RIDE INC, 10-Q, 1998-11-16

RIDE INC
10-Q, 1998-11-16
SPORTING & ATHLETIC GOODS, NEC

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED SEPTEMBER 30, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

Commission File Number: 1-13042

RIDE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Washington 91-1571027
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

8160 304th Avenue Southeast
Preston, Washington 98050
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)

(425) 222-6015
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
----- -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common Stock, without par value 12,833,335 shares as of November 9, 1998

<PAGE> 2

INDEX

RIDE, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed consolidated balance sheets -- September 30, 1998 and
June 30, 1998

Condensed consolidated statements of operations -- Three month period
ended September 30, 1998 and period ended September 30, 1997

Condensed consolidated statements of cash flows -- Three months ended
September 30, 1998 and 1997

Notes to condensed consolidated financial statements

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Item 3. Quantitative and Qualitative Disclosure about Market Risk

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

EXHIBITS

1
<PAGE> 3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
September 30,
1998 June 30,
(Unaudited) 1998
------------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,977 $ 165
Receivables, less allowance for doubtful accounts of
$1,116 at September 30, 1998 and $981 at June 30, 1998 17,577 4,487
Inventories (Note 3) 9,067 9,752
Prepaid expenses and other current assets 956 887
Income taxes receivable 247 1,571
-------- --------
Total current assets 31,824 16,862

Plant and equipment, net of accumulated depreciation 5,586 5,792
Notes receivable, net of discount 1,439 1,400
Goodwill, net of accumulated amortization 9,102 9,205
Other assets 1,372 1,345
-------- --------
Total assets $ 49,323 $ 34,604
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,801 $ 5,918
Accrued expenses 3,589 2,911
Short-term borrowings 17,276 5,544
-------- --------
Total current liabilities 27,666 14,373

Long-term liabilities 951 979

Shareholders' equity:
Preferred stock 2,832 2,832
Common stock 43,257 43,257
Accumulated other comprehensive loss (219) (163)
Accumulated deficit (25,164) (26,674)
-------- --------
Total shareholders' equity 20,706 19,252
-------- --------
Total liabilities and shareholders' equity $ 49,323 $ 34,604
======== ========
</TABLE>

See accompanying notes.

2
<PAGE> 4

RIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------
1998 1997
-------- --------
<S> <C> <C>
Net sales $ 18,382 $ 18,215
Cost of goods sold 12,399 12,391
-------- --------
Gross profit 5,983 5,824

Selling, general and administrative expenses 4,254 4,585
-------- --------
Operating income 1,729 1,239

Interest income 46 50
Interest expense (263) (188)
-------- --------
Income before income taxes 1,512 1,101

Income tax expense 0 440
-------- --------
Net income $ 1,512 $ 661
======== ========

Net income per share:
Basic $ 0.12 $ 0.06
Diluted $ 0.10 $ 0.06

Share used in computation of net income per share:
Basic 12,619 11,605
Diluted 15,526 11,813
</TABLE>

See accompanying notes.

3
<PAGE> 5

RIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
Three months ended September 30,
--------------------------------
1998 1997
-------- -------
<S> <C> <C>
Net cash used in operating activities $(7,768) $(6,921)

INVESTING ACTIVITIES:
Acquisitions of Device Mfg Corp. and Smiley Hats, Inc. -- (603)
Purchase of plant and equipment -- (28)
Other (124) 1
-------- -------
Net cash used in investing activities (124) (630)

FINANCING ACTIVITIES:
Proceeds from short-term borrowings 11,756 4,960
Repayments of long term debt (52) (22)
Dividends paid -- (8)
-------- -------
Net cash provided by financing activities 11,704 4,930
-------- -------

Net increase/(decrease) in cash and cash equivalents 3,812 (2,621)
Cash and cash equivalents at beginning of period 165 2,742
-------- -------
Cash and cash equivalents at end of period $ 3,977 $ 121
======== =======

SUPPLEMENTAL DISCLOSURE:
Cash paid (received) for income taxes $( 1,324) $ 3
Cash paid for interest 250 199

NONCASH FINANCING ACTIVITY:
Common stock issued in acquisitions -- $ 750
</TABLE>

See accompanying notes.

4
<PAGE> 6

RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by Ride, Inc. (the "Company"), in accordance with generally accepted
accounting principles for interim financial statements and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and disclosures required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals) necessary
for a fair presentation have been included. The Company's revenues are highly
seasonal, occurring primarily between July and December as its products are
shipped to customers. The results of operations for the three month period ended
September 30, 1998, therefore may not be indicative of the results for the full
fiscal year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended June 30, 1998. All amounts are stated in US dollars.

2. INVENTORIES

Inventories at September 30, 1998 and June 30, 1998 consisted of the following:

<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
------- -------
(In thousands)

<S> <C> <C>
Finished goods $ 7,842 $ 8,283
Raw materials and work in process 2,451 2,916
Obsolescence reserve (1,226) (1,447)
------- -------
$ 9,067 $ 9,752
======= =======
</TABLE>

3. LINE OF CREDIT AND LONG TERM DEBT

On August 31, 1998, the Company entered into a Loan and Security Agreement
("Agreement") with CIT Group/Credit Finance, Inc. ("CIT") which credit facility
replaces the Company's prior credit facility. The Company's line of credit under
the new credit facility is up to $15.0 million (to be increased to $17.0 million
from October 15, 1998 to December 15, 1998) for a term of three years. The
amount that may be borrowed is also limited to the sum of (i) 85% of eligible
accounts receivable, provided the dilution does not exceed 5.0% and after
implementation of an 11.0% dilution reserve against loan availability during the
season, and (ii) 55% of eligible finished goods inventory, not to exceed $6.5
million during April through September, $3.25 million in October, $2.5 million
in November, and $2.0 million in December. There will be no advances against
inventory during January through March of each year. The new facility provides
for a maximum letter of credit subline of $8.0 million.

The facility bears interest at the Prime interest rate plus 1.5%. Additionally,
the facility requires an annual facility of 0.5% due each anniversary of the
closing and a monthly letter of credit fee of 1.5% per annum of the face amount
of any standby and documentary letters of credit.

5
<PAGE> 7
RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

February 28, 1999 and Prime rate plus 2.0% per annum from March 1, 1999 through
and including the date Borrower repays the principal amount owed hereunder, is
subordinated to the CIT credit line, has a term of one year and is secured by
$1.8 million of promissory notes from Global Sports, Inc. Additionally, the
facility is secured by the personal guarantee of one of the Company's outside
directors, including certain real property owned by that director.

4. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
Sept 30, 1998 Sept 30, 1997
------------- -------------
(In Thousands, Except
Per Share Amounts)
<S> <C> <C>
Numerator
Net income $ 1,512 $ 661
Preferred stock dividend (37) (9)
-------- --------

Numerator for basic earnings per share- 1,475 652
income available to common stockholders
-------- --------

Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversions 1,475 652
======== ========

Denominator
Denominator for basic earnings per share -
weighted average shares 12,619 11,605
-------- --------

Denominator for diluted earnings per share -
adjusted weighted average shares and
assumed conversions 15,526 11,813
======== ========

Basic earnings per share $ 0.12 $ 0.06
======== ========

Diluted earnings per share $ 0.10 $ 0.06
======== ========
</TABLE>

5. BUSINESS SEGMENTS

The Company reports operating results in two segments due to distinct
product differences. These two segments include the Company's hardgoods and
softgoods product lines. The hardgoods segment includes snowboards, snowboard
bindings, snowboard boots, wakeboards, and wakeboard boots. The softgoods
segment includes apparel and accessories.

6
<PAGE> 8

RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

<TABLE>
<CAPTION>
Three months ended
September 30, 1998 September 30, 1997
Apparel/ Apparel/
Accessories Hardgoods Total Accessories Hardgoods Total
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers
USA $2,843 $10,937 $13,780 $ 2,533 $ 8,402 $10,935
Foreign 294 4,308 4,602 1,651 5,629 7,280
------ ------- ------- ------- ------- -------
Total $3,137 $15,245 $18,382 $ 4,184 $14,031 $18,215
====== ======= ======= ======= ======= =======

Interest Expense 23 240 263 16 172 188
Depreciation and amortization exp. 28 178 206 56 282 338
Segment gain (loss) 212 1,300 1,512 540 121 661
Segment assets 5,072 44,251 49,323 7,819 52,261 60,080
Expenditures for long-lived assets 0 0 0 0 28 28

</TABLE>

The SMP apparel and Smiley Hats subsidiaries are stand alone units and
make up approximately 54% of the Apparel and Accessory segment. The remaining
46% is comprised of the Ride apparel and accessory lines which are sold through
the traditional hardgoods distribution units, namely Ride Snowboards and Ride
Canada. The Sales for this remaining portion are specifically calculated.
Expenses and assets for the Apparel and Accessory segments of Ride Snowboards
and Ride Canada are allocated based on sales.

Plant and equipment, goodwill and other long-lived assets of $17,499
represent $17,243 located in the United States, the Company's country of
domicile, and $256 located in Canada.

6. SUBSEQUENT EVENT

a. ASSET SALE

Effective November 2, 1998, the Company sold the operating assets and
inventory of its Chula Vista, California-based, subsidiary SMP Clothing, Inc. to
SMP's Australian licensee for $2,081,412. The purchase price consists of a cash
payment of $250,000 and promissory notes for the balance due on or before March
31, 1999. The notes are secured by a first position in the assets being sold. As
part of the transaction, Ride will retain SMP's current liabilities and accounts
receivable in the approximate amounts of $300,000 and $1,100,000, respectively.

b. SERIES B PREFERRED SHARE CONVERSION

The terms of the Series B 5% Cumulative Preferred Stock of the Company
issued to Advantage Fund II, Ltd. ("Investor") in December 1997, provide, among
other things, that Investor may cause the Company to redeem for cash payment
certain amounts of such Preferred Stock in the event of a drop in the price of
the Company's Common Stock such that a conversion of all the Preferred Stock
would cause Investor to exceed the Nasdaq National Market System's rule
requiring shareholder approval for sales of more than 20% of a company's
outstanding common stock. In September 1998, the Company was informally notified
by Investor that Investor's Preferred Stock redemption rights had arisen the
preceding month due to a decline in the Company's Common Stock share price in
the corresponding period. Subsequent to such informal notice, the Company and
Investor entered into negotiations resulting in an agreement pursuant to which
and subject to approval by the Company's lenders, CIT Group/Credit Finance, Inc.
and US Bank NA, the 2,284 shares of Preferred Stock of the Company issued to
Investor would be converted to debt in the form of a promissory note in the
amount of $2,626,600 (the "Note"). It is intended the Note would bear interest
at the rate of five percent (5%) per annum, be convertible to Common Stock by
Investor commencing January 1, 1999 pursuant to an agreed-upon schedule, be
redeemable by the Company at any time, and be secured by a security interest in
the Company's assets subordinate to the outstanding security interests in favor
of senior secured creditors. There can be no assurance that CIT and US Bank will
approve the conversion of the Preferred Stock to debt. In addition, if the
Preferred Stock is converted, there can be no assurance that the Company will be
successful in repaying the Note for cash. The Company's inability to
successfully satisfy the Note would have a material adverse impact on the
Company's

7
<PAGE> 9

RIDE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

capital structure or financial condition as Investor could convert its Preferred
Stock into Common Stock or force the Company to redeem for cash payment shares
of Preferred Stock.

8
<PAGE> 10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

To the extent that this Quarterly Report on Form 10-Q discusses financial
projections, information or expectations about the Company's products or
markets, or otherwise makes statements about the future, such statements are
forward looking and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the statements made. These
factors include the competitive environment, industry and product
concentrations, dependence on third-party selling efforts and other risks
outlined in more detail in the Company's Annual Report on Form 10-K as filed
with the Securities and Exchange Commission for the fiscal year ended June 30,
1998. Certain forward looking statements contained in the following discussion
are more specifically identified with the symbol (*).

GENERAL

The Company is a leading designer, manufacturer and marketer of snowboards
and related products through its subsidiaries: Ride Snowboard Company ("Ride
Snowboards"), Ride Manufacturing, Inc. ("Ride Manufacturing"), Ride Canada, Inc.
("Ride Canada"), SMP Clothing, Inc. ("SMP"), Smiley Hats, Inc. ("Smiley") and
Carve, Inc. ("US2"). The Company was founded in September 1992 and acquired
C.A.S. Sports International, Inc. and C.A.S. Sports Agency, Inc. (collectively,
"CAS") in August 1994, Ride Manufacturing in September 1995 and SMP in October
1995. The Company also acquired 5150 Snowboards, Inc. ("5150") in September 1995
and later merged 5150 with and into Ride Snowboards. In October 1996, the
Company transferred substantially all of the Canada-based operating assets and
liabilities of CAS (other than fixed assets) into Ride Canada, a newly formed
corporation, and all of the US-based operating assets and liabilities of CAS
into Ride Snowboards, and sold the CAS entities. In June 1997, the Company
acquired substantially all of the assets and liabilities of Device Mfg Corp. and
transferred those assets and liabilities to Ride Snowboards. In July 1997, the
Company's newly formed Smiley subsidiary acquired substantially all of the
assets of Galena Creek Trading Corp. In December 1997, the Company acquired US2
Sports Group Inc. through a merger of that company with and into Carve, Inc., a
newly formed corporation. The results of operations of these acquired
subsidiaries are included in the Company's financial statements from their
respective dates of acquisition through their applicable dates of disposition.

Because snowboarding traditionally is a winter sport and the Company's sales
are concentrated in the northern hemisphere, sales of the Company's products
predominantly occur in the months of July through December, the Company's first
and second fiscal quarters. Because relatively lower net sales are realized in
the months of January through June of each year, the Company expects to incur
operating losses in its third and fourth fiscal quarters for the foreseeable
future. The Company expects the addition of wakeboarding products to its product
line-up through its acquisition of US2 will help to supplement sales in the
third and fourth quarters of the year in future periods. In addition to seasonal
fluctuations, the Company's operating results fluctuate from quarter to quarter
as a result of the timing of order shipments, new product introductions, new
retailer openings, consumer buying patterns, weather conditions, discretionary
spending habits, general economic conditions in the United States and abroad and
other factors. Furthermore, the Company's gross margins fluctuate with product
mix, the timing of product price adjustments and the mix of international and
domestic sales. See "Business - Risk Factors Seasonality; Fluctuations in
Quarterly Operating Results."

The Company accumulates a backlog of orders beginning in February as a result of
preseason orders placed in connection with winter sports trade shows. The
backlog decreases beginning in late spring as product begins to be shipped and
is usually insignificant by the end of the year. Backlog in the snowboarding
industry is subject to delay or cancellation.

RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 1998 COMPARED WITH QUARTER ENDED SEPTEMBER 30, 1997

9
<PAGE> 11

Net sales in the first quarter of 1998 were $18.4 million compared to $18.2
million in the comparable quarter of 1997.

