EXHIBIT 10.1


                             EMPLOYMENT AGREEMENT

      This Employment Agreement (this "Agreement") is made as of January  16,
 2003  by  and  between  Sport Supply  Group  Inc.,  a  Delaware  corporation
 ("Employer") and Wayne Merritt ("Employee").

                                  RECITALS:

      WHEREAS, Employer  desires  to retain  the  services of  Employee,  and
 Employee desires  to provide  services to  Employer in  accordance with  the
 terms, conditions, and provisions of this Agreement;

      NOW, THEREFORE, in consideration of the covenants and agreements of the
 parties herein contained, the parties to this Agreement agree as follows:

      1.   Term.   Subject to  the terms  and conditions  set forth  in  this
 Agreement, Employer  hereby employs  Employee, and  Employee hereby  accepts
 such employment from Employer, for a three year period commencing on January
 16, 2003 (the "Effective Date") and expiring on December 31, 2005 except  as
 otherwise provided herein.

      2.   Duties.  Employee will be employed as the Vice President of Sales-
 Retail Accounts of Employer,  and in such capacity  will perform the  normal
 duties associated with such position and/or such other reasonable duties  as
 may be  assigned  from  time  to  time  by  the  Chief Executive Officer  or
 President.  During  the term of  this Agreement, Employee  shall devote  his
 full time, attention, and energies to  the business of Employer in order  to
 discharge his duties faithfully, diligently, to  the best of his  abilities,
 and in a manner consistent with any  and all policies and guidelines as  may
 be established by Employer from time to time.  Employee shall report to  the
 Chief Executive Officer and/or President of Employer.

      3.   Compensation.

           (a)  Subject to the terms and conditions of this Agreement and  as
 compensation for the  performance of his  services hereunder, Employer  will
 pay Employee a fixed salary at a minimum annual rate of $200,000 (such  rate
 is referred to herein  as "Salary").  Employee's  Salary will accrue and  be
 payable to Employee in accordance with the payroll practices of Employer  in
 effect from time to time during the term of this Agreement.

           (b)  Employer will pay Employee a  $10,000 signing bonus upon  his
 execution and delivery of this Agreement.

           (c)  Employer shall  pay  to  Employee  as  compensation  for  his
 services a commission  for all orders  of Employer's products  that are  (i)
 submitted in writing by Employee to Employer; (ii) accepted by the President
 or Chief Executive Officer of Employer  (or are orders based upon terms  and
 conditions, including  pricing,   approved in  writing by  the President  or
 Chief Executive Officer  of Employer); (iii)  shipped to  the customer;  and
 (iv) paid for  by the customer  (referred to herein  as "Eligible  Orders").
 Subject to the terms  of this Agreement, Eligible  Orders shall include  all
 orders of Employer's products that comply with the terms of the  immediately
 preceding sentence  (excluding products  that are  branded ATEC  or sold  by
 Athletic Training  Equipment  Company, Inc.)  that  are purchased  from  the
 retailers set forth on  Exhibit A attached hereto   All orders submitted  by
 Employee to Employer shall include all  terms and conditions of such  order,
 such as payment terms, coop allowances, delivery requirements, etc.   Except
 as otherwise set forth on Exhibit A attached hereto, the commission shall be
 equal to one percent (1%) of the Net Sales (as defined below) generated from
 the Eligible Orders.  For purposes of this Agreement, "Net Sales" means  the
 sale price of the Eligible Order  less allowances for returns,  chargebacks,
 deductions,  price  adjustments,  disputes,  discounts,  rebates,   handling
 charges, freight,  coop allowances,  advertising allowances,  taxes and  all
 other customary deductions from sales.  Employer will pay the commissions on
 a semi-annual basis   ninety  (90) days after  the end  of each  semi-annual
 period for all  such product shipped  to the customer  and paid  for by  the
 customer during the immediately preceeding semi-annual period.  For purposes
 of this Agreement, a semi-annual  period shall be deemed  to end on June  30
 and December 31 of each year during the term of this Agreement.

