EXHIBIT 10.33.1


                     FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as
 of September 13, 2000.  The parties  hereto are SPORT SUPPLY GROUP, INC.,  a
 Delaware corporation ("Borrower"), and COMERICA BANK-TEXAS, a state  banking
 association ("Bank").


                                  RECITALS:

      A.   Borrower and Bank  are parties  to that  certain Credit  Agreement
 dated as of April 26, 1999 (which, as the same has been and may be  amended,
 modified, supplemented or restated from time  to time, is herein called  the
 "Credit Agreement"), providing for, among other things, the Bank's agreement
 to extend credit to Borrower pursuant  to a specific advance facility and  a
 revolving credit facility.

      B.   The existing indebtedness of  Borrower under the specific  advance
 facility is evidenced by that  certain Specific Advance Facility  Promissory
 Note dated April 26, 1999, executed by Borrower and payable to the order  of
 Bank in the original principal amount of $10,000,000.00, as the same may  be
 amended, modified,  supplemented or  restated from  time to  time (the  "SAF
 Note"), and the existing indebtedness of Borrower under the revolving credit
 facility is evidenced by that certain Revolving Credit Note dated  April 26,
 1999, executed by Borrower and payable to the order of Bank in the  original
 principal amount of  $30,000,000.00, as the  same may  be amended,  modified
 supplemented or restated from time to time (the "Revolving Credit Note", and
 together with the SAF Note, collectively  referred to as the "Notes").   The
 Credit Agreement, the Notes and all  other documents and instruments now  or
 hereafter  governing,  evidencing,   guaranteeing,  securing  or   otherwise
 relating to payment of all or any part of the indebtedness evidenced by  the
 Notes are herein collectively called the "Loan Documents."

      C.   Borrower and  Bank desire  to amend  the Credit  Agreement  (i) to
 reduce and  extend  the  commitment under  the  revolving  credit  facility,
 (ii) to terminate  the  commitment  under  the  specific  advance  facility,
 (iii) to convert the  indebtedness evidenced  by the  SAF Note  into a  term
 loan, (iv) to change  the interest rates  for the  respective Notes,  (v) to
 amend  certain  covenants  and  provisions  of  the  Credit  Agreement,  and
 (vi) otherwise as provided herein.

      D.   Bank and Borrower desire to enter  into this Amendment to  provide
 for all of the foregoing and to ratify and confirm the Loan Documents.

                                 AGREEMENTS:

      In consideration of the premises and  the mutual agreements herein  set
 forth, Borrower and Bank hereby agree as follows:


                                  Article I
                                 Definitions

         Section  1.1  Definitions.  Capitalized terms used and not otherwise
 defined in this Amendment shall have their respective meanings as set  forth
 in the Credit Agreement.
<PAGE>
                                 Article II
                        Amendments to Credit Agreement

         Section  2.1  Conlin Bros., Inc.   Effective as of the date  hereof,
 Section 4.1  of  the Credit  Agreement  is hereby  amended  to read  in  its
 entirety as follows:


           4.1  Preservation of Existence, Etc.   Except as  hereinafter
      provided, preserve and maintain its existence and except where the
      failure to  do any  of the  following would  not have  a  Material
      Adverse  Effect,  preserve  and  maintain  such  of  its   rights,
      licenses, and  privileges  as are  material  to the  business  and
      operations conducted by  it; qualify  and remain  qualified to  do
      business in  each  jurisdiction  in which  such  qualification  is
      material to  its  business  and operations  or  ownership  of  its
      properties,  continue  to   conduct  and   operate  its   business
      substantially as  conducted and  operated during  the present  and
      preceding calendar  year;  at  all times  maintain,  preserve  and
      protect all of its franchises and trade names and preserve all the
      remainder of  its  property and  keep  the same  in  good  repair,
      working order and condition; and from time to time make, or  cause
      to be made, all needed and proper repairs, renewals, replacements,
      betterments  and  improvements   thereto.    Notwithstanding   the
      foregoing, Conlin  Bros.,  Inc  may be  dissolved,  liquidated  or
      merged into Borrower or Athletic Training Equipment Company, Inc.,
      so long as such dissolution, liquidation or merger results in  all
      assets of Conlin Bros., Inc. being  owned by Borrower or  Athletic
      Training Equipment  Company,  Inc.   Further,  in the  event  such
      dissolution, liquidation or merger does not occur by  November 15,
      2000, Borrower  shall  cause Conlin  Bros.,  Inc. to  execute  and
      deliver to Bank  on or  before such  date a  Guaranty, a  Security
      Agreement  (All  Assets),   a  Security  Agreement   (Intellectual
      Property), and such UCC financing statements as Bank may  require,
      all in  form  and  substance satisfactory  to  Bank  in  its  sole
      discretion.

         Section  2.2   Reporting Requirements.   Effective  as of  the  date
 hereof,  (a) the  phrase  "one  hundred  twenty  (120)  days"  appearing  in
 subsection (b) of Section 4.3 of  the Credit Agreement is hereby amended  to
 read "ninety (90) days", and (b) subsections (d), (e), (f), (g), (h) and (i)
 of Section 4.3 of the Credit Agreement  are hereby amended to read in  their
 respective entireties as follows:

           (d)  as soon as  available, and in  any event within  fifteen
                (15) days after and as of each Borrowing Base  Reporting
                Date, agings  and  reports  of  accounts  receivable  of
                Borrower and  such of  the Borrower  Parties as  may  be
                required by the Bank, in form and detail satisfactory to
                Bank;

           (e)  as soon as  available, and  in any  event within  thirty
                (30) days  after and  as of  the  end of  each  calendar
                month,  agings  and  reports  of  accounts  payable   of
                Borrower and  such of  the Borrower  Parties as  may  be
                required by the Bank, in form and detail satisfactory to
                Bank;
<PAGE>

           (f)  as soon as  available, and in  any event within  fifteen
                (15) days after and as of each Borrowing Base  Reporting
                Date, a listing of Inventory of Borrower and such of the
                Borrower Parties as may be required by the Bank, in form
                and detail satisfactory to Bank;

           (g)  as soon as  available, and in  any event within  fifteen
                (15) days after and as of each Borrowing Base  Reporting
                Date, a stock status report of Inventory as is presently
                prepared by Borrower, and of agings and reports of  both
                accounts receivable and accounts payable, in the form of
                Exhibit F attached to this Agreement;

           (h)  simultaneously  with  the  Financial  Statements  to  be
                delivered to Bank  pursuant to subsections  (b) and  (c)
                above, a Compliance Certificate certified as being  true
                and correct  by the  chief  financial officer  or  other
                officer  acceptable  to   Bank  of   Borrower  and,   as
                applicable, each Borrower Party;

           (i)  within fifteen (15) days after and as of each  Borrowing
                Base  Reporting  Date,  a  Borrowing  Base   Certificate
                certified  as  being  true  and  correct  by  the  chief
                financial officer or other officer acceptable to Bank of
                Borrower and, as applicable, each Borrower Party;

         Section  2.3  Collateral Audits.  Effective  as of the date  hereof,
 Section 4.14  of the  Credit Agreement  is  hereby amended  to read  in  its
 entirety as follows:

           4.14 Collateral Audits.  Permit Bank to conduct audits of any
      Borrower Party's Accounts  and Inventory  as often  as Bank  deems
      such audits to be desirable.  Upon Bank's request, Borrower  shall
      reimburse Bank for the reasonable  costs and expenses expended  by
      Bank in connection with such audits,  such expenses not to  exceed
      $5,000.00 per audit.   Without  limiting Bank's  right to  conduct
      more frequent audits, Bank acknowledges that it currently  intends
      to conduct two (2)  such audits of  Accounts and Inventory  during
      each successive 12  month period beginning  on or after  September
      13, 2000; provided  however, so long  as no Event  of Default  has
      occurred and is continuing, any additional audit conducted by Bank
      shall be at the sole cost and expense of Bank.

