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FINAL
December 21, 2000
 AMENDED AND RESTATED LICENSE AGREEMENT
 THIS AMENDED AND RESTATED LICENSE AGREEMENT
 WITNESSETH:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Prior Agreements. This Agreement amends, restates and replaces, in their
entirety, the 1992 Agreements and all amendments of the 1992 Agreements that predate the
Effective
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FINAL
December 21, 2000
  Date of this Agreement, as those agreements pertain to SSG, MacMark and Equilink, but not
to otherwise affect the 1992 Master Agreement as it pertains to any other parties to that
agreement.2.
    
    Definitions. For the purposes of this Agreement, the following terms shall
have the meanings set forth below. The singular includes the plural and vice versa as
indicated by the context. Any term defined elsewhere in this Agreement shall have the meaning
set forth in that definition wherever the term is used in this Agreement.
 2.1
    
    Brick and Mortar Retailer shall mean a business, including the advertisement,
offer for sale, sale and distribution of products, that: i) is conducted through sales
in a physical store (as contrasted with a virtual store operated using E-
Commerce); and ii) where the business solely intends to sell products exclusively
to individuals for their personal use.2.2
    
    Brick and Mortar Retail Store shall mean a means or method of doing business,
including the advertisement, offer for sale, sale and distribution of products,
that:
i) is conducted through sales in a physical store (as contrasted with a virtual
store
operated using E-Commerce); and ii) where the business solely intends to sell
products exclusively to individuals for their personal use.2.3
    
    Channels of Trade shall mean conducting business (including the
advertisement, offer for sale, sale and distribution of products) through any and all
means and methods that currently exist or may exist in the future, including but
not limited to E-Commerce.2.4
    
    Closeouts shall mean MacGregor-branded Products sold by SSG that satisfy
one or more of the following: i) the MacGregor-branded Product is no longer
included in SSGs regularly scheduled catalogs (but excluding any closeout
catalogs); ii) SSGs current intention is to neither reorder the MacGregor-branded
Product nor to offer it for sale other than as a closeout or discontinued item; or iii)
SSG advertises it as a closeout, a discontinued
item, an overstocked itemor
while supplies last item.2.5
    
    Domestic Territory shall mean the United States (including its current and
future territories, possessions, and military posts worldwide), Canada, and
Mexico.2.6
    
    E-Commerce shall mean conducting business (including the advertisement,
offer for sale, sale and distribution of products) through a global, international,
national, local or other electronic network (such as the Internet, private network or
corporate intranet), or any subpart thereof, which may be accessed or created now
or in the future, and any other current or future means or method of
advertisement, sale, order taking or distribution via an electronic means.2.7
    
    Exclusive Customers shall mean: (a) institutional sporting goods customers,
including, but not limited to, athletic teams, boys and girls groups (including
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FINAL
December 21, 2000
 without limitation JCCs, PTAs, and YMCAs), businesses (that are not Excluded Customers),
camps, churches, coaches, community centers, community service groups, dealers (that are
not Excluded Customers), educational institutions and those that buy for and that are
buying for educational institutions or for students in connection with programs sponsored
by educational institutions (including without limitation grade schools, high schools,
colleges, administrators, teachers, and coaches), federal and state governmental
subdivisions and agencies (including without limitation military installations and
prisons), health and sports clubs, hospitals, hotels, human services, park and recreation
departments, parks, property management (including condominium, apartment and community
associations), recreational departments, resorts, retirement homes, social organizations,
team sports associations and leagues (such as little leagues), youth sports leagues, and
those that buy for and are buying for institutional sporting goods customers; and (b) any
and all customers that: i) will resell or who will offer to resell Products (as hereinafter
defined) to institutional sporting goods customers, and who also sell sporting goods
products to customers other than institutional sporting goods customers; or ii) will resell
or who will offer to resell Products (as hereinafter defined) exclusively to institutional
sporting goods customers. In no instance shall Exclusive Customers include any Excluded
Customers.2.8
    
    Excluded Customers shall mean and be limited to those specific entities listed on
Exhibit C hereto and any other entity located in the Domestic Territory that: i)
sells exclusively to individual consumers for their personal use; and ii) is not an On-Line
Seller (as hereinafter defined).2.9
    
    Otherwise Licensed Products shall mean and be limited to products listed on Exhibit
B-2 hereto and any products MacMark or Equilink licenses to another licensee after SSG
elects not to exercise its right of first refusal under paragraph 9 so long as such third
party license is in effect.2.10
    
    Footstar Agreement shall mean that License Agreement between Equilink and Footstar dated
March 4, 1998, a true, correct and complete copy of which MacMark shall deliver to SSG prior
to the execution and delivery of this Agreement.2.11
    
    Individual Customers shall mean any and all individual consumers who are purchasing a
Product (as hereinafter defined) other than for resale and that are not Exclusive Customers.2.12
    
    International Territory shall mean all places other than the Domestic Territory.2.13
    
    K-Mart Agreement shall mean that License Agreement between Equilink and K-Mart dated
January 23, 1989, as amended and supplemented by the First Supplemental Agreement, Second
Supplemental Agreement and Third Supplemental Agreement dated November 16, 1989, August 30,
1990, and
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FINAL
December 21, 2000
 June 30, 1994, respectively, a true, correct and complete copy of which MacMark shall
deliver to SSG prior to the execution and delivery of this Agreement.2.14
    
    MacGregor-branded Product(s) shall mean Product(s) (as hereinafter defined)
bearing or otherwise identified by the Trademarks (as hereinafter defined).2.15
    
    On-Line Sellers shall mean any and all entities that sell, offer to sell, resell or
offer to resell a Product (as hereinafter defined) through E-Commerce and that are
not; i) Exclusive Customers; ii) Brick and Mortar Retailers selling goods through
their own website. The parties agree and stipulate that an entity that sells, offers
to sell, resells or offers to resell a Product through E-Commerce, but also meets
the definition of Exclusive Customer in paragraph 2.7, will be considered an
Exclusive Customer for purposes of this Agreement.2.16
    
    Other License Agreements shall mean the Regent Agreement, the K-Mart
Agreement and the Footstar Agreement.2.17
    
    Outbound Freight shall mean SSGs Average Freight Percentage multiplied by
total sales of MacGregor-branded Products in each Royalty Year. As used in this
paragraph 2.17, SSGs Average Freight Percentage means SSGs total cost of
outbound freight divided by SSGs net revenues in each Royalty Year. By way of
example only, in fiscal year 2000, SSGs Average Freight Percentage calculated
under this formula was approximately 7.61 %.2.18
    
    Product(s) shall mean the products listed on
Exhibit B-l hereto and such
additional products approved pursuant to paragraph 8.2 or added pursuant to
paragraphs 9 or 10.2.19
    
    Regent Agreement shall mean that License Agreement between Equilink and
Regent Sports dated September 24, 1999, a true, correct and complete copy of
which MacMark shall deliver to SSG prior to the execution and delivery of this
Agreement.2.20
    
    Royalty Year shall mean the one-year period beginning on August 1 and ending
on July 31. The first Royalty Year shall begin on August 1, 2000.2.21
    
    Trademarks shall mean the trademark MACGREGOR, the trademark THE
ATHLETES CHOICE, the M & Design trademark, all stylized versions and
variations of these trademarks, all updated or new stylized versions of such
trademarks, all combinations of these trademarks, and all present and future
registrations or applications for registration therefore, and shall include, but not be
limited to, the trademarks and registrations listed on Exhibit A-l hereto (the
MacMark Trademarks and MacMark Registrations,
respectively) and the
trademarks and registrations listed on Exhibit A-2 hereto (the MacGregor
Corporation Trademarks and the MacGregor Corporation Registrations,
respectively).
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December 21, 2000
 
 3.
    
    Grant of License. Subject to the applicable use restrictions imposed by the
Settlement Agreement dated April 9, 1981, among MacGregor Sporting Goods, Inc.,
MacGregor-Doniger Inc., and The Brunswick Corporation, MacMark and Equilink hereby grant to
SSG:
 3.1
    
    Exclusive License/Exclusive Customers/Domestic. The exclusive
(including as to
MacMark and Equilink) right and license to promote, advertise, merchandise,
offer for sale, sell, and distribute all MacGregor-branded Products, through all
Channels of Trade other than a Brick and Mortar Retail Store, to Exclusive
Customers located in the Domestic Territory. MacMark and Equilink
acknowledge that the right and license granted herein, includes, but is not limited
to, the right for Exclusive Customers, who have purchased or agreed to purchase
MacGregor-branded Products from SSG, to resell and distribute MacGregor-
branded Products through all Channels of Trade (including, but not limited to,
through E-Commerce and Brick and Mortar Retail Stores) and to any person or
entity.3.2
    
    Exclusive License/Individual Customers and On-Line Sellers/Domestic. The
exclusive (including as to MacMark and Equilink) right and license to promote,
advertise, merchandise, offer for sale, sell, and distribute all MacGregor-branded
Products, except the Otherwise Licensed Products, through all Channels of Trade
other than a Brick and Mortar Retail Store, to Individual Customers and On-Line
Sellers located in the Domestic Territory. MacMark and Equilink acknowledge
that the right and license granted herein includes, but is not limited to, the right
for On-Line Sellers, who have purchased or agreed to purchase MacGregor-
branded Products from SSG, to resell and distribute MacGregor-branded
Products, except the Otherwise Licensed Products, to any person or entity through
E-Commerce.3.3
    
    Non-Exclusive License/All Customers/International. Subject to the requirements
of the next sentence of this paragraph 3.3, the non-exclusive right and license to
promote, advertise, merchandise, offer for sale, sell and distribute all MacGregor-
branded Products, through all Channels of Trade, to any person or entity of any
type located in the International Territory. This right and license is limited to
promoting, advertising, merchandising, and offering for sale MacGregor-branded
Products through English language catalogs, mailers, advertising and promotions;
salespeople; and E-Commerce (including, but not limited to, the nonexclusive
right and license to accept orders from customers who receive English language
catalogs, mailers, advertising and promotions in the International Territory or who
place orders through E-Commerce from the International Territory) and to
fulfilling such orders by shipping MacGregor-branded Products to such customers
located in the International Territory. Notwithstanding the foregoing, this right
and license does not include the right of salespersons to make in-person sales
visits to the premises of Brick and Mortar Retailers located in the International
Territory that sell exclusively to Individual Customers for the purpose of selling
MacGregor-branded Products. SSG recognizes that the rights granted under this
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FINAL
December 21, 2000
 paragraph 3.3 are nonexclusive and that MacMark may license others to sell
MacGregor-branded products to customers located in the International Territory, subject to
SSGs rights under paragraphs 9, 10 and 11 of this Agreement.3.4
    
    Non-Exclusive License to Display and Advertise. The non-exclusive right and
license for SSG, customers of SSG who have or may purchase MacGregor-
branded Products from SSG, and others authorized by SSG to display and
otherwise promote, advertise, merchandise, and offer for sale all MacGregor-
branded Products, through all Channels of Trade, anywhere in the Domestic
Territory or the International Territory, to any person or entity of any type,
including but not limited to Exclusive Customers, Individual Customers, On-Line
Sellers, Excluded Customers, and the general public.3.5
    
    Non-Exclusive License to Manufacture, Source, Import and
Export. The non-exclusive right and license to use, or to authorize others to use, the Trademarks
anywhere in the world in connection with manufacturing, sourcing, importing and
exporting of the Products anywhere in the world.3.6
    
    Domain Names. The exclusive right and license to promote, advertise,
merchandise, offer for sale, sell, and distribute all MacGregor-branded Products
using the domain names macteamsports.com, MacGregorTeamSports.com, and
MacGregorSports.com in all cases and combination of cases and using all top
level domains and suffixes (e.g., .sports, .earth, .USA, .biz, .info,
..pro, .coop, .name, etc.) that are now available or may become available in the future (the
Domain Names). SSG shall also have the exclusive right to register, administer
and use, in the Domestic Territory and the International Territory, the Domain
Names; provided, however, that the Domain Names shall be the property of
MacMark. SSG will register MacMark as the owner of the Domain Names used
by SSG. SSGs use of the Domain Names during the term of the Agreement will
inure to the benefit of MacMark, and, in the event this Agreement is terminated,
SSG will transfer the administration of the Domain Names to MacMark.3.7
    
