanding between Landlord and Tenant is contained in the provisions of this
Lease and any stipulations,  representations, promises or agreements, written or
oral, made prior to or contemporaneously  with this Lease shall have no legal or
equitable effect or consequence unless reduced to writing
                                      -12-
<PAGE>
herein.  The terms  "Landlord"  and "Tenant" and all pronouns  relating  thereto
shall be deemed to mean and include  corporations,  partnerships and individuals
as may fit the context and the  masculine  gender shall be deemed to include the
feminine and the neuter and the singular number the plural.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  agreement  to be
executed and sealed in their names as of the day and year first above written.


                                        PERFORMANCE PARK PARTNERS, LLC (SEAL)



                                        By:     __________________________(SEAL)
                                        Its: _______________________, Manager




                                        SPORTS IMAGE, INC.



                                        By:     _____________________________
                                        Its: _____________________, President
[CORPORATE SEAL]

ATTEST:

____________________________

________ Secretary
                                      -13-
<PAGE>
STATE OF ____________________

COUNTY OF ___________________


         I,  ________________________________________,  a Notary Public for said
County and State, do hereby certify that ___________________________, manager of
Performance  Park Partners,  LLC, a North Carolina  limited  liability  company,
personally appeared before me this day and acknowledged the due execution of the
foregoing instrument on behalf of the company.

         WITNESS   my  hand  and   official   seal,   this  the  ______  day  of
_______________, 1997.


                                             ___________________________________
                                                     Notary Public

My commission expires:

_____________________

[NOTARIAL SEAL]



STATE OF ____________________

COUNTY OF ___________________


         This ______ day of  _______________,  1997,  personally  came before me
___________________________________,  who, being by me duly sworn,  says that he
is the ________  President of Sports Image,  Inc., an Arizona  corporation,  and
that the seal affixed to the  foregoing  instrument  in writing is the corporate
seal of the  company,  and that said  writing  was signed and sealed by him,  in
behalf of said  corporation,  by its authority duly given. And the said ________
President  acknowledged  the  said  writing  to be the  act  and  deed  of  said
corporation.


                                             ___________________________________
                                                     Notary Public

My commission expires:

_____________________

[NOTARIAL SEAL]
<PAGE>
                                    Exhibit B
                     Description of Plans and Specifications
                                   (attached)