Promissory Note

PROMISSORY NOTE


$24,000,000 November 7, 1996


FOR VALUE RECEIVED, SII ACQUISITION, INC., an Arizona corporation, its successors and assigns ("Maker"), hereby promises to pay to the order of SPORTS IMAGE, INC., a North Carolina corporation or its successors or assigns ("Payee"), at the office of Payee, located at 5301 West WT Harris Boulevard, Charlotte, North Carolina 28269, the principal amount of $24,000,000, together with interest on the principal balance outstanding hereunder, from (and including) the date hereof until (but not including) the date of payment, at the interest rate specified below, in accordance with the following terms and conditions:


1. Stated Interest Rate. Except as provided in Section 3 below, the principal balance outstanding hereunder shall bear interest, until fully paid, at 8% per annum (the "Stated Interest Rate").


2. Default Interest Rate. The Default Interest Rate shall be 15% per annum. The principal balance outstanding hereunder from time to time shall bear interest at the Default Interest Rate from the date of the occurrence of an Event of Default (as hereinafter defined) hereunder until the earlier of (a) the date on which the principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, is paid in full; or (b) the date on which such Event of Default is timely cured.


3. Payments. This Note shall be payable as follows:


(a) Interest. Accrued and unpaid interest at the Stated Interest Rate or, to the extent applicable, the Default Interest Rate, shall be payable on the date set forth in Subsection 3(b) below for payment of the principal balance outstanding hereunder.


(b) Principal. The principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, if not sooner paid as provided herein, shall be due and payable on January 2, 1997.


4. Application and Place of Payments. Payments received by Payee with respect to the indebtedness evidenced hereby shall be applied in such order and manner as Payee in its sole and absolute discretion may elect. Unless Payee otherwise elects, payments received by Payee shall be applied first to accrued and unpaid interest, next to the principal balance then outstanding hereunder, and the remainder to Additional Sums (as hereinafter defined) or other costs or added charges provided for in this Note. Payments hereunder shall be made at the address for Payee first set forth above or at such other address as Payee may specify to Maker in writing.


5. Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Payee, shall become immediately due and payable, without any notice to Maker:


(a) Nonpayment of principal, interest, or other amounts when the same shall become due and payable hereunder, and Maker does not cure such failure to pay within three days after the date such payment is due; or


(b) The failure of Maker to comply with any provision of this Note; or


(c) The dissolution, winding-up, or termination of the existence of Maker; or


(d) The making by Maker of an assignment for the benefit of its creditors; or


(e) The appointment of a receiver for Maker or the involuntary filing against Maker, which is not stayed or dismissed within 30 days of filing, or the voluntary filing by Maker of a petition or application for relief under federal bankruptcy law or any similar state or federal law. ...