         Section  2.4    Capital  Structure,  Business  Objects  or  Purpose.
 Effective as of  the date  hereof, Section 5.1  of the  Credit Agreement  is
 hereby amended to read in its entirety as follows:
<PAGE>

           5.1  Capital Structure, Business Objects or Purpose.   Except
      as hereinafter provided,  purchase, acquire or  redeem any of  its
      equity ownership interests,  or enter into  any reorganization  or
      recapitalization or reclassify its equity ownership interests,  or
      make any  material  change in  its  capital structure  or  general
      business objects  or  purpose.    Notwithstanding  the  foregoing,
      Conlin Bros.,  Inc may  be dissolved,  liquidated or  merged  into
      Borrower or Athletic Training Equipment Company, Inc., so long  as
      such dissolution, liquidation or merger  results in all assets  of
      Conlin Bros., Inc.  being owned by  Borrower or Athletic  Training
      Equipment Company, Inc.

         Section  2.5   Acquisitions.    Effective  as of  the  date  hereof,
 Section 5.6  of  the Credit  Agreement  is hereby  amended  to read  in  its
 entirety as follows:

           5.6  Acquisitions.  Purchase or  otherwise acquire or  become
      obligated for  the purchase  of all  or substantially  all of  the
      assets or business interests of any Person or any shares of  stock
      or other ownership interests of any Person or in any other  manner
      effectuate or  attempt  to  effectuate  an  expansion  of  present
      business by acquisition.

         Section  2.6  Dividends.  Effective as  of the date hereof,  Section
 5.7 of the Credit  Agreement is hereby  amended to read  in its entirety  as
 follows:

           5.7  Dividends.  Declare  or pay  dividends on,  or make  any
      other distribution (whether by reduction of capital or  otherwise)
      in respect of any shares of  its capital stock or other  ownership
      interests.

         Section 2.7  Investments.  Effective as of the date hereof,  Section
 5.8 of the Credit  Agreement is hereby  amended to read  in its entirety  as
 follows:

           5.8  Investments.  Make  or allow to  remain outstanding  any
      investment (whether such investment shall  be of the character  of
      investment in shares of stock, evidences of indebtedness or  other
      securities or otherwise) in, or any loans, advances or  extensions
      of credit to, any Person, other than:

           (a)  Borrower's  current   ownership   interests   in   those
                Subsidiaries of  Borrower  identified  on  Schedule  3.5
                attached hereto; and

           (b)  any investment  in  direct  obligations  of  the  United
                States  of  America  or   any  agency  thereof,  or   in
                certificates  of  deposit  issued  by  Bank,  maintained
                consistent with Borrower's or such Subsidiary's business
                practices prior to  the date hereof;  provided, that  no
                such investment shall mature more than ninety (90)  days
                after the date when made or the issuance thereof.

         Section  2.8   Capital  Expenditures.    Effective as  of  the  date
 hereof, Section 5.16 of  the Credit Agreement is  hereby amended to read  in
 its entirety as follows:
<PAGE>

           5.16 Capital Expenditures.  Acquire or expend for, or  commit
      to acquire or expend for, capital  assets by lease (including  any
      Capitalized  Lease  Obligations),  purchase  or  otherwise  in  an
      aggregate amount that  exceeds $500,000  for the  period from  and
      including June 1, 2000 to and including March 31, 2001 or for  any
      12 month period ending thereafter.

         Section  2.9  Remedies.   Effective as of  the date hereof,  Section
 6.2 of the Credit  Agreement is hereby  amended to read  in its entirety  as
 follows:

           6.2. Remedies Upon Event of Default.  Upon the occurrence and
      at any time during  the existence or continuance  of any Event  of
      Default, but without  impairing or otherwise  limiting the  Bank's
      right to demand payment of all or any portion of the  Indebtedness
      which is payable on demand, at Bank's option, Bank may give notice
      to Borrower  declaring  all or  any  portion of  the  Indebtedness
      remaining unpaid  and  outstanding,  whether under  the  Notes  or
      otherwise, to be  due and  payable in  full without  presentation,
      demand,  protest,  notice  of   dishonor,  notice  of  intent   to
      accelerate, notice of  acceleration or other  notice of any  kind,
      all of  which  are hereby  expressly  waived, whereupon  all  such
      Indebtedness   shall   immediately   become   due   and   payable.
      Furthermore, upon the occurrence of a Default or Event of  Default
      and at any time during the existence or continuance of any Default
      or Event of Default, but  without impairing or otherwise  limiting
      the right of Bank, if reserved under any Loan Document, to make or
      withhold financial accommodations at its discretion, to the extent
      not yet  disbursed, any  commitment by  Bank to  make any  further
      loans to Borrower, issue any further  Letters of Credit or  effect
      any further Foreign Exchange  Transactions for Borrower's  account
      under this  Agreement  shall  automatically  terminate;  provided,
      should such  Default  or  Event of  Default  be  cured  to  Bank's
      satisfaction, Bank  may,  but shall  be  under no  obligation  to,
      reinstate any  such  commitment  by written  notice  to  Borrower.
      Notwithstanding the foregoing, in the case of an Event of  Default
      under Section 6.1(i), and notwithstanding the lack of any  notice,
      demand or declaration by  Bank, the entire Indebtedness  remaining
      unpaid and outstanding shall become automatically due and  payable
      in full, and any commitment by  Bank to make any further loans  to
      Borrower, issue  any  further  Letters of  Credit  or  effect  any
      further Foreign Exchange Transactions for Borrower's account shall
      be  automatically   and   immediately  terminated,   without   any
      requirement of notice  or demand by  Bank upon  Borrower, each  of
      which are hereby expressly waived by Borrower.  Furthermore,  upon
      the occurrence of a  Default or Event of  Default and at any  time
      during the existence  or continuance of  any Default  or Event  of
      Default, the  Bank  may record  the  Mortgage in  the  appropriate
      records of  Calhoun County,  Alabama, and  Borrower shall  pay  or
      reimburse Bank  for  any and  all  filing fees,  recording  costs,
      mortgage tax, stamp  tax or  other amounts  payable in  connection
      therewith; and  upon Bank's  request,  Borrower shall  obtain  and
      deliver to  Bank  or  pay  or  reimburse  Bank  for  obtaining  an
      appraisal, survey, mortgagee title policy, environmental audit and
      such other  documents  and  information  as  Bank  may  reasonably
      request.  The foregoing rights and remedies are in addition to any
      other rights, remedies and privileges  Bank may otherwise have  or
      which may be available  to it, whether  under this Agreement,  any
      other Loan Document, by law, or otherwise.
<PAGE>

         Section 2.10   Successors and Assigns; Participation.  Effective  as
 of the date hereof, the last sentence of Section 7.7 of the Credit Agreement
 is hereby amended to read in its entirety as follows:

      Notwithstanding the foregoing, Bank will  not assign to any  third
      party more than forty-nine percent (49%)  of its interests in  any
      of the  Loans,  Notes  or  obligations  to  Bank  under  the  Loan
      Documents without the prior written consent of Borrower; provided,
      however, that (a) no such consent by Borrower shall be required in
      the case of any  assignment to any Affiliate  of Bank, and  (b) no
      such consent shall be required if any Default or Event of  Default
      shall have occurred and be continuing.