           (d)  During the term of this Agreement, Employer will pay Employee
 $1,500 per  month to  maintain an  office for  Employee until  such time  as
 Employee works on a full-time basis (other than travel time) from Employer's
 office (which time shall be mutually  agreeable to both parties).   Employer
 will not  be  responsible  for insuring  such  facility  and  Employee  will
 indemnify, defend and hold  Employer harmless from and  against any and  all
 losses, damages, personal injuries, property losses, etc. that occur on,  or
 are related to, said facility.

           (e)  Employer agrees  to  execute  and deliver  to  Employee  that
 certain Stock  Option Agreement,  a  copy of  which  is attached  hereto  as
 Exhibit B (the "Option Agreement").

           (f)  During the  term of  this Agreement,  Employer shall  provide
 such  fringe   benefits,  including   paid   sick  leave,   paid   holidays,
 participation in  health,  dental,  and  life  insurance  plans,  and  other
 employee benefit plans  that are regularly  maintained by  Employer for  its
 employees in accordance with the policies of Employer in effect from time to
 time. Employer will also reimburse  Employee for his travel,  entertainment,
 and other business expenses incurred in connection with his employment under
 this Agreement in accordance  with the policies of  Employer in effect  from
 time to time.

           (f)  All payments to Employee pursuant  to this Agreement will  be
 subject to deduction  and withholding authorized  or required by  applicable
 law.

      4.   Confidentiality

      (a)  In  exchange for  and in consideration  for the  promises made  by
 Employee   herein,   including   promises   made   by   Employee   regarding
 noncompetition in Section 5 herein, Employer promises and agrees to  provide
 Employee with confidential, nonpublic information  (in addition to any  such
 information previously obtained by Employee in the course of his employment)
 consistent  with  the  duties  of  an  individual  in  Employee's  position,
 including but not limited to Employer's customer, supplier, and  distributor
 lists, trade secrets, plans, manufacturing techniques, sales, marketing  and
 expansion strategies, and  technology and processes  of Employer and/or  its
 affiliates, as they may exist from time to time, and information  concerning
 the  products,  services,  production,   development,  technology  and   all
 technical information,  procurement  and sales  activities  and  procedures,
 promotion and pricing  techniques and credit  and financial data  concerning
 customers of, and suppliers to, Employer and/or its affiliates (referred  to
 hereinafter as "Confidential Information").  Employee acknowledges that such
 Confidential Information constitutes valuable, special and unique assets  of
 the Employer   and  that his  access to  and knowledge  of the  Confidential
 Information is  essential  to  the performance  of  his  duties  under  this
 Agreement.  In consideration for Employer's promises herein, Employee agrees
 that all Confidential Information previously  provided or known to  Employee
 in the course  of his  employment with  Employer and  all such  Confidential
 Information made available and provided to Employee pursuant to the terms of
 this Agreement will be considered Confidential Information owned by Employer
 and Employee agrees  that Employee  will not  (i) disclose any  Confidential
 Information to  any person  or  entity other  than  in connection  with  his
 employment for Employer in accordance  with Employer's policy, or  (ii) make
 use of any Confidential Information for his own purposes or for the  benefit
 of any  other person  or  entity, other  than  Employer.   Employee  further
 represents and warrants that, on or prior to the date of this Agreement,  he
 has not (i) disclosed any Confidential  Information to any person or  entity
 other than in connection with his employment for Employer in accordance with
 Employer's policy or (ii) made use of  any Confidential Information for  his
 own purposes or for the  benefit of any other  person or entity, other  than
 Employer.

