**AGREEMENT**     THIS AGREEMENT (the “Agreement”) is effective the 9th day of December, 1986, by and betweenVOIT CORPORATION, a New York corporation (“Voit”), and BSN CORP., a Delaware corporation (“BSN”).**WITNESSETH:**     WHEREAS, Voit is the owner of the “Voit” trademark (the “Trademark”) as may be covered by oneor more of the following United States registrations: Registration Number 1,352,803, dated August6, 1985; Registration Number 1,306,032, dated November 20, 1984; Registration Number 1,199,783,dated May 4, 1982; Registration Number 719,602, dated August 8, 1981; Registration Number 609,517,dated July 26, 1975; Registration Number 884,519, dated January 20, 1970; Registration Number510,267, dated May 31, 1969; and     WHEREAS, BSN is desirous of acquiring certain rights in the Trademark during an initial term andone or more extension terms as herein defined; and     WHEREAS, Voit is desirous of granting such rights to BSN on the terms and conditions hereinafterset forth.     NOW, THEREFORE, in consideration of the mutual covenants made herein and for other good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, the partieshereto agree as follows:     1. Grant of License. Voit hereby grants to BSN, for a period commencing on the date hereofand terminating on December 31, 1989 (the “Initial Term”) and thereafter for three (3) consecutiverenewal periods (“Extension Options”), an exclusive license in and to the Trademark in the UnitedStates for use in connection with the manufacture, sale and advertisement of the products listed onSchedule A attached hereto (the “Products”) and solely to the following customers (the“Customers”), such rights licensed hereunder being referred to as the “Trademark Rights”:     (a) Those customers of Voit listed on Schedule B attached hereto;     (b) Institutional sporting goods customers, including but not limited to, recreationaldepartments, educational institutions, youth sports leagues, community servicegroups, PTA’s, athletic teams and other team sports associations;     (c) Any reseller of sporting goods which realizes more than 50% of its total sporting goodsrevenues from customers of the type listed in Paragraph l(b) above; and     (d) Persons or entities receiving, or purchasing by or through, BSN’s various catalogs.
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     The Trademark Rights shall consist solely of the rights set forth above, and BSN shall have noright in and to the Trademark for use for any purpose other than as expressly set forth herein. Itis expressly understood that Voit and its designees, licensees, successors and assigns may sell anyproducts of the type listed as the Products to any customers not included within the Customers, andthat Voit or its designees, licensees, successors and assigns may sell to Customers any productsother than the Products. BSN represents that it does not sell to mass merchandisers through itscatalogs.     If and to the exent that Products are sold by Voit to persons or entities described in Paragraph l(d), BSN agrees to cooperate with Voit in resolving any conflict, the objective beingthat either Voit or BSN (but not both) shall be entitled to sell Products to a particular customerhereunder.     Voit shall not sell to any Customer any products that bear the Trademark and are of the type listedherein as the Products.     2. Representations and Warranties.(a) Voit hereby represents and warrants that:     (i) it owns the entire right, title and interest in and to the Trademark free and clear of allliens, claims or encumbrances of any kind (except for the liens of Chemical Bank and ManufacturersHanover Trust Company);     (ii) it has the right, power and authority to enter into this Agreement;     (iii) this Agreement has been duly executed and delivered and is a valid and binding agreement ofVoit;     (iv) upon the consent of Chemical Bank and Manufacturers Hanover Trust Company, the execution anddelivery of this Agreement, and the performance by Voit of its obligations hereunder, are not inviolation of and will not conflict with any agreement, law, order or other restriction binding onVoit; and     (v) the registrations covering the Trademark are valid and subsisting.(b) BSN hereby represents and warrants as of the date hereof that:     (i) it has the right, power and authority to enter into this Agreement;     (ii) this Agreement has been duly executed and delivered, and is a valid and binding agreement ofBSN; and
