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                                                                    EXHIBIT 10.3

                              AMENDED AND RESTATED
                          1998 COLLEGIATE PACIFIC INC.
                                STOCK OPTION PLAN

1.    PURPOSE

      The purpose of the 1998 Collegiate Pacific Inc. Stock Option Plan
(hereinafter called the "Plan") is to advance the interests of Collegiate
Pacific Inc. (hereinafter called the "Company") by strengthening the ability of
the Company to attract and retain key personnel of high caliber through
encouraging a sense of proprietorship by means of stock ownership.

      Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986 (the "Code"), while certain other options granted under the Plan will
constitute nonqualified options.

2.    DEFINITIONS

      As used in this Plan, and in any Option Agreement, as hereinafter defined,
the following terms shall have the following meanings, unless the context
otherwise requires:

      (a) "Common Stock" shall mean the Common Stock of the Company, par value
$.01 per share.

      (b) "Date of Grant" shall mean the date on which a stock option is granted
pursuant to this Plan.

      (c) Non-Employee Director" shall mean an individual who is a "non-employee
director" within the meaning set forth therefor in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and also an
"outside director" within the meaning of Treasury Regulation Section
1.162-27(e)(3).

      (d) "Fair Market Value" shall mean the closing sale price (or average of
the quoted closing bid and asked prices if there is no closing sale price
reported) of the Common Stock on the date specified as reported by NASDAQ or by
the principal national stock exchange on which the Common Stock is then listed.
If there is no reported price information for such date, the Fair Market Value
will be determined by the reported price information for Common Stock on the day
nearest preceding such date.

      (e) "Optionee" shall mean the person to whom an option is granted under
the Plan or who has obtained the right to exercise an option in accordance with
the provisions of the Plan.

      (f) "Subsidiary" shall mean any now existing or hereinafter organized or
acquired corporation of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Company or through one or more Subsidiaries of the Company.

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3.    SHARES SUBJECT TO THE PLAN

      Subject to the provisions of Section 9 of this Plan, the aggregate amount
of Common Stock for which options may be granted under this Plan shall not
exceed 1,500,000 shares of Common Stock. The number of shares of Common Stock
subject to awards granted to any individual Optionee from November 2, 1998 to
November 2, 2008 shall not exceed the number set forth in the immediately
preceding sentence, as it may be amended from time to time. Such shares may be
authorized and previously unissued shares or previously issued shares that have
been reacquired by the Company. Any shares subject to unexercised portions of
options granted under this Plan which shall have terminated, been canceled, or
expired may again be subject to options under this Plan, but shall not increase
the number of options that may be granted to an individual Optionee pursuant to
the second sentence of this Section 3.

4.    ADMINISTRATION

      (a) The Plan shall be administered by the Board of Directors or, at the
option of the Board of Directors, a committee of two or more Non-Employee
Directors appointed by the Board of Directors of the Company (the group
responsible for administering the Plan is referred to herein as the
"Committee"). Options may be granted under this Section 4(a) only (i) by the
unanimous agreement of the members of the Committee; (ii) by resolution of the
Board of Directors, duly adopted; or (iii) in compliance with Section 14 of the
Exchange Act, by affirmative vote of a majority of the shareholders of the
Company, present or represented, and duly entitled to vote on such matters at
meetings held in accordance with the laws of the State of Delaware, either in
advance of the grant or no later than the next annual meeting of shareholders.
Notwithstanding the foregoing, options may be granted to "covered employees" (as
defined in Section 162(m)(3) of the Code) solely by the Committee. The Committee
may create a subcommittee for purposes of making grants to officers and
directors if the Committee would otherwise not qualify for making such grants
under Rule 16b-3 or Section 162(m) of the I.R.C. References herein to the
"Committee" shall include any such subcommittee. Stock option agreements
("Option Agreements"), in the forms as approved by the Committee, and containing
such terms and conditions not inconsistent with the provisions of this Plan as
shall have been determined by the Committee, may be executed on behalf of the
Company by the Chairman of the Board, the President or any Vice President of the
Company. Except with respect to Section 4(b) of this Plan, the Committee shall
have complete authority to construe, interpret and administer the provisions of
the Plan and the provisions of the Option Agreements granted hereunder; to
prescribe, amend and rescind rules and regulations pertaining to the Plan; and
to make all other determinations necessary or deemed advisable in the
administration of the Plan. The determinations, interpretations and
constructions made by the Committee shall be final and conclusive.