Hard goods (defined as snowboards, bindings, boots, wake boards and
skateboards) represented 83% of first quarter 1998 net sales while soft goods
(apparel and accessories) made up 17%. For the comparable quarter of 1997, hard
goods comprised 77% of sales and soft goods 23%. For the first quarter of 1998,
sales in North America made up 75% of total sales with international sales
representing the remaining 25%. For the comparable quarter of 1997, North
America represented 60% of total sales and international 40%. The decrease in
the ratio of international sales from 1997 to 1998 relates almost totally to a
decrease in the sale of SMP and Ride apparel in Japan.

Gross margins remained at 32.5% for the three month periods ended
September 30, 1998 versus 32.0% for the same period in 1997. Gross margins were
positively impacted by favorable sourcing arrangements and manufacturing cost
reductions, offset by sales of lower margin 1997 close out products.

Selling, general and administrative expenses were $4.3 million for the
first quarter of 1998 compared to $4.6 million in the same period of 1997. This
decrease was due primarily to staff reductions, lower executive salaries, and
lower variable expenses associated with the lower sales volumes (primarily
commissions).

Interest income was $46,000 in the first quarter of 1998 compared with
$50,000 for the same period of 1997.. Interest expense in the first quarter of
1998 increased to $263,000 from $188,000 in the same quarter of 1997 due to a
generally higher level of direct advances on the Company's revolving credit
facility during the 1998 period.

For the three months ended September 30, 1998, there was no income tax
expense recorded as the Company was in a net operating loss carryforward
position. For the three months ended September 30, 1997 a tax expense of
$440,000 was recorded.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 1998, the Company financed its operations
primarily through collection of receivables and the Company's line of credit
facility. Net cash used in operating activities totaled $7.8 million in the
first quarter of 1998 compared with $6.9 million in the comparable period of
1997. This increase was due to primarily to an increase in accounts receivable
offset by a smaller inventory buildup in 1998 than in 1997, and the proceeds of
a tax refund from the 1997 taxation year. Net cash used in investing activities
totaled $0.1 million during the first quarter of 1998 compared to $0.6 million
in the comparable period in 1997. The reduction from 1997 to 1998 relates almost
entirely to the Smiley acquisition in the period ending September 30, 1997. Net
cash provided by financing activities totaled $11.7 million in the first quarter
of 1998 compared with $4.9 million in the comparable period of 1997. The primary
financing activity for both periods were net advances on the Company's line of
credit of $11.8 million in 1998 and $5.0 million in 1997.

The Company operates in a highly seasonal business, generating the
majority of its sales in the months of July through December. The Company's cash
receipts from its North American customers are received predominantly in the
months of December, January and February while its international customers
generally pay by cash in advance or letter of credit. In order to finance
operations and manufacture and purchase products during the remainder of the
year, the Company has historically utilized a revolving line of credit.

10
<PAGE> 12

finished goods inventory, not to exceed $6.5 million during April through
September, $3.25 million in October, $2.5 million in November, and $2.0 million
in December. There will be no advances against inventory during January through
March of each year. The new facility provides for a maximum letter of credit
subline of $8.0 million.

The facility bears interest at the Prime interest rate plus 1.5% and is
collateralized by substantially all the assets of the Company. Additionally, the
facility requires an annual facility of 0.5% due each anniversary of the closing
and a monthly letter of credit fee of 1.5% per annum of the face amount of any
standby and documentary letters of credit.

Simultaneous with the execution of the Agreement, the Company entered into
a Consent, Reaffirmation, and Release Agreement with US Bank NA. Pursuant to
which the Company retained a $3.0 million credit facility with that institution.
The US Bank Facility bears interest at Prime Rate plus 1.5% per annum until
February 28, 1999 and Prime rate plus 2.0% per annum from March 1, 1999 through
and including the date Borrower repays the principal amount owed hereunder, is
subordinated to the CIT credit line, has a term of one year and is secured by
$1.8 million of promissory notes from Global Sports, Inc. Additionally, the
facility is secured by the personal guarantee of one of the Company's outside
directors, including certain real property owned by that director.

The Company believes the CIT Line is adequate to meet the current needs of
its business. There is, however, no assurance the CIT Line is sufficient to fund
the demands of the Company's future growth. To this end, the Company and CIT
have agreed to review the line in March 1999 with a view to increasing same if
then current business conditions warrant doing so. However, there can be no
assurance such an increase in the CIT Line will be available even if the
Company's business prospects at that time require and warrant doing so. In
addition, availability of funds under the CIT Line is at all times conditioned
on the Company achieving certain collateral requirements. There can be no
assurance such requirements will be achieved or, if achieved, that they can be
consistently maintained. The Company's inability to increase the CIT Line or
meet or maintain specific collateral requirements could each have a material
adverse impact on the Company's financial condition and could result in a
substantial limitation or reduction in the scope of the Company's business. With
respect to the US Bank Line, the Company is obligated to satisfy all sums due
thereunder on or before its August 30, 1999 expiration date. There can be no
assurance the Company will be successful in doing so. The Company's inability to
successfully satisfy or extend the US Bank Line, if necessary, could have a
material adverse impact on the Company's financial conditions.

The Company and Advantage Fund II, Ltd. ("Investor") have agreed that,
subject to approval by CIT and US Bank, the 2,284 shares of Series B 5%
Cumulative Preferred Stock of the Company issued to Investor in December 1997,
are to be converted to debt in the form of a promissory note in the amount of
$2,626,600 (the "Note"). It is intended the Note would bear interest at the rate
of five percent (5%) per annum, be convertible to common stock by Investor
commencing January 1, 1999 pursuant to an agreed-upon schedule, be redeemable by
the Company at any time, and be secured by a security interest in the Company's
assets subordinate to the outstanding security interests in favor of senior
secured creditors. There can be no assurance that CIT and US Bank will approve
the conversion of the Preferred Stock to debt. In addition, if the Note is
converted, there can be no assurance that the Company will be successful in
redeeming the Note for cash. The Company's inability to successfully redeem the
Note would have a material adverse impact on the Company's capital structure or
financial condition as Investor could convert its Preferred Stock into Common
Stock or force the Company to redeem shares of Preferred Stock.

The "year 2000 problem" is the result of computer programs being written
using two digits rather than four to define the applicable year. Software
programs and systems that have date-sensitive features may recognize a date
using "00" as the year 1900 instead of the year 2000. The Company has assessed
its year 2000 needs and has purchased and is presently installing year
2000-compliant software in all its known non-compliant hardware and software
systems, which installation the Company anticipates will be completed by the
June 30, 1999 year-end. The cost of the purchase and installations of the year
2000-compliant software is anticipated to exceed $250,000. The Company is in the
process of reviewing with each of its material suppliers, service providers and
customers the steps each is taking to insure their respective computer systems
of third parties on whose commercial efforts the Company directly or indirectly
relies, will be year 2000-compliant in a timely fashion. Because the Company has

11
<PAGE> 13

not completed its review of its material third party suppliers, service
providers and customers, it has not created a contingency plan setting forth
what steps will be taken if such third parties are not year 2000 compliant by
December 31, 1999. Based on information received from its third party vendors,
service providers and customers, the Company intends to have a contingency plan
in place by June 1999. The failure of third parties to be year 2000 compliant
could cause material delays in the design, manufacture and shipment of products,
delay in payment for products, and delay in the availability of credit of funds
necessary to operate the business of the Company. The failure of the Company's
or one or more third-party's computer systems as a result of year 2000
non-compliance may have a material adverse effect on the Company's business and
results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

None.

12
<PAGE> 14

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In March 1997, a shareholder filed a lawsuit against the Company and four of its
current or former officers and directors, styled Murray v. Ride, Inc. et al. The
lawsuit alleges violations of certain federal securities laws and state laws,
and purports to seek unspecified monetary damages on behalf of a class of
shareholders who purchased the Company's common stock during the period of
August 10, 1995 through December 30, 1996. In August 1998, the Company, together
with the individually named defendants, entered into a Memorandum of
Understanding with the plaintiffs in the lawsuit, wherein the parties have
agreed to settle the lawsuit upon the following principal terms: (1) a
settlement fund will be created consisting of: (a) $3,000,000 cash paid by the
Company's insurance carrier; and (b) warrants to purchase 600,000 shares of the
Company's Common Stock, exercisable for a four year period ending December 31,
2002 at a price of $3.00 per share; and (2) the dismissal of the lawsuit against
all named defendants with prejudice. The Memorandum of Understanding is
presently being reduced to a Stipulation of Settlement, which will be presented
to the Court for approval. While the Company anticipates approval will be
forthcoming, there can be no assurance the Court will approve the settlement. In
the event Court approval of the settlement is denied, the Company expects the
litigation will resume and the Company will renew its vigorous defense of the
claims. In the event of a renewal of the litigation, an award of monetary
damages against the Company in excess of applicable insurance, if any, the
expenditure of significant sums in the defense thereof or diversion of
management's attention from other business concerns, could each have a material
adverse effect on the Company's financial condition and results of operations.

The Company is also engaged in legal proceedings against Switch Manufacturing,
Inc. alleging patent infringement and seeking monetary damages. While the
Company intends to vigorously prosecute the lawsuit, there can be no assurance
that the Company will prevail in the action. The expenditure of significant sums
in the prosecution of the action could have a material adverse effect on the
Company's financial condition and results of operations.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

A. ASSET SALE

Effective November 2, 1998, the Company sold the operating assets and
inventory of its Chula Vista, California-based, subsidiary SMP Clothing, Inc. to
SMP's Australian licensee for the sum of $2,081,412. The purchase price consists
of a cash payment of $250,000 and promissory notes for the balance due on or
before March 31, 1999. The notes are secured by a first position in the assets
being sold. As part of the transaction, Ride retains SMP's current liabilities
and accounts receivable in the approximate amounts of $300,000 and $1,100,000,
respectively.

B. SERIES B PREFERRED SHARE CONVERSION

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<PAGE> 15
The terms of the Series B 5% Cumulative Preferred Stock of the Company
issued to Advantage Fund II, Ltd. ("Investor") in December 1997, provide, among
other things, that Investor may cause the Company to redeem for cash payment
certain amounts of such Preferred Stock in the event of a drop in the price of
the Company's Common Stock such that a conversion of all of the Preferred Stock
would cause Investor to exceed the Nasdaq National Market System's rule
requiring shareholder approval for sales of more than 20% of a company's
outstanding common stock. In September 1998, the Company was informally notified
by Investor that Investor's Preferred Stock redemption rights had arisen the
preceding month due to a decline in the Company's Common Stock share price in
the corresponding period. Subsequent to such informal notice, the Company and
Investor entered into negotiations resulting in an agreement pursuant to which
and subject to approval by the Company's lenders, CIT Group/Credit Finance, Inc.
and US Bank NA, the 2,284 shares of Preferred Stock of the Company issued to
Investor would be converted to debt in the form of a promissory note in the
amount of $2,626,600 (the "Note"). It is intended the Note would bear interest
at the rate of five percent (5%) per annum, be convertible to Common Stock by
Investor commencing January 1, 1999 pursuant to an agreed-upon schedule, be
redeemable by the Company at any time, and be secured by a security interest in
the Company's assets subordinate to the outstanding security interests in favor
of senior secured creditors. There can be no assurance that CIT and US Bank will
approve the conversion of the Preferred Stock to debt. In addition, if the
Preferred Stock is converted, there can be no assurance that the Company will be
successful in repaying the Note for cash. The Company's inability to
successfully satisfy the Note would have a material adverse impact on the
Company's capital structure or financial condition as Investor could convert its
Preferred Stock into Common Stock or force the Company to redeem for cash
payment shares of Preferred Stock.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
Manual
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
10.82 Asset Purchase Agreement between SMP Clothing PTY Ltd., SMP [USA]
Inc., Ride, Inc. and SMP Clothing, Inc., dated as of November 2, 1998

10.83 Intellectual Property Purchase Agreement between SMP Clothing
[International] PTY Ltd., Ride, Inc. and SMP Clothing, Inc., dated
as of November 2, 1998

27.1 Financial Data Schedule
</TABLE>

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the quarter ended September 30,
1998.

14
<PAGE> 16

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

RIDE, INC.
-----------------------------------
(Registrant)

Dated: November 16, 1998 By /s/ Robert F. Marcovitch
-------------------------------------
Robert F. Marcovitch
President and Chief Executive Officer

Dated: November 16, 1998 By /s/ Gregory S. Cook
-------------------------------------
Gregory S. Cook
Chief Financial Officer/COO

<PAGE> 1

EXHIBIT 10.82

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

BETWEEN

SMP CLOTHING [INTERNATIONAL] PTY LTD.,

RIDE, INC., AND SMP CLOTHING, INC.

DATED AS OF NOVEMBER 2, 1998

<PAGE> 2

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this "Agreement") is
made as of November 2, 1998 by and among SMP CLOTHING, INC., a Washington
corporation ("Seller"), RIDE,INC., a Washington corporation ("Ride"), and SMP
CLOTHING [INTERNATIONAL] PTY LTD, an Australian corporation, ("Purchaser").

RECITALS

A. Seller is a designer, manufacturer and marketer of surf, skate,
motocross, snowboard and casual fashion apparel and related accessories.

B. Purchaser is an intellectual property holder and marketer of
intellectual property rights.

C. Seller desires to sell and assign to Purchaser, and Purchaser desires
to purchase and assume from Seller, certain of the assets of Seller on the terms
and conditions provided herein.

D. Purchaser has agreed with Seller and certain third parties, for
valuable consideration, to pledge the Property, as that term is defined herein,
to Seller and Ride for the payment obligation of such third parties to Seller
and Ride arising under the promissory note of even date made by such third
parties for the benefit of Seller and Ride or their assignee.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Seller hereby agree as follows:

1. DEFINITIONS. For the purposes of this Agreement:

"Asset Purchase Agreement" shall mean that certain Asset Purchase
Agreement of even date, by and between Seller, SMP [U.S.A.] Inc., Ride and SMP
Australia.

"Assignment Documents" shall have the meaning given it in Section 3.2.1
hereof.

"Business" shall mean the business as a going concern of Seller as
conducted through the Closing Date AND that portion of Purchaser's business
attributable to the Property subsequent to the Closing Date.

"Closing" shall mean consummation of the transactions contemplated in
Section 3 hereof.

2
<PAGE> 3

"Closing Date" shall mean the date on which Closing is to occur,
determined as provided in Section 3.1 hereof.

"Disclosure Memorandum" shall mean that certain memorandum disclosing
the information about Seller's business and other data as described herein and
provided to Purchaser by Seller prior to the Closing.

"Excluded Assets" shall mean all property, of whatever kind or
description, owned by Seller or used in connection with its business; all trade
secrets and other proprietary rights and information; structures; trade
fixtures; equipment; machinery; contract rights and general intangibles;
records, documents, inventory, finished goods, raw materials and good will; but
excluding the Property as that term is defined in this Section 1.

"Indemnitee" shall have the meaning given it in Section 11.1.3 hereof.

"Indemnitor" shall have the meaning given it in Section 11.1.3 hereof.

"License Agreement" shall have the meaning given it in Section 2.2
hereof.

"Maker" shall mean SMP [U.S.A.] Inc., a California Company and SMP
Australia.

"Notes" shall have the meaning given it in Section 4.1 hereof.

"Person" shall mean any natural person, corporation, partnership, joint
venture, association, organization, other entity or governmental or regulatory
authority.

"Property" shall mean all rights in and to the trademarks, service
marks, and logos identified on Schedule A to the Disclosure Memorandum,
including all domestic and foreign registrations and common law rights therein,
goodwill of the business symbolized by and associated with such trademarks,
contract rights under pending trademark license agreements, service marks and
logos, and any copyrights, patents and other intellectual properties, including
all domestic and foreign registrations and common law rights therein, if any,
owned by Seller and used in connection with its business; but excluding the
Excluded Assets.

"Purchase Price" shall have the meaning given it in Section 2.2 hereof.

"Purchaser" shall mean SMP Clothing [International] PTY Ltd., an
Australian corporation.

"Ride" shall mean Ride, Inc., a Washington corporation.

"Reconveyance Documents" shall have the meaning given it in Section
3.2.1 hereof.

"Seller" shall mean SMP Clothing, Inc., a Washington corporation.

3
<PAGE> 4

"SMP Australia" shall mean S.M.P. Clothing PTY Ltd., an Australian
corporation.

2. THE ACQUISITION.

2.1 PURCHASE OF PROPERTY. Subject to the terms and conditions of
this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller
hereby agrees to sell and assign to Purchaser, on the Closing Date, the
Property.

2.2 PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in full consideration for the Assets, Purchaser shall pay to Seller
the sum identified on Schedule 2.2 to the Disclosure Memorandum (Six Hundred Two
Thousand Eight Hundred Eighty-Four and No/100 US Dollars [US$602,884]),
consisting of the aggregate values of the registrations costs and the net
present value of future minimum royalties due Seller from Purchaser as of July
1, 1998 under that certain Trademark License Agreement ("License Agreement"),
dated as of April 1, 1997, by and between Seller and SMP Australia (the
"Purchase Price").

2.3 METHOD OF PAYMENT. The Purchase Price shall be paid partly
in cash in the amount of Two Hundred Fifty Thousand and No/100 US Dollars
(US$250,000) on closing, payable by wire transfer in same day funds to an
account to be identified by Seller prior to the Closing and partly by the
execution and delivery of a Three Hundred Fifty-Two Thousand Eight Hundred
Eighty-Four and No/100 US Dollars (US$352,884) promissory note by Purchaser at
the Closing in the form of Exhibit 2.3 attached hereto.

3. CLOSING.

3.1 TIME AND PLACE OF CLOSING. The Closing shall occur at the
offices of Seller, 1670 Brandywine Avenue, Suite A, Chula Vista, California
91911, at 3:00 p.m. local time no later than November 2, 1998, or such other
time and place as the parties may otherwise agree in writing but in no event
later than November 2, 1998 (the "Closing Date").

3.2 OBLIGATIONS TO BE PERFORMED AT CLOSING. At Closing:

3.2.1 TRADEMARK ASSIGNMENT. Subject to Section 4 hereof,
Seller shall deliver title to the Property pursuant to the terms of a Trademark
Assignment Agreement, in substantially the form attached as Exhibit 3.2.1
hereof, and such other or additional documents and other instruments as may be
required to formally assign and transfer Seller's title and interest in the
Property to Purchaser (together, the "Assignment Documents"). Subject to Section
4 hereof, Purchaser shall execute a trademark reconveyance and such other or
additional documents and other instruments as may be required to formally assign
and transfer Purchaser's title and interest in the Property to Seller (together,
the "Reconveyance Documents") in the event of default under Section 4.3 hereof.
The parties acknowledge that to the extent the Assignment Documents and
Reconveyance Documents are partial or incomplete as of the Closing Date, such
documentation shall be promptly prepared and signed by an officer of Seller

4
<PAGE> 5

and Purchaser, respectively, following Closing, and in no event later than
November 18, 1998. The cost of preparing and filing the Assignment Documents and
Reconveyance Documents shall be the sole obligation of Purchaser.

3.2.2 FURTHER ASSURANCES. Each of the parties shall
execute all other documents and take such other actions as are required by other
covenants contained in this Agreement or that are otherwise reasonably necessary
to carry out the terms of this Agreement and consummate the transactions
contemplated hereby.

4. PLEDGE; DEFAULT; REMEDIES.

4.1 PLEDGE. For and in security for the full payment and
performance of all sums due under the three (3) promissory notes ("Notes") of
even date made by Maker for the benefit of Seller or holder in the respective
principal sums of Three Hundred Fifty-Two Thousand Eight Hundred Eighty-Four and
No/100 US Dollars (US$352,884), One Million Four Hundred Eleven Thousand One
Hundred Twenty-Seven and No/100 US Dollars (US$1,411,127) and Sixty-seven
Thousand Four Hundred One and No/100 US Dollars (US$67,401), this Agreement and
the Asset Purchase Agreement, Purchaser hereby grants and conveys to Seller a
security interest in all of the Property. Purchaser and SMP Australia agree not
to sell, hypothecate, pledge, assign or encumber the Property in any manner to
any Person until such time as all sums due under the Notes, this Agreement and
the Asset Purchase Agreement are paid and satisfied in full. Seller and CIT
shall immediately release their liens against the Property upon full payment of
all sums due and owing under the Notes.

4.2 ESCROW. Until all sums due Seller under the Notes, this
Agreement and the Asset Purchase Agreement have been paid in full, the
Assignment Documents and the Reconveyance Documents shall be held in trust by
Christiansen, O'Conor, Johnson and Kindness, PLLC ("Escrow") for the benefit of
both Seller and Purchaser and shall not be filed with or processed by applicable
governmental authorities until such time as all sums due under the Notes, this
Agreement and the Asset Purchase Agreement are paid and satisfied in full.
Contemporaneous with the full and final payment of all such sums, Seller shall
notify Escrow in writing to immediately release the Assignment Documents from
escrow and process them and return to Purchaser or destroy the Reconveyance
Documents, each in accordance with Purchaser's instructions. Purchaser and
Seller shall sign such agreements as Escrow may require to implement the purpose
and intent of this Section 4.2.

4.3 DEFAULT. Purchaser shall be in default of this Agreement in
the event any one of the following occurs:

4.3.1 Maker fails to pay when due any sum required to be
paid under the Notes and the Asset Purchase Agreement, or Purchaser fails to pay
when due any sum required to be paid under this Agreement, and such failure, in
each instance, remains uncured for a period of ten (10) days from the date
written notice of nonpayment by Maker is delivered to Purchaser;

5
<PAGE> 6

4.3.2 Maker or Purchaser files for protection from its
respective creditors under applicable bankruptcy laws, is adjudge bankrupt by a
court of competent jurisdiction, or makes a general assignment of its assets to
its respective creditors;

4.3.3 Purchaser breaches a material term of this
Agreement or Maker breaches a material term of the Asset Purchase Agreement and
such breach, in each instance, remains uncured for a period of ten (10) days
from the date written notice of breach is delivered to Purchaser or Maker, as
the case may be; or

4.3.4 Purchaser licenses all or any portion of the
Property in violation of Section 5 hereof..

4.4 REMEDIES. In the event of a default under Section 4.3
hereof, Seller may, upon ten (10) days notice to Maker, terminate this
Agreement, immediately foreclose on Seller's security interest in the Property
without judicial process, and direct Escrow to promptly file the Reconveyance
Documents and return to Seller or destroy, at Seller's option, the Assignment
Documents. In the event of such foreclosure, all right, ownership and interest
in an to the Property shall revert to Seller and Seller shall be entitled to
receive all royalties and other fees and payments that may then and thereafter
be due under any license agreements Purchaser has entered into with one or more
Persons in conformance with Section 5 hereof. In addition, royalty payments that
would then and thereafter be due Purchaser from SMP Australia under the License
Agreement shall be immediately due and payable according to the terms thereof.
Seller's foreclosure option, if exercised by Seller, shall be in lieu of all
other remedies for nonpayment of sums due under the Notes, this Agreement and
the Asset Purchase Agreement.

5. LICENSE RIGHTS. Provided Maker is not in default under Section 4.3
hereof, Purchaser may negotiate to license the Property, or any part thereof, to
such Persons as Purchaser, in its reasonable business judgment, deems capable of
exploiting the Property in a manner commensurate with the quality reputation and
goodwill currently associated with the Property. Purchaser shall submit each
proposed license agreement, if any, to Seller for approval, which approval shall
not be unreasonably withheld. Upon receipt of a proposed license agreement,
Seller shall have ten (10) business days to object to any provision thereof.
Failure by Seller to so object shall constitute its approval of same.

6. REPRESENTATIONS AND WARRANTIES OF SELLER AND RIDE. To induce
Purchaser to enter into and perform this Agreement, Seller and Ride each
represents and warrants to Purchaser as follows:

6.1 LEGAL STATUS OF SELLER. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Washington, and it has all requisite power and authority to lease and operate
its properties and assets and carry on the business as it is now conducted.
Seller is duly qualified to transact business as a corporation and is in good
standing in all jurisdictions in which the failure to be so qualified would
result in a material

6
<PAGE> 7

liability to Seller or have a material adverse effect upon the business of
Seller. Seller has full power and authority to execute, deliver and perform this
Agreement.

6.2 DUE AUTHORIZATION AND EXECUTION. This Agreement has been
duly authorized, executed and delivered by Seller and is a legal, valid and
binding obligation of Seller, enforceable in accordance with its terms, except
as enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors' rights generally or (ii) general principles of equity (regardless of
whether such principles are considered in a proceeding in equity or at law).

6.3 TITLE TO THE PROPERTY. Seller has good and marketable title
to the Property, free and clear of any liens, mortgages, pledges, encumbrances,
security interests, restrictions, covenants, adverse claims and charges of any
kind other than those set forth on Schedule 6.3 to the Disclosure Memorandum.

6.4 PROPERTY DESCRIPTION. Schedule A to the Disclosure
Memorandum sets forth a true and complete list of all patents, patent
applications, trademark registrations, applications for trademark registration,
assignments, license agreements (whether written or oral) and other
registrations, applications, documents and other instruments evidencing
proprietary rights, domestic and foreign, evidencing any patent, copyright,
trademark, trade name, service mark, trade dress or other intellectual property
rights that are necessary in the conduct of the Business. Except as set forth in
Schedule 6.4 to the Disclosure Memorandum, Seller possesses full right and
authority to use all know-how, proprietary information, copyrights, trademarks,
patent rights and other proprietary and intellectual properties necessary to the
conduct of the Business as presently conducted without infringing the rights of
others, all of which are transferred and assigned to Purchaser pursuant to this
Agreement, free and clear of all liens, claims, options, charges, encumbrances,
security interests or claims of ownership of any person or of any obligation to
pay royalties, license fees or other payments. To the best knowledge of Seller,
the operations of Seller as currently conducted do not infringe any copyright,
trademark, service mark, trade name, patent rights or any other right of any
person, whether registered or unregistered, nor do they involve the
misappropriation of any trade secret of any Person. Except as described on
Schedule 6.4 to the Disclosure Memorandum, Seller has not received notice from
any Person alleging that such infringement or misappropriation has occurred or
is continuing.

6.5 [INTENTIONALLY OMITTED].

6.6 ARMS-LENGTH TRANSACTION. The consideration under this
Agreement has been negotiated in good faith, at arms-length and is supported by
valuable consideration, the evaluation and appropriateness thereof having been
dully considered and approved by Seller.

6.7 CLAIMS, PROCEEDINGS. To Seller's actual knowledge, there are
no claims, actions suits, investigations or proceedings, pending or threatened
against Seller before any court or governmental or non-governmental department,
commission, board, agency or

7
<PAGE> 8

instrumentality, or any other person which, if resolved adversely to Seller,
would preclude Seller from satisfying any material obligation under this
Agreement.

6.8 NO BREACH OR VIOLATION. To Seller's actual knowledge, the
execution and performance of this Agreement shall not cause a breach or
violation of any other agreement or covenant of Seller with any third party.

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER. To induce Seller to
enter into this Agreement, Purchaser and SMP Australia each represents and
warrants to Seller as follows:

7.1 LEGAL STATUS OF PURCHASER. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California, has all requisite corporate power and authority to acquire the
Property and to carry on its business as it is now being conducted. Purchaser
has fall power and authority to execute, deliver and perform this Agreement.

7.2 DUE AUTHORIZATION AND EXECUTION. This agreement has been
duly authorized, executed and delivered by Purchaser and is a legal, valid and
binding obligation of Purchaser, enforceable in accordance with its terms,
except as enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles is relating
to or limiting creditors' rights generally or (ii) general principles of equity
(regardless of whether such principles are considered in a proceeding in equity
or at law).

7.3 LEGAL PROCEEDINGS. There are no claims, actions, suits,
arbitrations, proceedings or investigations pending or, to the best knowledge of
Purchaser after due inquiry, threatened against Purchaser before or by any court
or governmental or non-governmental department, commission, board, bureau,
agency, instrumentality, or any other Person which if resolved adverse to
Purchaser would preclude Purchaser from satisfying any material obligation under
this Agreement.

7.4 ARMS-LENGTH TRANSACTION. The consideration under this
Agreement has been negotiated in good faith, at arms-length and is supported by
valuable consideration, the evaluation and appropriateness thereof having been
dully considered and approved by Purchaser.

7.5 NO BREACH OR VIOLATION. To Purchaser's actual knowledge, the
execution and performance of this Agreement shall not cause a breach or
violation of any other agreement or covenant of Purchaser with any third party.

8. COVENANTS OF THE PARTIES.

8.1 COVENANTS OF SELLER. Seller covenants and agrees with
Purchaser to perform and observe the following:

8
<PAGE> 9

8.1.1 COOPERATION. Seller will fully cooperate with
Purchaser and with Purchaser's counsel and accountants in connection with any
steps required to be taken as part of Seller's obligations under this Agreement.
Seller will use its best efforts to cause all conditions to the parties'
obligations to effect the Closing under this Agreement to be satisfied as
promptly as reasonably possible and to obtain all consents and approvals
necessary for the due performance of this Agreement and for the satisfaction of
the conditions hereof.

8.1.2 DELIVERY OF PROPERTY. Subject to Section 4 hereof,
commencing on the Closing Date and continuing thereafter, Seller shall cause to
be delivered into the possession or control of Purchaser all of the Property,
which shall include, without limitation, the original copies of registrations
and the original copies of all records, files, documents, correspondence and
papers pertaining to the Property, provided Seller may retain such records and
copies for a limited time to comply with applicable governmental regulations, if
any.

8.1.3 USE OF NAMES. As of the Closing and subject to
Section 4 hereof, Seller will refrain from using "SMP", the SMP delta-Logo, and
any similar names or marks as a trade name, trademark or service mark in
connection with any business or activity, and within thirty (30) days of the
Closing Date, Seller will change its corporate name to a name the parties
mutually agree upon. Seller will work diligently with Purchaser from and after
the Closing Date to notify all relevant parties of the consummation of the
transactions contemplated by this Agreement and the Asset Purchase Agreement.

8.1.4 FURTHER ACTIONS. Subject to Section 4 hereof,
Seller shall, upon the reasonable request of Purchaser, do, execute, acknowledge
and deliver or shall cause to be done, executed, acknowledged and delivered all
such further acts, assignments, transfers, conveyances, assurances and other
instruments as may be reasonably required for the transferring, conveying,
assigning, delivering and reducing to the possession of Purchaser any and all of
the Property.

8.2 COVENANTS OF PURCHASER.

8.2.1 COOPERATION; BEST EFFORTS. Purchaser covenants and
agrees with Seller to fully cooperate with Seller and with its counsel in
connection with any steps required to be taken as part of Purchaser's
obligations under this Agreement. Purchaser will use its best efforts to cause
all conditions to the parties' obligations to effect the Closing under this
Agreement to be satisfied as promptly as possible and to obtain all consents and
approvals necessary for the due and punctual performance of this Agreement and
for the satisfaction of the conditions hereof.

8.2.2 CONDUCT OF BUSINESS. Purchaser shall conduct its
business and affairs in relation to the Business for the period preceding the
Closing Date in such manner as to minimize any adverse impact or impression the
transactions contemplated by this Agreement may foreseeably have on the
employees of Seller.

9
<PAGE> 10

9. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of
Purchaser to perform and observe the covenants, agreements and conditions hereof
to be performed and observed by it at the Closing shall be subject to the
satisfaction of the following conditions, any one or more of which may be waived
by Purchaser. If any one of the following conditions precedent is not fully
satisfied or waived by Purchaser, by the applicable dates set forth below,
Purchaser may elect to terminate this Agreement:

9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of Seller and Ride contained
herein shall have been true when made and shall be true on and as of the Closing
Date with the same force and effect as if again made on and as of such date, and
Seller shall have performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed and
complied with by it on or prior to the Closing Date.

9.2 SELLER'S CERTIFICATE. Purchaser shall have received a
certificate from Seller, dated the Closing Date, substantially in the form of
Exhibit 9.2 hereto, certifying that all of the conditions set forth in Section 9
to be fulfilled by Seller has been fulfilled and the representations and
warranties of Seller herein are true and correct on and as of the Closing Date
as if again made on and as of the Closing Date.

9.3 CONSENTS; GOVERNMENTAL FILINGS. There shall have been
obtained, in writing, all consents and approvals which the Schedules to this
Agreement indicate are required to be obtained prior to or on the Closing Date.
All expenses incurred in connection with the obtaining of such consents and
approvals shall be paid by Seller.

9.4 LEGAL PROCEEDINGS. No order of any court or administrative
agency shall be in effect which enjoins, restrains, conditions or prohibits
consummation of this Agreement, and no litigation, investigation or
administrative proceeding shall be pending or threatened which would enjoin,
restrain, condition or prevent consummation of the transactions contemplated by
this Agreement.

9.5 NO ADVERSE CHANGE. Between the date of this Agreement and
the Closing Date, there shall have been no material adverse change in the
business, prospects, assets or results of operation, or in the condition,
financial or otherwise, of Seller.

9.6 FINANCING. Purchaser shall have obtained financing in an
amount and upon such terms as Purchaser, in its sole reasonable business
judgment, deems sufficient to consummate and perform the transactions
contemplated by this Agreement.

10. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of
Seller to perform and observe the covenants, agreements and conditions hereof to
be performed and observed by it at the Closing shall be subject to the
satisfaction of the following conditions, any one or more of which may be
expressly waived in writing by Seller. If any one of the following

10
<PAGE> 11

conditions precedent is not fully satisfied, or waived by Seller, by the
applicable dates set forth below, Seller may elect to terminate this Agreement:

10.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of Purchaser and SMP Australia
contained herein shall have been true when made and shall be true on and as of
the Closing Date with the same force and effect as if again made on and as of
such date. Purchaser shall have performed all obligations and agreements and
complied with all covenants and conditions contained in this Agreement to be
performed and complied with by it on or prior to the Closing Date.

10.2 PURCHASER'S CERTIFICATE. Seller shall have received a
certificate from Purchaser, dated as of the Closing Date, substantially in the
form of Exhibit 10.2 hereto certifying that all of the conditions set forth in
Section 10.1 to be fulfilled by Purchaser have been fulfilled and the
representations and warranties of Purchaser herein are true and correct on and
as of the Closing Date as if again made on and as of the Closing Date.

10.3 GOVERNMENTAL FILINGS. All filings and applications required
by applicable law to be made with or to any governmental entity in connection
with the transactions contemplated by this Agreement shall have been made and
all waiting periods specified by applicable law shall have expired or been
earlier terminated without there being any continuing objection to the
transactions contemplated hereby.

10.4 LEGAL PROCEEDINGS. No order of any court or administrative
agency shall be in effect which enjoins, restrains, conditions or prohibits
consummation of this Agreement, and no litigation, investigation or
administrative proceeding shall be pending or threatened which would enjoin,
restrain, condition or prevent consummation of this Agreement.

10.5 FINANCING. Purchaser shall have obtained financing in an
amount and upon such terms as Seller, in its sole reasonable business judgment,
deems sufficient to consummate and perform the transactions contemplated by this
Agreement.

11. INDEMNIFICATION AND SURVIVAL OF WARRANTIES.

11.1 INDEMNIFICATION.

11.1.1 BY SELLER AND RIDE. Seller and Ride agree to
indemnify Purchaser and to hold Purchaser harmless against and in respect of any
and all losses, damages, costs and expenses, including reasonable attorneys' and
accountants' fees incurred by Purchaser by (i) reason of a breach of any of the
representations, warranties, covenants or agreements made by Seller in this
Agreement, or in any other instrument or agreement related hereto or executed in
connection herewith, or in any written statement or certificate delivered to
Purchaser or any agent

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<PAGE> 12

of Purchaser in connection with this Agreement or the transactions contemplated
hereby or (ii) operation of Article 6 of the Uniform Commercial Code as codified
in Washington. As used in this Section 11.1.1, the term "Purchaser" shall
include each officer, director and shareholder of Purchaser.

11.1.2 BY PURCHASER. Purchaser agrees to indemnify and
to hold Seller harmless against and in respect of any and all losses, damages,
costs and expenses, including reasonable attorneys' and accountants' fees,
incurred by Seller by reason of a breach of any of the representations,
warranties, covenants or agreements made by Purchaser in this Agreement, or in
any other instrument or agreement related hereto or certificate delivered to
Seller in connection with this Agreement or the transactions contemplated
hereby. As used in this Section 11.1.2, the term "Seller" shall include each
officer, director and shareholder of Seller.

11.1.3 NOTICE. The party entitled to indemnification
hereunder (the "Indemnitee") shall promptly notify in writing the party against
whom indemnification is sought hereunder (the "Indemnitor") of any matters which
may give rise to the right to indemnification hereunder.

11.1.4 CLAIMS. If the Indemnitee is threatened with any
claim or any claim is presented to, or any action or proceeding commenced
against, the Indemnitee which may give rise to the right of indemnification
hereunder, the Indemnitee will promptly give written notice thereof to the
Indemnitor. The Indemnitor, by delivery of written notice to the Indemnitee
within twenty (20) days of receipt of written notice for indemnity from the
Indemnitee, may elect to contest such claim, action or proceeding, in which
event such contest shall lie conducted in such manner as the Indemnitor deems
necessary or advisable; provided, however, that (a) such written notice shall be
accompanied by a written acknowledgment of the Indemnitor's liability for the
indemnified liabilities and any further loss, damage or expense that the
Indemnitee might suffer as a result of the election to contest such claim,
action or proceeding, (b) the counsel undertaking the defense of such claim,
action or proceeding shall be reasonably acceptable to the Indemnitee, and (c)
if the Indemnitee requests in writing that such claim, action or proceeding not
be contested, then it shall not be contested but shall also not be covered by
the indemnities provided herein. The Indemnitor shall not have the right to
settle an indemnifiable matter except with the consent of the Indemnitee which
shall not be unreasonably withheld, after delivering a written description of
the proposed settlement to, and receiving consent from, the Indemnitee and, if
the Indemnitor is able to achieve such settlement, the Indemnitor may satisfy
its obligations with respect to such indemnified liabilities by consummating
such settlement. If the Indemnitor does not elect to contest an indemnifiable
matter, the Indemnitee shall have the right to prosecute, defend, compromise,
settle or pay any claim, but the Indemnitee shall not be obligated to do so. The
Indemnitee and the Indemnitor shall cooperate with each other in connection with
any matter or claim for indemnification.

11.1.5 EFFECT OF FAILURE TO GIVE NOTICE. Failure to give
any notice shall not affect an Indemnitee's right to indemnity except to the
extent the Indemnitor has been prejudiced thereby.

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<PAGE> 13

11.2 SURVIVAL. Notwithstanding any investigation made by Seller
or Purchaser, the representations and warranties of Seller and of Purchaser
contained in this Agreement and all statements contained in any certificate or
other instrument delivered by Seller or Purchaser pursuant to this Agreement or
in connection with the transactions contemplated hereby (which shall be deemed
to be representations and warranties of such party hereunder) shall survive the
Closing only until the first anniversary of the Closing Date.

11.3 MINIMUM. Notwithstanding any other provision in this
Section 11, an Indemnitee shall be entitled to indemnification for losses,
damages, costs and expenses only if and to the extent the aggregate
indemnifiable amount (but not as to each occasion) exceeds Ten Thousand Dollars
(U.S. $10,000).

11.5 NONEXCLUSIVE. The rights, powers and remedies of the
parties under this Agreement are cumulative and not exclusive of any other
right, power or remedy which such parties may have under any other agreement or
law. No single or partial assertion or exercise of any right, power or remedy of
a party hereunder shall preclude any other further assertion or exercise
thereof.

11.6 DISPUTE RESOLUTION. In the event of a dispute between the
parties in connection with this Agreement and any Exhibit or other instrument
required to give effect to the provisions hereof, such dispute shall be
submitted to mediation for resolution before an impartial mediator experienced
in commercial matters generally, and who is mutually agreeable to the parties.
The mediation shall be held in Seattle or San Diego pursuant to Washington or
California law, as the case may be, the decision thereof shall be binding and
enforceable in a court of competent jurisdiction, and the costs thereof shall be
awarded to the substantially prevailing party. Nothing contained within this
paragraph shall require Seller to commence mediation as provided for in this
paragraph in the event Seller avails itself of its foreclosure rights on
Seller's security interest in the Property in conformance with the provisions of
Paragraph 4.4 above.

12. TERMINATION. This Agreement may be terminated at any time prior to
the Closing Date by the mutual written consent of Seller and Purchaser or by the
non-breaching party in the event of a breach of a representation, warranty or
covenant, and may be terminated at the election of either party if the Closing
has not occurred prior to October 30, 1998; provided, however, that the right to
terminate this Agreement under this clause shall not be available to the party
whose failure to fulfill any obligation under this Agreement has been the cause
or resulted in the failure of the Closing to occur on or before the date
specified in Section 3.1.

13. NOTICES. Any notice or demand desired or required to be given
hereunder shall be in writing and deemed given when personally delivered, or
deposited in the mail, postage prepaid, sent certified or registered, or
delivered to an overnight carrier or sent by facsimile and addressed as
respectively set forth below or to such other address as any party shall have
previously designated by such a notice. Any notice so delivered personally, by
U.S. or

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<PAGE> 14

Australian Postal Service, by overnight carrier or by facsimile shall be deemed
to be received on the date of delivery to such carrier or on the date of
electronic confirmation of transmission if by facsimile. Notices shall be sent
as follows:

TO SELLER:

SMP Clothing, Inc.
8160 304th Avenue, SE
Preston, Washington 98050
Attention: David H. Davis
(tel) 425-222-8275
(fax) 425-222-6379

with a copy to:

Summit Law Group
1505 Westlake Avenue North
Suite 300
Seattle, Washington 98109
Attention: Michael J. Erickson
(tel) 206-281-9881
(fax) 206-281-8892

TO PURCHASER:

Eugene King
SMP Clothing [International] PTY Ltd.
Fourth Floor, 1199 Kippax St.
Surry Hills N.S.W.
Australia 2010
(tel) 61 2 9281 1106
(fax) 61 2 9281 1107

with a copies to:

Eugene King Warwick Colbron
SMP Clothing PTY Ltd. Suites 1903 & 514, Eastpoint Tower
Fourth Floor 180 Ocean Street
1199 Kippax St. Edgecliff, N.S.W.
Surry Hills N.S.W. Australia 2027
Australia 2010 (tel) 61 2 9362 3053
(tel) 61 2 9281 1106 (fax)61 2 9327 3533
(fax) 61 2 9281 1107

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<PAGE> 15

Norman Nouskajian
12625 High Bluff Dr., Suite 201
San Diego, CA 92130
(tel) 619-793-2100; (fax) 619-793-2103

14. GENERAL.

14.1 AMENDMENT. The parties hereto may amend, modify or
supplement this Agreement at any time, but only in writing duly executed on
behalf of all parties hereto.

14.2 ENTIRE UNDERSTANDING. The terms set forth in this Agreement
supersede all previous discussions, understandings and agreements between them
with respect to the subject matter hereof, and are intended by the parties as a
final, complete and exclusive expression of the terms of their agreement and may
not be contradicted, explained or supplemented by evidence of any prior
agreement, any contemporaneous oral agreement or any additional terms; provided
Seller shall retain all audit and royalty adjustment rights with respect to SMP
Australia's sales for the period ending June 30, 1998 arising under the License
Agreement.

14.3 WAIVERS. Any terms, covenants, representations, warranties
or agreements of any party hereto may be waived at any time by an instrument in
writing executed by the party for whose benefit such terms exist. The failure of
any party at any time or times to require performance of any provisions hereof
shall in no manner affect its right at a later time to enforce the same. No
waiver by any party of any condition or of any breach of any terms, covenants,
representations, warranties or agreements contained in this Agreement shall be
effective unless in writing, and no waiver in any one or more instances shall be
deemed to be a further or continuing waiver of any such condition or breach in
other instances or a waiver of any other condition or any breach of any other
terms, covenants, representations, warranties or agreements.