    Excluded Rights. Notwithstanding paragraphs 3.1 through 3.6, SSG shall have no
right to sell or distribute MacGregor-branded Products to Excluded Customers in
the Domestic Territory or to sublicense others to sell or distribute MacGregor-
branded Products to Excluded Customers in the Domestic Territory. The rights
granted to SSG herein also specifically exclude, without the prior written consent
of MacMark or Equilink, the following: (a) the ability to own a Brick and Mortar
Retailer using any of the Trademarks as part of the name of the store, and (b) the
ability to use any of the Trademarks as part of SSGs corporate name. Neither
SSGs use of the phrases MacGregor Team Sports Licensee. MacGregor Team
Sports, MacGregor Sports nor SSGs use of the Domain Names, including
such use on catalogs, advertisements, the Internet, web pages, business cards,
letterhead, facsimile cover sheets, stationery, phone messages and telephone
usage, shall be deemed to conflict with this paragraph 3.7.
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FINAL
December 21, 2000
 3.8
    
    Procedure For Otherwise Licensed Products. SSG will implement reasonable
procedures to ensure that Otherwise Licensed Products are not sold by SSG to Individual
Customers in the Domestic Territory. MacMark and Equilink acknowledge that SSGs procedures
will be sufficient if they are substantially similar to the procedures outlined in
Exhibit D.3.9
    
    Premiums. SSG shall have the right to distribute MacGregor-branded Products to
all or any customers without charge as promotional premiums in connection with purchases by
those customers of other products from SSG, so long as the value of such premiums (based on
the lowest sales price of the MacGregor-branded Product) does not exceed 10% of SSGs annual
gross sales of MacGregor-branded Products in any single Royalty Year. In the event the value
of such premiums (based on the lowest sales price of the MacGregor-branded Product) does
exceed 10% of SSGs annual gross sales of MacGregor-branded Products in any single Royalty
Year, SSG will include the value of the premiums (based on the lowest sales price of the
MacGregor-branded Product and excluding Outbound Freight, taxes, returns and sales credits)
over the 10% limit as a sale for purpose of calculating the Annual Royalty due under
paragraph 4 for that Royalty Year. Notwithstanding the foregoing, this paragraph 3.9 shall
not apply to the distribution of MacGregor-branded Products as samples and not as premiums.3.10
    
    Customer Classification. In the event a customer or a potential customer could
fall within more than one customer classification, then the parties agree that the customer
will be considered in the customer classification that provides SSG with the greatest rights
to promote, advertise, merchandise, offer for sale, sell and distribute MacGregor-branded
Products to that customer, provided that SSG complies with the provisions of paragraphs 3.1,
3.2 and 3.3.
 4.
    
    Royalty and Royalty Reports. SSG will pay to Equilink an annual royalty (the
Annual Royalty) of 2% of annual gross sales (after deducting Outbound Freight, taxes,
returns and sales credits) of MacGregor-branded Products that exceed, for the applicable
Royalty Year, $17 million; provided, however, that once SSGs annual sales of
MacGregor-branded Products exceed $22 million, SSG is permitted to pay a reduced annual
royalty of 1% on gross sales (after deducting Outbound Freight, taxes, returns and sales
credits) of Closeouts of MacGregor-branded Products in those Royalty Years where SSG sells
MacGregor-branded Products as Closeouts. In no event shall the 1% royalty apply to more than
10% of total annual sales (after deducting Outbound Freight, taxes, returns and sales credits)
of MacGregor-branded Products in excess of $22 million. The guaranteed minimum Annual Royalty
shall be One Hundred Thousand Dollars (U.S. $100,000.00) (the Guaranteed Minimum Annual
Royalty), and the Guaranteed Minimum Annual Royalty shall be credited against the total
Annual Royalty payable in any Royalty Year. The Annual Royalty shall be paid as follows: (a)
Fifty Thousand Dollars (U.S. $50,000) on or before January 31 of each Royalty Year; (b)
Twenty-Five Thousand Dollars (U.S. $25,000) on or before April 30 of each Royalty Year; (c)
Twenty-Five Thousand Dollars (U.S. $25,000) on or before July 31 of each Royalty Year; and (d)
the balance of any
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December 21, 2000
 Annual Royalty due for a Royalty Year on or before the first September 30 following such
Royalty Year.In connection with its September 30 payment, SSG shall submit to Equilink a report of its
annual gross sales (after deducting Outbound Freight calculated in accordance with paragraph
2.17, taxes, returns and sales credits) of MacGregor-branded Products during the preceding
Royalty Year, which report shall be accompanied by a statement from SSGs chief financial
officer, controller, principal accounting officer, treasurer, chief operating officer,
president or chairman that the report is correct in all material respects. SSG shall keep,
for a period of at least three (3) years after the conclusion of the Royalty Year, accounting
records showing the sales of MacGregor-branded Products in that Royalty Year. Upon receipt of
a written request from Equilink, SSG will make available to Equilink or its authorized
representative, at Equilinks sole expense, such accounting records of SSG and its
affiliates, assigns and sublicensees, reasonably necessary to verify SSGs annual sales of
MacGregor-branded Products in a Royalty Year for which SSG is obligated to maintain its
accounting records under this Agreement as of the time the request is made. Once during each
Royalty Year after the Effective Date of this Agreement and once after the termination of the
Agreement in accordance with paragraph 6, Equilink shall be entitled to an independent audit
of SSGs accounting records by a Big 5 public accounting firm or a regional accounting firm
that is mutually acceptable to the parties and, in either case, that is not the auditor for
Equilink or any of its affiliates, including but not limited to MacMark and Riddell Sports,
Inc., to determine SSGs sales of MacGregor-branded Products for the previous two (2) Royalty
Years. The audit shall be limited to the determination of SSGs sales of MacGregor-branded
Products for the previous two (2) Royalty Years, shall not include any Royalty Year
previously audited, shall not include any period prior to July 31, 2000, and shall be
conducted during normal business hours at SSGs home office at a date and time to be mutually
agreed upon by the parties. The cost of the audit shall be paid by Equilink unless the audit
shows that SSG has understated sales of MacGregor-branded Products or overstated deductions
for the Royalty Year in question by more than 10%, in which case SSG shall pay all of
Equilinks costs of the audit and any additional royalty that is due. Equilink, MacMark and
its auditors agree to maintain the confidentiality of and not disclose to third parties the
information SSG provides in connection with any such audit.5.
    
    Term. The Term of this Amended and Restated License Agreement shall commence as
of the Effective Date and shall continue in full force and effect for a period of forty (40)
years unless terminated pursuant to paragraph 6 of this Agreement. This Agreement shall
be automatically renewed for successive forty (40) year periods unless terminated
pursuant to and in accordance with paragraph 6 of this Agreement.6.
    
    Termination. This Agreement shall be terminable only in accordance with the
provisions
of this paragraph 6.
 6.1
    
    Material Breach of Agreement. In the event of any material breach of
this Agreement, the aggrieved party shall promptly provide written notice of the
specific material breach, and, except as set forth in paragraph 6.2, the party
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FINAL
December 21, 2000
 committing such breach shall have sixty (60) days after its receipt of the written notice
of the specific material breach to effect a cure thereof. If such a material breach is not
cured within such sixty (60) day period, the aggrieved party shall have the right to
terminate this Agreement by written notice of termination, provided, however, if such
material breach is of a nature that it is unable to be cured within such sixty (60) day
period despite the good faith efforts of the party receiving the notice, then the
aggrieved party may not terminate this Agreement so long as the other party is diligently
procuring such cure and, in fact, subsequently effects such cure within a reasonable
period of time. A material breach of this Agreement is not subject to the dispute
resolution provision in paragraph 21.6.2
    
    Nonpayment of Royalty. SSGs failure to pay the Guaranteed Minimum Annual
Royalty (or any portion thereof) in accordance with the provisions of paragraph 4
shall be considered a material breach of this Agreement that is subject to cure
within ten (10) business days after SSGs receipt of a written notice of such
breach. SSGs failure to pay any material amount due under paragraph 4 of this
Agreement other than the Guaranteed Minimum Annual Royalty shall be
considered a material breach of this Agreement that is subject to cure within sixty
(60) days after SSGs receipt of a written notice of the specific amount due to
Equilink, provided, however, if: i) there is a good faith dispute about the amount
that is due to Equilink under paragraph 4, then SSGs failure to pay the disputed
amount will not be a material breach of this Agreement unless SSG fails to pay to
Equilink any amount ultimately deemed due within sixty (60) days of the final
resolution of the good faith dispute; or ii) as a result of an audit conducted in
accordance with paragraph 4 of this Agreement, it is determined that SSG owes
Equilink an additional amount under paragraph 4, then SSGs failure to pay that
amount will not be a material default of this Agreement unless SSG fails to pay to
Equilink any amount ultimately deemed due within thirty (30) days of the final
resolution of the audit.6.3
    
    Non-Material Breaches. In the event of any
non-material breach under this
Agreement, the aggrieved party shall promptly provide written notice of the non-
material breach. The parties agree that non-material breaches cannot be a basis
for terminating this Agreement and shall be subject to the dispute resolution
provision in paragraph 21, except as provided in paragraphs 6.4, 6.2 and 6.1. The
parties further agree that the matters that may result in non-material breaches
include, but are not limited to, the following:
 6.3.1
    
    Whether SSG has complied with the procedures referenced in paragraph 3.8;6.3.2
    
    Whether SSG has sold a MacGregor-branded Product to a customer that is
not covered by SSGs license under this Agreement;6.3.3
    
    Whether SSG has sold a MacGregor-branded product that is not covered
by SSGs license under this Agreement;
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FINAL
December 21, 2000
 6.3.4
    
    Whether a product advertised, offered or sold by SSG is a new product
that requires approval under paragraph 8.2 or is already a Product as
defined in this Agreement;6.3.5
    
    Whether a customer is an Excluded Customer, Exclusive Customer,
Individual Customer or On-line Seller as defined in this Agreement;6.3.6
    
    Whether SSG or Equilink has complied with the approval provisions of
paragraph 8, including paragraph 8.1 (quality of product), paragraph 8.2
(new product approval) and paragraph 8.3 (advertising approval);6.3.7
    
    Whether SSG has complied with the requirements of paragraph 12 (use of
Secondary Marks);6.3.8
    
    Whether SSG has complied with the provisions of paragraph 13;6.3.9
    
    Whether SSG has complied with the provisions of paragraph 3.9
(Premiums);6.3.10
    
    Whether a third-party manufacturer meets the requirements of paragraph
14 and/or whether SSG has complied with the requirements of paragraph
14;6.3.11
    
    Whether SSG has complied with the requirements of paragraph 19;6.3.12
    
    Whether SSG or MacMark have complied with the requirements of
paragraph 16 (Trademark and Registration Maintenance); and6.3.13
    
    Whether SSG, MacMark or Equilink have complied with the requirements
of paragraph 21 (Dispute Resolution Procedure for Certain Disputes).
 6.4
    
    Reoccurring, Intentional or Reckless Non-material
Breaches. If SSG has: i) intentionally and willfully, or ii) recklessly failed to obtain the approval required
under paragraph 8.2 for more than five (5) products in any single Royalty Year,
then such intentional and willful failure shall constitute a material breach of the
Agreement that is subject to the provisions of paragraph 6.1. In that case, SSG
will be deemed to have cured the breach by either obtaining Equilinks approval
for the products in accordance with the provisions of paragraph 8.2 or by stopping
future sales of the products within sixty days of SSGs receipt of the notice
required by paragraph 6.1.6.5
    
    Failure To Reach Target Revenues. Any party may terminate this Agreement on
sixty (60) days prior written notice if SSGs gross revenues from the sale or other
distribution of MacGregor-branded Products for any Royalty Year beginning with
the Royalty Year ending July 31, 2005 are less than the Target Revenues (as
defined below).
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December 21, 2000
 
 For the Royalty Year ended July 31, 2005, Target Revenues shall be $8,250,000.
For each Royalty Year thereafter, Target Revenues shall be increased or
decreased, as applicable, by the percentage change in the U.S. Bureau of Labor
Statistics, Producer Price Index for Selected Commodities (Annual)  Miscellaneous
Products  Toys, Sporting Goods, Small Arms, Etc. for the calendar year immediately
preceding the calendar year for which Target Revenues are being calculated,
provided that in no event shall such adjustment exceed 3% of the then applicable
Target Revenues.  If the adjustment would have exceeded 3%, but for the
foregoing, such amount in excess of 3% shall be carried forward and, subject to the
3% annual adjustment, be used to increase or decrease future adjustments.6.6
    
    Voluntary Termination By SSG. SSG may terminate this Agreement
effective on the tenth (10th) year anniversary of this Agreement and on each
subsequent fifth (5th) year anniversary (i.e., the 10th, 15th, 20th, 25th year
anniversary, etc.) by giving 180 days written notice to MacMark and Equilink prior to
such anniversary.
 7.
    