      (b)  Employee acknowledges  and  agrees  that  all  manuals,  drawings,
 blueprints,  letters,   notes,   notebooks,   reports,   financial   records
 (including, without  limitation,  budgets,   business  plans  and  financial
 statements), computers,  computer equipment,  computer disks,  hard  drives,
 electronic storage devices, books, procedures, forms, documents, records  or
 paper, or  copies  thereof, pertaining  to  the operations  or  business  of
 Employer made or received  by Employee or made  known to him  in any way  in
 connection with his  employment and any  other Confidential Information  are
 and will be the exclusive property of Employer.  Employee agrees not to copy
 or remove any of  the above from  the premises and  custody of Employer,  or
 disclose the contents thereof  to any other person  or entity except in  the
 ordinary course of business consistent  with Employer's policies.   Employee
 acknowledges that all such papers and  records will at all times be  subject
 to the control of Employer, and  Employee agrees to surrender the same  upon
 request of Employer, and will surrender  such no later than any  termination
 of his employment with Employer, whether voluntary of involuntary.

      5.   Non-Compete Covenant.  Employee acknowledges that the Confidential
 Information specified above is valuable to the Employer and that, therefore,
 its protection  and  maintenance constitutes  a  legitimate interest  to  be
 protected by  the  Employer by  the  enforcement  of this  covenant  not  to
 compete. Therefore,  in  consideration for  the  promises made  by  Employer
 herein, including but  not limited  to the  signing bonus  paid pursuant  to
 Section 3(b) herein and the provision of Confidential Information set  forth
 in Section 4  herein, Employee covenants  and agrees that,   (i) during  the
 term of his  employment by the  Employer (or an  affiliate of Employer)  and
 (ii) for a period commencing upon  the termination of Employee's  employment
 by Employer  (or  an  affiliate  of Employer)  and  ending  upon  the  first
 anniversary thereof,  Employee will not,  directly or indirectly, either  as
 an individual or  as an  employer, employee,  consultant, partner,  officer,
 director, shareholder,  substantial investor,  trustee, agent,  advisor,  or
 consultant or in  any other  capacity whatsoever,  of any  person or  entity
 (other than the Employer):

           (a)  conduct or assist  others in conducting  any business in  any
 market area in the  United States related to  (i) the promotion,  marketing,
 distribution,  manufacturing,  sourcing,  importing  and/or  sale of  sports
 related equipment and/or supplies or (ii) any other business that  generates
 more  than  10%  of   Employer's  revenues  at   the  time  of   termination
 (collectively, the "Employer's Business");

           (b)  recruit, hire, assist others in recruiting or hiring, discuss
 employment with or refer to others for employment (collectively referred  to
 as "Recruiting Activity") any person who  is, or within the 24 month  period
 immediately preceding the date of any  such Recruiting Activity was, at  any
 time, an employee of the Employer or its affiliates; or

           (c)  (i) communicate  to any  competing entity  or enterprise  any
 competitive  non-public  information   concerning  any   past,  present   or
 identified prospective client or customer of,  or supplier to, Employer;  or
 (ii) call on, solicit or take  away or attempt to  call on, solicit or  take
 away  any  of  the  customers,  suppliers,  clients,  licensors,  licensees,
 manufacturers, distributors,  dealers  or independent  salespersons  of  the
 Employer or  any  of its  affiliates  that  are engaged  in  the  Employer's
 Business or that  conduct business with  Employer in the  United States;  or
 induce, attempt to induce or assist  any other person or entity in  inducing
 or  attempting  to  induce,  directly  or  indirectly,  any  such  customer,
 supplier, client, licensor, licensee,  manufacturer, dealer, distributor  or
 independent salesperson to discontinue their relationship with the  Employer
 or its affiliates.

      The existence  of any  claim or  cause of  action of  Employee  against
 Employer, or  any officer,  director, or  shareholder of  Employer,  whether
 predicated on this Agreement or otherwise, shall not constitute a defense to
 the enforcement by Employer of the  covenants of Employee contained in  this
 Section 5.