      (b) Members of the Committee shall be specified by the Board of Directors,
and shall consist solely of Non-Employee Directors. On the date Non-Employee
Directors are specified as Committee members by the Board of Directors and on
each subsequent anniversary of such date that a Non-Employee Director serves as
a Committee member, such Non-Employee Director shall automatically be granted
nonqualified options to purchase 2,500 shares of Common Stock. The purchase
price or prices for Common Stock subject to an option granted under this Section
4(b) shall be 100% of the Fair Market Value of the Common Stock on the Date of
Grant.


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<PAGE>

5.    ELIGIBILITY

      (a) Incentive stock options to purchase Common Stock may be granted under
Section 4(a) of the Plan to such key employees of the Company or its
Subsidiaries (including any director who is also a key employee of the Company
or one of its Subsidiaries) as shall be determined by the Committee.
Nonqualified stock options to purchase Common Stock may be granted under Section
4(a) of the Plan to such key employees, directors or consultants of the Company
or its Subsidiaries as shall be determined by the Committee. Nonqualified stock
options may be granted to a Non-Employee Director under Section 4(a) in addition
to the nonqualified options granted under Section 4(b). Which persons are to be
granted options under Section 4(a) of the Plan, the number of options, the
number of shares subject to each option, the exercise price or prices of each
option, the vesting and exercise period of each option, whether an option may be
exercised as to less than all of the Common Stock subject thereto, and such
other terms and conditions of each option, if any, as are not inconsistent with
the provisions of this Plan shall be determined on the Date of Grant and
specified in an Option Agreement in accordance with Section 4(a) of this Plan.

      (b) Notwithstanding any provision of this Plan to the contrary, unless the
shareholders of the Company approve the Plan at the December 11, 1998
shareholders' meeting: (a) no option may be granted to a "covered employee"
(within the meaning of Section 162(m)(3) of the Code) on or after December 11,
1998, (b) no option granted on or after December 11, 1998 may be exercised
during any year in which the Optionee is a "covered employee," and (c) no option
granted under the Plan shall be an incentive stock option.

      (c) The Committee may, in its sole discretion, provide in an Option
Agreement for vesting of stock options to accelerate upon a change in control of
the Company and enable an employee to "put" the excess of the fair market value
over the exercise price of the options to the Company in the event of a change
in control. Notwithstanding the foregoing, in no event shall the acceleration of
any Option hereunder upon a change of control of the Company occur to the extent
an "excess parachute payment" (as defined in Section 280G of the Code) would
result. In the event that the Committee determines that such an excess parachute
payment would result if acceleration occurred (when added to any other payments
or benefits contingent on a change of control under any other agreements,
arrangements or plans) then the number of shares as to which exercisability is
accelerated shall be reduced so that total parachute payments do not exceed 299%
of the Optionee's "base amount," as defined in Section 280G(b)(3) of the Code.

      (d) In connection with the granting of incentive stock options, the
aggregate Fair Market Value (determined at the Date of Grant of an incentive
stock option) of the shares with respect to which incentive stock options are
exercisable for the first time by an Optionee during any calendar year (under
all such plans of the Optionee's employer corporation and its parent and
subsidiary corporations as defined in Section 424 of the Code) shall not exceed
$100,000 or such other amount as from time to time provided in Section 422(d) of
the Code or any successor provision. In the event that the Optionee's total
Qualified Options exceed the $100,000 limit in any calendar year (whether due to
acceleration of exercisability, miscalculation, error or otherwise) the amount
of Qualified Options that exceed such limit shall be treated as Nonqualified
Options. The Qualified Options granted earliest (whether under this Plan or any
other agreement or plan) shall be applied first to the $100,000 limit. In the
event that only a portion of the Qualified Options granted at the same time can
be applied to the $100,000 limit, the Corporation shall issue separate share
certificates for such number of shares as does not exceed the $100,000 limit,
and shall designate such shares as Qualified Option stock in its share


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<PAGE>

transfer records. An Option Agreement may contain such additional provisions
with respect to vesting as the Committee may specify.

