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                                                                 Exhibit 10.11
 
This Promissory Note and payment hereof is subject to and secured by the terms
of a certain Stock Pledge Agreement dated February 11, 1998 between the Maker
and the Payee, the provisions of which are incorporated herein and made a part
hereof.

                                   PROMISSORY NOTE

$238,700                                                       February 11, 1998
                                                       South St. Paul, Minnesota


     FOR VALUE RECEIVED, Gary Olen, an individual resident of the State of
Minnesota ("Maker"), hereby promises to pay to the order of THE SPORTSMAN'S
GUIDE, INC., its successors and assigns ("Payee") at its offices located at 411
Farwell Avenue, South St. Paul, Minnesota (or at such other place as the holder
hereof may specify in writing to the Maker from time to time) the principal
amount of TWO HUNDRED THIRTY-EIGHT THOUSAND SEVEN HUNDRED DOLLARS ($238,700) in
five (5) equal annual installments of principal and interest, such interest on
the unpaid principal amount hereof to be calculated at a rate per annum equal to
5.69%.

     Interest shall accrue from the date hereof to the date of repayment of the
principal amount hereof in full (calculated on the basis of the actual number of
days elapsed over a year of 365 days).  Annual principal and interest payments
shall be due and payable on each February 11, commencing February 11, 1999, at
maturity (whether by acceleration or otherwise) and, after maturity, upon
demand.

     Overdue principal and, to the extent permitted by law, overdue interest
shall bear interest at a rate per annum equal to 7.69%.

     Whenever any payment to be made hereunder shall be stated to be due on a
day which is not a business day, the due date thereof shall be extended to the
next succeeding business day and, if payment of principal has been so extended,
interest shall be payable on such principal at the applicable rate during such
extension.

     This Note may be prepaid, in whole at any time and in part from time to
time, without premium or penalty, on any business day.  The amount of any
prepayment shall be applied first to the payment of accrued interest on the
unpaid principal amount hereof through the date of such prepayment and then to
the outstanding principal.

     All payments under this Note shall be made without set-off, deduction or
counterclaim on the date due in U.S. dollars and in immediately available funds.

     Until the indebtedness evidenced hereby is paid in full, the Maker shall
promptly, after obtaining knowledge, notify the Payee of the occurrence of any
Event of Default or of any event, act or 


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condition which with notice or lapse of time or both would constitute an 
Event of Default.

     Upon the occurrence of any of the following events (each an "Event of
Default"):

     (a)  default shall be made in the due and punctual payment of any principal
     and/or interest on this Note and such default shall continue for thirty
     days after written notice of such nonpayment is made by the Payee to the
     Maker;

     (b)  the occurrence of any default or event of default under any other
     agreement, document or instrument executed and delivered by the Payee to
     the Maker whether currently in existence or entered into after the date of
     this Note; including without limitation, the Employment Agreement dated
     July 25, 1997 between Maker and Payee; 

     (c)  Maker commences, or there is commenced against the Maker (or any
     material assets of the Maker), any proceedings under any bankruptcy,
     insolvency, reorganization, receivership, relief of debtors, dissolution,
     liquidation or similar law of any jurisdiction and, if commenced against
     the Maker, such proceedings remain undismissed for a period of 30 days; or

     (d)  Maker ceases, for any reason, to be employed by the Payee; provided,
     however, if Maker ceases to be employed by the Payee for reason of death or
     disability, such default shall not exist until 120 days after such death or
     disability.  For purposes of this provision, disability means a mental or
     physical condition which causes the Maker to be unable to perform his
     employment duties;

then, in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Payee, by written notice to the Maker, may declare
the principal of, and accrued interest in respect of, this Note to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Maker; provided, however, that if an Event of Default described in
clause (c) above shall occur, the result which would otherwise occur only upon
the giving of written notice as specified herein, shall occur automatically
without the giving of any such notice.

     The Maker shall promptly pay all out-of-pocket costs and expenses
(including attorneys' fees and expenses) reasonably incurred by Payee in
connection with the enforcement or collection of this Note.


                                 -2-

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     This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Minnesota.
                                   
