AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

                                AMENDMENT NO. 3
                            TO EMPLOYMENT AGREEMENT

Amendment No. 3 to the Employment Agreement dated as of March 7, 1996 (the
"Employment Agreement") between Xxxxxxx Sports Inc., a Delaware corporation,
(the "Company") and Xxxxx Xxxxxxxxxx (the "Executive").

WHEREAS, Xx. Xxxxxxxxxx has been elected Chief Financial Officer and Executive
Vice President of the Company.

WHEREAS, the Employment Agreement, unless extended, expires on March 7, 2001 and
the Company wishes to provide Xx. Xxxxxxxxxx incentives to continue providing
excellent leadership in the Company and to extend the term of the Employment
Agreement.

NOW, THEREFORE, for good and valuable consideration receipt of which is hereby
acknowledged the parties hereto agree as follows:

     1.   Section 2 of the Employment Agreement be and hereby is amended to
          provide in full as follows:

               "2.  Term. This Agreement is for a term ("Term") commencing on
                    the date of this Agreement and terminating on March 7, 2002,
                    or upon the Executive's earlier death, disability or other
                    termination of employment pursuant to Section 11."

     2.   All other provisions in the Employment Agreement shall remain in full
          force and effect.

Dated: 3/1/2000                                 XXXXXXX SPORTS INC.
      -----------


                                                By: /s/ Xxxxx Xxxxx
                                                   ----------------------
                                                Xxxxx Xxxxx
                                          Its:  CEO and President


                                                EXECUTIVE


                                                /s/ Xxxxx Xxxxxxxxxx
                                                   ----------------------
                                                Xxxxx Xxxxxxxxxx