6.    EXERCISE PRICE

      The purchase price or prices for Common Stock subject to an option (the
"Exercise Price") granted pursuant to Section 4(a) of the Plan shall be
determined at the Date of Grant; provided, however, that (a) the Exercise Price
for any option shall not be less than 100% of the Fair Market Value of the
Common Stock at the Date of Grant, and (b) if the Optionee owns more than 10
percent of the total combined voting power of all classes of stock of the
Company or its parent or any of its subsidiaries, as more fully described in
Section 422(b)(6) of the Code or any successor provision (such stockholder is
referred to herein as a "10-Percent Stockholder"), the Exercise Price for any
incentive stock option granted to such Optionee shall not be less than 110% of
the Fair Market Value of the Common Stock at the Date of Grant.

7.    TERM OF STOCK OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE

      No incentive stock option granted pursuant to Section 4(a) of this Plan
shall be exercisable (a) more than five years after the Date of Grant with
respect to a 10-Percent Stockholder, and (b) more than ten years after the Date
of Grant with respect to all persons other than 10-Percent Stockholders. No
nonqualified stock option granted pursuant to Section 4(a) of this Plan shall be
exercisable more than ten years after the Date of Grant. Nonqualified stock
options granted to members of the Committee pursuant to Section 4(b) of this
Plan shall be exercisable for ten years, except that in the event of death or
termination of such member as a director of the Company or a Subsidiary, such
nonqualified stock options shall only be exercisable for one year following the
date of such member's death or termination (or if shorter, the remaining term of
the option). The Company shall not be required to issue any fractional shares
upon the exercise of any options granted under this Plan. No Optionee nor his
legal representatives, legatees or distributees, as the case may be, will be, or
will be deemed to be, a holder of any shares subject to an option unless and
until said option has been exercised and the purchase price of the shares in
respect of which the option has been exercised has been paid. An option shall
not be exercisable except by the Optionee (including transferees pursuant to
Subsection 11(b) below) or by a person who has obtained the Optionee's rights
under the option by will or under the laws of descent and distribution.

8.    TERMINATION OF EMPLOYMENT

      The conditions that shall apply to the exercise of an option granted under
Section 4(a) in the event an Optionee shall cease to be employed by the Company
or a Subsidiary for any reason shall be determined at the Date of Grant and
shall be set forth in an Option Agreement. In the event of the death of an
Optionee while in the employ or while serving as a director of the Company or a
Subsidiary, the option theretofore granted to him shall be exercisable by the
executor or administrator of the Optionee's estate, or if the Optionee's estate
is not in administration, by the person or persons to whom the Optionee's right
shall have passed under the Optionee's will or under the laws of descent and
distribution, within the year next succeeding the date of death or such other
period as may be specified in the Option Agreement, but in no case later than
the expiration date of such option, and then only to the extent that the
Optionee was entitled to exercise such option at the date of his death. Neither
this Plan nor any option granted hereunder is intended to confer upon any
Optionee any rights with respect to continuance of employment or other
utilization of his services by the Company or by a Subsidiary, nor to


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<PAGE>

interfere in any way with his right or that of his employer to terminate his
employment or other services at any time (subject to the terms of any applicable
contract).

9.    DILUTION OR OTHER ADJUSTMENTS

      In the event that there is any change in the Common Stock subject to this
Plan or subject to options granted hereunder as the result of any stock dividend
on, dividend of or stock split or stock combination of, or any like change in,
stock of the same class or in the event of any change in the capital structure
of the Company, the Board of Directors or the Committee shall make such
adjustments with respect to options, or any provisions of the Plan, as it deems
appropriate to prevent dilution or enlargement of option rights.