      If Employee  violates any  covenant contained  in  this Section  5  and
 Employer brings legal action for injunctive or other relief, Employer  shall
 not, as a result of the time  involved in obtaining the relief, be  deprived
 of the benefit of the  full period of any  such covenant.  Accordingly,  the
 covenants of Employee contained  in this Section 5  shall be deemed to  have
 durations as specified above, which periods shall commence upon the later of
 (i) the termination  of Employee's employment  with Employer,  and (ii)  the
 date of  entry  by  a court  of  competent  jurisdiction of  a  final,  non-
 appealable judgment enforcing the covenants of  Employee in this Section  5.
 During any period of time  in which Employee is  in breach of this  covenant
 not to compete,  the parties  agree that the  time period  of this  covenant
 shall be extended for an amount of time that Employee is in breach hereof.

      Employee understands  and  agrees  that  the  scope  of  this  covenant
 contained in this Section 5 is reasonable as to time, area, and persons  and
 is necessary to protect the proprietary and legitimate business interests of
 the Employer, and but for such  covenant the Employer would not have  agreed
 to enter into  the transactions contemplated  by this  Agreement.   Employee
 agrees that this  covenant is reasonable  in light of  the compensation  and
 other benefits Employee  has accepted  pursuant to  this Agreement.   It  is
 further agreed that such covenant will be regarded as divisible and will  be
 operative as to  time, area, and  persons to the  extent that it  may be  so
 operative.  If any part of this Section is declared invalid,  unenforceable,
 or void as to time, area, or persons, the validity and enforceability of the
 remainder will not be  affected.  Should a  court of competent  jurisdiction
 determine this covenant unenforceable as written, the parties agree that the
 court shall  modify  this  covenant  to the  extent  necessary  to  make  it
 enforceable.  The alleged  breach of any other  provision of this  Agreement
 asserted by  Employee  shall  not  be  a  defense  to  claims  arising  from
 Employer's enforcement of this covenant.

      6.   Proprietary Information.     Employee  hereby assigns to  Employer
 all of Employee's right, title and interest to, and shall promptly  disclose
 to Employer,  all  ideas,  inventions, products,  services,  discoveries  or
 improvements (whether or  not patentable) conceived  or developed solely  or
 jointly by Employee during the term of this Agreement (a) that relate to the
 Employer's Business or the actual or anticipated research or development  of
 Employer, (b) that result from any work performed by Employee for  Employer,
 or (c) for which equipment, supplies, facilities or Confidential Information
 of Employer was  used.   Employee agrees  to execute  any further  documents
 and/or patents that Employer requests and will otherwise assist Employer (at
 Employer's  expense)  in  protecting   Employer's  rights  to  such   ideas,
 inventions,  products,  services,  discoveries  or  improvements.   Employee
 hereby appoints  Employer  as  his  attorney-in-fact,  with  full  power  of
 substitution, to execute and deliver such documents or patents on behalf  of
 Employee.  This appointment is coupled with an interest in and to the ideas,
 inventions, products, services,  discoveries and  improvements conceived  or
 developed by  Employee and  shall survive  Employee's death  or  disability.
 Employee hereby waives and quitclaims to Employer any and all claims of  any
 nature  whatsoever  that  Employee  may  now  or  may  hereafter  have   for
 infringement of any patents or copyrights resulting from or relating to  any
 applications for any United States or  foreign letters, patent or  copyright
 registrations  assigned  hereunder  to  Employer.   Employee  represents  to
 Employer that Employee has not conceived  or reduced to practice any  ideas,
 inventions, products, services, discoveries or  improvements at the time  of
 signing this Agreement.

      7.   Termination

           (a)  Employer's  obligations   under  this   Agreement  shall   be
 terminated  if  Employee  is discharged  by  Employer  for  cause.  For  the
 purposes of this  Agreement, a discharge  for cause shall  mean a  discharge
 resulting from a determination by the  Chief Executive Officer or  President
 of Employer  that Employee:  (i) has been  convicted  of a  crime  involving
 fraud, theft or embezzlement; (ii) has failed  and/or refused to follow  the
 written policies, practices, directives, or orders established by Employer's
 Board of Directors;  (iii) has committed acts  of gross negligence   to  the
 detriment of Employer;  (iv) has persistently failed  or refused to  perform
 his duties hereunder; (v) has been  insubordinate on more than one  occasion
 after written notice;  or (vi) has  breached any  of the  material terms  or
 provisions of this  Agreement (including, but  not limited to,  a breach  of
 Section 4, 5 or 6 hereof).