          Section  2.11  New Definitions.  Effective  as of the date  hereof,
 the Defined Terms Addendum to the Credit Agreement is hereby amended to  add
 the following definitions, which definitions shall read in their  respective
 entireties as follows:

               "Borrowing  Base Reporting Date" means  each of the  15th
      day of  each calendar  month and  the last  day of  each  calendar
      month.

               "Change  in Control"  shall mean  (a) the acquisition  of
      ownership, directly or indirectly,  beneficially or of record,  by
      any Person or group (within the meaning of the Securities Exchange
      Act  of  1934  and  the  rules  of  the  Securities  and  Exchange
      Commission thereunder as in effect on the date hereof), other than
      the Excluded Persons, of  Equity Interests representing more  than
      51% of either the aggregate ordinary voting power or the aggregate
      equity value  represented by  the  issued and  outstanding  Equity
      Interests in  Borrower; or  (b) occupation of  a majority  of  the
      seats (other  than vacant  seats) on  the  board of  directors  of
      Borrower by  Persons  who  were not  nominated  by  the  board  of
      directors of Borrower.

               "Equity  Interests" shall mean  shares of capital  stock,
      partnership interests, membership interests in a limited liability
      company, beneficial interests in a trust or other equity ownership
      interests in a Person.

               "Excluded  Persons"  means  (a) Emerson  Radio  Corp.,  a
      Delaware corporation, and  its successors,  Subsidiaries or  other
      Affiliates, and (b) Geoffrey P. Jurick.

               "Leverage  Ratio" shall mean,  in respect  of any  Person
      and as of any applicable date of determination thereof, the  ratio
      of (a) Debt as  of such date  to (b) EBITDA  for the  twelve-month
      period immediately  preceding the  date of  determination  thereof
      (excluding EBITDA of any entity  acquired by Borrower during  such
      twelve-month period for  any portion of  the period preceding  the
      acquisition).

               "Swingline  Loan" shall mean  an advance made,  or to  be
      made, under  the  swingline  facility to  or  for  the  credit  of
      Borrower by the Bank  pursuant to Section 1.3  of the Loan  Terms,
      Conditions and Procedures Addendum.
<PAGE>

               "Term  Loan"  shall  mean  the  renewal,  extension   and
      modification, but not extinguishment or novation, of  Indebtedness
      under the SAF Loan in the amount of $2,500,000, in accordance with
      Section 2.1 of the Loan Terms, Conditions and Procedures Addendum.

               "Term  Note"  shall mean  the  Variable  Rate-Installment
      Note dated September 13, 2000, in the original principal amount of
      $2,500,000 made by Borrower payable to  the order of the Bank,  as
      the same may be renewed, extended, modified, increased or restated
      from time to time, such Term Note being in renewal, extension  and
      modification, but not extinguishment or novation, of a portion  of
      the Indebtedness evidenced by the SAF Note.

          Section 2.12  Amended  Definitions.    Effective  as  of  the  date
 hereof, the following definitions set forth in the Defined Terms Addendum to
 the  Credit  Agreement  are  hereby  amended  to  read  in  their respective
 entireties as follows:

           "Borrowing  Base   Limitation"  shall   mean  the   sum   of:
      (a) eighty-five percent (85%)  of Eligible  Accounts; and  (b) the
      lesser  of  $20,000,000  or   sixty  percent  (60%)  of   Eligible
      Inventory.

           "Current Liabilities" shall mean, in respect of a Person  and
      as of any applicable date of determination, (a) all liabilities of
      such Person that  should be  classified as  current in  accordance
      with GAAP,  but excluding  any portion  of  the principal  of  the
      Indebtedness classified as current at  such time, plus (b) to  the
      extent not otherwise included, all liabilities of the Borrower  to
      any of  its Affiliates  whether or  not classified  as current  in
      accordance with GAAP.

           "Loans"  shall mean,  collectively, the  Revolving  Loans and
      the Term Loan, and "Loan" shall mean any of them.

           "Notes"  shall mean, collectively,  whether one or  more, the
      Revolving Credit Note and the Term Note, and "Note" shall mean any
      of them.

           "Revolving Credit Maturity Date" shall mean  October 2, 2002,
      or such earlier date on which  the entire unpaid principal  amount
      of all  Revolving Loans  becomes due  and payable  whether by  the
      lapse of  time, demand  for  payment, acceleration  or  otherwise;
      provided, however, if any  such date is not  a Business Day,  then
      the Revolving Credit  Maturity Date shall  be the next  succeeding
      Business Day.

            "Revolving Credit Maximum Amount" shall mean  (a) the lesser
      of (i) $25,000,000 or (ii) the Borrowing Base Limitation.
<PAGE>

            "Revolving Credit Note" shall mean the Revolving Credit Note
      dated September  13,  2000 in  the  original principal  amount  of
      $25,000,000 made by Borrower payable to the order of the Bank,  as
      the same may be renewed, extended, modified, increased or restated
      from time to time,  such Revolving Credit  Note being in  renewal,
      extension and modification, but not extinguishment or novation, of
      that certain Revolving Credit Note dated April 26, 1999,  executed
      by Borrower  and payable  to the  order of  Bank in  the  original
      principal amount of $30,000,000.

             "Revolving  Loans" shall mean  an  advance  made, or to  be
      made, under  the revolving  credit loan  facility  to or  for  the
      credit of  Borrower  by  the Bank  pursuant  to  the  Loan  Terms,
      Conditions and Procedures  Addendum, and  shall include  Swingline
      Loans.

           "Unused Commitment Fee Percentage" shall mean the  applicable
      percentage set forth below, which shall be determined from time to
      time in  accordance  with  the following  schedule  based  on  the
      Leverage Ratio:

            Leverage Ratio               Unused Commitment Fee Percentage
            --------------               --------------------------------
      Equal to or greater than 3.5:1.0                 0.35%
      Less than 3.5:1.0                                0.15%


          Section  2.13   Financial  Covenants.   Effective  as of  the  date
 hereof the Financial  Covenants Addendum is  hereby amended to  read in  its
 entirety as set forth on Annex I hereto.

          Section  2.14   Deleted  Definitions.   Effective  as of  the  date
 hereof, Section 1.1 of the Defined Terms Addendum to the Credit Agreement is
 hereby amended to delete  the definitions of "SAF  Loan Maximum Amount"  and
 "SAF Loan Termination Date" in their entireties.

          Section  2.15   Swingline  Facility.    Effective as  of  the  date
 hereof, Section 1.3 of the Loan Terms, Conditions and Procedures Addendum to
 the Credit Agreement is  hereby amended to add  the following provisions  to
 the end thereof:
<PAGE>

      Subject to  the  terms  and  conditions  of  the  Loan  Documents,
      Borrower may request  that Revolving  Loans be  made as  Swingline
      Loans from time  to time from  September 13, 2000  until (but  not
      including) the Revolving Credit  Maturity Date, provided that  the
      aggregate  principal  amount  of  Swingline  Loans  at  any   time
      outstanding shall not  exceed $2,000,000.   Borrower  may use  the
      swingline facility  provided herein  by borrowing,  prepaying  the
      Swingline Loans  in whole  or in  part,  and reborrowing,  all  in
      accordance with the  terms and conditions  of the Loan  Documents.
      The proceeds of each Swingline Loan shall be used by the  Borrower
      solely for its short-term  cash needs for  working capital.   Each
      Swingline Loan shall, from  and after the  date of such  Swingline
      Loan, bear interest at  a per annum rate  equal to the  Applicable
      Interest Rate provided in the Revolving Credit Note for the  Prime
      Rate Balance (as defined in the Revolving Credit Note) and  during
      the existence of an Event of Default at the Default Rate and shall
      be due and payable in accordance  with the terms of the  Revolving
      Credit Note.   Borrower  shall not  be entitled  to designate  any
      Swingline  Loan  as  a  Eurodollar  Balance  (as  defined  in  the
      Revolving Credit  Note) or  to convert  any  Swingline Loan  to  a
      Eurodollar Balance.    Borrower  may request  Swingline  Loans  by
      submitting a Request for Advance in accordance with the  foregoing
      provisions of this Section 1.3.   Borrower and the Bank may  enter
      into a  separate  agreement  providing  for  Swingline  Loans  and
      principal reductions of Swingline Loans to occur automatically  at
      such times as Borrower and the Bank may agree.  So long as such an
      agreement is in effect, in addition to Borrower's right to request
      Swingline Loans by  means of  a Request  for Advance  and to  make
      prepayments of Swingline Loans as  provided in the Loan  Documents
      for Revolving Loans, Swingline  Loans and principal reductions  of
      Swingline Loans will occur  automatically in accordance with  such
      Agreement.