10.   EXPIRATION AND TERMINATION OF THE PLAN

      Options may be granted at any time under Section 4(a) of the Plan and as
specified under Section 4(b) of the Plan prior to November 2, 2008, as long as
the total number of shares which may be issued pursuant to options granted under
this Plan does not (except as provided in Section 9 above) exceed the
limitations of Section 3 above. This Plan may be abandoned, suspended or
terminated at any time by the Board of Directors of the Company except with
respect to any options then outstanding under the Plan.

11.   RESTRICTIONS ON ISSUANCE OF SHARES

      (a) The Company shall not be obligated to sell or issue any shares upon
the exercise of any option granted under this Plan unless:

            (i) The shares with respect to which such option is being exercised
      have been registered under applicable federal securities laws or are
      exempt from such registration;

            (ii) The prior approval of such sale or issuance has been obtained
      from any state regulatory body having jurisdiction; and

            (iii) In the event the Common Stock has been listed on any exchange,
      the shares with respect to which such option is being exercised have been
      duly listed on such exchange in accordance with the procedure specified
      therefor.

If the shares to be issued upon the exercise of any option granted under the
Plan are intended to be issued by the Company in reliance upon the exemptions
from the registration requirements of applicable federal securities laws, the
Optionee, if so requested by the Company, shall furnish to the Company such
evidence and representations, including an opinion of counsel, satisfactory to
it, as the Company may reasonably request.

      (b) All or a portion of the nonqualified options to be granted to an
Optionee may, in the discretion of the Committee (or the Board of Directors, as
the case may be), be on terms which permit transfer by such Optionee to (i) the
spouse, children or grandchildren of the Optionee ("Immediate Family Members"),
(ii) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or (iii) a partnership or other entity in which such Immediate Family
Members are the only partners, provided that (x) the stock option agreement
pursuant to which such nonqualified options are granted must be approved by the
Committee, and must expressly provide for transferability in a manner consistent
with this Section, and (y) subsequent transfers of transferred options shall be
prohibited except by will or the laws of descent and distribution.



                                      5
<PAGE>

Following transfer, any such options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of each Option Agreement and Sections 7, 11(a) and (c) and
14(b)(ii) hereof the term "Optionee" shall be deemed to refer to the transferee.
The events of termination of employment of Section 8 hereof shall continue to be
applied with respect to the original Optionee, following which the options shall
be exercisable by the transferee only to the extent, and for the periods
specified herein and in the Stock Option Agreement.

      (c) Except as set forth in (b) above, no option granted pursuant to the
Plan shall be transferable by the Optionee other than by will or the laws of
descent and distribution or between spouses or incident to divorce within the
meaning of Section 1041 of the Code or any successor provision.

      (d) Any Common Stock issued to an officer or director of the Company
pursuant to the exercise of an option granted pursuant to the Plan shall not be
transferred until at least 6 months have elapsed from the date of grant of such
option to the date of disposition of the Common Stock underlying such option.

      (e) The Board of Directors or Committee may impose such other restrictions
on the ownership and transfer of shares issued pursuant to this Plan as it deems
desirable; any such restrictions shall be set forth in any Option Agreement
entered into hereunder.

12.   PROCEEDS

      The proceeds to be received by the Company upon exercise of any option
granted under this Plan may be used for any proper purposes.

13.   AMENDMENT OF THE PLAN AND OPTIONS

      (a) The Board of Directors may amend the Plan from time to time in such
respects as it may deem advisable in its sole discretion or in order that the
options granted hereunder shall conform to any change in applicable laws,
including tax laws, or in regulations or rulings of administrative agencies or
in order that options granted or stock acquired upon exercise of such options
may qualify for simplified registration under applicable securities or other
laws; provided, however, that no amendment may be made without the consent of
stockholders which would materially (a) increase the benefits accruing to
participants under the Plan, (b) increase the number of securities which may be
issued under the Plan or the number of options that may be granted to any
individual Optionee, other than in accordance with Section 9 hereof, or (c)
modify the requirements as to eligibility for participation in the Plan.