           (b)  If Employee is  absent from employment,  or unable to  render
 services herein, by reason of physical  or mental illness or disability  for
 more than three (3) months in the aggregate in any twelve (12) month period,
 and the Employee is  unable to perform his  essential job functions with  or
 without  reasonable  accommodation,  then   Employee  shall  be   considered
 permanently disabled, and  this Agreement may  be immediately terminated  by
 Employer without any further obligation to Employee.

           (c)  If  Employee  dies,  this  Agreement  shall  immediately  and
 automatically  terminate,  without   further  obligation   to  Employee   or
 Employee's estate;  provided, however,  Employer shall  pay all  salary  and
 commission due through the date of  Employee's death to Employee's heirs  in
 accordance with applicable laws.

           (d)  In the event  Employee resigns from  the employ of  Employer,
 all of Employer's obligations under this Agreement shall be terminated.

           (e)  If Employee is terminated without cause prior to December 31,
 2005 (and so long  as Employee continues  to abide by  the Sections of  this
 Agreement that survive after such termination), then Employer will  continue
 to pay Employee his Salary through December 31, 2005 as if the Employee  was
 not terminated, as well as any commissions earned pursuant to the provisions
 of Section 3(c)  herein. Except as  set forth in  the immediately  preceding
 sentence, Employer will  have no  other obligations to Employee if  Employee
 is terminated without cause.

           (f)  The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12,  13,
 14, 17,  18 and  19 shall  survive  any termination  or expiration  of  this
 Agreement.

      8.   Injunctive Relief.    Each party acknowledges that a remedy at law
 for any breach  or attempted breach  of this Agreement  will be  inadequate,
 agrees that  each  party  will  be  entitled  to  specific  performance  and
 injunctive and other  equitable relief in  case of any  breach or  attempted
 breach and agrees not  to use as a  defense that any  party has an  adequate
 remedy at law.  This Agreement shall be enforceable in a court of equity, or
 other tribunal with jurisdiction, by a  decree of specific performance,  and
 appropriate injunctive relief may be applied  for and granted in  connection
 herewith.  Such remedy shall  not be exclusive and  shall be in addition  to
 any other remedies now or hereafter existing at law or in equity, by statute
 or otherwise.  No delay  or omission in exercising  any right or remedy  set
 forth in this Agreement shall  operate as a waiver  thereof or of any  other
 right or remedy and no single or partial exercise thereof shall preclude any
 other or further  exercise thereof  or the exercise  of any  other right  or
 remedy.

      9.   Binding Nature.   The  rights and  obligations  of Employer  under
 this Agreement will inure  to the benefit  of and will  be binding upon  the
 successors and assigns of Employer.

      10.  Severability.   If any provision of this Agreement is declared  or
 found to be illegal, unenforceable or void,  in whole or in part, then  both
 parties will be relieved  of all obligations  arising under such  provision,
 but only to the extent it is illegal, unenforceable or void.  The intent and
 agreement of the parties  to this Agreement is  that this Agreement will  be
 deemed  amended  by  modifying  any  such  illegal,  unenforceable  or  void
 provision to the  extent necessary to  make it legal  and enforceable  while
 preserving its intent, or if such is not possible, by substituting  therefor
 another provision  that  is legal  and  enforceable and  achieves  the  same
 objectives.   Notwithstanding  the  foregoing,  if  the  remainder  of  this
 Agreement will not be affected by such declaration or finding and is capable
 of substantial  performance, then  each provision  not so  affected will  be
 enforced to the extent permitted by law.

