Common use of SELLING PRACTICES Clause in Contracts

SELLING PRACTICES. LICENSEE acknowledges NBAP's legitimate and reasonable interest in protecting the value of the NBA Marks and maximizing the effectiveness of its advertising, promotion and distribution efforts by segmenting the classes of trade into which its licensees sell NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed Products to a buyer that, to its best knowledge, (i) purchases Licensed Products from LICENSEE solely for sale directly to the consumer and operates a retail establishment that supports the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service, or (ii) sells to retailers that support the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service. LICENSEE acknowledges that a failure to comply with the selling practices set forth in this Paragraph shall cause significant harm to NBAP's efforts to effectively and efficiently distribute NBAP-licensed products. AGREED TO AND ACCEPTED, subject AGREED TO AND ACCEPTED: to and incorporating the attached NBAP Standard Terms and Conditions which the undersigned has read: SPALDING SPORTS WORLDWIDE, a NBA PROPERTIES, INC. division of Spalding & Evenflo Companies, Inc. BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President/Spalding & Evenflo Companies, Inc. Senior Vice President, Business Affairs Dated: 2/3/97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President/SPALDING Sports Worldwide Division By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇ ▇▇▇▇▇▇ Managing Director U.S. Sporting Goods Group NBAP STANDARD TERMS AND CONDITIONS

SELLING PRACTICES. LICENSEE acknowledges NBAP's legitimate and reasonable interest in protecting the value of the NBA Marks and maximizing the effectiveness of its advertising, promotion and distribution efforts by segmenting the classes of trade into which its licensees sell NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed Products to a buyer that, to its best knowledge, knowledge (i) purchases Licensed Products from LICENSEE solely for sale directly to the consumer and operates a retail establishment that supports the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service, or (ii) sells to retailers that support the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service. LICENSEE acknowledges that a failure to comply with the selling practices set forth in this Paragraph shall cause significant harm to NBAP's efforts to effectively and efficiently distribute NBAP-licensed products. AGREED TO AND ACCEPTED, subject AGREED TO AND ACCEPTED: to and incorporating the attached NBAP NBA PROPERTIES, INC. Standard Terms and Conditions which the undersigned has read: SPALDING SPORTS WORLDWIDE, a NBA PROPERTIESINNOVO, INC. division of Spalding & Evenflo Companies, Inc. BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ :_____________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President/Spalding & Evenflo Companies, Inc. Senior Vice President, Business Affairs By:________________________ Title:_____________________ Dated: 2/3/97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President/SPALDING Sports Worldwide Division By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇ ▇▇▇▇▇▇ Managing Director U.S. Sporting Goods Group :__________________ NBAP STANDARD TERMS AND CONDITIONS 1. ADDITIONAL DEFINITIONS For the purposes of this Agreement (a) "Contract Year" shall mean a twelve (12)month accounting period commencing August 1 and concluding July 31. (b) "Counterfeit Goods: shall mean and include: (i) goods that bear any NBA ▇▇▇▇ that has been reproduced and/or affixed without authorization from NBAp; (ii) goods that bear any NBA ▇▇▇▇ produced by any source in excess of an amount ordered by an NBAP licensee; and (iii) goods that bear any NBA ▇▇▇▇ that have been rejected by NBAP or an NBAp licensee and nevertheless enter the stream of commerce. (c) "Diverted Goods" shall mean and include any goods produced by someone acting on behalf of an NBAP licensee, which goods are not delivered by the producer to such licensee or to a person designated by such licensee to receive such goods. (d) "Net Sales" shall mean the total amount of the gross sales of a Licensed Product by LICENSEE. After deducting any bona-fide credit or adjustment for returns actually made and volume discounts actually and customarily given to the trade (such discounts may not exceed two percent (2%) of the gross sales for the applicable accounting period). In computing Net Sales, no direct or indirect expenses or costs incurred in connection with paying royalties due under this Agreement (including transferring funds or royalties or converting currency into U.S. dollars) or manufacturing, selling, distributing, importing or advertising including cooperative and other advertising and promotion allowances (the Licensed Products shall be deducted, nor shall any deduction be made for uncollectible accounts, cash discounts, early payment discounts, discounts relating to advertising, ▇▇▇▇-down allowances or other allowances. Net sales resulting from sales to any party directly or indirectly related to or affiliated with LICENSEE (a "Related Transaction") computed based on regular selling prices to the trade. If such related party or affiliate is a reseller to the trade of the Licensed Products, the sales price for purposes of determining Net Sales of a Related Transaction shall be the higher of the sales price to the related or affiliated party or the sales price charged to the trade by such related or affiliated party. If a purchaser from LICENSEE purchases FOB the manufacturing source or participates in other arrangements which result in such purchaser paying less for the Licensed Products than LICENSEE's regular selling prices to the trade, Net Sales with respect to any such transaction shall be computed based on the regular selling prices to the trade. (e) "Premium" shall mean anything given free or sold at substantially less than its usual selling price (but does not include sales made pursuant to periodic price reductions resulting from"specials," "sales," or volume pricing discounts) for the purpose of increasing the sale of, or publicizing, any product or service, or other giveaway or promotional purpose. Other giveaway or promotional purposes include, but are not limited to, self-liquidating offers, uses of Licensed Products as sales force or trade incentives and sales of Licensed Products through distribution schemes involving earned discounts or "bonus" points based on the consumer's use of the offeror's product or service.