    Rights Upon Termination. Upon termination of this Agreement, unless otherwise
permitted by MacMark or Equilink, SSG shall discontinue using the Trademarks in connection
with the manufacture, advertisement, sale, distribution and promotion of the
MacGregor-branded Products, with the following exceptions:
 7.1
    
    Catalog Fulfillment. SSG and its authorized agents and sublicensees
shall be permitted to use the Trademarks in accordance with the provisions of this
Agreement to fulfill any orders for MacGregor-branded Products received as a
result of catalogs then in circulation, including catalogs published by customers of
SSG.7.2
    
    Inventory Depletion. For twenty-four (24) months (the Sell-Off Period)
following the termination of this Agreement in accordance with the provisions of
paragraph 6, SSG shall be permitted to advertise, sell or otherwise distribute
(a) SSGs inventory of all MacGregor-branded Products and unfinished Products
meant to be MacGregor-branded Products when finished, including the right to
finish any work-in-process and use supplies of raw materials on hand or ordered,
(b) all MacGregor-branded Products ordered from a supplier prior to termination
under purchase orders which cannot be cancelled without penalty to or a claim
against SSG and (c) all MacGregor-branded Products ordered prior to termination
under binding sales orders outstanding at the time of such termination which sales orders cannot be cancelled without penalty to or a claim against SSG.7.3
    
    Continuing Obligations. The parties agree that during the Sell-Off Period, they
shall abide by and uphold their rights and obligations accrued or existing as of
termination of the Agreement. The parties further agree that the representations,
rights and obligations contained in paragraphs 6, 7, 25, 26, 28, 30 and 33 will
survive the termination of this Agreement.
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FINAL
December 21, 2000
 
 7.4
    
    Royalty Obligation. At the conclusion of the Sell-Off Period, SSGs
obligation to pay Equilink any future royalty, including the Guaranteed Minimum Annual
Royalty, shall terminate, provided, however, this provision will not affect SSGs
obligation to pay Equilink any royalty due and owing as of the end of the Sell-Off
Period. If the Sell-Off Period ends at any time other than the end of a Royalty
Year, the Guaranteed Annual Minimum Royalty for that Royalty Year will be
pro-rated based on a fraction, the numerator of which is the number of months of
the Royalty Year that occurred prior to the end of the Sell-Off Period and the
denominator of which will be 12.7.5
    
    Notice To Suppliers. On or before the 90th day after the valid termination of this
Agreement in accordance with the provisions of paragraph 6, SSG will send
written notice, at their last known address, to those suppliers who, in the twelve
(12) months immediately prior to the effective date of the termination, have
supplied MacGregor-branded Products to SSG, that the Agreement has been
terminated and that any further rights to manufacture MacGregor-branded
Products are limited to the rights contained in paragraph 7 of this Agreement, and
SSG will in writing certify to MacMark that such notices have been sent. Further,
after the Sell-Off-Period, SSG will reasonably cooperate with MacMark to
confirm whether a company subsequently accused of infringement of the
Trademarks was a SSG supplier prior to the termination of this Agreement and
whether such company received notice under this paragraph 7.5.
 8.
    
    Quality Control, New Product Approval and Advertising Approval. For so long as
SSG shall manufacture, sell and advertise any MacGregor-branded Products:
 8.1
    
    Quality Control and Inspection. The use by SSG of the Trademarks and
the manufacture and sale of any Products in association therewith, shall substantially
conform to the standards of quality employed by SSG as of the Effective Date.
SSG shall permit Equilink and its designees, on prior written notice to SSG, one
(1) visit per calendar year at Equilinks sole expense to inspect all the facilities
and equipment used in connection with the manufacture of MacGregor-branded
Products, and to make such additional inspections upon SSGs consent, which
shall not be unreasonably withheld, in order to assure that such MacGregor-
branded Products substantially conform to these standards.8.2
    
    New Product Approval. If SSG desires to use a Trademark in connection with a
product that is not covered by this Agreement, then SSG, subject to the terms of
this paragraph, may make available a sample of the product to Equilink for
approval, which approval shall not be withheld unless (a) another party holds the
exclusive right and license to use the Trademark on the proposed new product;
(b) the proposed new product exposes Equilink or MacMark to an unreasonable
risk of liability that is not covered by the insurance required by paragraph 18
below; or (c) the new product is not of the same quality as the MacGregor-
branded Products offered by SSG as of the date of this Agreement. For any
proposed new product with a standard freight rating equal to or less than FAK 50,
SSG shall send a sample of the product and a completed New Product Approval
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FINAL
December 21, 2000
 Request Form substantially in the form attached as Exhibit E to Equilink, c/o
Bill Sherman, 3670 Milwaukee Ave, Chicago, Illinois, 60641 (or such other person designated
by Equilink in accordance with the notice provisions of paragraph 24) and a picture of the
product to Equilink, c/o Arlana Cohen, St. Onge Steward Johnston & Reens, L.L.C., 986
Bedford Road, Stamford Connecticut 06095 (or such other person designated by Equilink in
accordance with the notice provisions of paragraph 24). For any proposed new product with a
standard freight rating greater than FAK 50, SSG shall submit a picture of a sample of the
proposed new product to Equilink at both addresses specified above, along with a written
notice advising where Equilink can (at Equilinks option and expense), inspect a sample of
the proposed new product. If Equilink fails to object in writing to the quality of proposed
product within ten (10) days after its receipt of the New Product Approval Request Form,
then SSGs use of the Trademarks on the new product will be deemed approved and the
definition of Products will be deemed amended to include the new proposed product. Color
changes, model changes, style and grade designations, cosmetic type changes, or changes
that do not materially alter the specifications of a Product will not constitute a new
product that requires Equilinks approval under this paragraph. The interim approvals given
by MacMark and Equilink through its counsel during the negotiation of this Agreement are
ratified by MacMark and Equilink.8.3
    
    Materials Approval. MacMark and Equilink acknowledge that they have approved SSGs
current use of the Trademarks in advertising and promotional materials, including but not
limited to: (a) SSGs uses on business cards, letterhead, facsimile cover sheets, and
stationery, examples of which are attached hereto as Exhibit F; and (b) the uses in
the catalogs and web pages listed on Exhibit G. SSG will provide to Equilink (c/o
Arlana Cohen, St. Onge Steward Johnston & Reens, L.L.C, 986 Bedford Road, Stamford Connecticut
06095, or such other person designated by Equilink in accordance with the notice provisions of
paragraph 24), for approval, a preproduction print of any advertising, catalog page or other
promotional material that contains a use of the Trademarks that was not previously approved
and a completed New Advertising and Promotional Approval Request Form substantially in the
form attached as Exhibit H; provided, however any use by SSG or others (in accordance with
paragraph 3.4) of the Trademarks that does not materially differ from the uses by SSG
previously approved by Equilink or MacMark (including but not limited to replicating such uses
on Internet web pages, fliers, mailers and other advertising pieces) will not require any
additional approvals. Equilink will not withhold its approval of the proposed use of the
Trademarks unless: (a) such proposed use would violate the applicable use restrictions imposed
by the Settlement Agreement, dated April 9, 1981, among MacGregor Sporting Goods, Inc.,
MacGregor-Doniger Inc., and The Brunswick Corporation; (b) such proposed use does not depict
the Trademarks in a type style previously in use or otherwise approved; or (c) such proposed
use of the Trademarks identifies products which are not defined in Exhibit B-l or
otherwise subject to this Agreement. If Equilink does not object in writing to the proposed
new uses of the Trademarks within ten (10) days after its receipt of the
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FINAL
December 21, 2000
 material, the proposed new uses will be deemed approved. The interim approvals
given by MacMark through its counsel during the negotiation of this Agreement are
ratified by MacMark and Equilink.
 9.
    
    Right Of First Refusal  Additional Products. Equilink and MacMark grant to
SSG the first right to obtain a license to use the Trademarks in connection with any products
not included in the definition of Products in this Agreement or otherwise approved by
MacMark or Equilink and on which Equilink or MacMark may license the Trademarks, except (a) a
license for the right to sell sneakers, athletic and other types of street shoes (but
excluding cleats and rollerblades) under the Trademarks; or (b) a license to a third-party
(including Regent) for the right to sell any products under the Trademarks whereby sales by
the prospective third-party licensee of said products are strictly limited to Brick and Mortar
Retailers that are not SSGs Exclusive Customers and whereby said products may not be
advertised, displayed, promoted, merchandised, offered for sale, sold or distributed by the
prospective third-party licensee through E-Commerce. Any third-party license that is limited
as set forth in (b) above, will set forth the limitations in writing and provide that the
third-party licensee cannot circumvent these limitations by arrangements that would result in
the licensed products being sold via E-Commerce without the owner of the Brick and Mortar
Retailer first purchasing the goods from the licensee. SSG recognizes that a Brick and Mortar
Retailer who legitimately purchases goods from another licensee will have the ability to
resell the goods on the Brick and Mortar Retailers own web site. Both Equilink and MacMark
shall give SSG sixty (60) days prior written notice of any intent to license to a third-party
the use of the Trademarks in connection with a specified product not included in the
definition of Products in this Agreement. Unless SSG notifies Equilink or MacMark within
sixty (60) days after SSG receives the notice from Equilink or MacMark that SSG intends to
sell such product, Equilink or MacMark may proceed to license such third party. If SSG
notifies Equilink or MacMark within sixty (60) days after SSG receives the notice from
Equilink and/or MacMark that SSG intends to sell such product but fails to offer for sale such
product as a MacGregor-branded Product within six (6) months from SSGs notice to Equilink or
MacMark, Equilink or MacMark may proceed to license such third party. In the event that SSG
elects to sell the product as a MacGregor-branded Product, the terms of this Agreement will
apply to such product for so long as SSG advertises and offers for sale the product and the
product shall be deemed added to the definition of Products set forth in this Agreement;
provided, however, that if the product is not a sporting goods product or a sporting goods
accessory, then SSGs license with respect to such product will be on the same financial terms
(royalty rate, minimums, and term of years) as that proposed by the third party unless
otherwise agreed between the parties in writing. In the event SSG does not exercise its right
of first refusal as set forth above and Equilink or MacMark then fails to license the proposed
third party licensee within 180 days, men SSGs right of first refusal on such product will be
revived and the product will again be subject to the provisions of this paragraph. Similarly,
in the event SSG does not exercise its right of first refusal as set forth above and Equilink
or MacMark then grants a license to the proposed third party licensee, then when that license
terminates SSGs right of first refusal on such product will be revived and the product will
again be subject to the provisions of this paragraph
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FINAL
December 21, 2000
 
 10.