          Section  2.16  Use of Proceeds.   Effective as of the date  hereof,
 Section 1.6 of  the Loan Terms,  Conditions and Procedures  Addendum to  the
 Credit Agreement is hereby amended to read in its entirety as follows:

           1.6  Use of Proceeds  of Revolving  Loans.   The proceeds  of
      Revolving Loans  shall  be  used  for  working  capital  needs  of
      Borrower.

          Section 2.17   Fees.  Effective as of the date hereof, Section  1.8
 of the  Loan  Terms,  Conditions  and  Procedures  Addendum  to  the  Credit
 Agreement is hereby amended to read in its entirety as follows:

           1.8  Fees.  (a) Unused Commitment Fee.  Borrower shall pay to
      Bank an unused commitment fee in an amount equal to the product of
      (i) the Unused Commitment  Fee Percentage  multiplied by  (ii) the
      difference between (A) $25,000,000  and (B) sum  of the  aggregate
      outstanding principal  balance of  all  Revolving Loans  plus  the
      Letter of Credit Liabilities plus the Foreign Exchange Transaction
      Liabilities.  Such fee shall be computed on a quarterly basis  and
      shall be payable  quarterly in arrears  as of the  end of each  of
      Borrower's fiscal quarters.  Bank shall invoice Borrower for  such
      fees, which invoice shall be due  and payable within fifteen  (15)
      days after receipt.
<PAGE>

           (b) Change in Control Fee.  Upon the occurrence of any Change
      in Control, promptly and  in any event within  90 days after  such
      occurrence, Borrower shall pay to Bank  a fee in the amount  equal
      to (i) 1.00% of the Revolving Credit Maximum Amount if such Change
      in Control occurs prior to October 2, 2001, and (ii) 0.75% of  the
      Revolving Credit Maximum Amount if  such Change in Control  occurs
      on or  after October 2,  2001; provided,  however, that  such  fee
      shall not be payable if Borrower refinances the Indebtedness  with
      Bank or one of  its direct Affiliates on  or before the date  such
      fee would  otherwise  be  due.    Neither  Bank  nor  any  of  its
      Affiliates has any obligation to refinance the Indebtedness.

          Section 2.18  Letters of Credit.  Effective as of the date  hereof,
 the amount "5,000,000"  appearing in subsection  (a) of Section  1.9 of  the
 Loan Terms, Conditions and  Procedures Addendum to  the Credit Agreement  is
 hereby amended to read "$1,500,000".

          Section 2.19   Lock Box.  Effective as of the date hereof,  Section
 1 of  the Loan  Terms,  Conditions and  Procedures  Addendum to  the  Credit
 Agreement is hereby amended to add the following Section 1.11 thereto, which
 Section 1.11 shall read in its entirety as follows:

           1.11 Lock Box; Crediting Collections.  At any time, Bank  may
      elect to  require  that Borrower  and  each other  Borrower  Party
      comply with the terms, provisions and covenants set forth in  this
      Section 1.11.   From and after  such election,  Borrower and  each
      other Borrower  Party  which shall  pledge  or purport  to  pledge
      Accounts as  security for  all or  any part  of the  Indebtedness,
      shall maintain, at all times during the term of this Agreement,  a
      depository account ("Depository Account") and lock box ("Lockbox")
      arrangement acceptable  to Bank.   At  any  time during  the  term
      hereof and for any reason, upon notification to Borrower by  Bank,
      Borrower and each other  Borrower Party shall,  in every   invoice
      issued by  Borrower  or  such other  Borrower  Party,  direct  all
      Account Debtors to send their payments directly to the post office
      box established  by  the  aforesaid  Lockbox  arrangement.    Each
      Depository Account  shall  be  in the  name  of  Bank.    Borrower
      irrevocably authorizes and  shall cause each  such other  Borrower
      Party to  irrevocably  authorize  the  Bank  to  transfer  to  the
      Depository Account any  funds that  have been  deposited into  any
      other accounts or that Bank has otherwise received.  Except to the
      extent otherwise provided  below, if  Borrower or  any such  other
      Borrower Party  receives any  payments  from any  Account  Debtor,
      Borrower hereby agrees  and shall cause  each such other  Borrower
      Party to  agree that  all  such payments  shall  be the  sole  and
      exclusive property of Bank, and  such Borrower or Borrower  Party,
      as applicable, shall hold such payments in trust as Bank's trustee
      and immediately deliver said  payments to the Depository  Account.
      Bank shall have all right, title and interest in all of the  items
      from time to time  in the Depository  Account and their  proceeds;
      provided, however,  that until  such time  as  Bank, in  its  sole
      discretion, delivers to  Borrower a notice  of activation of  cash
      control (an  "Activation  Notice"),  Borrower  and/or  such  other
      Borrower Parties  may  withdraw  amounts,  if  any,  held  in  the
      Depository  Account  to  pay  ordinary  and  necessary   operating
      expenses.  The receipt of any  check, wire transfer or other  item
      of payment by Bank  shall not be considered  a payment on  account
      until the Business Day on which,  as of 10:00 A.M., Dallas,  Texas
      time, the same is honored by  Bank's depository bank with  respect
      thereto and final settlement  thereof is reflected by  irrevocable
      credit to Bank's account in such  bank.  All payments so  received
      by Bank shall be  applied in payment of  the Indebtedness in  such
      order as Bank, in its sole discretion, may elect which may be, but
      shall not be limited to, the following: first, to Bank's costs and
      expenses; then, to interest; then, to  principal on such Loans  as
      Bank may elect (in inverse order of their maturities if  principal
      amounts are due in installments); and then, to other Indebtedness.
<PAGE>

          Section  2.20   SAF Loans; Term  Loan.   Effective as  of the  date
 hereof, (a) the commitment of Bank to  make SAF Loans is hereby  terminated,
 and no further SAF  Loans will be  made; (b) outstanding Indebtedness  under
 the SAF  Loans in  the  aggregate amount  of  $5,000,000 shall  be  renewed,
 extended and modified, but not extinguished,  as a Revolving Loan under  the
 Credit Agreement; and (c) the  remaining outstanding Indebtedness under  the
 SAF Loans in the aggregate amount  of $2,500,000 shall be renewed,  extended
 and modified, but not extinguished  pursuant to a Term  Note in the form  of
 Annex III hereto (the "Term Note") and shall bear interest and be payable as
 provided therein.  Accordingly, effective as  of the date hereof, Section  2
 of the  Loan  Terms,  Conditions  and  Procedures  Addendum  to  the  Credit
 Agreement is hereby  amended to delete  Sections 2.1, 2.2  and 2.3 in  their
 entireties, and  such  sections  are  hereby  replaced  with  the  following
 Sections 2.1  and  2.2,  which  sections  shall  read  in  their  respective
 entireties as follows:

           Section 2.1.   Term  Loan.     Subject  to   the  terms   and
      conditions of the Loan Documents, on and as of September 13, 2000,
      (a) the commitment of the  Bank to make  SAF Loans is  terminated,
      and no  further  SAF  Loans  will  be  made;  (b) the  outstanding
      Indebtedness under  the  SAF  Loans in  the  aggregate  amount  of
      $5,000,000 shall  be  renewed,  extended  and  modified,  but  not
      extinguished,  as  a   Revolving  Loan,   and  (c) the   remaining
      outstanding Indebtedness  under the  SAF  Loans in  the  aggregate
      amount of $2,500,000 shall be renewed, extended and modified,  but
      not extinguished, pursuant to the Term Note.