      (b) At any time and from time to time, the Board of Directors or the
Committee may execute an instrument providing for modification, extension or
renewal of any outstanding Option, provided that no such modification, extension
or renewal shall impair the Option without the consent of the holder of the
Option. Notwithstanding the foregoing:

            (i) In the event of such a modification, substitution, extension or
      renewal of a Qualified Option, the Committee may increase the exercise
      price of such Option if necessary to retain the qualified status of such
      Option, and

            (ii) The Committee may, in its discretion and without the holder's
      consent, convert, any Qualified Option into a Nonqualified Option.


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<PAGE>

14.   PAYMENT UPON EXERCISE; WITHHOLDING

      (a) Shares of Common Stock shall be issued to the Optionee upon payment in
full either in cash or by an exchange of shares of Common Stock of the Company
previously owned by the Optionee, or a combination of both, in an amount or
having a combined value equal to the aggregate Exercise Price for the shares
subject to the option or portion thereof being exercised provided, however, that
previously owned shares have been held by the Optionee at least six (6) months
prior to the date of exercise. The value of the previously owned shares of
Common Stock exchanged in full or partial payment for the shares purchased upon
the exercise of an option shall be equal to the Fair Market Value of such shares
on the date of the exercise of such Option. The Optionee shall be entitled to
elect to pay all or a portion of the aggregate purchase price by having shares
of Common Stock having a Fair Market Value on the date of exercise equal to the
aggregate Exercise Price withheld by the Company or sold by a broker-dealer
under circumstances meeting the requirements of 12 C.F.R. Part 220. In addition,
upon the exercise of any option granted under the Plan, the Company, in its sole
discretion, may make financing available to the Optionee for the purchase of the
Common Stock that may be acquired pursuant to the exercise of such option on
such terms as the Committee shall specify.

      (b) The Company may defer making payment or delivery of any benefits under
the Plan until satisfactory arrangements have been made for the payment of any
tax attributable to any amounts payable on shares deliverable under the Plan.
The Optionee shall be entitled to elect to pay all or a portion of all taxes
arising in connection with the exercise of any option by paying cash or electing
to (i) have the Company withhold shares of Common Stock that were to be issued
to the Optionee upon such exercise, or (ii) deliver other shares of Common Stock
previously owned by the Optionee having a Fair Market Value equal to the amount
to be withheld; provided, however, that the amount to be withheld shall not
exceed the Optionee's estimated total federal (including FICA), state and local
tax obligations associated with the transaction. The Fair Market Value of
fractional shares remaining after payment of the withholding taxes shall be paid
to the Optionee in cash.

15.   STOCKHOLDERS' APPROVAL

      The Plan, as amended and restated, was approved by the stockholders of the
Company on January 15, 2004.

16.   LIABILITY OF THE COMPANY

      Neither the Company, its directors, officers or employees, nor any of the
Company's Subsidiaries which are in existence or hereafter come into existence,
shall be liable to any Optionee or other person if it is determined for any
reason by the Internal Revenue Service or any court having jurisdiction that any
incentive stock options granted hereunder do not qualify for tax treatment as
incentive stock options under Section 422 of the Code.


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<PAGE>

                                     FORM OF
                             COLLEGIATE PACIFIC INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

      This Non-Qualified Stock Option Agreement (the "Agreement"), effective as
of [GRANT DATE], is made and entered into by and between Collegiate Pacific
Inc., a Delaware corporation (the "Company"), and [NAME OF OPTIONEE] (the
"Optionee").