    Regent Products and Classes Of Customers.
 10.1
    
    Right of First Refusal. Equilink and MacMark grant to SSG the right
of first refusal to all rights Regent Sports has or obtains under and in connection with the
Regent Agreement, including all products licensed to Regent Sports, all classes of
customers to whom Regent Sports is authorized to advertise and sell products and
all Channels of Trade in which Regent Sports is authorized to advertise and sell
products (the Regent Rights), in the event that the Regent Agreement is
terminated, expires, or otherwise is no longer effective. To exercise this right of
first refusal, SSG must match either (a) the best bona fide, third party offer
Equilink or MacMark receives for the Regent Rights within ninety (90) days after
the termination of the Regent Agreement (including any offer by Regent during
that time period); or (b) if there is no such bona fide, third party offer, the original
terms of the Regent Agreement. In the event SSG and MacMark, in connection
with SSGs exercise of this right of first refusal, agree to extend or expand the
terms of the rights SSG acquires pursuant to this right of first refusal (for
example, the length of the new agreement covering such rights), then such
extended or expanded terms shall be subject to the mutual agreement of the
parties. In the event SSG does not elect to exercise its right of first refusal, then
Equilink and MacMark may enter into an agreement on the same terms offered to
SSG (the Offered Agreement), provided however: i) the Offered Agreement
will not conflict with this Agreement, including the rights granted to SSG in this
paragraph 10; and ii) if Equilink and MacMark do not enter into the Offered
Agreement within ninety (90) days of SSG notifying Equilink and MacMark that
SSG is not exercising its right of first refusal, then SSGs right of first refusal will
be revived and the provisions of this paragraph 10.1 will continue to apply to any
offer for all or part of the Regent Rights.10.2
    
    Nonexclusive Right To Sell Regent Products To Individuals and On-Line Sellers.
In the event that the Regent Agreement is terminated, expires, or otherwise is no
longer effective andSSG does not exercise its right of first refusal for all of the
rights granted to Regent Sports as set forth in paragraph 10.1 above, then Equilink
and MacMark grant to SSG the nonexclusive right and license to promote,
advertise, merchandise, offer for sale, sell and distribute the Otherwise Licensed
Products (and all other products licensed to Regent Sports under the Regent
Agreement) to Individual Customers and On-Line Sellers in the Domestic
Territory, pursuant to the terms of this Agreement, with SSG paying royalties as
set forth in paragraph 4 herein. In the event that SSG elects not to exercise its
right of first refusal under paragraph 10.1 above, then Equilink and MacMark
shall not: a) sell or offer to sell, or b) license any rights to offer for sale or
sell, the
Otherwise Licensed Products (or any other products licensed to Regent Sports
under the Regent Agreement) via E-Commerce although SSG recognizes that a
Brick and Mortal Retailer who purchases the Otherwise Licensed Products from a
licensee will have the ability to resell the Otherwise Licensed Products on the
Brick and Mortar Retailers own web site. Stated otherwise, neither Equilink nor
MacMark will license to a third-party the right to sell the Otherwise Licensed
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FINAL
December 21, 2000
 Products (or any other products licensed to Regent Sports under the Regent
Agreement) via E-Commerce, provided, however, SSG recognizes that a Brick and Mortar
Retailer who purchases the Otherwise Licensed Products from a licensee will have the
ability to resell the Otherwise Licensed Products on the Brick and Mortar Retailers
own web site.10.3
    
    No Waiver Of Regent Breaches. Equilink and MacMark agree not to (a)
waive any material defaults by Regent Sports that would automatically terminate the
Regent Agreement pursuant to Section 14 of that Agreement or that would give Equilink
or MacMark the right to terminate the Regent Agreement, (b) materially extend any
deadlines for Regent Sports if doing so would prevent or delay the implementation of
the right of first refusal set forth in this paragraph, or (c) extend the term of the
Regent Agreement beyond the definitive periods of time currently reflected in the
Regent Agreement.
 11.
    
    MacMarks and Equilinks Covenant Concerning Other License Agreements. In no
instance shall Equilink or MacMark grant any additional licenses or expand any existing
licenses to use the Trademarks, including expanding the grants in the Other License
Agreements, to include any Products not already licensed to the existing licensee under
its existing license, except to the extent such license (a) is strictly limited to sales by
the
prospective third-party licensee to Brick and Mortar Retailers that are not SSGs
Exclusive Customers and (b) does not include the right for
the third-party licenseeto
advertise, display, promote, merchandise, offer for sale, sell or distribute through E-
Commerce. Any license permitted under the prior sentence will provide that the licensee
cannot circumvent these limitations by arrangements that would result in the additionally
licensed goods being sold through E-Commerce on the Brick and Mortar Retailers own
web site without the Brick and Mortar Retailer first purchasing the goods from the
licensee. SSG recognizes that a Brick and Mortar Retailer who purchases the Otherwise
Licensed Products from a licensee will have the ability to resell the Otherwise Licensed
Products on the Brick and Mortar Retailers own web site.12.
    
    Cobranding Provision  Secondary Marks. SSG agrees not to use another designation on
any MacGregor-branded Product without MacMarks or Equilinks permission as set
forth below. In connection with the execution of this Agreement, Equilink and MacMark
have approved SSGs use, in any combination with the Trademarks, of all designations of
any type used in connection with a MacGregor-branded Products as shown in the
catalogs or on the websites listed on Exhibit G and the designation 76C1-P on baseballs
(previously the subject of an interim approval). Any use of any other designation on a
MacGregor-branded Product will require Equilinks or MacMarks approval, which
approval shall not be withheld unless such use would: i) violate the applicable use
restrictions imposed by the Settlement Agreement, dated April 9, 1981, among
MacGregor Sporting Goods, Inc., MacGregor-Doniger Inc., and The Brunswick
Corporation; ii) infringe the trademark rights of another party; or iii) be a scandalous use
that would tarnish the Trademarks. Notwithstanding the foregoing, neither Equilink nor
MacMark shall be responsible for ascertaining whether such other designation is
available for use, and the approval of such use shall not mean the mark is available for
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FINAL
December 21, 2000
 Exhibit I.
 13.
    
    Assignment and Sublicensing by SSG. SSG may assign, sublicense and/or subcontract
its right under this Agreement to any direct or indirect, wholly-owned subsidiary of SSG
by providing Equilink or MacMark with written notice thereof. Notwithstanding
anything to the contrary in this Agreement, SSG may assign, sublicense and/or
subcontract its rights or any part of its rights under this Agreement to any other entity
provided that it obtains prior written consent from Equilink or MacMark, which consent
a) will not be unreasonably withheld; and b) will be provided within ten (10) days of
Equilinks or MacMarks receipt of written notice from SSG. For purposes of this
Agreement, neither a merger nor a change of control of SSG (including, without
limitation, a sale of all or substantially all assets or a majority of the voting stock of
SSG,
or of any permitted assignee, sublicensee or subcontractor) shall be deemed a transaction
requiring Equilinks or MacMarks consent or that affects the validity or effectiveness of
this Agreement. In the event of an assignment, sublicense, subcontract, merger or change
of control of SSG in accordance with the provision of this paragraph 13, the Agreement
will remain binding on MacMark and Equilink and SSGs successors.14.
    
    Third-Party Manufacturers. Any third-party manufacturer that provides SSG with
MacGregor-branded Products will manufacture MacGregor-branded goods of at least the
same quality of MacGregor-branded Products offered by SSG as of the date of this
Agreement.
 17




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FINAL
December 21, 2000
 15.
    
    Goodwill. SSG recognizes: (i) the goodwill inherent in the Trademarks
and acknowledges that the goodwill attached thereto does not belong to SSG; and (ii) the
Trademarks have secondary meaning in the mind of the public. SSG agrees that during
the term of this Agreement and thereafter, SSG will not attack or contest the Trademarks
on the basis that they fail to function as Trademarks to identify the source, origin or
sponsorship of a product. Notwithstanding the foregoing, SSG, after the termination of
this Agreement, shall have the right to contest MacMarks ownership of the Trademarks
(including any alleged abandonment of the Trademarks), MacMarks and Equilinks right
and authority to license the Trademarks, and whether there is a likelihood of confusion
between the Trademarks and any other marks.16.
    
    Trademark Registration and Maintenance. During the term of this Agreement, MacMark
shall use its best efforts to obtain, maintain and renew the Trademarks and the
registrations thereof and shall not permit other persons to use the Trademarks in any
manner that would conflict with SSGs rights under this Agreement. MacMark agrees to
promptly file and prosecute an application in the United States Patent and Trademark
Office (the USPTO) to register the mark previously covered by registration number
1,388,926, which registration has been canceled, and to promptly file and prosecute an
application in the USPTO to register the MacGregor Pro mark. In addition, upon
SSGs request, MacMark will promptly apply for additional registrations for the
Trademarks in the Domestic Territory or the International Territory. SSG shall pay one-
half of the cost to obtain, maintain and renew the trademark registrations that SSG has
requested, provided, however, SSGs share of such costs shall not exceed $1,000.
MacMark can request that SSG cooperate with it to obtain such trademark registrations as
may be necessary to protect the Trademarks in those countries where SSG is using the
Trademarks. In those instances where MacMark and SSG determine that a trademark
registration should be filed, SSG will pay one-half (1/2) of the cost to obtain such
registration, which cost of each application shall be capped at one thousand dollars
($1,000) for each party. SSG shall cooperate with MacMark in order to obtain, maintain
and renew trademark registrations, including providing evidence of use of the trademarks
if required by the relevant trademark office. Each party shall promptly notify the other of
any and all infringements, imitations, illegal use or misuse of the Trademarks, which
come to the partys attention. MacMark shall determine the manner of handling any
infringements or claims involving the Trademarks and shall promptly notify SSG of its
course of action. SSG may be represented in any pending or threatened action or
proceeding relating to any infringements or claims concerning the Trademarks at its own
expense, by its own counsel, provided that SSG shall, at all times, cooperate with
MacMark and its counsel with respect to any infringements or claims. Upon MacMarks
request and at MacMarks expense, SSG shall join as a party to any litigation where
SSGs joinder is required by Rule 19 of the Federal Rules of Civil Procedure or the
similar applicable state rule of procedure. If MacMark determines not to take any action
with respect to any infringements or claims concerning the Trademarks, then SSG may,
at its own option and sole expense, take such action as it deems appropriate and
MacMark shall cooperate with SSG in connection with said action. In such instances
where SSG takes action, upon SSGs request and at SSGs expense, MacMark shall join
as a party to any litigation where MacMarks joinder is required by Rule 19 of the
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FINAL
December 21, 2000
 Federal Rules of Civil Procedure or the similar applicable state rule of procedure.
Any recovery as a result of any such action by MacMark or SSG shall belong solely to the
party participating in the action except to the extent: (i) any recovery shall first be
used to reimburse those persons paying the expenses and attorneys fees of the litigation;
and (ii) any recovery represents damage to the other party, in which event such recovery
shall belong solely to the other party. Notwithstanding the foregoing, SSG shall have no
obligation to pay any costs or expenses incurred in connection with recording security
interests, security interest releases or assignments in connection with applications and
registrations for the Trademarks or otherwise rectifying any defect in the chain of title
of any of the applications and registrations for the Trademarks.17.
    
    Indemnification by SSG. SSG shall be solely responsible for and agrees to indemnify
MacMark, Equilink and their respective officers, directors, agents and employees, and to
hold each of them harmless from any claims, damages, causes of action or damages,
including reasonable attorneys fees, arising out of or in connection with SSGs or its
assignees, or sublicensees manufacture, sale, distribution, or advertising of the
MacGregor-branded Products, including, without limitation, product liability and claims
based solely on the use by SSG during the term of the Agreement of any other
designation with the Trademarks, but excluding any claims for use of any Trademark in
violation of anothers rights.18.
    
    Insurance. SSG agrees that, throughout the term of this Agreement and for not less
than
three (3) years following the termination of this Agreement, it will maintain liability
insurance against claims based upon products liability for the MacGregor-branded
Products with reputable insurance companies at the following levels.
 Criteria
    
    Required Level of InsuranceAs of the Effective Date of this Agreement
    
    Insurance of not less than $500,000 per
occurrence and $1,000,000 in the
aggregate, in each case with such
deductions or self-insured retainages as
are customary in the industrygross sales (after deducting Outbound
Freight, taxes, returns and sales credit)
of MacGregor-branded Products in any
Royalty Year are less than $50 million
    
    Insurance of not less than $500,000 per
occurrence and $1,000,000 in the
aggregate, in each case with such
deductions or self-insured retainages as
are customary in the industrygross sales (after deducting Outbound
Freight, taxes, returns and sales credit)
of MacGregor-branded Products in any
Royalty Year exceed $50 million
    
    Insurance of not less than $500,000 per
occurrence and $2,000,000 in the
aggregate, in each case with such
deductions or self-insured retainages as
are customary in the industryfor each incremental increase over $50
    
    increase in aggregate insurance level by $1
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FINAL
December 21, 2000
 Criteria
    
    Required Level of Insurancemillion of $25 million in gross
sales (after deducting Outbound
Freight, taxes, returns and sales
credit) of MacGregor-branded
Products in any Royalty Year
    
    million, with such deductions or
self-insured retainages as are
customary in the industryfor the three years following the
valid termination of this Agreement
in accordance with the provisions of
paragraph 6
    
    Insurance in the same amount as
required for the Royalty Year
immediately preceding the valid
termination of this Agreement in
accordance with the provisions of
paragraph 6
 In any instance when this paragraph requires an increase or reduction in insurance based
on the gross sales (after deductions) in a given Royalty Year, the change in insurance
shall be effective from six (6) months after the end of that Royalty Year until another
change in insurance is required. With regard to products liability, SSG will request
that such insurance policies be endorsed, and in force from the Effective Date, to name
MacMark, Equilink and their respective officers, directors, employees and agents thereof
as additional insured with respect to claims arising under Paragraph 17.19.
    
