THIS LICENSING AGREEMENT (this "Agreement"), made and entered into as of this 31st day of July, 2000,
by and between NANCY LOPEZ ENTERPRISES, INC. having an address at IMG Center, Suite 100, 1360
East 9th Street, Cleveland, Ohio 44114 (hereinafter referred to as "Licensor"), and S2 GOLF, INC., 18 Gloria
Lane, Fairfield, New Jersey 07004 (hereinafter referred to as "Company");
WHEREAS, the Company desires to obtain the right to use the name, likeness and endorsement of Nancy Lopez
(hereinafter called "Golfer") in connection with the advertisement, promotion and sale of "Licensed
Products" (hereinafter defined);
WHEREAS, Golfer has, pursuant to EXHIBIT C hereto, granted such exclusive rights to Licensor together with
the right to sublicense such rights;
NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and conditions herein
contained, the parties do hereby agree as follows:
1. DEFINITIONS. As used herein, the following terms shall be defined as set forth below:
(a) "Golfer Identification" shall mean the full name NANCY LOPEZ, the facsimile signature of Nancy Lopez, and
the image, likeness, photograph and endorsement of Golfer, the Golfer Trademarks, and any combination thereof
as may be approved in advance by Licensor.
(b) "Company Trademarks" shall mean those trademark registrations owned or controlled by the Company in
any country or territory of the world including product names.
(c) "Golfer Trademarks" shall mean those trademarks listed in
Section 15(g) hereof.
(d) "Products" as used herein shall mean golf clubs and components thereof (heads, shafts and grips), golf caddy
bags and golf caddy bag accessories (travel covers, etc.), golf gloves, golf shoes, golf balls, golf practice and
training devices, and golf headwear.
(e) "Licensed Products" shall mean all Products of Company which have any part of the Golfer Identification
affixed or attached thereto in any permanent, non-removable manner or