      The following recitals are true and constitute the basis for this
Agreement:

      A.    The Company has implemented the 1998 Collegiate Pacific Inc. Stock
            Option Plan (the "Plan"), which was adopted by the Company's Board
            of Directors (the "Board") and approved by the Company's
            shareholders, and which provides for the grant of non-qualified
            stock options to selected key employees, directors and consultants
            of the Company or its Subsidiaries to purchase shares of Common
            Stock, $.01 par value, of the Company (the "Common Stock"), and all
            defined terms not otherwise defined herein shall have the meaning
            ascribed to them in the Plan;

      B.    The stock option committee of the Board that administers the Plan
            (the "Committee") has selected the Optionee to participate in the
            Plan and has awarded the non-qualified stock option herein described
            (the "Option") to the Optionee; and

      C.    The parties hereto desire to evidence in writing the terms and
            conditions of the Option.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained, and as an inducement to the Optionee
to continue to render substantial advice or assistance to the Company or its
Subsidiaries and to promote the success of the business of the Company and its
Subsidiaries, the parties hereby agree as follows:

      1. Grant of Non-Qualified Option. The Company hereby grants to the
Optionee, upon the terms and subject to the conditions, limitations and
restrictions set forth in the Plan and in this Agreement, the Option to acquire
[NUMBER OF SHARES] shares of Common Stock, at an exercise price of [EXERCISE
PRICE] per share ("Exercise Price" which is no less than the market price at the
time of grant), effective as of the date of this Agreement (the "Award Date").
The Optionee hereby accepts the Option from the Company.

      2. Vesting. The Option shall vest in full as to all shares of Common Stock
subject hereto on the Award Date.

      3. Exercise. In order to exercise the Option with respect to any vested
shares of Common Stock hereunder, the Optionee shall provide written notice to
the Company at its principal executive office. At the time of exercise, the
Optionee shall pay to the Company the Option price per share set forth in
Section 1 times the number of vested shares as to which the Option is being
exercised. The Optionee shall make such payment by delivering (a) cash, (b) a
check, (c) at the Committee's option, shares of Common Stock that the Optionee
has owned (for at least six months, having a Fair Market Value on the date
immediately preceding the exercise date equal to the aggregate exercise price or
(d) at the Committee's option, any other

<PAGE>

consideration that the Committee determines is consistent with the Plan and
applicable law. If the Option is exercised in full, the Optionee shall surrender
this Agreement to the Company for cancellation. If the Option is exercised in
part, the Optionee shall surrender this Agreement to the Company so that the
Company may make appropriate notation hereon or cancel this Agreement and issue
a new agreement representing the unexercised portion of the Option.

      If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, the Option may be
exercised by a broker-dealer acting on behalf of the Optionee if (i) the
broker-dealer has received from the Optionee or the Company a fully- and
duly-endorsed agreement evidencing such option, together with instructions
signed by the Optionee requesting the Company to deliver the shares of Common
Stock subject to such option to the broker-dealer on behalf of the Optionee and
specifying the account into which such shares should be deposited, (ii) adequate
provision has been made with respect to the payment of any withholding taxes due
upon such exercise, and (iii) the broker-dealer and the Optionee have otherwise
complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any
successor provision.

      4. Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates for the number of shares of Common Stock
with respect to which such Option has been so exercised, issued in the
Optionee's name; provided that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, postage prepaid, addressed to the
Optionee, at the address specified beneath his or her signature hereto.

      5. Who May Exercise. The Option shall be exercisable during the lifetime
of the Optionee only by the Optionee. To the extent exercisable after the
Optionee's death, the Option shall be exercised only by the Optionee's
representatives, executors, successors or beneficiaries.