      11.  Waiver.    No delay or omission by either party to this  Agreement
 to exercise any right or power  under this Agreement will impair such  right
 or power or be  construed as a waiver  thereof.  A waiver  by either of  the
 parties to this Agreement  of any of  the covenants to  be performed by  the
 other or any  breach thereof will  not be construed  to be a  waiver of  any
 succeeding breach  thereof  or  of any  other  covenant  contained  in  this
 Agreement.  All remedies provided for  in this Agreement will be  cumulative
 and in addition to and not in lieu of any other remedies available to either
 party at law, in equity, or otherwise.

      12.  Governing Law.    This Agreement will be governed by and construed
 in accordance with the laws of the  State of Texas without giving effect  to
 any principle of conflict-of-laws that would require the application of  the
 law of any other jurisdiction.

      13.  Notices.  For purposes  of this Agreement,  notices and all  other
 communications provided for in this Agreement shall be in writing and  shall
 be deemed to have been duly given when delivered or mailed by United  States
 registered mail,  return receipt  requested, postage  prepaid, addressed  as
 follows:

      If to Employee:                    If to Employer:
      Wayne Merritt                      Sport Supply Group, Inc.
      [ home address deleted             1901 Diplomat Drive
      for confidentiality ]              Farmers Branch, Texas  75234
                                         Attn:  Legal Department

 or to such other address as either party may have furnished to the other  in
 writing in accordance  herewith, except that  notices of  change of  address
 shall be effective only upon receipt.

      14.  Submission to Jurisdiction.   All    parties     hereto     hereby
 irrevocably submit to the  jurisdiction of the state  and federal courts  of
 the State of Texas and agree and consent that service of process may be made
 upon it  in any  proceeding arising  out  of this  Agreement by  service  of
 process as provided  by Texas law.   All parties  hereto hereby  irrevocably
 waive, to the fullest  extent permitted by law,  any objection which it  may
 now or  hereafter  have to  the  laying of  venue  of any  suit,  action  or
 proceeding arising out of  or relating to this  Agreement brought in one  of
 the District Courts  of Tarrant  County, State of  Texas, or  in the  United
 States District Court for the Northern District of Texas, and hereby further
 irrevocably waive  any  claims that  any  such suit,  action  or  proceeding
 brought in any such court has been brought in an inconvenient forum.

      15.  Counterparts.    This  Agreement   may  be  executed  in   several
 counterparts, each of which  shall be deemed  to be an  original but all  of
 which together will constitute one and the same instrument.

      16.  Assignment.    The rights and obligations of Employer may, without
 the consent of Employee, be assigned by Employer to any parent,  subsidiary,
 affiliate, or successor  of Employer.   Employee may not  assign any of  his
 rights or obligations under this Agreement.

      17.  Entire  Agreement.    This  Agreement  and  the  Option  Agreement
 constitute the entire agreement between the  parties to this Agreement  with
 respect  to  the  subject  matter  of  this  Agreement  and  there  are   no
 understandings or  agreements relative  to this  Agreement (other  than  the
 Option Agreement) which  are not  fully expressed  in this  Agreement.   All
 prior or contemporaneous agreements between the parties with respect to  the
 subject matter of  this Agreement (other  than the  Option Agreement)  being
 expressly superseded by this Agreement.  No change, waiver, or discharge  of
 this Agreement  will be  valid unless  in writing  and signed  by the  party
 against which such change, waiver, or discharge is to be enforced.

      18.  Attorneys' Fees.    If any action at law or in equity is necessary
 to enforce or interpret  the terms of this  Agreement, the prevailing  party
 shall be entitled to receive from the other its reasonable attorneys'  fees,
 costs, and necessary disbursements in addition to any other relief to  which
 such party may be entitled.