    Indemnification by MacMark and Equilink Against Trademark Infringement. MacMark
and Equilink shall defend, indemnify and save harmless SSG, its agents, distributors,
sublicensees, officers, directors, employees, shareholders, successors and assigns, and
each of them, from and against any and all claims, actions and suits, whether groundless
or otherwise, and from and against any and all liabilities, judgments, lawsuits, damages,
costs, charges, attorneys fees, and other expenses of every nature and character by reason
of violation or infringement of any trademarks and/or service marks held by third parties,
based on SSG exercising its rights related to the Trademarks granted pursuant to this
Agreement (other than claims based solely on SSGs use during the term of the Agreement of
other designations with the Trademarks), provided that a) SSG notifies MacMark and Equilink
of such claim promptly after SSG learns of same; b) Equilink and MacMark have exclusive
control over the defense and monetary settlement of any proceeding related to such claim;
and c) SSG provides MacMark and/or Equilink such assistance in relation to such proceeding
as MacMark or Equilink may reasonably request.20.
    
    Encumbrance of Trademarks and Assignment By MacMark and Equilink. MacMark and
Equilink represent and agree that they have not, and neither they nor any successor will,
sell, assign, transfer or otherwise encumber any of their rights in the Trademarks or create
any lien, pledge or security interest in the Trademarks, or any part thereof, or permit the
Trademarks or any part thereof to be or become subject to any lien, pledge or security
interest, attachment or other encumbrance without the express written consent of SSG,
which consent will not be unreasonably withheld. It shall not be unreasonable for SSG to
withhold consent if, among other things: i) the person or entity to which MacMark
proposes to sell, assign, transfer, pledge, grant a lien or security interest in or
otherwise
encumber the Trademarks is a competitor of SSG, is of poor or unsatisfactory financial
condition, is in a scandalous or unsavory business, or has a poor reputation; or ii)
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December 21, 2000
 MacMark proposes to pledge, grant a lien or security interest in or otherwise encumber
the Trademarks without first agreeing to give and giving SSG, in a form and substance
acceptable to SSG, a first lien security interest in the Trademarks to secure MacMarks and
Equilinks performance under this Agreement and to secure any damages that would accrue to
SSG in the event of a rejection of this Agreement in any bankruptcy proceeding. Without
limiting SSGs discretion to consent or withhold consent to any of the foregoing, no
security interest or other lien created by MacMark or Equilink in the Trademarks will be
valid until the secured party has agreed in writing with SSG that the secured partys
rights and interests in the Trademarks will be subordinate to the rights of SSG in the
Trademarks as provided in this Agreement and pursuant to any security interest to be
granted to SSG pursuant to the immediately preceding sentence. Notwithstanding the
foregoing: i) MacMark and Equilink have the right to assign and pledge the royalties due to
it under this Agreement and to direct SSG to pay such royalties to another party so long as
such assignment and pledge do not constitute an encumbrance or lien on or a pledge of the
Trademarks; and ii) neither a merger nor a change of control of Riddell Sports, Inc.
(including, without limitation, a sale of all or substantially all assets or a majority of
the voting stock of Riddell Sports, Inc.) shall be deemed a transaction requiring SSGs
consent (unless such transaction would result in the sale, assignment, or transfer of the
Trademarks or a lien, pledge, or security interest in the Trademarks) or that affects the
validity or effectiveness of this Agreement. SSG agrees that a sale of all of the stock of
MacMark and Equilink, as part of the sale by Riddell Sports, Inc. of a majority of the
voting stock or the sale of all or substantially all of the assets to the same purchaser of
one or more of: i) Riddell Sports, Inc., a Delaware corporation ii) Riddell, Inc., an
Illinois corporation iii) or All American Sports Corporation, a Delaware corporation is not
a sale, assignment, or transfer of the Trademarks or a lien, pledge, or security interest
in the Trademarks that requires SSGs consent under this paragraph 20 so long as such sale
is not to a competitor of SSG or to a person or entity who is of poor or unsatisfactory
financial condition, is in a scandalous or unsavory business, or has a poor reputation. In
the event of a sale, transfer, assignment, pledge, lien, merger or change of control made
in accordance with the provision of this paragraph 20, this Agreement will remain binding
on the parties and their successors.21.
    
    Dispute Resolution Procedure For Certain Disputes. Any and all disputes, claims,
demands, causes of action, controversies and other matters in question between the parties
arising out of or relating to any non-material breach of this Agreement, including but not
limited to the matters set out in paragraph 6.3 (regardless of whether (a) allegedly
extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by
applicable law or otherwise or (d) seeking damages or any other relief, whether at law, in
equity or otherwise) (collectively, Arbitrable Disputes) shall be resolved as set forth in
this paragraph 21. A material breach of this Agreement is not subject to this paragraph 21
(including, but not limited to the provisions of paragraph 21.5).
 21.1
    
    Level 1 Dispute Procedure. Upon the written request of any party to
this Agreement (the Dispute Notice), SSG, on the one hand, and MacMark and Equilink,
on the other hand, shall each appoint a designated representative whose task shall be
to meet the other partys designated representative (by conference
 21




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##### 



FINAL
December 21, 2000
 telephone call or in person at a mutually agreeable site) in an endeavor to resolve
any Arbitrable Dispute (Level 1 Dispute Procedure). The designated representatives shall
meet as often as the parties reasonably deem necessary to discuss the Arbitrable Dispute
and negotiate in good faith in an effort to resolve the Arbitrable Dispute without the
necessity of any formal proceeding.21.2
    
    Level 2 Dispute Procedure. If resolution of the Arbitrable Dispute is not resolved
within sixty (60) days from the date of the Dispute Notice (as may be mutually
extended) a chief executive officer or President (or a functional equivalent) of
each of the parties shall meet (by conference telephone call or in person at a
mutually agreeable site) within seventy-five (75) days after the date of the Dispute
Notice (as may be mutually extended) for the purpose of endeavoring to resolve
such unresolved Arbitrable Dispute.21.3
    
    Submission of Dispute to Mediation. If the parties are unable to resolve the
Arbitrable Dispute within eighty-five (85) days after the date of the Dispute
Notice (as may be mutually extended), the parties shall thereafter immediately
submit the Arbitrable Dispute to mediation in accordance with the Commercial
Mediation Rules of the AAA and shall bear equally the costs of the mediation.
The parties will act in good faith to jointly appoint a mutually acceptable
mediator, seeking assistance in such regard from the AAA as necessary. The
parties agree to participate in good faith in the mediation and negotiations related
thereto for a period of thirty (30) days commencing with the selection of the
mediator and any extension of such period as mutually agreed to by the parties.21.4
    
    Arbitration. If the parties cannot agree to a mediator within ninety-five (95) days
of the Dispute Notice (as may be mutually extended) or if the Arbitrable Dispute
is not resolved within 30 days after the beginning of the mediation and any
extension of such periods as mutually agreed to by the parties, the Arbitrable
Dispute shall be submitted to, and finally determined by, binding arbitration in
accordance with the following provisions of this paragraph, regardless of the
amount in controversy or whether such Arbitrable Dispute would otherwise be
considered justiciable or ripe for resolution by a court or
arbitration.Any such arbitration shall be conducted by the AAA in accordance with its current
Commercial Arbitration Rules, including the optional rules for Expedited Procedures (E-1
through E-10) (the AAA Rules), except to the extent that: i) the AAA Rules conflict with
the provisions of this paragraph, in which event the provisions of this paragraph shall
control; or ii) the AAA Rules conflict with the Federal Rules of Evidence (and any rules
they incorporate, adopt or refer to) regarding privileges and exemptions, which rules will
apply.The arbitration shall be conducted by one neutral arbitrator who shall be appointed in
accordance with the AAA Rules (the Basic Qualifications).Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called
for by this paragraph, a substitute Arbitrator possessing the Basic
 22




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##### 



FINAL
December 21, 2000
 Qualifications shall be appointed by the AAA in accordance with the AAA Rules. If an
Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall
take place in accordance with the provisions of this paragraph and the AAA Rules.If SSG sends the Dispute Notice, the arbitration shall be conducted in New York, New York;
provided that the Arbitrator may from time to time convene, carry on hearings, inspect
property or documents and take evidence at any location that the Arbitrator deems
appropriate. If MacMark or Equilink sends the Dispute Notice, the arbitration shall be
conducted in Dallas, Texas; provided that the Arbitrator may from time to time convene,
carry on hearings, inspect property or documents and take evidence at any location that the
Arbitrator deems appropriate.Within thirty (30) days after the closing of the arbitration hearing, the Arbitrator shall
prepare and distribute to the parties a written award, setting forth the Arbitrators
findings of facts and conclusions of law relating to the Arbitrable Dispute, including the
reasons for the giving or denial of any requested remedy or relief. The Arbitrator shall
have the authority to award any remedy or relief that a court of competent jurisdiction
could order or grant; provided however, the Arbitrator shall not have authority to: i)
determine, declare or enter an award finding that the Agreement is terminated; ii) enter
any award that is inconsistent with a non-material breach of the Agreement; or iii) grant
or award indirect, consequential, punitive or exemplary damages of any kind.To the extent that the relief or remedy granted in an award rendered by the Arbitrator is
relief or a remedy on which a court could enter judgment, a judgment upon the award rendered
by the Arbitrator may be entered in any court having jurisdiction thereof. Otherwise, the
award shall be binding upon the parties in connection with their obligations under this
Agreement and in any subsequent arbitration or judicial proceedings between the parties.Notwithstanding the choice of law provision set forth in paragraph 28 of this Agreement,
The Federal Arbitration Act, 9 U.S.C. §§1 to 14, except as modified by this paragraph 21,
shall govern the enforcement of this paragraph 21.21.5
    
    Recourse to Courts and Other Remedies. Notwithstanding the dispute resolution
procedures contained in this paragraph, any party may apply to any court having
jurisdiction (a) to enforce this Agreement to arbitrate, (b) to preserve a superior
position with respect to other creditors (c) to enforce any final judgment or award
of the Arbitrator or (d) to challenge or vacate any final judgment, award or
decision of the Arbitrator that does not comport with the express provisions of
this paragraph.21.6
    
    Attorneys Fees And Costs. The prevailing party in the Arbitration shall be
entitled to recover reasonable attorneys fees, expert witness fees, arbitrator fees,
 23




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##### 



FINAL
December 21, 2000
 and other costs incurred in the Arbitration, in addition to any other relief to
which it may be entitled.
 22.
    
    Assignment. This Agreement shall be binding upon and shall inure to the benefit of
the
parties and their successors and assigns, to the extent successors and assigns are
permitted by this Agreement.23.
    
    No Implied Waivers. The failure of any party, at any time, to require performance by
the
other parties of any provision hereof shall not affect in any way the right to require such
performance at any time in the future, nor shall the waiver by either party of a breach of
any provision hereof be taken or held to be a waiver of such provision. A waiver by any
of the parties hereto of any breach of the Agreement shall not be construed to be a waiver
of any succeeding breach thereof.24.
    
    Notices. Except as otherwise specifically provided in paragraphs 8.2 (New Product
Approval) and 8.3 (Materials Approval), all notices required or permitted to be given by
this Agreement shall be in writing and shall be deemed given and received: a) when
personally delivered with proof of delivery, b) when received if transmitted by facsimile
with proof or delivery, or c) on the third business day after being mailed when mailed by
registered or certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by notice given to the
other parties pursuant to this provision):
 If to MacMark or Equilink:
    
    MacMark Corporation1450 Broadway, Suite 2001
New
York, New York 10018 
Attn: Chief
Executive Officerwith a copy to:
    
    St. Onge Steward Johnston & Reens, L.L.C.986 Bedford Road
 Stamford,
Connecticut 06905Attn: Arlana CohenIf to SSG:
    
    Sport Supply Group, Inc.1901 Diplomat Drive
 Farmers
Branch, Texas 75234Attn: General Counselwith a copy to:
    
    Hughes & Luce, L.L.P.1717 Main Street,
Suite 2800

Dallas, Texas 75201
 Attn: R.
Matthew Molash
 25.
    