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     (iii) the execution and delivery of this Agreement, and the performance by BSN of its obligationshereunder, are not in violation of and will not conflict with any agreement, law, order or otherrestriction binding on BSN.     3. Term of Extension Options. Each of the Extension Options shall have a term offive (5) years (each of such extension terms being hereinafter referred to as an “ExtensionTerm”), the term of the first Extension Option to commence on January 1, 1990, and the terms of thesecond and third Extension Options to commence on January 1,1995 and 2000, respectively.     4. Exercise of Extension Options. Each Extension Option shall be exercised by BSN’sgiving notice of such exercise to Voit not less than 180 days prior to the expiration of theInitial Term or the then-current term of Extension Option, as the case may be; provided, however,that BSN shall not be entitled to exercise any Extension Option unless, at the time of suchexercise, BSN is in material compliance with all the terms contained in this Agreement.     Notwithstanding anything to the contrary contained herein, Voit may terminate an Extension Term andany unexercised Extension Option(s) in the event that BSN fails to substantially conform to thequality control standards established or to be established pursuant to Paragraph 8 hereof.     5. License Fee. The license fee for the Trademark Rights herein granted shall bethe greater of: (a) $100,000 per Contract Year (the “Minimum License Fee”); or (b) 3.75% of the“net selling price” (gross selling price less returns, transportation costs and insurance charges and net of applicable terms) of the Products during eachContract Year (the “Earnout Price”). As used herein, a “Contract Year” shall mean a calendar year,except that the first Contract Year shall be deemed to extend from the date hereof until December31, 1987. The purchase price for each Extension Option shall be $10.00.     6. Exercise Price. The Extension Options may be exercised in the manner specifiedin Paragraph 4 by the payment of the following monies:     (a) For each Contract Year during the first Extension Term — the greater of the MinimumLicense Fee or the Earnout Price as herein defined.     (b)For each Contract Year during the second and third Extension Terms— the greater of: (i)the average Earnout Price earned during the three (3) calendar years immediately preceding theExtension Term in question, but in no event greater than $200,000.00 or less than $100,000.00 (the“Minimum Exercise Price”); or (ii) the Earnout Price.In connection with the calculation of the Earnout Price during any particular Contract Year, eachContract Year shall be independent of all other Contract Years. BSN’s not being obligated to makepayments of the Earnout Price during a prior year shall not affect its obligation to make paymentof the Earnout Price in a subsequent Contract Year.
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     7. Payment.     (a) Simultaneously with the execution hereof, BSN shall pay Voit the sum of $300,000.00 asprepayment of the Minimum License Fee for the Initial Term of this Agreement.     (b) During each Contract Year following the Initial Term, the Minimum License Fee or MinimumExercise Price, as appropriate, shall be paid in advance of the Contract Year to which sameapplies.     (c) The Earnout Price shall be accounted for and all amounts due shall be paid annually,within forty-five (45) days after the close of the Contract Year for which the respective paymentof the Earnout Price is due. Upon reasonable advance notice, BSN’s records relating to the saleof Products pursuant to this Agreement shall be available for inspection and copying by Voit or itsdesignees during business hours.     (d) Attached hereto as Schedule C is an accounting of all Products currently in BSN’sinventory or being purchased by BSN pursuant to the Inventory Purchase Agreement of even dateherewith (collectively, the “Exempt Products”). The Earnout Price shall not be paid pursuant tothis Agreement for the sale of the Exempt Products. For purposes of the Earnout Price that maybecome due and owing to Voit pursuant to this Agreement, all sales from BSN’s inventory shall bedeemed to be on a first-in, first-out basis.     8. Quality Control. The following provisions shall apply during the ExtensionTerm(s) of this Agreement as well as during the Initial Term:     (a) The use by BSN of the Trademark and the manufacture and sale of any goods in associationtherewith, shall substantially conform to the standards of quality employed by Voit in themanufacture of goods sold under such mark or to such standards as may be reasonably established byVoit from time to time. BSN shall permit Voit and its designees, on reasonable notice, to inspect all the facilities and equipmentused in connection with the manufacture of such goods, and to make such other inspections as Voitshall consider reasonably necessary in order to assure, to its reasonable satisfaction, that suchgoods substantially conform to said standards.     (b) BSN shall make available to Voit or its designees, representative samples of itsadvertising material and labeling and the like which include the Trademark. BSN shall not useany such material which is not substantially acceptable to Voit, which acceptance shall not beunreasonably withheld.     (c) BSN shall submit samples of any Products which BSN proposes to sell but which are notlisted, on the date hereof, in the Voit Product Catalogue (“New Products”). Voit may prohibit BSNfrom using the Trademark in connection with the New Products if Voit determines that such NewProducts do not conform to the standards of quality reasonably established by Voit.