SELLING PRACTICES. LICENSEE acknowledges NBAP's legitimate and reasonable interest in protecting the value of the NBA Marks and maximizing the effectiveness of its advertising, promotion and distribution efforts by segmenting the classes of trade into which its licensees sell NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed Products to a buyer that, to its best knowledge, knowledge (i) purchases Licensed Products from LICENSEE solely for sale directly to the consumer and operates a retail establishment that supports the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service, or (ii) sells to retailers that support the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service. LICENSEE acknowledges that a failure to comply with the selling practices set forth in this Paragraph shall cause significant harm to NBAP's efforts to effectively and efficiently distribute NBAP-licensed products. AGREED TO AND ACCEPTED, subject AGREED TO AND ACCEPTED: to and incorporating the attached NBAP NBA PROPERTIES, INC. Standard Terms and Conditions which the undersigned has read: SPALDING SPORTS WORLDWIDE, a NBA PROPERTIESINNOVO, INC. division of Spalding & Evenflo Companies, Inc. BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ :_____________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President/Spalding & Evenflo Companies, Inc. Senior Vice President, Business Affairs By:________________________ Title:_____________________ Dated: 2/3/97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President/SPALDING Sports Worldwide Division By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇ ▇▇▇▇▇▇ Managing Director U.S. Sporting Goods Group :__________________ NBAP STANDARD TERMS AND CONDITIONS 1. ADDITIONAL DEFINITIONS For the purposes of this Agreement (a) "Contract Year" shall mean a twelve (12) month accounting period commencing August 1 and concluding July 31. (b) "Counterfeit Goods: shall mean and include: (i) goods that bear any NBA ▇▇▇▇ that has been reproduced and/or affixed without authorization from NBAP; (ii) goods that bear any NBA ▇▇▇▇ produced by any source in excess of an amount ordered by an NBAP licensee; and (iii) goods that bear any NBA ▇▇▇▇ that have been rejected by NBAP or an NBAP licensee and nevertheless enter the stream of commerce. (c) "Diverted Goods" shall mean and include any goods produced by someone acting on behalf of an NBAP licensee, which goods are not delivered by the producer to such licensee or to a person designated by such licensee to receive such goods. (d) "Net Sales" shall mean the total amount of the gross sales of a Licensed Product by LICENSEE. After deducting any bona-fide credit or adjustment for returns actually made and volume discounts actually and customarily given to the trade (such discounts may not exceed two percent (2%) of the gross sales for the applicable accounting period). In computing Net Sales, no direct or indirect expenses or costs incurred in connection with paying royalties due under this Agreement (including transferring funds for royalties or converting currency into U.S. dollars) or manufacturing, selling, distributing, importing or advertising including cooperative and other advertising and promotion allowances( the Licensed Products shall be deducted, nor shall any deduction be made for uncollectible accounts, cash discounts, early payment discounts, discounts relating to advertising, ▇▇▇▇-down allowances or other allowances. Net sales resulting from sales to any party directly or indirectly related to or affiliated with LICENSEE (a "Related Transaction") shall be the higher of the sales price to the related or affiliated party or the sales price charged to the trade by such related or affiliated party. If a purchaser from LICENSEE purchases FOB the manufacturing source or participates in other arrangements which result in such purchaser paying less for the Licensed Products than LICENSEE's regular selling prices to the trade, Net Sales with respect to any such transaction shall be computed based on the regular selling prices to the trade. (e) "Parallel Goods" shall mean and include Licensed Products transferred outside of the Territory or brought into the Territory in violation of this Agreement. (f) "Premium" shall mean anything given free or sold at substantially less than its usual selling price (but does not include sales made pursuant to periodic price reductions resulting from"specials," "sales," or volume pricing discounts) for the purpose of increasing the sale of, or publicizing, any product or service, or other giveaway or promotional purpose. Other giveaway or promotional purposes include, but are not limited to, self-liquidating offers, uses of Licensed Products as sales force or trade incentives and sales of Licensed Products through distribution schemes involving earned discounts or "bonus" points based on the consumer's use of the offeror's product or service.