     

                                   ------------------------------
                                   Gary Olen



                                    -3-


<PAGE>


                                STOCK PLEDGE AGREEMENT

     THIS STOCK PLEDGE AGREEMENT is made this 11th day of February, 1998 between
GARY OLEN (the "Pledgor") and THE SPORTSMAN'S GUIDE, INC., a Minnesota 
corporation (the "Pledgee"), under the following circumstances:

          A.   The Pledgor, upon the exercise of a certain Stock Option
     dated July 1, 1993 (the "Option"), will be the owner of 55,000 shares
     of the common stock of the Pledgee (which stock is hereinafter
     collectively referred to as the "Shares").

          B.   The Pledgor has executed a Promissory Note ("Note") in the
     principal amount of $238,700 to the Pledgee (principal, interest and
     all charges under the Note and this Agreement [and any and all
     indebtedness of the Pledgor to the Pledgee] now existing or hereafter
     arising are herein-after referred to as the "Obligations"). 

          C.   In order to induce the Pledgee to lend $238,700 to the
     Pledgor, which funds Pledgor intends to use to exercise the Option,
     the Pledgor has agreed to enter into this Stock Pledge Agreement to
     pledge and grant a security interest in the Shares in order to secure
     the payment of the Obligations when due.

     NOW, THEREFORE, in consideration of the foregoing, and subject to the terms
and conditions hereof, the parties agree as follows:

     1.   TRANSFER.  The Pledgor hereby pledges and grants to the Pledgee a
security interest in the Shares.  The security interest shall continue until the
earlier of (i) payment of the Obligations or any extensions, renewals, or
amendments thereof, in full, or (ii) default by the Pledgor and exercise by the
Pledgee of its rights with respect to the Shares as provided in Section 8
hereof.

     2.   SECURITY.  This pledge and security interest is made and granted in
order to secure the payment of principal and interest when due pursuant to the
Obligations, and any extensions, renewals, or modifications thereof or
substitutions therefor.  

     3.   DELIVERY OF CERTIFICATES AND STOCK POWER.  Upon execution of this
Agreement and the subsequent exercise of the Option, the Pledgor shall deliver
to the Pledgee the originals of all certificates for the Shares, together with
Stock Powers in form reasonably satisfactory to the Pledgee and in favor of the
Pledgee for each of such stock certificates, signed by the Pledgor, but not
dated.


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     4.   ENDORSEMENT OF STOCK CERTIFICATES.  Upon delivery of the originals of
all certificates for the Shares pursuant to Section 3 hereof, the Pledgee shall
endorse the certificates as follows:

          "The Shares of The Sportsman's Guide, Inc. represented by
          this Certificate are subject to a pledge, the restrictions
          stated in, and are transferable only upon compliance with,
          the provisions of a Stock Pledge Agreement dated February
          11, 1998, between the Corporation and Gary Olen, a copy of
          which is on file in the office of the Secretary of the
          Corporation.

     5.   DIVIDENDS; VOTING RIGHTS.  During the term of the pledge and so long
as the Pledgor is not in default under this Agreement or the Note, as provided
in Section 8 hereof, the Pledgor shall retain the right to all dividends paid
with respect to the Shares during such period and all rights to vote the Shares.
The Pledgee shall hold the Shares in its capacity as the Pledgee and the Shares
shall constitute issued and outstanding Shares of the Pledgee until such time as
Pledgee exercises its rights pursuant to Section 8, if ever.

     6.   REPRESENTATIONS.  The Pledgor warrants and represents that, upon
exercise of the Option and payment to the Pledgee of the exercise price stated
in the Option, he will have good title to the Shares, free and clear of all
liens and encumbrances; that there are no restrictions upon the transfer of any
of the Shares, other than those contained in the Lock-Up Agreement between
Pledgor and John G. Kinnard and Company, Incorporated or as may appear on the
face of the certificates; that the Pledgor has the power, authority, and the
right to pledge and, if necessary, to transfer such Shares, except as described
above, without obtaining the consent of any other party; and that this pledge is
entered into for adequate consideration and is valid and binding upon the
Pledgor.

     7.   CHANGE IN CAPITAL STRUCTURE.  In the event that, during the term of
this pledge, any share dividend, reclassification, readjustment, or other change
is declared or made in the capital structure of the Pledgee, all new,
substituted, and additional shares or other securities issued by reason of any
such change shall be delivered to and held by the Pledgee under the terms of
this Agreement in the same manner as the Shares originally pledged hereunder.  