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     9. Ownership of the Trademark. BSN acknowledges Voit’s exclusive right, titleand interest in and to the Trademark, subject to BSN’s rights under this Agreement and the liens ofChemical Bank and Manufacturers Hanover Trust Company. BSN shall not at any time do or cause to bedone any act or thing, in any manner, harming, disparaging, infringing or contesting all or anypart of the right, title and interest of Voit in and to the Trademark. In connection with its useof the Trademark pursuant to this Agreement, BSN shall not in any manner represent that it has anyownership in the Trademark and the registrations and any renewals thereof, and BSN acknowledgesthat use of the Trademark shall not create in BSN’s favor any right, title or interest in or to theTrademark, but all uses of the Trademark by BSN shall inure to the benefit of Voit. In the eventthat BSN proposes to use the Trademark on products not specifically covered by any of the UnitedStates Trademark Registrations, BSN shall promptly notify Voit thereof, and cooperate with Voit, atVoit’s expense, in the filing of such applications for Voit’s registration as Voit shall deemadvisable. Upon termination of this Agreement in any manner provided herein, BSN will have areasonable time thereafter, but not more than six (6) months, to cease and desist from all use ofthe Trademark in any way and will at no time adopt or use, without Voit’s prior written consent,any words or marks which are likely to be similar to or confusing with the Trademark as applied to the Products.     10. Infringement.     (a) During the Initial Term and any Extension Term(s), BSN shall promptly notify Voitof any infringement of the Trademark as soon as BSN learns of same.     (b) Voit shall have the prior right, at its discretion, to institute and prosecute suits toenjoin and/or collect damages from any infringer of the Trademark; provided, however, that inthe event Voit fails to diligently institute and prosecute any such suit and BSN establishes (toVoit’s reasonable satisfaction) that failure to prosecute such suit would materially impair BSN’srights under this Agreement, BSN may institute and prosecute same, whereupon BSN shall be entitledto all proceeds that are received from such suit or through the settlement thereof. Except asprovided in the immediately preceding sentence, Voit shall be entitled to all proceeds that arereceived from any such suit(s) or through the settlement of any such suit(s) or threatened suit(s).The parties shall cooperate fully with each other in prosecuting any claim, suit or proceedingpursuant to this Paragraph 10.     11. Registration of Trademark Rights. If the law permits, Voit shall makeapplication to register BSN as a Permitted User or Registered User of the Trademark during theInitial Term and any Extension Term(s), and if necessary, or if requested by Voit, BSN undertakesto join in such application under the conditions of this Agreement and to execute any suchdocuments and to take such action as may be reasonably necessary to implement such application.     12. Maintenance of Trademark. Voit shall use reasonable efforts to maintain theTrademark and the registrations in the United States so as to enable the Products to be distributedand sold under the Trademark as provided herein. Voit shall not, and shall not permit other personsto, use the Trademark in the United States in connection with the Products.