SELLING PRACTICES. LICENSEE acknowledges NBAP's legitimate and reasonable interest in protecting the value of the NBA Marks and maximizing the effectiveness of its advertising, promotion and distribution efforts by segmenting the classes of trade into which its licensees sell NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed Products to a buyer that, that to its best knowledge, (i) purchases Licensed Products from LICENSEE solely for sale directly to the consumer and operates a retail establishment that supports the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service, or (ii) sells distributes to retailers that support the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service. LICENSEE acknowledges that a failure to comply with the selling practices set forth in this Paragraph shall cause significant harm to NBAP's efforts to effectively and efficiently distribute NBAP-licensed products. AGREED TO AND ACCEPTED, subject AGREED TO AND ACCEPTED: to and incorporating the attached NBAP NBA PROPERTIES, INC. Standard Terms and Conditions which the undersigned has read: SPALDING SPORTS WORLDWIDE, a NBA PROPERTIESMARVEL ENTERTAINMENT GROUP, INC. division of Spalding & Evenflo Companies, Inc. BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- ▇▇▇▇ . Vice President, Business Affairs By:/s/ August ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President/Spalding & Evenflo Companies, Inc. Senior Vice President, Business Affairs Title: E.V.P. Dated: 2/3/97 By: /s/ ▇▇▇▇▇▇ ▇7/31/98 ------------------ * Confidential treatment requested - portion has been omitted and filed separately with the Securities and Exchange Commission. ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President/SPALDING Sports Worldwide Division By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇ ▇▇▇▇▇▇ Managing Director U.S. Sporting Goods Group NBAP STANDARD TERMS AND CONDITIONS

SELLING PRACTICES. LICENSEE acknowledges NBAP's legitimate and reasonable interest in protecting the value of the NBA Marks and maximizing the effectiveness of its advertising, promotion and distribution efforts by segmenting the classes of trade into which its licensees sell NBAP-licensed products. Therefore, LICENSEE shall only sell Licensed Products to a buyer that, to its best knowledge, (i) purchases Licensed Products from LICENSEE solely for sale directly to the consumer and operates a retail establishment that supports the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service, or (ii) sells distributes to retailers that support the high quality and image of NBA officially licensed products with appropriate merchandising displays, promotion and/or customer service. LICENSEE acknowledges that a failure to comply with the selling practices set forth in this Paragraph shall cause significant harm to NBAP's efforts to effectively and efficiently distribute NBAP-licensed products. AGREED TO AND ACCEPTED, subject AGREED TO AND ACCEPTED: to and incorporating the attached NBAP NBA PROPERTIES, INC. Standard Terms and Conditions which the undersigned has read: SPALDING SPORTS WORLDWIDE, a NBA PROPERTIES, INC. division of Spalding & Evenflo Companies, Inc. BYBy: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ MARVEL ENTERTAINMENT GROUP, INC. ----------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------- -------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President/Spalding & Evenflo Companies, Inc. Senior Vice President, Business Affairs By: --------------------------------- Title: Dated: 2/3/97 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President/SPALDING Sports Worldwide Division By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇ ▇▇▇▇▇▇ Managing Director U.S. Sporting Goods Group ------------------------------ ---------------------- NBAP STANDARD TERMS AND CONDITIONS 1. ADDITIONAL DEFINITIONS For the purposes of this Agreement: