EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, dated as of November 25, 2003 (the Agreement), is by and between K2 Inc., a Delaware corporation (Parent), and Scott P. Dickey (the Stockholder), an individual and a stockholder of Fotoball USA, Inc., a Delaware corporation (the Company). Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, contemporaneously with the execution and delivery of this Agreement, Parent, Boca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and the Company are entering into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the Merger Agreement), which provides for (a) the Offer by Parent to purchase all of the outstanding Shares of the Company and (b) the merger of Acquisition with and into the Company (the Merger).

WHEREAS, as of the date hereof, the Stockholder owns (beneficially and of record) an aggregate of 10,000 Shares (all Shares so owned and which may hereafter be acquired by the Stockholder prior to the termination of this Agreement, whether by means of purchase, dividend, exercise of option (including Stockholders options to purchase 160,938 Shares), such exercise not being an obligation of the Stockholder pursuant to this Agreement, distribution or otherwise, being referred to herein as the Owned Shares);

WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent has required that the Stockholder enter into this Agreement; and

WHEREAS, in order to induce Parent to enter into the Merger Agreement, the Stockholder is willing to enter into this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and the Stockholder hereby agree as follows:

ARTICLE I

COVENANTS OF THE STOCKHOLDER

Section 1.1. Tender of Shares. In no event later than two (2) business days prior to the Initial Expiration Date, the Stockholder shall tender (or cause to be tendered) all of the Owned Shares (other than any options to acquire Shares remaining unexercised as of the Expiration Date) in exchange for shares of Parent Common Stock pursuant to and in accordance with the Offer, and not withdraw or revoke such tender (or cause such tender to be withdrawn or revoked), except in the event that this Agreement has been terminated in accordance with Section 4.2 below.

Section 1.2. No Inconsistent Actions. Except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not, during the term of this Agreement (a) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of, any or all of the Owned Shares owned by him or any interest therein, or create or permit to exist any Lien on the Owned Shares owned by him, (b) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Owned Shares owned by him or any interest therein, (c) grant any proxy, power-of- attorney or other authorization in or with respect to the Owned Shares owned by him, (d) deposit the Owned Shares owned by him into a voting trust or enter into a voting agreement or arrangement with respect to the Owned Shares owned by him, (e) take any other action that would in any way restrict, limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby or by the Merger Agreement or (f) object to, or otherwise commence or support any proceeding or material action to oppose, the Offer or take any action that is materially inconsistent with the covenants of the Stockholder included herein or would unreasonably delay the consummation of the Offer.

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