    Representations, Warranties and Covenants of MacMark, Equilink and (for purposes of
paragraph 25.5) Riddell. Notwithstanding any investigation or due diligence by SSG,
MacMark and Equilink represent, warrant and covenant to SSG as follows:
 24




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##### 



FINAL
December 21, 2000
 
 25.1
    
    Organization and Authorization. MacMark and Equilink
are both corporations duly organized, validly existing and in good standing under the laws of the state
of Delaware, and are wholly owned subsidiaries of Riddell Sports, Inc. MacMark
and Equilink have corporate power to enter into and carry out their obligations
under this Agreement. This Agreement will be a valid and binding obligation of
MacMark and Equilink when executed by all parties.25.2
    
    Conflicts With Other Agreements. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereunder will
conflict with, violate or constitute a default under any agreement or instrument to
which MacMark or Equilink is a party, individually, or jointly, or by which
MacMarks or Equilinks rights, title and interest in the Trademarks may be
affected. To the extent MacMark has previously granted to Equilink any rights
inconsistent with this Agreement, MacMark and Equilink agree those
rights are
hereby revoked. Specifically, but without limitation, MacMark and Equilink
represent that where MacMark is given the right and obligation in this Agreement
to approve products and advertising, MacMark, and not Equilink, has the right
and power to give such approvals.25.3
    
    No Insolvency. Neither MacMark nor Equilink are insolvent and this Agreement
is not being entered into in contemplation of either companys insolvency nor are
such transactions being consummated with any intent to hinder, delay or defraud
any of their creditors.25.4
    
    Other. MacMark owns the entire right, title and interest in and to the MacMark
Trademarks and the MacMark Registrations listed on Exhibit A-l, free and clear
of all liens, claims or encumbrances of any kind, the MacMark Registrations
listed on Exhibit A-l are valid and subsisting, and Equilink has exclusive rights
to
license the MacMark Trademarks. MacMark is one of two members of
MacGregor Corporation, a Delaware nonstock corporation (MacGregor
Corporation), and MacMark has the right to appoint three (3) of the six (6)
members of the Board of Directors of MacGregor Corporation. MacGregor
Corporation owns the entire, right, title and interest in and to the MacGregor
Corporation Trademarks listed on Exhibit A-2, free and clear of all liens, claims
or encumbrances of any kind, the MacGregor Corporation Registrations listed on
Exhibit A-2 are valid and subsisting, and MacMark, as the successor to
MacGregor Sporting Goods, Inc. (MSG) under that certain License Agreement
between MacGregor Corporation and MSG dated June 8, 1984 (the MSG
Agreement) and otherwise, has the exclusive right to use, and to sublicense
others to use, the MacGregor Corporation Trademarks on all athletic products
other than golf clubs, golf balls, golf bags and other products used exclusively in
connection with the sport of golf. The License Agreement between Equilink (as
the successor to Netlink, Inc., a Texas corporation) and MacMark dated April 18,
1988 and amended July 30, 1992 and November, 1992 is a valid and subsisting
agreement between the parties to that agreement, and that agreement, the Other
License Agreements, the MSG Agreement, and this Agreement constitute all of
 25




---



##### 



FINAL
December 21, 2000
 the license agreements concerning the Trademarks to which MacMark or Equilink
is a party or under which MacMark or Equilink has rights or obligations with respect
to the Trademarks. SSGs use of the Trademarks in accordance with and for the
purposes set forth in this Agreement will not infringe the contractual or
proprietary rights of any third party or conflict with the Other License Agreements.
To MacMarks and Equilinks knowledge, there is no infringement of the Trademarks by
any third party. The Trademarks are all of the trademarks containing the MacGregor
name or any derivation thereof that MacMark or Equilink owns or has the right to
use.25.5
    
    Operations of MacMark and Equilink. Riddell Sports, Inc.
(Riddell), MacMark and Equilink represent, warrant and covenant to SSG that: i)
Riddell owns all of the stock of MacMark and Equilink free and clear of any liens,
claims or encumbrances; and ii) without SSGs written consent, which will not be
unreasonably withheld, neither MacMark nor Equilink will engage in any business
activity other than the ownership, maintenance and licensing of the Trademarks.
 26.
    
    Representations and Warranties of SSG. Notwithstanding any investigation or due
diligence by MacMark or Equilink, SSG represents and warrants to MacMark and
Equilink as follows:
 26.1
    
    Organization and Authorization. SSG is a corporation duly organized, validly
existing and in good standing under the laws of the state of Delaware. SSG has
the corporate power to enter into and carry out its obligations under this
Agreement. This Agreement will be a valid and binding obligation of SSG when
executed by all parties.26.2
    
    Conflicts With Other Agreements. Neither the execution nor delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
conflict with, violate or constitute a default under any agreement or instrument to
which SSG is a party.26.3
    
    Insolvency. SSG is not insolvent and this Agreement is not being entered into in
contemplation of its insolvency nor are such transactions being consummated
with any intent to hinder, delay or defraud any of its creditors.
 27.
    
    Entire Agreement; Amendment. This Agreement, including all Exhibits referred to in
the
Agreement, contains the entire understanding between the parties with respect to the
subject matter hereof and amends, restates and supersedes all prior and contemporaneous
written or oral negotiations and agreements between them regarding the subject matter
hereof except as otherwise expressly provided in paragraph 1 of this Agreement. Any
reliance by any party on any prior or contemporaneous written or oral negotiations or
statements would be unintended and unjustified. This Agreement may be amended only
by a writing signed by all of the parties hereto.
 26




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##### 



FINAL
December 21, 2000
 28.
    
    Governing Law and Jurisdiction. The parties hereby consent to
non-exclusive jurisdiction of any federal court of New York. This Agreement shall be governed
by and interpreted and enforced in accordance with the laws of the State of New York.29.
    
    Captions. The captions of the paragraphs and subsidiary paragraphs of this Agreement
are included for reference purposes only and are not intended to be a part of this Agreement
or in any way to define, limit or describe the scope or intent of the particular provision to
which they refer.30.
    
    Remedies. Except as otherwise provided in this Agreement, including without
limitation paragraphs 6 and 21, all remedies provided for in this Agreement shall be
cumulative and in addition to and not in lieu of any other remedies available to any party at
law, in equity or otherwise.31.
    
    Consent to Limited Assignment. Equilink and MacMark consent to SSGs limited
assignment by SSG to SSGs lender(s) of SSGs rights under this Agreement, so long as such
limited assignment is substantially in the form of the Limited Assignment attached as
Exhibit J.32.
    
    Severability. If any provision of this Agreement is declared or found to be
illegal, unenforceable or void, in whole or in part, then the parties will be relieved of all
obligations arising under such provision, but only to the extent it is illegal, unenforceable
or void. The intent and agreement of the parties is that this Agreement will be deemed amended
by modifying any such illegal, unenforceable or void provision to the extent necessary to make
it legal and enforceable while preserving its intent, or if such is not possible, by
substituting therefor another provision that is legal and enforceable and achieves the same
objectives. Notwithstanding the foregoing, the remainder of this Agreement will not be
affected by such declaration or finding and is capable of substantial performance, then each
provision not so affected will be enforced to the extent permitted by law.33.
    
    Attorneys Fees. If any legal proceeding (other than an arbitration under paragraph
21) is brought for the enforcement of this Agreement, or because of an alleged breach, default
or misrepresentation in connection with any provision of this Agreement or other dispute
concerning this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys fees and other costs incurred in that proceeding, in addition to any
other relief to which it may be entitled. In any arbitration under paragraph 21, the
provisions of that paragraph will govern the award of attorneys fees.34.
    
    Force Majeure. MacMark and Equilink understand and acknowledge that SSG may not be
liable for any loss, damage, detention, delay or failure to perform (including but not limited
to any failure to meet the Target Revenue provision of paragraph 6.5) or cure in whole or in
part resulting from causes beyond SSGs control, including, but not limited to, fires,
strikes, insurrections, riots, embargoes, shortages or delays in transportation, inability to
obtain supplies of raw materials, or requirements or regulations of the United States
government or any other governmental, civil or military authority. Furthermore, it is
understood that in no event shall SSG be liable for consequential damages. In the
 27




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##### 



FINAL
December 21, 2000
 event any party is unable to take any action within a specified time as required by this Agreement
(including but not limited to any failure to meet the Target Revenue provision of paragraph 6.5 or
to cure an alleged breach) as a result of causes beyond the partys control, including, but not
limited to, fires, strikes, insurrections, riots, embargoes, shortages or delays in
transportation, inability to obtain supplies of raw materials, or requirements or regulations of
the United States government or any other governmental, civil or military authority, then the time
for such party to take such action shall be extended by the length of time such conditions exist.35.
    
    Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
  MACMARK CORPORATIONBY:/s/PRINTED NAME:TITLE:EQUILINK LICENSING CORPORATIONBY:/s/PRINTED NAME:TITLE:SPORT SUPPLY GROUP, INC.BY:/s/PRINTED NAME:TITLE:
 28




---



##### 



FINAL
December 21, 2000
 RIDDELL SPORTS, INC. (AS TO PARAGRPAH 25.5 ONLY)BY:/s/PRINTED NAME:TITLE:
 29




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##### 



FINAL
December 21, 2000
 EXHIBIT A-1  THE MACMARK TRADEMARKS AND REGISTRATIONS
 UNITED SATES AND CERTAIN CANADIAN TRADEMARKS (The MacMark Trademarks)
 
 UNITED STATES REGISTRATIONS AND CERTAIN CANADIAN REGISTRATIONS (The MacMark Registrations):
 U.S. Reg. No.576,1021,331,0211,324,7421,349,3701,355,6041,337,9171,353,0441,362,1841,381,3151,282,5551,115,352
 Exhibit A-1  Page 1




---



##### 



FINAL
December 21, 2000
 Canadian Reg. No,(Serial No.)329,353324,022218,663172,158496,979
 Exhibit A-1  Page 2




---



##### 



FINAL
December 21, 2000
 EXHIBIT A-2  THE MACGREGOR CORPORATION TRADEMARKS AND
 REGISTRATIONS
 INTERNATIONAL TRADEMARKS (the MacGregor Corporation Trademarks)
 
 Exhibit A-2  Page 1




---



##### 



FINAL
December 21, 2000
 
 Exhibit A-2  Page 2




---



##### 



FINAL
December 21, 2000
 
 Exhibit A-2  Page 3




---



##### 



FINAL
December 21, 2000
 INTERNATIONAL REGISTRATIONS (the MacGregor Corporation Registrations)
 Argentina Reg. No.(Serial No.)1,637,499Australia Reg. No.(Serial No.)637,778Austria Reg. No.(Serial No.)67,374Benelux Reg. No.(Serial No.)44,167111,193Brazil Reg. No.(Serial No.)721,290814,659,543Canada Reg. No.(Serial No.)69/18124China Reg. No.(Serial No.)781,654998,053Columbia Reg. No.(Serial No.)76,908
 Exhibit A-2  Page 4




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##### 



FINAL
December 21, 2000
 Cuba Reg. No.(Serial No.)107,392Denmark Reg. No.(Serial No.)4,111/773,106/19711,634/784,111/1977European CommunityApp.No. 601,880Finland Reg. No.(Serial No.)203,722France Reg. No.(Serial No.)1,332,2401,480,604941,6001,063,409Germany Reg. No.(Serial No.)886,972Great Britain Reg. No.(Serial No.)1,063,034952,501
 Exhibit A-2  Page 5




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##### 



FINAL
December 21, 2000
 Hong Kong Reg. No.(Serial No.)B1412/1970
1120/82
815/98
816/98
921/1979Indonesia Reg. No.(Serial No.)271,854Iran Reg. No.(Serial No.)45,747Ireland Reg. No.(Serial No.)97/363097/3631Italy Reg. No.(Serial No.)327,963257,125588,755Japan Reg. No.(Serial No.)1,632,799416,879666,788(94534/81)2,005,6734,354,288MalaysiaApp. No. 93/09932
 Exhibit A-2  Page 6




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##### 



FINAL
December 21, 2000
 MexicoApplication No. 342,299Application No. 342,300New Zealand Reg. No.(Serial No.)B239,839212,466Norway Reg. No.(Serial No.)170,03885,546Philippines Reg. No.(Serial No.)899919444,065Portugal Reg. No.(Serial No.)190,983166,450Puerto Rico Reg. No.(Serial No.)19,467South Africa Reg. No.(Serial No.)B69/4892
 Exhibit A-2  Page 7




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##### 



FINAL
December 21, 2000
 South Korea Reg. No.(Serial No.)161,560106,204(17659/1983)(17661/1983)(3533/1984)(6505/84)(6507/84)105,5766506/84Spain Reg. No.(Serial No.)1,119,069Sweden Reg. No.(Serial No.)164,840164,198Switzerland Reg. No.(Serial No.)275,908309,800379,294 (formerly 248,076)309,732Taiwan Reg. No.(Serial No.)240,581200,068211,831215,076225,581118,818Thailand Reg. No.(Serial No.)TM102763136,958United Kingdom Reg. No.(Serial No.)1,063,034952,501Venezuela Reg. No.(Serial No.)39,716
122.541-F
95,198
 Exhibit A-2  Page 8




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##### 



FINAL
December 21, 2000
 EXHIBIT B-l
 PRODUCTS
  BASEBALL/SOFTBALL
 
 BASKETBALL
 
 EXERCISE




---



##### 



FINAL
December 21, 2000
 
 FOOTBALL
 
 ICE HOCKEY AND STREET HOCKEY
 
 LAWN AND GARDEN GAMES




---



##### 



FINAL
December 21, 2000
  SOCCER
 
 TENNIS
 
 VOLLEYBALL




---



##### 



FINAL
December 21, 2000
 MISCELLANEOUS




---



##### 



FINAL
December 21, 2000
 EXHIBIT B-2
 OTHERWISE LICENSED PRODUCTS




---



##### 



FINAL
December 21, 2000
 EXHIBIT C
 EXCLUDED CUSTOMERS




---



##### 



FINAL
December 21, 2000
 EXHIBIT D
 PROCEDURES FOR OTHERWISE LICENSED PRODUCTS




---



##### 



FINAL
December 21, 2000
 EXHIBIT E -NEW PRODUCT APPROVAL FORM
 Date Request Made:
 Date Request Received by Equilink:
 Contact Person at SSG:
 Product Description:
 
 
 
 Freight Rating:
 Country of Manufacture:
 Attachments Sent To Bill Sherman (check all that apply):
 
 
 Attachments Sent To Cohen:
 
 Approval by Equilink (check all that apply):




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##### 



FINAL
December 21, 2000
 EXHIBIT F
 SAMPLES OF APPROVED BUSINESS CARDS, STATIONERY, ETC.