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     13. Termination. If BSN:     (a)shall fail to pay any monies due Voit pursuant to Paragraphs 5 and 6 hereof for a periodof 30 days;     (b)materially fails to perform any of the other terms of this Agreement and such failure(s)continues for a period of 30 days after receiving written notice specifying such failure(s) inreasonable detail; or     (c) uses the Trademark, during any Extension Term, on goods manufactured byor for BSN that fail to substantially conform to the standards of quality currently employed byVoit in the manufacture of goods sold by it under such marks or to such standards as may bereasonably established by Voit from time to time, and such failure(s) continues for a period of 30days after receiving notice specifying such failures in reasonable detail;then such event or failure shall be an “Event of Default”, whereupon Voit may terminate thisAgreement upon giving notice to BSN at least 30 days before the time when termination is to takeeffect, and thereupon this Agreement shall become void, but without prejudice to the rights ofeither party to monies due or to become due under this Agreement; provided, however, that if anon-monetary event or failure cannot, with due diligence on the part of BSN, be cured within said30-day period, same shall not become an Event of Default, giving rise to the right of Voit toterminate this Agreement, if within said 30-day period BSN undertakes action to cure same andthereafter continuously prosecutes the curing of same with due diligence,     14. Security Interest. To secure BSN against damages incurred as a result of thisAgreement being rejected (pursuant to 11 U.S.C. $ 365(a) or any replacement provision of theBankruptcy Code) prior to the expiration of the Initial Term in or as part of any bankruptcy orsimilar proceeding, Voit hereby pledges, assigns and transfers to BSN, and grants to BSN acontinuing security interest in and to, all of the Trademark Rights and any and all proceedstherefrom, including proceeds from any license. Such damages shall be equal to (i) $300,000multiplied by a fraction the numerator of which shall be the number of whole months remaining in the Initial Term and thedenominator of which shall be 36, (ii) less any monies constituting the Earnout Price that are dueand owing to Voit pursuant to Paragraph 5(b) for Contract Years ending previous to such bankruptcyor other proceeding, (iii) less the excess, if any, of (A) the Earnout Price as applied to Productssold by BSN during the Contract Year during which this Agreement is rejected as part of abankruptcy or other proceeding (subject, however, to Paragraph 7[d]), over (B) the pro-rata portionof the Minimum License Fee attributable to the period from the commencement of the Contract Year inwhich this Agreement is so rejected until the date on which this Agreement is rejected. In theevent that the foregoing yields a negative amount, such amount shall be paid in the mannerspecified in Paragraph 7(c). BSN shall have the right to record the security interest grantedherein with applicable state and/or federal authorities, and Voit agrees to execute whateverdocuments BSN reasonably requires in order to enable BSN to perfect its security interest in and tothe Trademark Rights.
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     15. Closing. The Closing (herein so called) under this Agreement shall take placeon or about December 10, 1986, at the offices of Squadron, Ellenoff, Plesent & Lehrer, 551 FifthAvenue, New York, New York 10017. At the Closing, BSN shall deliver to Voit the purchase price forthe Initial Term, and Voit shall deliver to BSN an instrument or instruments executed by ChemicalBank and Manufacturers Hanover Trust Company in the form of Schedule D attached hereto.     16. Miscellaneous Agreements.     (a) Amendment. This Agreement shall not be amended except by a written instrumentduly executed by each of the parties hereto. This Agreement sets forth the understandings of theparties with respect to the Trademark.     (b) Assignment and Binding Effect. This Agreement may not be assigned, andthe Trademark Rights may not be further assigned, by any party hereto without the prior writtenconsent of the other party, except that: (i) either party may assign all or a portion of its rightsand obligations under this Agreement to that party’s affiliate, parent or subsidiary without theother party’s consent; and (ii) Voit may assign all or a portion of its rights under this Agreementto Chemical Bank and Manufacturers Hanover Trust Company. All of the terms and provisions of thisAgreement shall be binding upon and inure to the benefit of and be enforceable by the respectiveparties hereto and the successors and assigns of the parties hereto.     (c) Waiver. Any term or provision of this Agreement may be waived at any time by the partyentitled to the benefit thereof by a written instrument duly executed by such party.     (d) Notices. Any notice, request, demand, waiver, consent, approval, or other communicationwhich is required or permitted to be given to any party hereunder shall be in writing and shall bedeemed given only if delivered by the party personally or sent to the party by telegram or byregistered or certified mail (return receipt requested, with postage and registration orcertification fees, thereon prepaid, addressed to the party at its address set forth below:If to Voit:Voit Corporation