      19.  Arbitration.  In the event a dispute shall arise between  Employer
 and Employee  as to  respective rights,  duties and  obligations under  this
 Agreement, it is  agreed that such  disputes shall  be exclusively  resolved
 pursuant to binding arbitration under the  commercial rules of the  American
 Arbitration Association. The party seeking arbitration shall make a fourteen
 (14) day demand on the other outlining the issues in dispute. If the parties
 are unable to resolve the dispute within the fourteen days, the  arbitration
 shall be initiated at a location within 25 miles of the party receiving  the
 demand  for  arbitration.  The  arbitration  panel  shall  consist  of   (1)
 arbitrator and the arbitrator's  decision shall be  binding on the  parties.
 The arbitrator  may  award the  prevailing  party with  any  reasonable  and
 appropriate attorney's fees and costs. The arbitration award may be enforced
 in any court  of competent jurisdiction.   Notwithstanding the  requirements
 for binding  arbitration, this  provision shall  not restrict  a party  from
 seeking  appropriate  restraining  orders,   or  preliminary  or   permanent
 injunctive relief in any court of competent jurisdiction.

      20.  Representations, Warranties and  Covenants.  Employee  understands
 as part  of  the consideration  for  the  offer of  employment  extended  to
 Employee by  Employer  and of  his  employment or  continued  employment  by
 Employer, that  Employee has  not brought  and will  not bring  with him  to
 Employer or use in the performance  of his responsibilities at Employer  any
 materials or  documents  of  a  former  employer   that  are  not  generally
 available to  the  public,  unless Employee  has  obtained  express  written
 authorization from  the  former  employer  for  their  possession  and  use.
 Employee represents and warrants to  Employer that the execution,  delivery,
 and performance of Employee  of and under this  Agreement does not and  will
 not with the passage  of time or the  giving of notice  or both violate  the
 terms and  conditions  of any  other  written  or oral  agreement  to  which
 Employee is a party or by which Employee is bound.  Employee represents  and
 warrants that  he  is  not  a  party  to  any  employment,  non-competition,
 proprietary  information  or  confidentiality  agreement  with  any   former
 employer that  remains  or may  remain  in effect  as  of the  date  hereof.
 Employee has not entered  into, and Employee agrees  not to enter into,  any
 oral or written agreement that is in any way inconsistent with the terms  of
 this Agreement.   Employee  also understands  that, in  his employment  with
 Employer, Employee is not to breach  any obligation of confidentiality  that
 Employee has to former employers.

      Employee further  represents  and  warrants that  he  has  never  been:
 (i) convicted or  indicted in  a  criminal proceeding  and  is not  a  named
 subject  of  a   pending  criminal  proceeding   (excluding  minor   traffic
 violations); (ii) the  subject  of  any investigation,  order,  judgment  or
 decree, not  subsequently  reversed, suspended  or  vacated, of  any  court,
 permanently or  temporarily  enjoining  him  from,  or  otherwise  limiting,
 Employee's engagement in any (A) activity in connection with the purchase or
 sale of any  security or commodity  or in connection  with any violation  of
 Federal or  State securities  laws  or (B)  type  of business  practice;  or
 (iii) found, whether formally or informally, by a court in a civil action or
 by the Securities and  Exchange Commission to have  violated any Federal  or
 State securities laws.


      IN WITNESS WHEREOF,  the parties to  this Agreement  have executed  and
 delivered this Agreement on the date first above written.


                               EMPLOYER:

                               SPORT SUPPLY GROUP, INC.,
                               a Delaware corporation


                               By:
                               John P. Walker
                               President

                               EMPLOYEE:



                               Wayne Merritt


<PAGE>


                                  EHXIBIT A



 Walmart
 Kmart
 Target
 Sears
 Academy
 Costco
 Galyan's
 Sport Chalet
 Sports Authority
 Big 5
 Chick's
 Dick's
 Dunham's
 MC Sports
 Sam's Club (Commission paid on annual Net Sales over $500,000)
 Gart Sports
 Oshman's
 Copelands Sporting Goods
 Michigan Sporting Goods