THIRD AMENDMENT TO LEASE AGREEMENT PREMISES: 3131 Appling Road Memphis, Shelby County, Tennessee Approximately 205,277 Square Feet' This Lease Amendment ("Agreement") is made and entered into as of this 17 day of Feb, 2001, by and between BROBEL GP, a...

                                 THIRD AMENDMENT
                               TO LEASE AGREEMENT

PREMISES:
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx

Approximately 205,277 Square Feet'

     This Lease Amendment  ("Agreement")  is made and entered into as of this 17
day of Feb,  2001, by and between  BROBEL GP, a Tennessee  general  partnership,
hereinafter  referred to as  "Landlord",  and XXXXXXX  SPORTS,  INC., a Delaware
corporation, hereinafter referred to as "Tenant".

     WHEREAS,  Landlord and Tenant have  previously  executed a Lease  Agreement
dated  August 22,  2000,  for' the above  described  premises,  which  Lease has
heretofore  been amended by the instrument  dated January 24, 2001,  which Lease
Agreement,  as amended, is hereinafter  collectively referred to as the "Lease";
and

     NOW,  THEREFORE,  IN CONSIDERATION of mutual covenants contained herein the
parties hereto agree as follows

     1.   Item I of the First  Amendment to Lease  Agreement  dated  January 24,
          2001, is hereby deleted in its entirety and the following paragraph is
          substituted in the place thereof:

          As of January 1, 2001, Part 3 of the Lease, Rent, Taxes and Insurance,
          is hereby  amended to reflect  that the Base  Rental for the  Premises
          shall be increased by  $13,685.13  monthly such that the total monthly
          Base Rental shall be  $82,110.80.  The Base Rental for years 6 through
          10 shall be  increased  by  $13,685.13  per month  such that the total
          monthly Base Rental for years 6 through 10 shall be $85,532,08,

     2.   Except as expressly  modified hereby,  all terms and conditions of the
          Lease are ratified and shall remain in effect.

     IN WITNESS WHEREOF,  the above named Landlord and Tenant have executed this
and three (3) other  original  instruments  of identical  tenure and date on the
date and year set forth hereinabove.

LANDLORD: BROBEL GP
      By: Xxxx Investco GP (Managing Partner)
      BY: URCO, Inc. (Managing Partner)

By: /s/ Xxxxx X. Xxxxx
    ----------------------------------
    Xxxxx X. Xxxxx, Vice President

By: /s/ Xxxxxx X. Xxxxxx
    ----------------------------------
    Xxxxxx X. Xxxxxx, Vice President

TENANT: XXXXXXX SPORTS, INC.

BY: /s/ Xxxx Xxxx
    ----------------------------------
    Xxxx Xxxx, Chief Operating Officer