---



##### 



FINAL
December 21, 2000
 EXHIBIT G  APPROVED CATALOGS AND WEB SITES
 Web sites:
 
 Catalogs:
 
  1




---



##### 



FINAL
December 21, 2000
 EXHIBIT H  NEW ADVERTISING AND PROMOTIONAL APPROVAL FORM
 Date Request Made:
 Date Request Received by Equilink:
 Contact Person at SSG:
 Material For Which Approval Sought (describe and/or attach copy):
 
 
 
 Attachments Sent To Cohen:
 
 Approval by Equilink (check all that apply):




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##### 



FINAL
December 21, 2000
 EXHIBIT I
 TRADEMARKS SSG OR AFFILIATES HOLD OR ON WHICH THEY HAVE APPLIED FOR A REGISTRATION AS OF THE
EFFECTIVE DATE OF THE AGREEMENT
 Sport Supply Group, Inc.
Updated: August 22, 2000
 TRADEMARK
    
    APPL/REG. NO.ALUMAGOAL
    
    
    1,262,511BEAM LINKS LOGO
    
    
    1,708,416BRUTE FORCE
    
    
    1,949,588BSN
    
    
    1,198,106BSN
    
    SN# 76/015,737BULLDOG
    
    
    1,880,726CARRY GOAL
    
    
    1,845,757CATA-POLE
    
    
    1,127,054COLOR MY CLASS
    
    
    1,845,758CURVEMASTER AND DESIGN
    
    
    972,790EARTHBALL
    
    
    1,084,113ESPORTSONLINE.COM LOGO
    
    SN# 75/732,811EZ SET
    
    
    2,217,618FIT N FUN FANATIC
    
    
    1,883,895FLAG-A-TAG
    
    
    738,205GAMECRAFT
    
    
    1,965,771GSC
    
    SN# 75/902,598JUNGLE BUG
    
    SN# 75/626,714LADY CATA-POLE
    
    
    1,908,660LEARNING THROUGH MOVEMENT
    
    SN# 75/922,830MASTER
    
    
    1,841,930MULTIFIT SYSTEM
    
    
    2,052,751NE CAMP & DESIGN
    
    
    2,287,351NEW ENGLAND CAMP AND RECREATION
    
    
    1,998,854NORTH AMERICAN RECREATION
    
    
    1,277,448PASSONS SPORTS
    
    SN# 75/901,524PILLO POLO
    
    
    1,223,595PLAY WORKS
    
    SN# 75/625,171PORT-A-COURT
    
    
    1,844,560PORT-A-JUST
    
    
    1,844,562PORT-A-PIT
    
    
    800,268PRO-DOWN
    
    
    1,909,693PROBASE
    
    
    1,410,733QUICK-FENCE
    
    
    1,847,722ROL-DRI
    
    
    1,030,600ROLL-N-FOLD
    
    
    2,299,816




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##### 



FINAL
December 21, 2000
 TRADEMARK
    
    APPL/REG. NO.ROTA-CUFF
    
    
    1,844,561S.D.E. CO. (Stylized)
    
    
    1,216,564SAFE SQUAT
    
    
    1,887,277SPORT SUPPLY GROUP, INC.
    
    SN# 75/701,100SSG
    
    SN# 75/701,376SSG
    
    SN# 75/732,812THE ATHLETIC CONNECTION
    
    
    1,870,846THE HEART ADVENTURE
    
    
    2,002,107TIDI-COURT
    
    
    1,055,596TOPPLEBALL
    
    
    1,223,594TRITON
    
    
    1,209,873U.S. GAMES INC.
    
    
    1,246,494ULTIMAT
    
    
    1,934,630VOLLEY TRAINER
    
    
    1,739,140WAFFLE
    
    
    1,906,667
 Sport Supply Group, Inc./ATEC U.S. Trademarks
Updated: August 22, 2000
 TRADEMARK
    
    APPL/REG. NO.ATEC
    
    
    1,902,873ATEC
    
    SN# 75/426,278ATEC LOGO
    
    
    1,899,058AXIS
    
    SN# 76/096,411CASEY ATEC AND DESIGN
    
    
    1,148,071HITTING STREAK
    
    
    2,271,727PONZA ROOKIE
    
    
    1,494,366POWER HUMMER
    
    SN# 75/425,494ROOKIE
    
    SN# 75/426,277SFT
    
    
    2,278,919TUFFY
    
    
    1,117,781TUFFY SFT
    
    
    2,224,290
 Sport Supply Group, Inc./ATEC Chinese Trademarks
Updated: August 22, 2000
 TRADEMARK
    
    APPL/REG. NO.ATEC AND DESIGN
    
    SN# 9800061343HITTING STREAK
    
    
    1338154
 NAMES UNDER WHICH SSG DOES BUSINESS OF EFFECTIVE DATE OF AGREEMENT




---



##### 



DRAFT No. 8
December 20, 2000
For Purposes of Settlement Only
Pursuant to Rule 408




---



##### 



DRAFT No. 8
December 20, 2000
For Purposes of Settlement Only
Pursuant to Rule 408




---



##### 



FINAL
December 21, 2000
 MARKS LICENSED TO SSG BY ANOTHER PARTY AS OF EFFECTIVE DATE OF AGREEMENT




---



##### 



FINAL
December 21, 2000
 Miracle Hice (gloves)
    
    E27L
    
    I-EDANOfficial
    
    E27R
    
    I-EDOAOFFICIAL
    
    G255
    
    I-EDOMOfficial and design
    
    G258
    
    I-EICOfficial League
    
    G260
    
    I-EICFOfficial 97 League and
    
    G266
    
    I-EICF-2design
    
    G267
    
    I-EICF-3Radilace (gloves)
    
    G273
    
    I-EICHSuperhide (gloves)
    
    G274
    
    I-EICH-2Super Skin (gloves)
    
    G275
    
    I -EXEWingback (gloves)
    
    G276
    
    LLHDYNA-FLIGHT
    
    G277
    
    LLHSX7L
    
    G279
    
    PBHX2L
    
    G280
    
    PBHEMXG
    
    G280N
    
    PBHESMXY
    
    G282
    
    PBHSMXJ
    
    G285
    
    S5BX6000
    
    G294
    
    VISX280
    
    G295
    
    VIS-PX3500
    
    G296X500
    
    G297X11LW
    
    G351X1OLW
    
    G35AX11L
    
    G25BX9L
    
    G27B77C
    
    G27L100-12
    
    GM3100CR
    
    GM3B10ODC
    
    GP75100SP
    
    GP8097
    
    GRP497 and design
    
    GRP6B33
    
    GRP7B65
    
    GBPNB72C
    
    GBYNB73C
    
    GLCKBB74C
    
    GLLB75C
    
    GLSMB76C
    
    GMKB76V
    
    GMRB79C
    
    GSLLBLB
    
    H140BPV
    
    H2139BP7
    
    HBCE225
    
    HMLE285
    
    HCH




---



##### 



FINAL
December 21, 2000
 EXHIBIT
J APPROVED FORM OF LIMITED ASSIGNMENT




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##### 



FIRST AMENDMENT TO RESTATED LICENSE AGREEMENT
 THIS FIRST AMENDMENT TO RESTATED LICENSE AGREEMENT
 WITNESSETH:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Definitions. For the purposes of this Agreement, the capitalized terms not
otherwise defined in this Agreement shall have the same definitions as set forth in the
Restated License Agreement. The singular includes the plural and vice versa as indicated by
the context. Any term defined elsewhere in this Agreement shall have the meaning set forth in
that definition wherever the term is used in this Agreement.
 2.
    
    Prior Agreements. This Agreement amends solely the below-identified and revised
paragraphs of the Restated License Agreement by and among SSG, MacMark and Equilink, but does
not otherwise affect the unrevised paragraphs of the Restated License Agreement or the 1992
Master Agreement as it pertains to any other parties to that agreement.
 3.
    
    Revision to Grant of License. Paragraph 3 of the Restated License Agreement entitled
Grant of License is amended and restated in its entirety as follows:
 Grant of License.




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##### 



Final 6/17/05
  3.1
    
    Exclusive License/Exclusive Customers/Domestic. The exclusive (including as to
MacMark and Equilink) right and license to promote, advertise, merchandise, offer for sale,
sell, and distribute all MacGregor-branded Products, through all Channels of Trade other than
a Brick and Mortar Retail Store, to Exclusive Customers located in the Domestic
Territory. MacMark and Equilink acknowledge that the right and license granted
herein, includes, but is not limited to, the right for Exclusive Customers, who have purchased
or agreed to purchase MacGregor-branded Products from SSG, to resell and distribute MacGregor-branded Products through all Channels of Trade (including, but not limited to, through
E-Commerce and Brick and Mortar Retail Stores) and to any person or entity.3.2
    
    Exclusive License/Individual Customers and On-Line Sellers/Domestic. The exclusive
(including as to MacMark and Equilink) right and license to promote, advertise, merchandise,
offer for sale, sell, and distribute all MacGregor-branded Products, except the Otherwise
Licensed Products, through all Channels of Trade other than a Brick and Mortar Retail Store,
to Individual Customers and On-Line Sellers located in the Domestic Territory. MacMark and
Equilink acknowledge that the right and license granted herein includes, but is not limited
to, the right for On-Line Sellers, who have purchased or agreed to purchase MacGregor-branded
Products from SSG, to resell and distribute MacGregor-branded Products, except the
Otherwise Licensed Products, to any person or entity through
E-Commerce.3.3
    
    Non-Exclusive License/All Customers/International. Subject to the requirements of
the next sentence of this paragraph 3.3, the non-exclusive right and license to promote,
advertise, merchandise, offer for sale, sell and distribute all MacGregor-branded Products,
through all Channels of Trade, to any person or entity of any type located in the
International Territory. This right and license is limited to promoting, advertising,
merchandising, and offering for sale MacGregor-branded Products through English language
catalogs, mailers, advertising and promotions; salespeople; and E-Commerce (including, but not
limited to, the nonexclusive right and license to accept orders from customers who receive
English language catalogs, mailers, advertising and promotions in the International Territory
or who place orders through E-Commerce from the International Territory) and to fulfilling
such orders by shipping MacGregor-branded Products to such customers located in the
International Territory. Notwithstanding the foregoing, this right and license does not
include the right of salespersons to make in-person sales visits to the premises of Brick and
Mortar Retailers located in the International Territory that sell exclusively to Individual
Customers for the purpose of selling MacGregor-branded Products. SSG recognizes that the
rights granted under this paragraph 3.3 are nonexclusive and that MacMark may license others
to sell MacGregor-branded products to customers located in the International Territory,
subject to SSGs rights under paragraphs 9, 10 and 11 of this Agreement.
 2




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##### 



Final 6/17/05
 3.4
    
    Non-Exclusive License/Individual Customers/Domestic and International. The
non-exclusive right and license to promote, advertise, merchandise, offer for sale, sell, and
distribute all Otherwise Licensed Products, including individual units of Otherwise Licensed
Products, through E-Commerce via web sites owned or operated by or on behalf of SSG, and
through telephone and mail sales, to Individual Customers located in the Domestic Territory or
the International Territory.3.5
    