           Section 2.2.   Repayment of and Interest  on Term Loan.   The
      Indebtedness from time to time outstanding under and evidenced  by
      the Term Note shall bear interest at a rate per annum equal to the
      Applicable Interest Rate and during the  existence of an Event  of
      Default at  the Default  Rate and  shall  otherwise be  repaid  in
      accordance with the terms of the Term Note.  Borrower shall not be
      permitted to reborrow any amounts repaid under the Term Note.

          Section 2.21   Excess Cash Flow.  Effective as of the date  hereof,
 Section 3 of the  Loan Terms, Conditions and  Procedures Addendum is  hereby
 amended to add Section 3.9 to the end thereof, which Section 3.9 shall  read
 in its entirety as follows:

               3.9   Mandatory   Prepayment   of   Excess   Cash   Flow.
      Following the  end of  each calendar  month, commencing  with  the
      month ending  August 31,  2000, Borrower  shall  prepay all  or  a
      portion of  the Term  Loan in  an aggregate  amount equal  to  the
      lesser of $100,000 or the amount  by which EBITDA of Borrower  and
      its Subsidiaries on  a consolidated basis  for such month  exceeds
      the aggregate amount  of all scheduled  payments of principal  and
      interest required or paid during such month in respect of any  and
      all Debt of Borrower and its Subsidiaries on a consolidated basis,
      including without limitation Capitalized Lease Obligations and the
      scheduled payment on the Term Loan.   Each prepayment pursuant  to
      this Section  shall  be  made  on or  before  the  date  on  which
      financial statements are  delivered or required  to be  delivered,
      whichever is  the first  to occur,  pursuant to  Section 4.3  with
      respect to the month for which such calculation is being made.
<PAGE>

          Section  2.22  Amendment  to Exhibits.   Effective as  of the  date
 hereof, (a) Exhibit A  (Form of Borrowing  Base Certificate)  to the  Credit
 Agreement is hereby amended to read in its entirety as set forth on Annex IV
 hereto, and (b) Exhibit  B (Form of  Compliance Certificate)  to the  Credit
 Agreement is hereby amended to read in its entirety as set forth on Annex  V
 hereto.

                                 Article III
                             Conditions Precedent

         Section  3.1  Conditions.   The effectiveness  of this Amendment  is
 subject to satisfaction of the following conditions precedent, unless waived
 in writing by Bank:

           (a) Documents.   Concurrently with  the execution  and delivery of
      this Amendment, Borrower shall  execute (or cause  to be executed)  and
      deliver to Bank, and as appropriate there shall be filed and  recorded,
      the following:

           (i)  A Revolving Credit Note in the  form of Annex II hereto  (the
                "Revolving  Note"),   executed  by   Borrower,  in   renewal,
                extension  and  modification,   but  not  extinguishment   or
                novation, of  the  Indebtedness  evidenced  by  the  existing
                Revolving Credit  Note  and  a portion  of  the  Indebtedness
                evidenced by the SAF Note;

           (ii) The Variable Rate-Installment Note in  the form of Annex  III
                hereto (the "Term Note", and together with the New  Revolving
                Note, the "Renewal Notes"), executed by Borrower, in  partial
                renewal, extension and  modification, but not  extinguishment
                or novation, of  the existing Indebtedness  evidenced by  the
                SAF Note;

           (iii) A  Security  Agreement (Intellectual  Property)  executed by
                each of Borrower and the Guarantor;

           (iv) Financing Statements required or requested by Bank to perfect
                all security interests to be conferred on Bank under the Loan
                Documents and to accord bank a perfected security position in
                the Collateral, subject only to Permitted Encumbrances;

           (v)  Mortgage on the Property, executed by Borrower, provided that
                such Mortgage shall not be recorded unless and until an Event
                of Default occurs, as provided in the Credit Agreement;

           (vi) the  Certificate  of   Corporate  Authority  and   Incumbency
                including the  Unanimous Consent  of  Board of  Directors  of
                Borrower and Guarantor; and

           (vii) such other documents and instruments as Bank may  reasonably
                require.
<PAGE>

           (b) Authority Documents.   Bank shall have received: (i) copies of
      resolutions  of  the  board  of  directors,  of  each  Borrower   Party
      evidencing approval  of  the  transactions  contemplated  by  the  Loan
      Documents, and authorizing the  execution, delivery and performance  by
      each Borrower Party of each Loan Document to which it is a party or  by
      which  it  is  otherwise  bound,  which  resolutions  shall  have  been
      certified by a duly  authorized officer, of each  Borrower Party as  of
      the date of  this Amendment  as being  complete, accurate  and in  full
      force and effect; (ii) incumbency  certifications of a duly  authorized
      officer, of  each  Borrower  Party, in  each  case,  identifying  those
      individuals who are authorized to execute the Loan Documents for and on
      behalf of such Person(s), respectively, and to otherwise act for and on
      behalf of  such  Person(s);  (iii) certified copies  of  each  of  such
      Person(s)' certificates of incorporation and bylaws, and all amendments
      thereto;  and  (iv) certificates  of   existence,  good  standing   and
      authority  to  do  business,  as  applicable,  certified  substantially
      contemporaneously with the date  of this Agreement,  from the state  or
      other jurisdiction of each of such Person(s)' organization.

           (c) Licenses, Permits, Approvals, Etc.   To  the extent  necessary
      and applicable,  Borrower shall  have received  any and  all  necessary
      authorizations, approvals and consents from all applicable Governmental
      Authorities in respect of the borrowing  by Borrower of the Loans,  the
      Loan Documents and the transactions contemplated by any Loan Document.

           (d) UCC Lien Search.  Bank shall have  received UCC, tax lien  and
      judgment lien record and copy searches satisfactory to Bank.

           (e) Casualty Insurance.  Borrower shall have furnished to Bank, or
      cause to  have been  furnished to  Bank,  in form  and content  and  in
      amounts and  with companies  satisfactory to  Bank, casualty  insurance
      policies, with loss  payable and mortgagee  clauses in  favor of  Bank,
      relating to the assets and properties  (including, but not limited  to,
      the Collateral) of Borrower  any applicable Borrower Party.

           (f) Approval   of  Bank   Counsel.    All  actions,   proceedings,
      instruments and  documents required  to carry  out the  borrowings  and
      transactions contemplated by this Agreement or any other Loan  Document
      or incidental thereto, and all other related legal matters, shall  have
      been reasonably satisfactory to and approved by legal counsel for Bank,
      and said counsel shall have been  furnished with such certified  copies
      of actions and proceedings and such other instruments and documents  as
      they shall have reasonably requested.

           (g) Compliance  with  Certain  Documents  and  Agreements.    Each
      Borrower  Party  shall  have  each  performed  and  complied  with  all
      agreements and conditions contained in the Loan Documents applicable to
      it and which are then in effect.