14.4 HEADINGS. The headings preceding the text of the Sections
of this Agreement are for convenience only and shall not be deemed parts
thereof.

14.5 [INTENTIONALLY OMITTED].

14.6 BULK SALES. Purchaser hereby waives compliance with the
Bulk Sales laws of the State of California and Seller agrees to indemnify and
hold harmless Purchaser from, and reimburse Purchaser for, any and all claims,
liabilities or obligations that Purchaser may suffer or incur by virtue of such
noncompliance, including reasonable attorneys fees and costs.

14.7 PARTIES IN INTEREST; ASSIGNMENT. All of the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and permitted assigns of the
parties hereto, whether herein so expressed or not. Purchaser may without the
consent of Seller assign its rights hereunder to any corporation controlling,
controlled by or under common control with Purchaser or any general or limited

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<PAGE> 16

partnership in which Purchaser is a general partner, but no such assignment
shall relieve Purchaser from liability for breach of any of its obligations
hereunder, including without limitation, its indemnity obligations set forth in
Section 11 hereof. Neither this Agreement nor any of the rights, interests or
obligations hereunder of any party hereto shall otherwise be assigned without
the prior written consent of the other parties.

14.8 PUBLICITY. Prior to the closing of this Agreement, neither
of the parties hereto shall make or issue, or cause to be made or issued, any
announcement or written statement concerning this Agreement or the transactions
contemplated hereby for dissemination to the general public without the prior
consent of the other party, unless Seller determines on the advice of securities
counsel that disclosure is required by applicable securities laws in which event
Purchaser will give Seller reasonable advance notice of such disclosure.

14.9 ATTORNEYS' FEES. In the event of any action to enforce any
provision of this Agreement, or on account of any default under or breach of
this Agreement, the prevailing party in such action shall be entitled to
recover, in addition to all other relief, from the other party all reasonable
attorneys' fees and costs incurred by the prevailing party in connection with
such action (including, but not limited to, any appeal thereof).

IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.

SELLER:

SMP CLOTHING, INC. RIDE, INC.

By:_______________________________ By:_________________________________
David H. Davis, Secretary David H. Davis, Secretary

PURCHASER:

SMP CLOTHING [INTERNATIONAL] PTY LTD

By:_______________________________
Eugene King, President

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<PAGE> 17

Exhibits

2.3 Promissory Note

3.2.1 Trademark Assignment

9.2 Form of Seller's Certificate

10.2 Form of Purchaser's Certificate

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<PAGE> 18

EXHIBIT 2.3

PROMISSORY NOTE

US $352,884 November 9, 1998
San Diego, California

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned (together,
"Maker"), promises to pay to the order of SMP Clothing, Inc., a Washington
corporation ("Holder") at 8160 - 304th Avenue SE, Preston, Washington, 98050 or
at such other place as Holder may from time to time designate in writing, the
principal sum of US Three Hundred Fifty-Two Thousand Eight Hundred Eighty-Four
Dollars and No/100 US Dollars (US$352,884), together with interest on the unpaid
principal balance thereof, as provided below.

2. Interest. The outstanding principal balance of this Note shall bear
interest at the rate of two percent (2%) per month from the date hereof until
paid in full (the "Interest Rate"). Interest shall be computed on a daily basis
and shall be fully due and payable on the Maturity Date..

3. Payment. Maker shall pay the principal and interest and any fees
and costs required under this Note in installments each in denominations of not
less than Twenty Thousand and No/100 Dollars ($20,000.00) as follows:

3.2 Method of Payment. Maker shall make all payments required
hereunder by wire transfer in same day funds to the following account
or such other account as Holder may designate to Maker in writing:
Bank of America, #121000358, CIT Group/Credit, #1233055591, Reference:
SMP - RIDE.

3.3 Application of Payments. All payments shall be applied
first to any fees and costs due hereunder, then to the unpaid
principal balance and finally to accrued and unpaid interest.

4. Default. If Maker defaults under the terms of that certain
Intellectual Property Purchase Agreement of even date ("Assignment Agreement"),
between SMP Clothing [International] PTY Ltd., SMP Clothing, Inc. and Holder,
which among other things secures the indebtedness of Maker to Holder evidenced
hereby, upon ten (10) days written notice thereof to Maker, or any time
thereafter, at the option of Holder, without demand or further notice, the
outstanding balance of this Note, together with all interest accrued thereon and
all costs and expenses due under this Note shall become immediately due and
payable and shall bear interest at the Interest Rate, plus five percent (5%)
(the "Default Rate"), until paid in full, and all liens given to secure the
payment thereof, including without limitation, all liens provided by and created
under the Assignment Agreement, may be immediately foreclosed; provided such
foreclosure shall be deemed to satisfy in full the then outstanding obligations
evidenced hereby. Failure to exercise this option, or any other right Holder may
in such event be entitled to, shall not constitute a waiver of the right to
exercise such option or any other right in the event of any subsequent default.

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<PAGE> 19

5. Attorneys' Fees and Costs. If this Note is placed in the hands of
an attorney for collection, Maker promises to pay Holder's reasonable attorneys'
fees and all costs actually incurred in the collection process. Such fees and
costs shall become part of the indebtedness evidenced by this Note, and shall
bear interest at the Default Rate.

6. Prepayment. Maker may prepay all or any portion of the sums due
under this Note without notice or penalty.

7. Security. This Note is secured by a security interest in the
Property, as that term is defined in the Intellectual Property Agreement.

8. Purpose. Maker represents and warrants to Holder that all sums
owing under this Note are solely intended for a business purpose, and not for
consumer or household purposes.

9. Liability. Maker shall be jointly and severally liable for all
obligations arising hereunder. Maker hereby waives demand, presentment for
payment, protest and notice of protest and of nonpayment and agrees that any
modification or extension of the terms of payment made by Holder, with or
without notice, at the request of Maker or otherwise, or any release of all or
any portion of the security from the lien of Holder's security interest therein,
shall not diminish or impair Maker's liability for the payment of all amounts
due hereunder.

10. Successors. All of the covenants, provisions and conditions herein
contained are made on behalf of and shall apply to and bind the respective
officers, directors, shareholders, employees, heirs, personal representatives,
estates, marital communities, trustees, agents, successors, and assigns of Maker
and Holder, however in no case shall personal liability attach to any said
person, firm or entity beyond that arising under applicable for profit
corporation statutory provisions.

S.M.P. Clothing PTY Ltd.

By:_______________________________
Eugene King, President

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<PAGE> 20

EXHIBIT 3.2.1

TRADEMARK ASSIGNMENT

WHEREAS, SMP Clothing, Inc., a Washington corporation ("SMP"), is the
owner of the entire right, title, and interest in those certain United States
trademarks and designs identified as follows (together, "Trademarks");

c) , and

WHEREAS, _______________, a California corporation ("Purchaser"), is
desirous of acquiring the entire right and title to and interest in the
Trademarks;

NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, SMP hereby assigns and transfers to Purchaser all of its
right, title, and interest in and to the Trademarks (and designs, if
applicable), said registrations, and any and all modifications and assignments
thereof, the Trademarks and the respective registrations on the Trademarks to be
held and enjoyed by Purchaser as entirely as the same would have been held and
enjoyed by SMP had this assignment and transfer not been made.

Executed this ______ day of _________________, 1998.

SMP CLOTHING, INC.

____________________________________
David H. Davis, Secretary

STATE OF ___________________________ )
) ss.
COUNTY OF __________________________ )

I certify that I know or have satisfactory evidence that David H. Davis
is the Secretary of SMP Clothing, Inc., the corporation that executed the within
and foregoing instrument, and said person acknowledged that the said instrument
is the free and voluntary act and deed of said corporation, for the uses and
purposes set forth therein, and on oath stated that he is authorized to execute
said instrument.

Dated:______________________ ____________________________________
Signature

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<PAGE> 21

EXHIBIT 9.2

SELLER'S CERTIFICATE

The undersigned, David H. Davis, does hereby certify that:

1. I am the duly elected and acting Secretary of SMP Clothing, Inc., a
party to that certain Intellectual Property Purchase Agreement ("Agreement"),
dated as of November 2, 1998, by and between Seller, Ride, and SMP Clothing
[International] PTY Ltd, as those terms are defined in the Agreement, and I am
authorized by SMP to execute and deliver this Certificate pursuant to Section
9.2 of the Agreement.

2. The representations and warranties of Seller and Ride contained in
the Agreement are true and correct of the date hereof as though such
representations and warranties are made on the date hereof.

3. Seller has performed and complied with all of the obligations,
agreements, covenants and conditions contained in the Agreement to be performed
or complied with by SMP on or prior to the date hereof.

DATED: __________________, 1998.

SMP CLOTHING, INC.

____________________________________
David H. Davis, Secretary

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<PAGE> 22

EXHIBIT 10.2

PURCHASER'S CERTIFICATE

The undersigned, Eugene King, does hereby certify that:

1. I am the duly elected and acting President of S.M.P. Clothing
[International] PTY Ltd., a party to that certain Intellectual Property Purchase
Agreement ("Agreement"), dated as of November 2, 1998, by and between Seller,
Ride, and SMP Clothing [International] PTY Ltd., as those terms are defined in
the Agreement, and I am authorized by SMP to execute and deliver this
Certificate pursuant to Section 9.2 of the Agreement.

2. The representations and warranties of Purchaser contained in the
Agreement are true and correct of the date hereof as though such representations
and warranties are made on the date hereof.

3. Purchaser has performed and complied with all of the obligations,
agreements, covenants and conditions contained in the Agreement to be performed
or complied with by Purchaser on or prior to the date hereof.

DATED: __________________, 1998.

SMP CLOTHING [INTERNATIONAL] PTY LTD.

_____________________________________
Eugene King, President

<PAGE> 1

EXHIBIT 10.83

ASSET PURCHASE AGREEMENT

BETWEEN

S.M.P. CLOTHING PTY LTD.,

SMP [U.S.A.] INC., RIDE, INC.

AND

SMP CLOTHING, INC.

DATED AS OF NOVEMBER 2, 1998

<PAGE> 2

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of November
2, 1998 by and among SMP CLOTHING, INC., a Washington corporation ("Seller"),
RIDE, INC., a Washington corporation ("Ride"), SMP [U.S.A.] INC., a California
corporation ("Purchaser"), and S.M.P. CLOTHING PTY LTD., an Australian
corporation ("SMP Australia").

RECITALS

A. Seller is a designer, manufacturer and marketer of surf, skate,
motocross, snowboard and casual fashion apparel and related accessories.

B. Purchaser is a designer, manufacturer and marketer of related
apparel.

C. Seller desires to sell and assign to Purchaser, and Purchaser desires
to purchase and assume from Seller, certain of the assets and liabilities of
Seller on the terms and conditions provided herein.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser and Seller hereby agree as follows:

1. DEFINITIONS. For the purposes of this Agreement:

"Assets" shall have the meaning given it in Section 2.1 hereof.

"Assumed Liabilities" shall have the meaning given it in Section 2.3
hereof.

"Business" shall mean the business as a going concern of Seller as
conducted through the Closing Date and that portion of Purchaser's business
attributable to the Assets subsequent to the Closing Date.

"Closing" shall mean consummation of the transactions contemplated in
Section 3 hereof.

"Closing Date" shall mean the date on which Closing is to occur,
determined as provided in Section 3.1 hereof.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

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<PAGE> 3

"Excluded Assets" shall have the meaning given it in Section 2.2 hereof.

"Excluded Liabilities" shall have the meaning given it in Section 2.4
hereof.

"Indemnitee" shall have the meaning given it in Section 9.1.3 hereof.

"Indemnitor" shall have the meaning given it in Section 9.1.3 hereof.

"Intellectual Properties" shall mean all rights in and to the
trademarks, service marks, and logos identified on Schedule A to the disclosure
memorandum to that certain Intellectual Property Purchase Agreement of even
date, between Seller, Ride and SMP Clothing [International] PTY Ltd., including
all domestic and foreign registrations and common law rights therein, goodwill
of the business symbolized by and associated with such trademarks, contract
rights under current and pending trademark license agreements, service marks and
logos, and any copyrights, patents and other intellectual properties, including
all domestic and foreign registrations and common law rights therein, if any,
owned by Seller and used in connection with its business.

"Lease" shall have the meaning given it in Section 4.5 hereof.

"Person" shall mean any natural person, corporation, partnership, joint
venture, association, organization, other entity or governmental or regulatory
authority.

"Property" shall mean all property, of whatever kind or description,
owned by Seller or used in connection with its business; all trade secrets and
other proprietary rights and information; structures; trade fixtures; equipment;
machinery; contract rights and general intangibles; records, documents,
inventory, finished goods, raw materials and good will; but excluding the
Intellectual Property.

"Purchase Price" shall have the meaning given it in Section 2.5 hereof.

"Purchaser" shall mean SMP [U.S.A.] Inc., a California corporation.

"Real Estate" shall mean that certain parcel of improved real property,
situate in Chula Vista, California, the subject of the Lease.

"Ride" shall mean Ride, Inc., a Washington corporation.

"Seller" shall mean SMP Clothing, Inc., a Washington corporation.

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<PAGE> 4

"SMP Australia" shall mean S.M.P. Clothing PTY Ltd., an Australian
corporation.

2. THE ACQUISITION.

2.1 PURCHASE OF THE ASSETS. Subject to the terms and conditions
of this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller
hereby agrees to sell to Purchaser, on the Closing Date, all Property other than
the Excluded Assets, including without limitation, the assets set forth on
Schedule 2.1 to the Disclosure Memorandum (the "Assets").

2.2 EXCLUDED ASSETS. Seller shall not transfer to Purchaser and
Purchaser shall not acquire the following assets (the "Excluded Assets"), which
are specifically excluded from the Assets:

2.2.1 CASH AND CASH EQUIVALENTS. Seller's cash, bank
deposits or similar cash or cash equivalent items existing as of operation of
Seller's business as of the Closing Date, whether or not arising from the
operation of the Business.

2.2.2 ACCOUNTS RECEIVABLE. Seller's accounts receivable
and intercompany accounts as they appear on the books of Seller as of the close
of business on the Closing Date.

2.2.3 PREPAID EXPENSES. All prepaid expenses of Seller
as they appear on the books of Seller as of the Closing Date.

2.2.4 INTELLECTUAL PROPERTY. The Intellectual Property
as defined herein.

2.3 ASSUMED LIABILITIES. Subject to the terms and conditions of
this Agreement, Seller hereby assigns, transfers and sets over to Purchaser all
of its rights, benefits, duties and obligations and Purchaser hereby agrees to
assume, pay, perform and fully discharge all of the liabilities, agreements and
undertakings of Seller listed on Schedule 2.3 to the Disclosure Memorandum
(together, the "Assumed Liabilities").

2.4 EXCLUDED LIABILITIES. Except for the Assumed Liabilities,
Purchaser shall not assume any liabilities, fixed, contingent or otherwise, of
Seller as of the Closing Date.