     8.   REDELIVERY.  Upon timely payment in full of the Note and any other
Obligation, the Pledgee shall deliver the Shares to the Pledgor, together with
the Stock Powers or other instruments of assignment, and this Agreement shall
terminate.

                                -2-

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     9.   DEFAULT.  If the Pledgor shall fail to pay any installment of
principal or interest under the Obligations when due, after the expiration of
any applicable cure period, or if the Pledgor shall fail to perform any other
obligation to the Pledgee, after the expiration of any applicable cure period,
whether hereunder or under the Note, then the Pledgor shall be deemed to be in
default under this Agreement.  In the event of such default, the Pledgee may, at
any time after such default, in its discretion, complete the stock powers
delivered herewith for transfer of the Shares on the books of the Pledgee
pursuant to the Stock Powers and for issuance of new certificates in the name of
the Pledgee, or retirement of the Shares as may be determined by the Pledgee in
its sole discretion, and the Pledgee shall be the absolute owner of the Shares. 
Alternatively, in the event of default hereunder, the Pledgee may elect the
rights and remedies provided in the Uniform Commercial Code in force in the
State of Minnesota at the date of this Agreement; and, in this connection, the
Pledgee may, upon five days' notice to the Pledgor sent by registered mail, and
without liability for any diminution in price which may have occurred, sell all
the Shares at private sale in such manner and for such price as the Pledgee may
determine.  At any such sale, the Pledgee shall be free to purchase all or any
part of the Shares.  The proceeds of any sale shall be applied first to the
expenses of sale, second to interest payable under the Obligations, third to the
balance of principal outstanding under the Obligations, and any balance of such
proceeds shall be paid to the Pledgor. In the event that the proceeds of any
sale are insufficient to cover the principal and interest under the Obligations
plus expenses of the sale, the Pledgor shall remain liable to the Pledgee for
any deficiency.  Furthermore, in the event of any default by the Pledgor under
the Obligations, the Note, or under this Agreement, the Pledgee shall be
entitled to exercise all voting rights, dividend rights, and other rights in
respect to the Shares.  These remedies shall be in addition to, and not in
substitution for, all other remedies otherwise available to the Pledgee upon
occurrence of a default under the Note, any other Obligation or this Agreement. 
No delay or omission on the part of the Pledgee or any subsequent holder of the
Note or rights under this Agreement to exercise any right or power arising from
any default shall impair any right or power arising from such default, or the
right to exercise such right or power at any time, or be considered any waiver
of or acquiescence in any such default.

     10.  OTHER ACTIONS.  The Pledgor agrees that he will execute and deliver
all such other documents and will take all such other actions as the Pledgee may
reasonably request from time to time in order to fully effectuate the provisions
and purposes hereof.

     11.  NOTICES.  All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed effective when delivered
personally or, if delivered by mail, twenty-four (24) hours after having been
deposited in the U.S.  mail, postage prepaid, registered or certified, and
addressed to 

           
                               -3-


<PAGE>

the parties as follows (or to such other address as a party shall
have specified in a notice given in accordance with this paragraph):

     If to the Pledgor:       Gary Olen
                              411 Farwell Avenue
                              South St. Paul, MN 55075

     If to the Pledgee:       The Sportsman's Guide, Inc.
                              411 Farwell Avenue
                              South St. Paul, MN 55075
     
     With a copy to:          Ralph E. Heyman, Esq.
                              Chernesky, Heyman & Kress P.L.L.
                              Suite 1100                    
                              10 Courthouse Plaza, S.W.
                              Dayton, Ohio 45402

     12.  SUCCESSOR.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, executors, administrators,
successors and assigns.

     13.  GOVERNING LAW.  This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Minnesota.

     14.  AMENDMENT.  No amendment, modification or alteration of the terms
hereof shall be binding unless the same by in writing, dated subsequent to the
date hereof, and duly executed by both parties hereto.

     IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day
and year first above written.

                                   PLEDGOR:



                                   ------------------------------
                                   Gary Olen



                                   PLEDGEE:

                                   THE SPORTSMAN'S GUIDE, INC.


                                   By:
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                                   Title:
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