           (h) Other  Documents and  Instruments.   Bank shall  have received
      such other instruments and documents  (not inconsistent with the  terms
      hereof) as Bank may reasonably request in connection with the making of
      the Loans hereunder, and  all such instruments  and documents shall  be
      reasonably satisfactory in form and substance to Bank.
<PAGE>

           (i) Representations  and  Warranties.    The  representations  and
      warranties contained herein or in any Loan Documents shall be true  and
      correct as of the date hereof, as if made on the date hereof.

           (j) No Event  of Default.  No Event of Default shall have occurred
      and be continuing  and no  Default shall  exist, unless  such Event  of
      Default or Default has been specifically waived in writing by Bank.

           (k) Corporate  and  Partnership  Proceedings.   All  corporate and
      partnership proceedings  taken  in  connection  with  the  transactions
      contemplated by this Amendment and all documents, instruments and other
      legal matters incident thereto, shall be satisfactory to Bank.

           (l) Fees, Costs  and Expenses.  Borrower shall have paid all fees,
      costs  and  expenses  (including  legal  fees)  incurred  by  Bank   in
      connection with the  Credit Agreement, this  Amendment, the other  Loan
      Documents and the transactions contemplated thereby, including  without
      limitation the  preparation,  negotiation,  execution,  administration,
      filing and recording thereof,  and an amount  for payment of  estimated
      post-closing fees and expenses.

           (m) Amendment  Fee.  Borrower shall have paid to Bank on the  date
      hereof an amendment fee  in the amount of  $62,500, and any other  fees
      payable pursuant to any other agreement between Borrower and Bank.


                                 Article IV
                              Guarantor Consent

         Section  4.1   Guarantor Consent.   Guarantor hereby  joins in  this
 Amendment to evidence Guarantor's  consent to the  execution by Borrower  of
 this  Amendment,  to  confirm  that  the  Guaranty  heretofore  executed  by
 Guarantor (the  "Guaranty")  applies and  shall  continue to  apply  to  all
 Indebtedness of Borrower  including the  Renewal Notes,  and to  acknowledge
 that without  such consent  and confirmation,  Bank would  not execute  this
 Amendment.  Notwithstanding any payment or payments made by Guarantor  under
 the Guaranty or any  set-off or application of  any of Guarantor's funds  by
 Bank, Guarantor shall never  be subrogated in any  of Bank's rights  against
 Borrower or any other  person or entity or  any Collateral or offset  rights
 held by Bank for payment of  the Indebtedness, nor shall Guarantor have  any
 right of indemnity,  reimbursement or contribution  against Borrower or  any
 other  person  or  entity  for  Guarantor's  payment  of  any  part  of  the
 Indebtedness.   Guarantor agrees  that  it shall  never  be entitled  to  be
 subrogated to any of Bank's rights  against Borrower or any other person  or
 entity or any Collateral or  offset rights held by  Bank for payment of  the
 Indebtedness until  complete  performance  of  all  of  the  obligations  of
 Borrower and other  applicable parties under  the Loan  Documents and  final
 termination of Bank's obligation--if any--to make any further advances under
 the Notes or provide any other  financial accommodations to Borrower or  any
 other applicable party  under the Loan  Documents.  The  provisions of  this
 paragraph shall control  over any inconsistent  provision set  forth in  the
 Guaranty.
<PAGE>

                                  Article V
                 Ratification, Representations and Warranties

         Section  5.1  Ratification.  The terms  and provisions set forth  in
 this Amendment  shall  modify  and  supersede  all  inconsistent  terms  and
 provisions set forth in  the Credit Agreement and  any other Loan  Document,
 and except as expressly modified and superseded by this Amendment, the terms
 and provisions of  the Credit Agreement,  and the other  Loan Documents  are
 ratified and  confirmed  and  shall  continue  in  full  force  and  effect.
 Borrower and Bank agree that the Credit Agreement, as amended hereby and the
 other Loan  Documents  shall  continue  to  be  legal,  valid,  binding  and
 enforceable in accordance with their  respective terms. Except as  expressly
 set forth in this  Amendment, nothing herein shall  in any manner  diminish,
 impair or extinguish the Notes, any  of the Indebtedness evidenced  thereby,
 or any  of the  other Loan  Documents.   Any  and all  security  agreements,
 negative pledge agreements and other security documents heretofore  executed
 and delivered by Borrower  and Guarantor, or either  of them, in  connection
 with the  Agreement,  and all  liens,  assignments, security  interests  and
 covenants  created,  granted  or  evidenced  thereby  are  hereby  ratified,
 confirmed, brought  forward,  renewed and  extended  and shall  continue  as
 security for  all  of the  Indebtedness,  including without  limitation  the
 Renewal Notes, in addition to and  cumulative of all other security for  the
 Indebtedness.

         Section  5.2     Representations  and  Warranties.    Borrower   and
 Guarantor each hereby represent and warrant to Bank that (i) the  execution,
 delivery and  performance of  this  Amendment and  any  and all  other  Loan
 Documents  executed  and/or  delivered  in  connection  herewith  have  been
 authorized by all  requisite corporate action  on the part  of Borrower  and
 each Guarantor and will not violate the Articles of Incorporation or  Bylaws
 of Borrower  or  any  Guarantor;  (ii) the  representations  and  warranties
 contained in the  Credit Agreement, as  amended hereby, and  any other  Loan
 Document are true and correct on and as of the date hereof as though made on
 and as of  the date hereof,  except to the  extent such representations  and
 warranties relate to an  earlier date; (iii) Borrower  and Guarantor are  in
 full compliance with all  covenants and agreements  contained in the  Credit
 Agreement, as  amended hereby;  and (iv) all  indebtedness, liabilities  and
 obligations heretofore secured by any Lien on property or assets of Borrower
 or Guarantor, including without limitation patents, trademarks and the  real
 property located in Calhoun County, Alabama, have been paid in full and as a
 result such Liens have  been discharged.  As  soon as practicable after  the
 date hereof, and in any event no later than September 30, 2000, Borrower and
 Guarantor shall deliver  to Bank appropriate  written releases  in form  and
 substance satisfactory to Bank of all such Liens, executed by the respective
 Lien holders.

                                 Article VI
                                Miscellaneous

         Section  6.1   Survival  of  Representations and  Warranties.    All
 representations and warranties  made in the  Credit Agreement  or any  other
 document or documents relating  thereto, including, without limitation,  any
 Loan Document furnished in connection with this Amendment, shall survive the
 execution and delivery of this Amendment  and the other Loan Documents,  and
 no investigation by Bank or any closing shall affect the representations and
 warranties or the right of Bank to rely upon them.
<PAGE>

         Section  6.2  Reference to Agreement.   Each of the Loan  Documents,
 including the  Agreement and  any and  all  other agreements,  documents  or
 instruments now or hereafter  executed and delivered  pursuant to the  terms
 hereof or pursuant to the terms of the Credit Agreement, as amended  hereby,
 are hereby  amended so  that any  reference in  such Loan  Documents to  the
 Credit Agreement shall mean a reference to the Credit Agreement, as  amended
 hereby.

         Section  6.3   Expenses of  Bank.   As  provided in  the  Agreement,
 Borrower agrees to pay on demand all reasonable costs and expenses  incurred
 by Bank in  connection with the  preparation, negotiation  and execution  of
 this Amendment and the other Loan Documents executed pursuant hereto and any
 and all  amendments,  modifications,  and  supplements  thereto,  including,
 without limitation, the reasonable costs and  fees of Bank's legal  counsel,
 and all reasonable costs  and expenses incurred by  Bank in connection  with
 the enforcement or preservation of any rights under the Credit Agreement, as
 amended hereby, or any other  Loan Document, including, without  limitation,
 the reasonable costs and fees of Bank's legal counsel.