2.5 PURCHASE PRICE. Subject to the terms and conditions of this
Agreement, in full consideration for the Assets, and in addition to Purchaser's
assumption of the Assumed Liabilities, Purchaser shall pay to Seller the
"Purchase Price" in the sum identified on Schedule 2.5 to the Disclosure
Memorandum, consisting of the aggregate values of the fixed assets, future
royalty obligations, order backlog and goodwill of the Business, all as
identified on such Schedule. Seller shall pay any and all applicable personal
property and/or related sales tax in connection with this Agreement and the
Intellectual Property Agreement.

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<PAGE> 5

2.6 METHOD OF PAYMENT. The Purchase Price shall be paid in the
form at Closing in the total amount of One Million Four Hundred Seventy-Eight
Thousand Five Hundred Twenty-Eight and No/100 US Dollars (US1,478,528) comprised
of two promissory notes ("Notes") in substantially the forms attached as Exhibit
2.6a and Exhibit 2.6b for the respective principal sums of One Million Four
Hundred Eleven Thousand One Hundred Twenty-Seven and No/100 US Dollars
($1,411,127) and Sixty-seven Thousand Four Hundred One and No/100 US Dollars
(US$67,401). Payment of the Notes shall be made in conformance with the
provisions thereof, all of which provisions are incorporated herein by this
reference as though fully set forth.

3. CLOSING.

3.1 TIME AND PLACE OF CLOSING. The Closing shall occur at the
offices of Seller, 1670 Brandywine Avenue, Suite A, Chula Vista, California
91911, at 3:00 pm local time no later than November 2, 1998, or such other time
and place as the parties may otherwise agree in writing but in no event later
than November 2, 1998 (the "Closing Date").

3.2 OBLIGATIONS TO BE PERFORMED AT CLOSING. At Closing:

3.2.1 BILL OF SALE. Seller shall deliver title to the
Assets and control thereof to Purchaser, together with all documents,
instruments and other indicia of ownership and control in and to the Assets,
including such documents within Seller's control giving effect to the transfer
of title therein; provided, that to the extent Seller must temporarily retain
possession of the original form of any such documentation for governmental
filings, Seller shall provide copies of such documents to Purchaser certified to
be true and correct. Seller shall execute and deliver a Bill of Sale
substantially in the form attached hereto as Exhibit 3.2.1.

3.2.2 PLEDGE; DEFAULT; REMEDIES.

3.2.2.1 PLEDGE. For and in security for the
full payment and performance of all sums due under the three (3) promissory
notes ("Notes") of even date made by Maker for the benefit of Seller or holder
in the respective principal sums of Three Hundred Fifty-Two Thousand Eight
Hundred Eighty-Four and No/100 US Dollars (US$352,884), One Million Four Hundred
Eleven Thousand One Hundred Twenty-Seven and No/100 US Dollars (US$1,411,127)
and Sixty-seven Thousand Four Hundred One and No/100 US Dollars (US$67,401),
under this Agreement and the Intellectual Property Purchase Agreement, Purchaser
hereby grants and conveys to Seller a security interest in all of the Property
and Purchaser's accounts and proceeds therefrom (collectively "accounts"),
excepting therefrom any of Purchaser's cash derived in excess of the release
provisions of Section 3.2.4 below. Subject to the provisions of Paragraph 3.2.4
below, Purchaser agrees not to sell, hypothecate, pledge, assign or encumber the
Property in any manner to any Person until such time as all sums due under the
Notes, this Agreement and the Intellectual Property Purchase Agreement are paid
and satisfied in full. Seller and CIT shall immediately release their liens
against the Property upon full payment of all sums due and owing under the
Notes.

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<PAGE> 6

3.2.2.2 DEFAULT. Purchaser shall be in default
of this Agreement in the event any one of the following occurs:

(a) Maker fails to pay when due any sum
required to be paid under the Notes and the Intellectual Property Purchase
Agreement, or Purchaser fails to pay when due any sum required to be paid under
this Agreement, and such failure, in each instance, remains uncured for a period
of ten (10) days from the date written notice of nonpayment by Maker is
delivered to Purchaser;

(b) Maker or Purchaser files for
protection from its respective creditors under applicable bankruptcy laws, is
adjudged bankrupt by a court of competent jurisdiction, or makes a general
assignment of its assets to its respective creditors;

(c) Purchaser breaches a material term
of this Agreement or Maker breaches a material term of the Intellectual Property
Purchase Agreement and such breach, in each instance, remains uncured for a
period of ten (10) days from the date notice of breach is delivered to Purchaser
or Maker, as the case may be; or

(d) Purchaser licenses all or any
portion of the Property in violation of Section 5 of the Intellectual Property
Purchase Agreement.

3.2.2.3 REMEDIES. In the event of a default
under Section 3.2.2.2 hereof, Seller may, upon ten (10) days written notice to
Maker and Purchaser, terminate this Agreement, immediately foreclose on Seller's
security interest in the Property without judicial process. In the event of such
foreclosure, all right, ownership and interest in and to the Property shall
revert to Seller. Seller's foreclosure option, if exercised by Seller, shall be
in lieu of all other remedies for nonpayment of sums due under the Notes, this
Agreement and the Intellectual Property Purchase Agreement.

3.2.3 EXECUTION OF NOTES. Purchaser and SMP Australia
shall execute and deliver the Notes to Seller.

3.2.4 RELEASE OF LIEN. Seller, for its own account, and
Seller's Lender, CIT Group/Credit Finance, Inc. ("CIT"), shall partially or
fully release (collectively "release") their blanket security interest in the
Assets and Property, from time to time, as the case may be, as set forth in this
paragraph. Seller shall use its best endeavors and do all things reasonably
necessary to cause CIT to partially or fully release its blanket security
interest in the Assets and Property in conformity with this paragraph.

(a) PROPERTY. The release of the blanket
security interest in the Property shall be made upon Purchaser's full payment of
the Purchase Price relating to each item comprising the Property.

(b) FIXED ASSETS. The release of the blanket
security in the Fixed Assets shall be made upon Purchaser's payment under this
Agreement to the extent of the relevant assigned appraisal value designated to
each specific item of the Fixed Assets as stated in

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<PAGE> 7

the certified appraisal of Carl Munzig dated August 20, 1998 initialed by the
parties to this Agreement.

(c) INVENTORY. Seller and CIT shall release its
security interest in the Inventory upon the sale of items of Inventory so long
as such sales of Inventory do not exceed (without the written consent of Seller,
which shall not be unreasonably withheld) the amount specified in the Payment
Schedule within each payment period specified in each Promissory Note attached
to this Agreement .

3.2.5 FURTHER ASSURANCES. Each of the parties shall
execute all other documents and take such other actions as are required by other
covenants contained in this Agreement or that are otherwise reasonably necessary
to carry out the terms of this Agreement and consummate the transactions
contemplated hereby.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND RIDE. To induce
Purchaser to enter into and perform this Agreement, Seller and Ride each
represents and warrants to Purchaser as follows:

4.1 LEGAL STATUS OF SELLER. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Washington, and it has all requisite power and authority to lease and operate
its properties and assets and carry on the business as it is now conducted.
Seller is duly qualified to transact business as a corporation and is in good
standing in all jurisdictions in which the failure to be so qualified would
result in a material liability to Seller or have a material adverse effect upon
the business of Seller. Seller has full power and authority to execute, deliver
and perform this Agreement. Seller is a wholly-owned subsidiary of Ride.

4.2 DUE AUTHORIZATION AND EXECUTION. This Agreement has been
duly authorized, executed and delivered by Seller and is a legal, valid and
binding obligation of Seller, enforceable in accordance with its terms, except
as enforcement may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors' rights generally or (ii) general principles of equity (regardless of
whether such principles are considered in a proceeding in equity or at law).
Except with respect to the Lease, which representation is described in Section
4.5 hereof, this Agreement does not constitute a breach or violation of any
agreement of either Seller or Ride.

4.3 TITLE TO THE PURCHASED ASSETS. Seller has good and
marketable title to the Assets, free and clear of any liens, mortgages, pledges,
encumbrances, security interests, restrictions, covenants, adverse claims and
charges of any kind other than those set forth on Schedule 4.3 to the Disclosure
Memorandum.

4.4 NATURE AND CONDITION OF ASSETS. The description of the
Assets set forth on Schedule 2.1 to the Disclosure Memorandum is an accurate and
complete description of all material Assets used in the conduct of the Business,
except for the Excluded Assets. The Assets

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<PAGE> 8

are in good condition and repair, except for normal wear and tear, and are
adequate for the uses to which each is being put by Seller. Except as disclosed
on Schedule 4.4 to the Disclosure Memorandum, all inventories of finished goods,
work in process, parts and supplies are, to the best knowledge of Seller, of
good and merchantable quality, saleable or useable in accordance with customary
business practices within a reasonable period of time in the ordinary course of
business.

4.5 LEASES. The lease ("Lease") creating Seller's leasehold
interests in the Real Estate is described on Schedule 4.5 to the Disclosure
Memorandum. Other than the Lease, there are no leases, subleases, tenancies or
licenses of any portion of the Real Estate. Except as disclosed on Schedule 4.5
to the Disclosure Memorandum, the Lease is valid, in full force and effect and
there are no existing defaults by Seller, or to Seller's knowledge the Landlord,
and Seller has not received notice of default with respect to the Lease, nor has
there been any event which with the giving of a notice, or the lapse of time, or
both, would constitute a default thereunder.

4.6 LABOR RELATIONS; EMPLOYMENT. Seller is not a party to any
collective bargaining contracts nor any other contracts or understandings with
any labor unions or any other representative of the Seller's employees and no
collective bargaining agreement is currently being negotiated by Seller. Except
as disclosed on Schedule 4.6 to the Disclosure Memorandum, Seller is not a party
to any written employment agreement with any of its officers, directors,
employees, consultants, agents or other persons, and any such agreement is
terminable by Seller at will without penalty or cost to such Person, except as
prohibited by applicable law. Seller maintains no "employee welfare benefit
plan" or "employee pension benefit plan" as such terms are defined under the
Employee Retirement Income Security Act of 1974, as amended.

4.7 ARMS-LENGTH TRANSACTION. The consideration under this
Agreement has been negotiated in good faith, at arms-length and is supported by
valuable consideration, the evaluation and appropriateness thereof having been
dully considered and approved by Seller.

4.8 CLAIMS, PROCEEDINGS. To Seller's actual knowledge, there are
no claims, actions suits, investigations or proceedings, pending or threatened
against Seller before any court or governmental or non-governmental department,
commission, board, agency or instrumentality, or any other person which, if
resolved adversely to Seller, would preclude Seller from satisfying any material
obligation under this Agreement.

4.9 NO BREACH OR VIOLATION. To Seller's actual knowledge, the
execution and performance of this Agreement shall not cause a breach or
violation of any other agreement or covenant of Seller with any third party.

5. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND SMP AUSTRALIA. To
induce Seller to enter into this Agreement, Purchaser and SMP Australia each
represents and warrants to Seller as follows:

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<PAGE> 9

5.1 LEGAL STATUS OF PURCHASER. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California has all requisite corporate power and authority to acquire the
Assets, and to carry on its business as it is now being conducted. Purchaser has
full power and authority to execute, deliver and perform this Agreement.

5.2 DUE AUTHORIZATION AND EXECUTION. This Agreement has been
duly authorized, executed and delivered by Purchaser and is a legal, valid and
binding obligation of Purchaser, enforceable in accordance with its terms,
except as enforcement may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles is relating
to or limiting creditors' rights generally or (ii) general principles of equity
(regardless of whether such principles are considered in a proceeding in equity
or at law).

5.3 LEGAL PROCEEDINGS. There are no claims, actions, suits,
arbitrations, proceedings or investigations pending or, to the best knowledge of
Purchaser after due inquiry, threatened against Purchaser before or by any court
or governmental or non-governmental department, commission, board, bureau,
agency, instrumentality, or any other Person which if resolved adverse to
Purchaser would preclude Purchaser from satisfying any material obligation under
this Agreement.

5.4 ARMS-LENGTH TRANSACTION. The consideration under this
Agreement has been negotiated in good faith, at arms-length and is supported by
valuable consideration, the evaluation and appropriateness thereof having been
dully considered and approved by Purchaser.

5.5 NO BREACH OR VIOLATION. To Purchaser's actual knowledge, the
execution and performance of this Agreement shall not cause a breach or
violation of any other agreement or covenant of Purchaser with any third party.

5.6 EXECUTION AND DELIVERY OF UCC-1 FINANCING STATEMENT. Within
three (3) business days of receipt from Seller of the appropriate UCC-1
Financing Statement describing the Property, Purchaser shall duly execute for
filing with the California Secretary of State and return such document directly
to Seller.

6. COVENANTS OF THE PARTIES.

6.1 COVENANTS OF SELLER. Seller covenants and agrees with
Purchaser to perform and observe the following:

6.1.1 INSPECTION. From the date of this Agreement to and
including the Closing Date, Seller will grant to Purchaser, its representatives,
employees, accountants and attorneys full access to, and the opportunity to
examine, and make copies of, all books, records, documents, instruments and
papers of Seller, and the right during normal business hours to inspect all of
Seller's properties, assets and operations and Seller will cause its agents,

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<PAGE> 10

employees, managers, attorneys and accountants to furnish such additional
information as Purchaser shall from time to time reasonably request.

6.1.2 COOPERATION. Seller and Ride will fully cooperate
with Purchaser and with Purchaser's counsel and accountants in connection with
any steps required to be taken as part of Seller's obligations under this
Agreement. Seller and Ride will each use its best efforts to cause all
conditions to the parties' obligations to effect the Closing under this
Agreement to be satisfied as promptly as reasonably possible and to obtain all
consents and approvals necessary for the due performance of this Agreement and
for the satisfaction of the conditions hereof.

6.1.3 ADVICE OF CLAIMS. From the date of this Agreement
to and including the Closing Date, Seller will promptly advise Purchaser in
writing of the commencement or notice of any claims, litigation or proceedings
against or affecting Seller (and Ride to the extent any such claims relate to
the transactions contemplated by this Agreement and the Intellectual Property
Agreement).

6.1.4 CONDUCT PRIOR TO THE CLOSING. From the date of
this Agreement to and including the Closing Date, except as specifically
provided in this Agreement or otherwise specifically approved in each instance
in writing by Purchaser:

(a) Seller will not knowingly take any action
or, insofar as it is able to do so, suffer to be taken any action which will
cause any representation, warranty or schedule to this Agreement to be untrue at
the Closing Date;

(b) Seller will carry on the Business in the
ordinary course, and Seller shall not institute any materially new methods of
manufacturing, purchasing, selling, leasing, management, accounting or operation
or engage in any transaction or activity, enter into any agreement or make any
commitment, except in the ordinary course of business;

6.1.5 DELIVERY OF PURCHASED ASSETS. Commencing on the
Closing Date and continuing thereafter, Seller shall cause to be delivered into
the possession or control of Purchaser all of the Assets, which shall include,
without limitation, the original copies of contracts and the original copies of
all records, files, documents, correspondence and papers pertaining to the
Assets; provided Seller shall be entitled to retain such records for such
limited period of time as may be required by applicable governmental regulation.