    Non-Exclusive License/On-Line Sellers/Domestic. The non-exclusive right and license
to promote, advertise, merchandise, offer for sale, sell, and distribute all Otherwise
Licensed Products, including individual units of Otherwise Licensed Products, through all
Channels of Trade other than a Brick and Mortar Retail Store, to On-Line Sellers located in
the Domestic Territory, that will resell and distribute Otherwise Licensed Products through:
i) E-Commerce via web sites owned or operated by the On-Line Sellers; ii) or via web sites the
On-Line Sellers operate for others, excluding only web sites operated for Brick and Mortar
Retail Stores that are generally accepted as close-out or outlet stores. MacMark and
Equilink acknowledge that the right and license granted herein includes, but is not limited
to, the right for On-Line Sellers, who have purchased or agreed to purchase Otherwise
Licensed Products from SSG, to resell and distribute Otherwise Licensed Products, to any
person or entity through E-Commerce via the web sites authorized in this paragraph 3.5.3.6
    
    Non-Exclusive License/Excluded Customers Web Sites/Domestic and
International. The non-exclusive right and license to promote, advertise,
merchandise, offer for sale, sell, and distribute all MacGregor-branded Products, through
E-Commerce via web sites owned or operated by or on behalf of Excluded Customers in the
Domestic Territory or the International Territory, provided, however, SSG will be required to
fill orders under this paragraph 3.6 by drop shipments directly to the Excluded Customers web
site purchasers except as otherwise provided in this paragraph. Except as otherwise
provided in this paragraph, SSG agrees that it shall not fill orders under this paragraph 3.6
by shipment to a distribution center or provider used to stock or fulfill orders in Excluded
Customers Brick and Mortar Retail Stores. If an Excluded Customer uses a distribution
center or provider to exclusively stock or fill orders made via a web site owned or operated
by or on behalf of the Excluded Customer (collectively, a Qualifying Distribution
Center), SSG, with the prior authorization of MacMark and Equilink, may make
shipments of MacGregor-branded Products to the Qualifying Distribution Center for the
Excluded Customer to use to fill orders made via a web site owned or operated by or on behalf
of the Excluded Customer. To obtain the authorization of MacMark and Equilink to ship
MacGregor-branded Products to a Qualifying Distribution Center (the Requested
Authorization), SSG shall provide MacMark and Equilink with written notice of: (i) the
identity of the Excluded Customer; and, as applicable, (ii) either the identity and location
of the provider or the location of the distribution center. Unless MacMark and Equilink
provide written notice to SSG that they reject the Requested Authorization within ten (10)
days of their receipt
 3




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##### 



Final 6/17/05
  3.7
    
    Non-Exclusive License to Display and Advertise. The non-exclusive right and license
for SSG, customers of SSG who have or may purchase MacGregor-branded Products from SSG, and
others authorized by SSG to display and otherwise promote, advertise, merchandise, and offer
for sale all MacGregor-branded Products, through all Channels of Trade, anywhere in the
Domestic Territory or the International Territory, to any person or entity of any type,
including but not limited to Exclusive Customers, Individual Customers, On-Line Sellers,
Excluded Customers, and the general public.3.8
    
    Non-Exclusive License to Manufacture, Source, Import and
Export. The non-exclusive
right and license to use, or to authorize others to use, the Trademarks anywhere in the world
in connection with manufacturing, sourcing, importing and exporting of the Products anywhere
in the world.3.9
    
    Domain Names. The exclusive right and license to promote, advertise,
merchandise, offer for sale, sell, and distribute all MacGregor-branded Products using the
domain names macteamsports.com, MacGregorTeamSports.com, and MacGregorSports.com in all cases
and combination of cases and using all top level domains and suffixes
(e.g., .sports, .earth, .USA, .biz, .info, .pro, .coop, .name, etc.) that are now available or may become available in
the future (the Domain Names). SSG shall also have the exclusive right to register,
administer and use, in the Domestic Territory and the International Territory, the Domain
Names; provided, however, that the Domain Names shall be the property of MacMark. SSG will
register MacMark as the owner of the Domain Names used by SSG. SSGs use of the Domain Names
during the term of the Agreement will inure to the benefit of MacMark, and, in the event this
Agreement is terminated, SSG will transfer the administration of the Domain Names to MacMark.3.10
    
    Excluded Rights. Except as expressly provided in paragraphs 3.1 through 3.9, SSG
shall have no right to sell or distribute MacGregor-branded Products to Excluded Customers in
the Domestic Territory or to sublicense others to sell or distribute MacGregor-branded
Products to Excluded Customers in the Domestic Territory. The rights granted to SSG herein
also specifically exclude, without the prior written consent of MacMark or Equilink, the
following: (a) the ability to own a Brick and Mortar Retailer using any of the Trademarks as
part of the name of the store, and (b) the ability to use any of the Trademarks as part of
SSGs corporate name. Neither SSGs use of the phrases MacGregor Team Sports Licensee.
MacGregor Team Sports, MacGregor Sports nor SSGs use of the
 4




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##### 



Final 6/17/05
 Domain Names, including such use on catalogs, advertisements, the Internet, web
pages, business cards, letterhead, facsimile cover sheets, stationery, phone
messages and telephone usage, shall be deemed to conflict with this paragraph 3.10.3.11
    
    Procedure For Otherwise Licensed Products. SSG will implement
reasonable procedures to ensure that Otherwise Licensed Products are not sold by SSG to
Individual Customers in the Domestic Territory except in accordance with paragraphs 3.1
through 3.9 above. MacMark and Equilink acknowledge that SSGs procedures will be
sufficient if they are substantially similar to the procedures outlined in Exhibit
D .3.12
    
    Premiums. SSG shall have the right to distribute MacGregor-branded
Products to all or any customers without charge as promotional premiums in connection
with purchases by those customers of other products from SSG, so long as the value of
such premiums (based on the lowest sales price of the MacGregor-branded Product) does
not exceed 10% of SSGs annual gross sales of MacGregor-branded Products in any single
Royalty Year. In the event the value of such premiums (based on the lowest sales
price of the MacGregor-branded Product) does exceed 10% of SSGs annual gross sales of
MacGregor-branded Products in any single Royalty Year, SSG will include the value of
the premiums (based on the lowest sales price of the MacGregor-branded Product and
excluding Outbound Freight, taxes, returns and sales credits) over the 10% limit as a
sale for purpose of calculating the Annual Royalty due under paragraph 4.1 for that
Royalty Year. Notwithstanding the foregoing, this paragraph 3.12 shall not apply to the
distribution of MacGregor-branded Products as samples and not as premiums.3.13
    
    Customer Classification. In the event a customer or a potential
customer could fall within more than one customer classification, then the parties
agree that the customer will be considered in the customer classification that provides
SSG with the greatest rights to promote, advertise, merchandise, offer for sale, sell
and distribute MacGregor-branded Products to that customer, provided
that SSG complies
with the provisions of paragraphs 3.1 through 3.6.
 4.
    
    Revision to Royalty and Royalty Reports. Paragraph 4 of the Restated License
Agreement entitled Royalty and Royalty Reports is amended and restated in its entirety as
follows:
 Royalty and Royalty Reports.
 Annual Royalties.
 5




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##### 



Final 6/17/05
  Royalties on Sales through Excluded Customers Web Sites Pursuant to Paragraph
3.6.
 Royalty Reports.
 6




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##### 



Final 6/17/05
  5.
    
    Revision to Right of First Refusal as to Regent Products and Classes of Customers and
Nonexclusive Right To Sell Regent Products To Individuals and On-Line Sellers. Paragraphs
10.1 and 10.2 of the Restated License Agreement entitled Right of First Refusal and
Nonexclusive Right To Sell Regent Products To Individuals and On-Line Sellers are amended
and restated in their entirety as follows:
 10.1
    
    Right of First Refusal. Equilink and MacMark grant to SSG the right of
first refusal to all rights Regent Sports has or obtains under and in connection with
the Regent Agreement, including all products licensed to Regent Sports, all classes of
customers to whom Regent Sports is authorized to advertise and sell products and all
Channels of Trade in which Regent Sports is authorized to advertise and sell products
(the Regent Rights), in the event that the Regent Agreement is terminated, expires,
or otherwise is no longer effective. To exercise this right of first refusal, SSG must
match either (a) the best bona fide, third party offer Equilink or MacMark receives for
the Regent Rights within ninety (90) days after the termination of the Regent Agreement
(including any offer by Regent during that time period); or (b) if there is no such
bona fide, third party offer, the original terms of the Regent Agreement. In the event
SSG and MacMark, in connection with SSGs exercise of this right of first refusal,
agree to extend or expand the terms of the rights SSG acquires pursuant to this right
of first refusal (for example, the length of the new agreement covering such rights),
then such extended or expanded terms shall be subject to the mutual agreement of the
parties. In the event SSG does not elect to exercise its right of first refusal, then
Equilink and MacMark may enter into an agreement on the same terms offered to SSG (the
Offered Agreement), provided however: i) the Offered Agreement will not conflict with
this Agreement, including the rights granted to SSG in this paragraph 10; and ii) if
Equilink and MacMark do not enter into the Offered Agreement within ninety (90) days of
SSG notifying Equilink and MacMark that SSG is not exercising its right of first
refusal, then SSGs right of first refusal will be revived and the provisions of this
paragraph 10.1 will continue to apply to any offer for all or part of the Regent
Rights.
 7




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##### 



Final 6/17/05
  10.2
    
    Nonexclusive Right To Sell Regent Products To Individuals and On-Line
Sellers.In the event that the Regent Agreement is terminated, expires, or
otherwise is no longer effective andSSG does not exercise its right of first refusal
for all of the rights granted to Regent Sports as set forth in paragraph 10.1 above,
then Equilink and MacMark grant to SSG the nonexclusive right and license to promote,
advertise, merchandise, offer for sale, sell and distribute the Otherwise Licensed
Products (and all other products licensed to Regent Sports under the Regent Agreement)
to Individual Customers and On-Line Sellers in the Domestic Territory, pursuant to the
terms of this Agreement, with SSG paying royalties as set forth in paragraph 4 herein.
In the event that SSG elects not to exercise its right of first refusal under paragraph
10.1 above, then Equilink and MacMark shall not: a) sell or offer to sell, or b)
license any rights to offer for sale or sell, the Otherwise Licensed Products (or any
other products licensed to Regent Sports under the Regent Agreement) via E-Commerce
although SSG recognizes that a Brick and Mortar Retailer who purchases the Otherwise
Licensed Products from a licensee will have the ability to resell the Otherwise
Licensed Products on the Brick and Mortar Retailers own web site. Stated otherwise,
neither Equilink nor MacMark will license to a third-party the right to sell the
Otherwise Licensed Products (or any other products licensed to Regent Sports under the
Regent Agreement) via E-Commerce, provided, however, SSG recognizes that a Brick and
Mortar Retailer who purchases the Otherwise Licensed Products from a licensee will have
the ability to resell the Otherwise Licensed Products on the Brick and Mortar
Retailers own web site.This paragraph 10.2 shall not apply in connection with SSGs waiver of its right of
first refusal under paragraph 10.1 as amended herein, in connection with the 2005
Regent Term Sheet.
 6.
    
    Revision to Exhibit C. Exhibit C to the Restated License Agreement is revised as
hereto attached.
 7.
    
    Revision to Exhibit D. Exhibit D to the Restated License Agreement is revised as
hereto attached.
 8




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##### 



Final 6/17/05
 8.
    
    Revisions to Paragraph Number References in
Paragraphs 6 and 8. The following paragraphs
contain paragraph number references that are changed due to the revisions referenced in the
Agreement:
    9.
    
    Entire Agreement; Amendment. This Agreement, including all Exhibits referred to in the
Agreement, together with the unrevised terms of the Restated License Agreement (including all
unrevised Exhibits referred to in the Restated License Agreement), contains the entire
understanding by and among the parties with respect to the subject matter hereof and amends,
restates and supersedes all prior and contemporaneous written or oral negotiations and agreements
by and among them regarding the subject matter hereof except as otherwise expressly provided in
paragraph 2 of this Agreement. Any reliance by any party on any prior or contemporaneous written or
oral negotiations or statements would be unintended and unjustified. This Agreement may be amended
only by a writing signed by all of the parties hereto.
 10.
    
    Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
  
 /s/
 
 
 
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 9