         Section 6.4   Severability. Any provision of this Amendment held  by
 a court of competent jurisdiction to  be invalid or unenforceable shall  not
 impair or invalidate the remainder of this Amendment and the effect  thereof
 shall be confined to the provision so held to be invalid or unenforceable.

         Section  6.5  APPLICABLE  LAW.  THIS  AMENDMENT AND  ALL OTHER  LOAN
 DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE  AND TO
 BE PERFORMABLE IN DALLAS, TEXAS, AND  SHALL BE GOVERNED BY AND CONSTRUED  IN
 ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

         Section  6.6   Successors and Assigns.   This  Amendment is  binding
 upon and  shall  inure  to  the  benefit of  Bank  and  Borrower  and  their
 respective successors  and  assigns,  except  Borrower  may  not  assign  or
 transfer any  of  its rights  or  obligations hereunder  without  the  prior
 written consent of Bank.

         Section  6.7  Counterparts.  This Amendment  may be executed in  one
 or more counterparts, each of which when  so executed shall be deemed to  be
 an original, but all of which  when taken together shall constitute one  and
 the same instrument.

         Section  6.8  Effect of  Waiver.  No consent  or waiver, express  or
 implied, by Bank to or for any breach  of or deviation from any  covenant or
 condition of the Credit Agreement shall be deemed a consent or waiver to  or
 of any other breach of the same or any other covenant, condition or duty.

         Section  6.9   Headings. The  headings, captions,  and  arrangements
 used in this  Amendment are for  convenience only and  shall not affect  the
 interpretation of this Amendment.
<PAGE>

         Section  6.10   RELEASE.   EACH  OF  BORROWER AND  GUARANTOR  HEREBY
 VOLUNTARILY  AND  KNOWINGLY  RELEASES  AND  FOREVER  DISCHARGES  BANK,   ITS
 PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS  AND ASSIGNS, FROM ALL  POSSIBLE
 CLAIMS, DEMANDS, ACTIONS,  CAUSES OF ACTION,  DAMAGES, COSTS, EXPENSES,  AND
 LIABILITIES WHATSOEVER,  KNOWN  OR UNKNOWN,  ANTICIPATED  OR  UNANTICIPATED,
 SUSPECTED OR UNSUSPECTED, FIXED,  CONTINGENT, OR CONDITIONAL,  AT LAW OR  IN
 EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT
 IS EXECUTED, WHICH BORROWER OR GUARANTOR  MAY NOW OR HEREAFTER HAVE  AGAINST
 BANK, ITS PREDECESSORS, AGENTS, EMPLOYEES,  SUCCESSORS AND ASSIGNS, IF  ANY,
 AND IRRESPECTIVE OF  WHETHER ANY SUCH  CLAIMS ARISE OUT  OF CONTRACT,  TORT,
 VIOLATION OF  LAW  OR  REGULATIONS,  OR  OTHERWISE,  AND  ARISING  FROM  ANY
 "ADVANCES", INCLUDING, WITHOUT  LIMITATION, ANY  CONTRACTING FOR,  CHARGING,
 TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
 LAWFUL RATE APPLICABLE, THE  EXERCISE OF ANY RIGHTS  AND REMEDIES UNDER  THE
 AGREEMENT, OR THE OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF
 THIS AMENDMENT.

               NOTICE PURSUANT TO TEX. BUS. & COMM. CODE [S]26.02

      THIS AMENDMENT AND  ALL OTHER  LOAN DOCUMENTS  EXECUTED BY  ANY OF  THE
      PARTIES BEFORE OR  SUBSTANTIALLY CONTEMPORANEOUSLY  WITH THE  EXECUTION
      HEREOF, INCLUDING THE  GUARANTY, TOGETHER CONSTITUTE  A WRITTEN  CREDIT
      AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES  AND
      MAY NOT  BE  CONTRADICTED  BY EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS  OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
      AGREEMENTS BETWEEN THE PARTIES.

              [Remainder of this page intentionally left blank]

<PAGE>

      EXECUTED effective as of the date first set forth above.

                               BANK:
                               ----
                               COMERICA BANK-TEXAS, a
                               state banking association


                               By:    ___________________
                               Name:  ___________________
                               Title: ___________________


                               BORROWER:
                               --------
                               SPORT SUPPLY GROUP, INC., a
                               Delaware corporation


                               By:    ___________________
                               Name:  ___________________
                               Title: ___________________



                               GUARANTOR:
                               ---------
                               ATHLETIC TRAINING EQUIPMENT  COMPANY, INC.,  a
                               Delaware corporation

                               By:    ___________________
                               Name:  ___________________
                               Title: ___________________



                               __________________________
                               Witness to Guarantor





                              Signature Page


<PAGE>

                              INDEX TO ANNEXES
                              ----------------

 ANNEX I   -    Financial Covenants Addendum
 ANNEX II  -    Revolving Credit Note
 ANNEX III -    Term Note
 ANNEX IV  -    Form of Borrowing Base Certificate
 ANNEX V   -    Form of Compliance Certificate


<PAGE>

                                   ANNEX I

                         FINANCIAL COVENANTS ADDENDUM
                         ----------------------------

 SECTION 1.     FINANCIAL COVENANTS

     1.1 Historical Fixed Charge Coverage Ratio.  Maintain a Historical Fixed
 Charge Coverage Ratio of not less  than (a) 1.0:1.0 at all times during  the
 period from and including  March 31, 2000 to  and including March 31,  2001,
 provided that Borrower shall be permitted to have a Historical Fixed  Charge
 Coverage Ratio of  not less  than 0.95 to  1.00 in  any two  non-consecutive
 months, and (b) 1.5:1.0 at all times thereafter.

     1.2 Debt-to-Tangible  Net Worth Ratio.   Maintain a Debt-to-Tangible Net
 Worth Ratio at all times of not more than 1.5:1.0.

     1.3 Current  Ratio.  Maintain a  Current Ratio at all  times of not less
 than 1.5:1.0.

<PAGE>


                                   ANNEX II

                            REVOLVING CREDIT NOTE
                            ---------------------





                                  ANNEX III

                                  TERM NOTE
                                  ---------


<PAGE>

                                   ANNEX IV

                      FORM OF BORROWING BASE CERTIFICATE
                      ----------------------------------

      This   Borrowing   Base   Certificate   for   the   period    beginning
 _______________________   and   ending   _______________________   ("Current
 Period") is delivered pursuant to that certain Credit Agreement dated to  be
 effective as of April 26, 1999 by and between COMERICA BANK - TEXAS ("Bank")
 and SPORT SUPPLY GROUP, INC. ("Borrower"), as amended by that certain  First
 Amendment to Credit Agreement  dated as of September  13, 2000 (such  Credit
 Agreement, as  the same  has been  and may  be renewed,  extended,  amended,
 modified,  supplemented  or  restated  from   time  to  time,  the   "Credit
 Agreement").  Terms not otherwise defined herein shall have the meanings set
 forth in the Credit Agreement.