6.1.6 USE OF NAMES. As of the Closing, Seller will
refrain from using "SMP", the SMP delta-Logo, and any similar names or marks as
a trade name, trademark or service mark in connection with any business or
activity, and within thirty (30) days of the Closing Date, Seller will change
its corporate name to a name the parties mutually agree upon. Seller will work
diligently with Purchaser from and after the Closing Date to notify all relevant
parties of the consummation of the transactions contemplated by this Agreement
and the Asset Purchase Agreement.

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<PAGE> 11

6.1.7 FURTHER ACTIONS. Seller shall, at any time and
upon the reasonable request of Purchaser, do, execute, acknowledge and deliver
or shall cause to be done, executed, acknowledged and delivered all such further
acts, assignments, transfers, conveyances, assurances and other instruments as
may be reasonably required for the transferring, conveying, assigning,
delivering, assuring and assisting in collecting and reducing to the possession
of Purchaser of any and all of the Assets.

6.1.9 EMPLOYEES. At the request of Purchaser, Seller
shall assist Purchaser in transitioning employees and retaining any independent
contractors of Seller. Purchaser is under no obligation to hire any employee or
retain any independent contractor of Seller, but is free to do so in its sole
discretion. Seller shall remain solely liable for, and shall indemnify and hold
Purchaser harmless from, all liabilities and obligations, including all wages,
benefits, severance, medical, dental and optical claims, disability payments,
insurance claims of any type or nature, and retirement and vacation benefits, of
Sellers with respect to Seller's past and present employment of all current and
former employees arising or accruing through the Closing Date. With respect to
such employees, Seller shall have sole responsibility for complying with, and
shall retain all liabilities and obligations resulting from any noncompliance
with, the requirements of COBRA, the WARN Act and any termination of employment
caused by reduction in work force, shutdown, plant closure, or other employment
termination or practice in connection with the transactions contemplated by this
Agreement.

6.2 COVENANTS OF PURCHASER.

6.2.1 COOPERATION; BEST EFFORTS. Purchaser and SMP
Australia each covenants and agrees with Seller to fully cooperate with Seller
and with its counsel in connection with any steps required to be taken as part
of Purchaser's obligations under this Agreement. Purchaser and SMP Australia
will each use its best efforts to cause all conditions to the parties'
obligations to effect the Closing under this Agreement to be satisfied as
promptly as possible and to obtain all consents and approvals necessary for the
due and punctual performance of this Agreement and for the satisfaction of the
conditions hereof.

6.2.2 EMPLOYEES. Purchaser shall assume, perform, pay
and indemnify and hold Seller harmless from, any obligations or liabilities to
any employee or independent contractor of the Business arising from or related
to acts and omissions of Purchaser from and after the Closing Date, including
without limitation, all compensation, employer taxes and benefit obligations
arising from and after the Closing Date.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The obligations of
Purchaser to perform and observe the covenants, agreements and conditions hereof
to be performed and observed by it at the Closing shall be subject to the
satisfaction of the following conditions, any one or more of which may be waived
by Purchaser. If any one of the following conditions precedent is not fully
satisfied or waived by Purchaser, by the applicable dates set forth below,
Purchaser may elect to terminate this Agreement:

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<PAGE> 12

7.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of Seller contained herein shall
have been true when made and shall be true on and as of the Closing Date with
the same force and effect as if again made on and as of such date, and Seller
shall have performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed and
complied with by it on or prior to the Closing Date.

7.2 SELLER'S CERTIFICATE. Purchaser shall have received a
certificate from Seller, dated the Closing Date, substantially in the form of
Exhibit 7.2, certifying that all of the conditions set forth in Section 7 to be
fulfilled by Seller has been fulfilled and the representations and warranties of
Seller herein are true and correct on and as of the Closing Date as if again
made on and as of the Closing Date.

7.3 CONSENTS; GOVERNMENTAL FILINGS. There shall have been
obtained, in writing, (a) all consents and approvals which the Schedules to the
Disclosure Memorandum indicate are required to be obtained prior to or on the
Closing Date, and (b) estoppel certificates and consent to sublease from the
lessor(s) of the Real Estate, which consents, approvals and estoppel
certificates shall be in form and substance acceptable to Purchaser (to be
obtained by Seller within twenty [20] days following the Closing Date). All
expenses incurred in connection with the obtaining of such consents, approvals
and estoppel certificates shall be paid by Seller.

7.4 LEGAL PROCEEDINGS. No order of any court or administrative
agency shall be in effect which enjoins, restrains, conditions or prohibits
consummation of this Agreement, and no litigation, investigation or
administrative proceeding shall be pending or threatened which would enjoin,
restrain, condition or prevent consummation of the transactions contemplated by
this Agreement.

7.5 NO ADVERSE CHANGE. Between the date of this Agreement and
the Closing Date, there shall have been no material adverse change in the
business, prospects, assets or results of operation, or in the condition,
financial or otherwise, of Seller.

7.6 DUE DILIGENCE. Purchaser and its representatives,
accountants and legal counsel shall have been afforded full and free access to
corporate books, financial statements, records, contracts, documents, title
reports and other information concerning Seller, the Assets, the Real Estate and
the Property, and to the offices and facilities of Seller, shall have been
afforded an opportunity to ask such questions of and receive answers from
Seller's officers, managers, agents, independent accountants and representatives
concerning the business, Seller's operations, prospects, financial condition,
assets, liabilities, and other relevant matters as they may have deemed
reasonably necessary or desirable, and shall have determined to Purchaser's
satisfaction, in its reasonable discretion, that closing of the transactions
contemplated herein is in Purchaser's best interests.

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<PAGE> 13

7.7 FINANCING. Purchaser shall have obtained financing in an
amount and upon such terms as Purchaser, in its sole reasonable business
judgment, deems sufficient to consummate and perform the transactions
contemplated by this Agreement.

7.8 CIT APPROVAL. CIT will have confirmed in writing to Seller,
in form attached as Schedule 7.8 to the Disclosure Memorandum, CIT's intent to
comply with the steps described in Section 3.2.4.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of
Seller to perform and observe the covenants, agreements and conditions hereof to
be performed and observed by it at the Closing shall be subject to the
satisfaction of the following conditions, any one or more of which may be
expressly waived in writing by Seller. If any one of the following conditions
precedent is not fully satisfied, or waived by Seller, by the applicable dates
set forth below, Seller may elect to terminate this Agreement:

8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of Purchaser contained herein
shall have been true when made and shall be true on and as of the Closing Date
with the same force and effect as if again made on and as of such date.
Purchaser shall have performed all obligations and agreements and complied with
all covenants and conditions contained in this Agreement to be performed and
complied with by it on or prior to the Closing Date.

8.2 PURCHASER'S CERTIFICATE. Seller shall have received a
certificate from Purchaser, dated as of the Closing Date, substantially in the
form of Exhibit 8.2 certifying that all of the conditions set forth in Section
8.1 to be fulfilled by Purchaser have been fulfilled and the representations and
warranties of Purchaser herein are true and correct on and as of the Closing
Date as if again made on and as of the Closing Date.

8.3 GOVERNMENTAL FILINGS. All filings and applications required
by applicable law to be made with or to any governmental entity in connection
with the transactions contemplated by this Agreement shall have been made and
all waiting periods specified by applicable law shall have expired or been
earlier terminated without there being any continuing objection to the
transactions contemplated hereby.

8.4 LEGAL PROCEEDINGS. No order of any court or administrative
agency shall be in effect which enjoins, restrains, conditions or prohibits
consummation of this Agreement, and no litigation, investigation or
administrative proceeding shall be pending or threatened which would enjoin,
restrain, condition or prevent consummation of this Agreement.

8.5 FINANCING. Purchaser shall have obtained financing in an
amount and upon such terms as Seller, in its sole reasonable business judgment,
deems sufficient to consummate and perform the transactions contemplated by this
Agreement.

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8.6 CIT APPROVAL. CIT will have confirmed in writing to Seller,
in form attached as Schedule 7.8 to the Disclosure Memorandum, CIT's intent to
comply with the steps described in Section 3.2.4.

9. INDEMNIFICATION AND SURVIVAL OF WARRANTIES.

9.1 INDEMNIFICATION.

9.1.1 BY SELLER AND RIDE. Seller and Ride agree to
indemnify Purchaser and to hold Purchaser harmless against and in respect of any
and all losses, damages, costs and expenses, including reasonable attorneys' and
accountants' fees incurred by Purchaser by (i) reason of a breach of any of the
representations, warranties, covenants or agreements made by Seller and Ride in
this Agreement, or in any other instrument or agreement related hereto or
executed in connection herewith, or in any written statement or certificate
delivered to Purchaser or any agent of Purchaser in connection with this
Agreement or the transactions contemplated hereby or (ii) operation of Article 6
of the Uniform Commercial Code as codified in Washington. As used in this
Section 9.1.1, the term "Purchaser" shall include each officer, director and
shareholder of Purchaser.

9.1.2 BY PURCHASER AND SMP AUSTRALIA. Purchaser and SMP
Australia agree to indemnify and to hold Seller harmless against and in respect
of any and all losses, damages, costs and expenses, including reasonable
attorneys' and accountants' fees, incurred by Seller by reason of a breach of
any of the representations, warranties, covenants or agreements made by
Purchaser and SMP Australia in this Agreement and the Notes, or in any other
instrument or agreement related hereto or certificate delivered to Seller in
connection with this Agreement, the Notes or the respective transactions
contemplated hereby. As used in this Section 9.1.2, the term "Seller" shall
include each officer, director and shareholder of Seller.

9.1.3 NOTICE. The party entitled to indemnification
hereunder (the "Indemnitee") shall promptly notify in writing the party against
whom indemnification is sought hereunder (the "Indemnitor") of any matters which
may give rise to the right to indemnification hereunder.

9.1.4 CLAIMS. If the Indemnitee is threatened with any
claim or any claim is presented to, or any action or proceeding commenced
against, the Indemnitee which may give rise to the right of indemnification
hereunder, the Indemnitee will promptly give written notice thereof to the
Indemnitor The Indemnitor, by delivery of written notice to the Indemnitee
within twenty (20) days of receipt of written notice for indemnity from the
Indemnitee, may elect to contest such claim, action or proceeding, in which
event such contest shall lie conducted in such manner as the Indemnitor deems
necessary or advisable; provided, however, that (a) such written notice shall be
accompanied by a written acknowledgment of the Indemnitor's liability for the
indemnified liabilities and any further loss, damage or expense that the
Indemnitee might suffer as a result of the election to contest such claim,
action or proceeding, (b) the counsel undertaking the defense of such claim,
action or proceeding shall be reasonably acceptable to the

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<PAGE> 15

Indemnitee, and (c) if the Indemnitee requests in writing that such claim,
action or proceeding not be contested, then it shall not be contested but shall
also not be covered by the indemnities provided herein. The Indemnitor shall not
have the right to settle an indemnifiable matter except with the consent of the
Indemnitee which shall not be unreasonably withheld, after delivering a written
description of the proposed settlement to, and receiving consent from, the
Indemnitee and, if the Indemnitor is able to achieve such settlement, the
Indemnitor may satisfy its obligations with respect to such indemnified
liabilities by consummating such settlement. If the Indemnitor does not elect to
contest an indemnifiable matter, the Indemnitee shall have the right to
prosecute, defend, compromise, settle or pay any claim, but the Indemnitee shall
not be obligated to do so. The Indemnitee and the Indemnitor shall cooperate
with each other in connection with any matter or claim for indemnification.

9.1.5 EFFECT OF FAILURE TO GIVE NOTICE. Failure to give
any notice shall not affect an Indemnitee's right to indemnity except to the
extent the Indemnitor has been prejudiced thereby.

9.2 SURVIVAL. Notwithstanding any investigation made by Seller
or Purchaser, the representations and warranties of Seller and of Purchaser
contained in this Agreement and all statements contained in any certificate or
other instrument delivered by Seller or Purchaser pursuant to this Agreement or
in connection with the transactions contemplated hereby (which shall be deemed
to be representations and warranties of such party hereunder) shall survive the
Closing only until the first anniversary of the Closing Date.

9.3 MINIMUM. Notwithstanding any other provision in this Section
9, an Indemnitee shall be entitled to indemnification for losses, damages, costs
and expenses only if and to the extent the aggregate indemnifiable amount (but
not as to each occasion) exceeds Ten Thousand Dollars (U.S. $10,000).

9.5 NONEXCLUSIVE. The rights, powers and remedies of the parties
under this Agreement are cumulative and not exclusive of any other right, power
or remedy which such parties may have under any other agreement or law. No
single or partial assertion or exercise of any right, power or remedy of a party
hereunder shall preclude any other further assertion or exercise thereof.

9.6 DISPUTE RESOLUTION. In the event of a dispute between the
parties in connection with this Agreement and any Exhibit or other instrument
required to give effect to the provisions hereof, such dispute shall be
submitted to mediation for resolution before an impartial mediator experienced
in commercial matters generally, and who is mutually agreeable to the parties.
The mediation shall be held in Seattle or San Diego pursuant to Washington or
California law, as the case may be, the decision thereof shall be binding and
enforceable in a court of competent jurisdiction, and the costs thereof shall be
awarded to the substantially prevailing party. Nothing contained within this
paragraph shall require Seller to commence mediation as provided for in this
paragraph in the event Seller avails itself of its foreclosure

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rights on Seller's security interest in the Property in conformance with the
provisions of Paragraph 3.2.2.3 above.

10. TERMINATION. This Agreement may be terminated at any time prior to
the Closing Date by the mutual written consent of Seller and Purchaser or by the
non-breaching party in the event of a breach of a representation, warranty or
covenant, and may be terminated at the election of either party if the Closing
has not occurred prior to November 2, 1998; provided, however, that the right to
terminate this Agreement under this clause shall not be available to the party
whose failure to fulfill any obligation under this Agreement has been the cause
or resulted in the failure of the Closing to occur on or before the date
specified in Section 3.1.

