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                                                                   EXHIBIT 10(L)

                              ELEVENTH AMENDMENT TO
                        FINANCING AND SECURITY AGREEMENT

THIS ELEVENTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT, dated as of October
___, 2000, is by and among FIRST UNION COMMERCIAL CORPORATION ("Lender"), ELLETT
BROTHERS, INC. ("Ellett"), LEISURE SPORTS MARKETING, INC. ("Leisure"), EVANS
SORTS, INC., ("Evans"), SAFESPORT MANUFACTURING COMPANY ("Safesport"), VINTAGE
EDITIONS, INC. ("Vintage") and ARCHERY CENTER INTERNATIONAL, INC. ("Archery")
(hereinafter Ellett, Leisure, Evans, Safesport and Vintage may be referred to
collectively as the "Borrower").

                                     RECITAL

A.       The Lender and the Borrower have entered into that certain Financing
and Security Agreement, dated rune 10, 1994, as amended (the "Financing
Agreement").

B.       The Borrower and the Lender have agreed to amend the Financing
Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

         1.       The first paragraph of Section 1(a) is amended in its entirety
so that such paragraph now reads as follows:

                  Lender agrees to make loans (the "Loans") to Borrower from
         time to time up to the sum of the following amounts (hereinafter such
         sum shall be referred to as the "Borrowing Base"):

                           (A) an amount equal to 85% of the outstanding amount
                  of "Eligible Trade Receivables" of Ellett; plus

                           (B) an amount equal to 85% of "Eligible Dated Trade
                  Receivables" of Ellett; provided, however, the foregoing
                  amount specified in this subsection (B) shall not exceed 50%
                  of the Receivables of Ellett; plus

                           (C) an amount equal to the sum of 70% of "Eligible
                  Hunting and Shooting Sports Finished Goods Inventory" of
                  Ellett plus 50% of "Eligible Marine Finished Goods Inventory"
                  of Ellett plus an amount equal to 50% of the "Eligible
                  Subsidiary inventory"; provided, however, such sum specified
                  in this subsection (C) shall not exceed $25,000,000.00 at any
                  time outstanding; plus

                           (D) an amount equal to 80% of the "Eligible
                  Subsidiary Receivables";

                  provided, however, the outstanding principal amount of the
                  Loans, plus the aggregate stated amount of outstanding Drafts
                  (as defined below) plus the Letter of Credit Obligations (as
                  defined below) shall not exceed $40,000,000.00 at any time
                  outstanding (or $45,000,000.00


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                  at any time outstanding during the 60-day period commencing on
                  October 4, 2000); provided further, each Loan which bears
                  interest at the Three Month LIBOR Rate plus the Applicable
                  Margin shall be in a minimum amount of $1,000,000.00 and in
                  multiples of $1,000,000.00 in excess thereof.

         2.       This Eleventh Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Eleventh
Amendment to produce or account for more than one counterpart.

         3.       THIS ELEVENTH AMENDMENT AND THE OTHER DOCUMENTS AND AGREEMENTS
EXECUTED IN CONNECTION HEREWITH (UNLESS SPECIFICALLY STIPULATED TO THE CONTRARY
IN SUCH DOCUMENT OR AGREEMENT), AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.


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 IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Amendment to
be executed by their duly authorized corporate officers as of the day and year
first above written.

                                   ELLETT BROTHERS, INC.

                                   By:   /s/George S. Loney         CFO
                                       --------------------------------
                                       (Title)

                                   EVANS SPORTS, INC., a South
                                   Carolina corporation

                                   By:   /s/George S. Loney         CFO
                                       --------------------------------
                                       (Title)

                                   LEISURE SPORTS MARKETING, INC., a
                                   South Carolina corporation

                                   By:   /s/George S. Loney         CFO
                                       --------------------------------
                                       (Title)

                                   SAFESPORT MANUFACTURING COMPANY, a
                                   South Carolina corporation

                                   By:   /s/George S. Loney         CFO
                                       --------------------------------
                                       (Title)

                                   VINTAGE EDITIONS, INC., a
                                   South Carolina corporation

                                   By:   /s/George S. Loney         CFO
                                       --------------------------------
                                       (Title)

                                   ARCHERY CENTER INTERNATIONAL, INC.

                                   By:   /s/ George S. Loney        CFO
                                       ---------------------------------
                                       (Title)

                                   FIRST UNION COMMERCIAL CORPORATION

                                   By:   /s/
                                       ---------------------------------
                                    Associate Acct. Officer (Title)


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