 Line
 ----

 1.   Total Accounts _____________, ____                           $_________

 2.   Ineligible Accounts as of the end of the Current
      Period (See Credit Agreement):

      (a)  All Accounts unpaid more than 90 days (120
           days for ATEC Accounts) from the invoice
           date                                         $_________

      (b)  All of the Accounts of Account Debtor(s)
           where 50% of the Accounts of such Account
           Debtor(s) are unpaid more than 90 days from
           invoice date, net of the amount included in
           Line 2(a) for Account Debtor(s)              $_________

      (c)  Intercompany and Affiliate Accounts          $_________

      (d)  Foreign Accounts (not secured by letter of
           credit)                                      $_________

      (e)  Accounts subject to any dispute or set off
           or contra account                            $_________

      (f)  Other Accounts which do not satisfy the
           criteria set forth in the Credit Agreement
           for "Eligible Accounts"                      $_________

 3.   Total ineligible Accounts as of the end of the
      Current Period (Add Line 2(a) through Line 2(f)              $_________
<PAGE>

 4.   Total Eligible Accounts as of the end of the
      Current Period (Line 1 minus Line 3)                         $_________

 5.   Accounts Advance Factor is 85%                                    .85

 6.   Accounts component of Borrowing Base (Line 4
      multiplied by Line 5)                                        $_________

 7.   Total Inventory (good and merchantable condition,
      not obsolete or discontinued, and properly
      classified as "raw materials" or "finished goods"
      under GAAP) as of the end of the Current Period.             $_________

 8.   Ineligible Inventory as of the end of the Current            $_________
      Period (See Credit Agreement)

      (a)  Work in process, miscellaneous supplies,
           consigned goods, Inventory located outside
           U.S. and goods in transit                    $_________

      (b)  Inventory subject to repurchase, Lien or
           security interest (other than to Bank)       $_________

      (c)  Inventory Bank has designated as ineligible  $_________

 9.   Total ineligible Inventory as of the end of the
      Current Period (Add Line 8(a) through Line 8(c)              $_________

 10.  Total Eligible Inventory as of the end of the
      current Period (Line 7 minus Line 9)                         $_________

 11.  Inventory Advance factor is 60%                                   .60

 12.  Inventory component of Borrowing Base (Lesser of
      $20,000,000, or Line 10 multiplied by Line 11)               $_________

 13.  Borrowing Base (Line 6 plus Line 12)                         $_________

 14.  Enter lesser of $25,000,000 or Line 13                       $_________

 15.  Aggregate amount of Revolving Loans outstanding              $_________

 16.  Letter of Credit Liabilities                                 $_________

 17.  Foreign Exchange Transaction Liabilities                     $_________

 18.  Amount available for borrowing, if positive, or
      amount to be repaid, if negative (Line 14 minus
      the sum of Lines 15, 16 and 17)                              $_________


<PAGE>

      The  undersigned  hereby  certifies  that  the  above  information  and
 computations are true and not misleading as of the date hereof, and that  no
 Default or Event of Default has occurred and is continuing.

                               BORROWER:
                               --------
                               SPORT SUPPLY GROUP, INC., a
                               Delaware corporation

                               By:    ___________________
                               Name:  ___________________
                               Title: ___________________


<PAGE>

                                   ANNEX V

                        FORM OF COMPLIANCE CERTIFICATE
                        ------------------------------

      This Compliance Certificate is executed and delivered to Comerica Bank-
 Texas ("Bank") by  Sport Supply  Group, Inc.  ("Borrower") this  ___ day  of
 ____________, 19__.   All  capitalized terms  used but  not defined  herein,
 shall have  the  meanings  given  to  such  terms  in  that  certain  Credit
 Agreement, dated as of April 26, 1999, between Bank and Borrower, as amended
 by that certain First  Amendment to Credit Agreement  dated as of  September
 13, 2000 (such Credit Agreement,  as the same has  been and may be  renewed,
 extended, amended, modified, supplemented or restated from time to time, the
 "Credit Agreement").  The undersigned hereby certifies to Bank as follows:

      (1)  The undersigned is the duly elected, qualified and acting ________
 ___________ of Borrower and, as such, is authorized to make and deliver this
 Certificate.

      (2)  The  undersigned  has  reviewed  the  provisions  of  the   Credit
 Agreement and confirms that, as of the date hereof:

           (a)  the representations and warranties contained in Section 3  of
 the Credit Agreement are true and correct in all material respects on and as
 of the date hereof with the same force and  effect as though made on and  as
 of the date hereof;

           (b)  no  Default  or  Event  of   Default  has  occurred  and   is
 continuing, and Borrower has complied with  all of the terms, covenants  and
 conditions set forth in the Credit Agreement; and

           (c)  attached hereto as  Schedule A is  a report  prepared by  the
 undersigned setting  forth  information and  calculations  that  demonstrate
 compliance (or noncompliance) with  each of the covenants  set forth in  the
 Financial Covenants Addendum to the Credit Agreement.

 The foregoing certificate is given in my capacity as _______________________
 of Borrower, and not in my individual capacity.

                               SPORT SUPPLY GROUP, INC., a
                               Delaware corporation


                               By:    ___________________
                               Name:  ___________________
                               Title: ___________________


<PAGE>
                     SCHEDULE A TO COMPLIANCE CERTIFICATE
                     ------------------------------------

    1.   Historical Fixed Charge Coverage Ratio

         (a)  EBITDA  for  the  twelve  (12)  immediately
            preceding months,  excluding EBITDA  for such
            period of  any entities acquired  during such
            period                                            $_________

         (b)  Aggregate of (i) Current Maturities Under
            Capitalized Lease Obligations, (ii) Current
            Maturities of Long Term Indebtedness and
            (iii) interest payments due for 12-month
            period following the date of determination        $_________

         (c)  Historical Fixed Charge Coverage Ratio [(a)
            to (b)]:                                          ___ to 1.0

         (d)  Financial Covenants Addendum presently
            requires the Historical Fixed Charge Coverage
            Ratio to be not less than:                        ___ to 1.0
            Covenant Satisfied     ______________________
            Covenant Not Satisfied ______________________
            Covenant Not Tested    ______________________

    2.   Debt-to-Tangible Net Worth Ratio

         (a)  Borrower's Debt (less Subordinated Debt)        $_________

         (b)  Borrower's Tangible Net Worth:                  $_________

         (c)  Ratio of (i) Borrower's Debt (less
            Subordinated Debt) to (ii) Borrower's
            Tangible Net Worth [(a) to (b)]:                  ___ to 1.0

         (d)  Financial Covenants Addendum presently
            requires the Debt to Tangible Net Worth Ratio
            to be not more than:                              1.5 to 1.0
            Covenant Satisfied     ______________________
            Covenant Not Satisfied ______________________
            Covenant Not Tested    ______________________

    3.   Current Ratio
         (a)  Borrower's Current Assets                       $_________
         (b)  Borrower's Current Liabilities                  $_________

         (c)  Ratio of (i) Borrower's Current Assets to
            (ii) Borrower's Current Liabilities [(a) to (b)]: ___ to 1.0

         (d)  Financial Covenants Addendum presently
            requires Borrower to maintain a Current Ratio
            of not less than:                                 1.5 to 1.0
            Covenant Satisfied     ______________________
            Covenant Not Satisfied ______________________
            Covenant Not Tested    ______________________
<PAGE>

    4.   Excess Cash Flow

         (a)  EBITDA for immediately preceding month          $_________

         (b)  Aggregate of all scheduled payments of
            principal and interest required or paid
            during such month in respect of all Debt,
            including Capitalized Lease Obligations and
            the scheduled payment on the Term Loan            $_________

         (c)  Excess Cash Flow [Line (a) minus Line (b)]      $_________


 1  (a) 1.0:1.0 at all times during  the period from and including March  31,
 2000, to  and including  March 31,  2001, provided  that Borrower  shall  be
 permitted to have a Historical Fixed Charge Coverage Ratio of not less  than
 0.95 to 1.00 in any two non-consecutive months, and (b) 1.5:1.0 at all times
 thereafter.