11. NOTICES. Any notice or demand desired or required to be given
hereunder shall be in writing and deemed given when personally delivered, or
deposited in the mail, postage prepaid, sent certified or registered, or
delivered to an overnight carrier or sent by facsimile and addressed as
respectively set forth below or to such other address as any party shall have
previously designated by such a notice. Any notice so delivered personally, by
U.S. or Australian Postal Service, by overnight carrier or by facsimile shall be
deemed to be received on the date of delivery to such carrier or on the date of
electronic confirmation of transmission if by facsimile. Notices shall be sent
as follows:

TO SELLER:

SMP Clothing, Inc.
8160 304th Avenue, SE
Preston, Washington 98050
Attention: David H. Davis
(tel) 425-222-8275
(fax) 425-222-6379

with a copy to:

Summit Law Group
1505 Westlake Avenue North
Suite 300
Seattle, Washington 98109
Attention: Michael J. Erickson
(tel) 206-281-9881
(fax) 206-281-8892

TO PURCHASER:

Eugene King

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SMP [U.S.A.] Inc.
Fourth Floor, 1199 Kippax St.
Surry Hills N.S.W.
Australia 2010
(tel) 61 2 9281 1106
(fax) 61 2 9281 1107

with a copies to:

Warwick Colbron Norman Nouskajian
Suites 1903 & 514, Eastpoint Tower 12625 High Bluff Drive
180 Ocean Street Suite 201
Edgecliff, N.S.W. San Diego, CA 92103
Australia 2027 (tel) 619-793-2100
(tel) 61 2 9362 3053 (fax) 619-793-2103
(fax)61 2 9327 3533

12. GENERAL.

12.1 AMENDMENT. The parties hereto may amend, modify or
supplement this Agreement at any time, but only in writing duly executed on
behalf of all parties hereto.

12.2 ENTIRE UNDERSTANDING. The terms set forth in this Agreement
supersede all previous discussions, understandings and agreements between them
with respect to the subject matter hereof, and are intended by the parties as a
final, complete and exclusive expression of the terms of their agreement and may
not be contradicted, explained or supplemented by evidence of any prior
agreement, any contemporaneous oral agreement or any additional terms.

12.3 WAIVERS. Any terms, covenants, representations, warranties
or agreements of any party hereto may be waived at any time by an instrument in
writing executed by the party for whose benefit such terms exist. The failure of
any party at any time or times to require performance of any provisions hereof
shall in no manner affect its right at a later time to enforce the same. No
waiver by any party of any condition or of any breach of any terms, covenants,
representations, warranties or agreements contained in this Agreement shall be
effective unless in writing, and no waiver in any one or more instances shall be
deemed to be a further or continuing waiver of any such condition or breach in
other instances or a waiver of any other condition or any breach of any other
terms, covenants, representations, warranties or agreements.

12.4 HEADINGS. The headings preceding the text of the Sections
of this Agreement are for convenience only and shall not be deemed parts
thereof.

12.5 [INTENTIONALLY OMITTED].

17
<PAGE> 18

12.6 BULK SALES. Purchaser hereby waives compliance with the
Bulk Sales laws of the State of California and Seller agrees to indemnify and
hold harmless Purchaser from, and reimburse Purchaser for, any and all claims,
liabilities or obligations that Purchaser may suffer or incur by virtue of such
noncompliance, including reasonable attorneys' fees and costs.

12.7 PARTIES IN INTEREST; ASSIGNMENT. All of the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the respective successors and permitted assigns of the
parties hereto, whether herein so expressed or not. Purchaser may without the
consent of Seller assign its rights hereunder to any corporation controlling,
controlled by or under common control with Purchaser or any general or limited
partnership in which Purchaser is a general partner, but no such assignment
shall relieve Purchaser from liability for breach of any of its obligations
hereunder, including without limitation, its indemnity obligations set forth in
Section 9 hereof. Neither this Agreement nor any of the rights, interests or
obligations hereunder of any party hereto shall otherwise be assigned without
the prior written consent of the other parties.

12.8 PUBLICITY. Prior to the closing of this Agreement, neither
of the parties hereto shall make or issue, or cause to be made or issued, any
announcement or written statement concerning this Agreement or the transactions
contemplated hereby for dissemination to the general public without the prior
consent of the other party, unless Seller determines on the advice of securities
counsel that disclosure is required by applicable securities laws in which event
Purchaser will give Seller reasonable advance notice of such disclosure.

12.9 ATTORNEYS' FEES. In the event of any action to enforce any
provision of this Agreement, or on account of any default under or breach of
this Agreement, the prevailing party in such action shall be entitled to
recover, in addition to all other relief, from the other party all reasonable
attorneys' fees and costs incurred by the prevailing party in connection with
such action (including, but not limited to, any appeal thereof).

IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.

SELLER:

SMP CLOTHING, INC. RIDE, INC.

By:_______________________________ By:_________________________________
David H. Davis, Secretary David H. Davis, Secretary

18
<PAGE> 19

PURCHASER:

SMP [U.S.A.] INC. S.M.P. CLOTHING PTY LTD.

By:_______________________________ By:_________________________________
Eugene King, President Eugene King, President

19
<PAGE> 20

Exhibits

2.6 Promissory Note

3.2.1 Bill of Sale

7.2 Form of Seller's Certificate

8.2 Form of Purchaser's Certificate

20
<PAGE> 21

EXHIBIT 2.6a

PROMISSORY NOTE

US $1,411,127 November 9, 1998
San Diego, California

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned (together,
"Maker"), promises to pay to the order of SMP Clothing, Inc., a Washington
corporation ("Holder") at 8160 - 304th Avenue SE, Preston, Washington, 98050 or
at such other place as Holder may from time to time designate in writing, the
principal sum of US One Million Four Hundred Eleven Thousand One Hundred
Twenty-Seven and No/100 US Dollars (US$1,411,127), together with interest on the
unpaid principal balance thereof, as provided below.

3. Payment. Maker shall pay the principal and interest and any fees and
costs required under this Note in installments each in denominations of not less
than Twenty Thousand and No/100 Dollars ($20,000.00) as follows:

3.1 Principal and Interest Payments. Principal and interest
shall be payable in so many installments as Maker may elect; provided
the entire obligation due Holder hereunder shall be due, payable and
satisfied by Maker on or before March 1, 1999 ("Maturity Date").
Notwithstanding the foregoing, Maker shall make a principal payment of
Five Hundred Thousand and No/100 US Dollars (US$500,000) on or before
December 31, 1998, Three Hundred Seventeen Thousand Four Hundred One and
No/100 US Dollars (US$317,401) on or before January 31, 1999 and Two
Hundred Sixty-Four Thousand Eleven Dollars (US$264,011) on or before
February 28, 1999.

3.2 Method of Payment. Maker shall make all payments required
hereunder by wire transfer in same day funds to the following account or
such other account as Holder may designate to Maker in writing: Bank of
America, #121000358, CIT Group/Credit, #1233055591, Reference: SMP -
RIDE.

3.3 Application of Payments. All payments shall be applied first
to any fees and costs due hereunder, then to the unpaid principal
balance and finally to accrued and unpaid interest.

21
<PAGE> 22

satisfy in full the then outstanding obligations evidenced hereby. Failure to
exercise this option, or any other right Holder may in such event be entitled
to, shall not constitute a waiver of the right to exercise such option or any
other right in the event of any subsequent default.

5. Attorneys' Fees and Costs. If this Note is placed in the hands of an
attorney for collection, Maker promises to pay Holder's reasonable attorneys'
fees and all costs actually incurred in the collection process. Such fees and
costs shall become part of the indebtedness evidenced by this Note, and shall
bear interest at the Default Rate.

6. Prepayment. Maker may prepay all or any portion of the sums due under
this Note without notice or penalty.

7. Security. This Note is secured by a security interest in the
Property, as that term is defined in the Intellectual Property Agreement.

8. Purpose. Maker represents and warrants to Holder that all sums owing
under this Note are solely intended for a business purpose, and not for consumer
or household purposes.

MAKER:

SMP [U.S.A.] INC. S.M.P. Clothing PTY Ltd.

By:_______________________________ By:_________________________________
Eugene King, President Eugene King, President

22
<PAGE> 23

EXHIBIT 2.6b

PROMISSORY NOTE

US $67,401 November 9, 1998
San Diego, California

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned (together,
"Maker"), promises to pay to the order of SMP Clothing, Inc., a Washington
corporation ("Holder") at 8160 - 304th Avenue SE, Preston, Washington, 98050 or
at such other place as Holder may from time to time designate in writing, the
principal sum of US Sixty-seven Thousand Four Hundred One and No/100 Dollars (US
$67,401.00), together with interest on the unpaid principal balance thereof, as
provided below.

2. Interest. The outstanding principal balance of this Note shall not
bear interest; provided no default in payment under Section 4 hereof exists:

3. Payment. Maker shall pay the principal as follows:

3.1 Principal Payments. Principal shall be payable in so many
installments as Maker may elect; provided the entire obligation due
Holder hereunder shall be due, payable and satisfied by Maker on or
before January 31, 1999 ("Maturity Date").

3.2 Method of Payment. Maker shall make all payments required
hereunder by wire transfer in same day funds to the following account or
such other account as Holder may designate to Maker in writing: Bank of
America, #121000358, CIT Group/Credit, #1233055591, Reference: SMP -
RIDE.

3.3 Application of Payments. All payments shall be applied first
to any fees and costs due hereunder, then to reduction of the then
unpaid principal balance.

4. Default. If Maker defaults under the terms of that certain
Intellectual Property Purchase Agreement of even date ("Assignment Agreement"),
between SMP Clothing [International] PTY Ltd., SMP Clothing, Inc. and Holder,
which among other things secures the indebtedness of Maker to Holder evidenced
hereby, upon ten (10) days written notice thereof to Maker, or any time
thereafter, at the option of Holder, without demand or further notice, the
outstanding balance of this Note, together with all interest accrued thereon and
all costs and expenses due under this Note shall become immediately due and
payable and shall bear interest at the rate of five percent (5%) per month (the
"Default Rate"), until paid in full, and all liens given to secure the payment
thereof, including without limitation, all liens provided by and created under
the Assignment Agreement, may be immediately foreclosed; provided such
foreclosure shall be deemed to satisfy in full the then outstanding obligations
evidenced hereby. Failure to exercise this option, or any other right Holder may
in such event be entitled to, shall not constitute a waiver of the right to
exercise such option or any other right in the event of any subsequent default.

23
<PAGE> 24

process. Such fees and costs shall become part of the indebtedness evidenced by
this Note, and shall bear interest at the Default Rate.

6. Prepayment. Maker may prepay all or any portion of the sums due under
this Note without notice or penalty.

7. Security. This Note is secured by a security interest in the
Property, as that term is defined in the Intellectual Property Agreement.

8. Purpose. Maker represents and warrants to Holder that all sums owing
under this Note are solely intended for a business purpose, and not for consumer
or household purposes.

MAKER:

SMP [U.S.A.] INC. S.M.P. Clothing PTY Ltd.

By:_______________________________ By:_________________________________
Eugene King, President Eugene King, President

24
<PAGE> 25

EXHIBIT 3.2.1

BILL OF SALE

Pursuant to the Closing of that certain Asset Purchase Agreement, dated
as of November 2, 1998 (the "Agreement"), by and among SMP Clothing, Inc.
("Seller"), Ride, Inc., SMP [U.S.A.] Inc. ("Purchaser"), and S.M.P. Clothing PTY
Ltd., Seller does hereby sell, assign and transfer unto Purchaser all right,
title and interest in and to the Assets, as that term is defined in the
Agreement and more particularly described as follows:

(i) All those items of physical assets as described in that
certain certified appraisal of Karl Munzing, dated
August 20, 1998, plus miscellaneous items presently
situated at the Real Property as inspected by Purchaser.

(ii) All that inventory comprising finished goods and raw
materials situated at the Real Estate and inspected by
Purchaser to which an assigned value of US$793,025.32
has been given, together with work in progress at
vendors as agreed by Purchaser, and also together with
miscellaneous items situated at the Real Estate and
inspected by Purchaser to which no value has been
assigned.

Seller hereby constitutes and appoints Purchaser as Seller's true and
lawful attorney and attorneys, with full power of substitution in Seller's name,
place and stead, on behalf and for the benefit of Purchaser, its successors and
assigns, to demand and receive any and all of the Assets, and to give receipts
and releases for and in respect of the same, and any part thereof, and from to
time to institute and prosecute in Purchaser's name, or otherwise, for the
benefit of Purchaser, its successors and assigns, any and all proceedings at
law, in equity or otherwise, which Purchaser may deem proper in order to collect
or reduce to its possession any of the Assets, and to do all acts and things
relating to the Assets which Purchaser shall deem desirable, Seller hereby
declaring that the foregoing powers are coupled with an interest and are and
shall be irrevocable by Seller and shall not be affected by its dissolution or
in any manner or for any reason whatsoever.

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed
as of this ___ day of ____________, 1998.

SMP CLOTHING, INC.

By:_________________________________
David H. Davis, Secretary

25
<PAGE> 26

EXHIBIT 7.2

SELLER'S CERTIFICATE

The undersigned, David H. Davis, does hereby certify that:

1. I am the duly elected and acting Secretary of SMP Clothing, Inc.
("SMP"), a party to that certain Asset Purchase Agreement dated as of November
2, 1998, by and between SMP, Ride, Inc., SMP [U.S.A.] Inc. and S.M.P. Clothing
PTY Ltd. (the "Agreement"), and I am authorized by SMP to execute and deliver
this Certificate pursuant to Section 7.2 of the Agreement.

2. The representations and warranties of SMP contained in the Agreement
are true and correct of the date hereof as though such representations and
warranties are made on the date hereof.

3. SMP has performed and complied with all of the obligations,
agreements, covenants and conditions contained in the Agreement to be performed
or complied with by SMP on or prior to the date hereof.

DATED: __________________, 1998.

SMP CLOTHING, INC.

____________________________________
David H. Davis, Secretary

26
<PAGE> 27

EXHIBIT 8.2

PURCHASER'S CERTIFICATE

The undersigned, Eugene King, does hereby certify that:

1. I am the duly elected and acting President of SMP [U.S.A.] Inc.
("S.M.P."), a party to that certain Asset Purchase Agreement, dated as of
November 2, 1998, by and between SMP Clothing, Inc., Ride, Inc., SMP Clothing
PTY Ltd. and S.M.P. (the "Agreement"), and I am authorized by S.M.P. to execute
and deliver this Certificate pursuant to Section 8.2 of the Agreement.

2. The representations and warranties of S.M.P. contained in the
Agreement are true and correct of the date hereof as though such representations
and warranties are made on the date hereof.

3. S.M.P. has performed and complied with all of the obligations,
agreements, covenants and conditions contained in the Agreement to be performed
or complied with by S.M.P. on or prior to the date hereof.

DATED: __________________, 1998.

SMP [U.S.A.] INC.

____________________________________
Eugene King, President

<ARTICLE> 5
<MULTIPLIER> 1,000

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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 3,977
<SECURITIES> 0
<RECEIVABLES> 18,693
<ALLOWANCES> 1,116
<INVENTORY> 9,067
<CURRENT-ASSETS> 31,824
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0
2,832
<COMMON> 43,257
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