      6. Expiration of Option. The Option shall expire, and shall not be
exercisable with respect to any vested shares of Common Stock hereunder as to
which the Option has not been exercised, on the first to occur of: (a) the tenth
anniversary of the Award Date; provided however, that if the Optionee is a
10-Percent Shareholder on the Award Date, then such Option shall not be
exercisable after the fifth anniversary of the Award Date; or (b) three months
after the Optionee ceases to be an employee, consultant or director of the
Company for any reason other than death or permanent and total disability;
provided, however, that if the Optionee's employment or other relationship with
the Company or its Subsidiaries is terminated for Cause (as defined below), then
such vested Shares of Common Stock hereunder as to which the Option has not been
exercised shall terminate and cease to be exercisable as of such date. An
Optionee's employment or other relationship with the Company or its
Subsidiaries, shall be deemed terminated for "Cause" if terminated by the
Company because of either the Optionee's (a)(i) grossly incompetent performance
or substantial and continuing inattention to or neglect of the duties and
responsibilities assigned to the Optionee (which substantial and continuing
inattention is continuing ten business days after the Company gives notice to
the Optionee of substantial and continuing inattention) or (ii) engagement in
any fraud, misappropriation or embezzlement involving the Company or its
Subsidiaries, each of the foregoing as determined in the reasonable discretion
and judgment of the Board, (b) plea of guilty or nolo contendere to, or
conviction for, the commission of a felony offense by the Optionee or (c) breach
by the Optionee of any of the non-competition, non-solicitation or
non-disclosure obligations owed to the Company or any of its Subsidiaries, as
the case may be, set forth in any agreement by and between the Optionee and



                                      2
<PAGE>

the Company or its Subsidiaries. For the purpose of determining the employment
between the Company and the Optionee, employment by or service to any
corporation of which the Company owns stock possessing 50 percent or more of the
total combined voting power of all classes of stock will be considered
employment by or service to the Company.

      If the Optionee ceases to be an employee, consultant or director of the
Company or its Subsidiaries due to death or permanent and total disability, the
portion of the option that has become exercisable by the Optionee pursuant to
this Agreement but that Optionee has not yet exercised as of the date of death
or disability shall not be exercisable after twelve months following the
Optionee's cessation of service due to death or disability. The Option shall
expire, and shall not be exercisable, with respect to any unvested shares of
Common Stock hereunder, immediately upon the cessation of the Optionee being an
employee, consultant or director of the Company or its Subsidiaries for any
reason, including death.

      7. Tax Withholding. Any provision of this Agreement to the contrary
notwithstanding, the Company may take such steps as it deems necessary or
desirable for the withholding of any taxes that it is required by law or
regulation of any governmental authority, federal, state or local, domestic or
foreign, to withhold in connection with any of the shares of Common Stock
subject hereto.

      8. Changes in Company's Capital Structure. The existence of this Option
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

      The shares with respect to which this Option is granted are shares of the
Common Stock of the Company as presently constituted, but if, and whenever,
prior to the delivery by the Company of all the shares of the Common Stock with
respect to which this Option is granted, the Company shall effect a subdivision
or consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money, services or
property, then (a) in the event of an increase in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to this
Option shall be proportionately increased, and the option price per share shall
be proportionately reduced; and (b) in the event of a reduction in the number of
such shares outstanding, the number of shares of Common Stock then remaining
subject to this Option shall be proportionately reduced, and the option price
per share shall be proportionately increased.

      While the Optionee holds unexercised options, if the Company is merged or
consolidated with another corporation under circumstances in which the
shareholders of the Company receive consideration for their shares in Company,
if the Company sells or otherwise disposes of substantially all of its assets to
another corporation, or if the Company liquidates or dissolves, then (i) subject
to the provisions of clause (ii) below, after the effective date of such merger,
liquidation, dissolution, consolidation, or sale, as the case may be, the
Optionee will be entitled, upon exercise of this Option (whether or not such
options would otherwise have been vested as of such date), to receive, in lieu
of shares of Common Stock, shares of such stock or other securities (or cash or
other property) as the holders of shares of Common Stock received pursuant to
the



                                      3
<PAGE>

terms of the merger, liquidation, dissolution, consolidation, or sale; and (ii)
the Board may cancel all outstanding options hereunder as of the effective date
of any such merger (other than a merger that constitutes a reorganization under
Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, or any
successor provision thereto), liquidation, dissolution, consolidation, or sale
provided that (x) notice of such cancellation is given to the Optionee and (y)
Optionee has the right to exercise options granted hereby in full (whether or
not such options would otherwise have been vested as of such date) during a
30-day period preceding the effective date of such merger, liquidation,
dissolution, consolidation, or sale.

      Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property or for labor or services, either upon direct
sale, upon a merger not resulting in any consideration being received by Company
shareholders, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to this Option.

      9. Transfer of Option. The Optionee shall not, directly or indirectly,
sell, transfer, pledge, encumber or hypothecate ("Transfer") the Option or the
rights and privileges pertaining thereto other than by will or the laws of
descent and distribution. Any permitted transferee to whom the Optionee shall
Transfer the Option pursuant to this Section 9 shall agree to be bound by this
Agreement. The Option is not liable for or subject to, in whole or in part, the
debts, contracts, liabilities or torts of the Optionee nor shall it be subject
to garnishment, attachment, execution, levy or other legal or equitable process.

      10. Certain Legal Restrictions. The Company shall not be obligated to sell
or issue any shares of Common Stock upon the exercise of the Option or otherwise
unless the issuance and delivery of such shares shall comply with all relevant
provisions of law and other legal requirements including, without limitation,
any applicable federal or state securities laws and the requirements of any
stock exchange upon which shares of the Common Stock may then be listed. As a
condition to the exercise of the Option or the sale by the Company of any
additional shares of Common Stock to the Optionee, the Company may require the
Optionee to make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration requirements of
applicable federal or state securities laws. The Company shall not be liable for
refusing to sell or issue any shares if the Company cannot obtain authority from
the appropriate regulatory bodies deemed by the Company to be necessary to
lawfully sell or issue such shares. In addition, the Company shall have no
obligation to the Optionee, express or implied, to list, register or otherwise
qualify any of the Optionee's shares of Common Stock. The shares of Common Stock
issued upon the exercise of the Option may not be transferred except in
accordance with applicable federal or state securities laws. At the Company's
Option, the certificate evidencing shares of Common Stock issued to the Optionee
may be legended as follows:

      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
      LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
      TO


                                      4
<PAGE>

      REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THE SECURITIES MAY
      REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
      RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

      11. Plan Incorporated. The Optionee accepts the Option herein subject to
all the provisions of the Plan, which are incorporated herein, including the
provisions that authorize the Committee to administer and interpret the Plan and
that provide that the Committee's decisions, determinations and interpretations
with respect to the Plan are final and conclusive on all persons affected
thereby. Except as otherwise set forth in this Agreement, terms defined in the
Plan have the same meanings herein. To the extent there is a conflict between
this Agreement and the Plan, the Plan shall govern and take priority.

      12. Miscellaneous.

            (a) The granting of the Option herein shall impose no obligation
      upon the Optionee to exercise the Option or any part thereof. Nothing
      herein contained shall affect the right of the Company to terminate the
      Optionee at any time, with or without Cause, or shall be deemed to create
      any rights to employment on the part of the Optionee.

            (b) The rights and obligations arising under this Agreement are not
      intended to and do not affect the relationship that otherwise exists
      between the Company and the Optionee. The granting of this Option shall
      not impose upon the Company any obligation to employ the Optionee, to
      continue to elect the Optionee as a director or to maintain any future
      relationship with Optionee, and the right of the Company to terminate its
      relationship with Optionee shall not be diminished or affected by reason
      that this Option has been granted to Optionee. Moreover, this Agreement is
      not intended to and does not amend any existing contract between the
      Company or any of its Subsidiaries and the Optionee relating to the
      Optionee's position as an employee; to the extent there is a conflict
      between this Agreement and such a contract, such contract shall govern and
      take priority.

            (c) Neither the Optionee nor any person claiming under or through
      the Optionee shall be or shall have any of the rights or privileges of a
      shareholder of the Company in respect of any of the shares issuable upon
      the exercise of the Option herein unless and until certificates
      representing such shares shall have been issued and delivered to the
      Optionee or such Optionee's agent.

            (d) Any notice to be given to the Company under the terms of this
      Agreement or any delivery of the Option herein to the Company shall be
      addressed to the Company at its principal executive offices, and any
      notice to be given to the Optionee shall be addressed to the Optionee at
      the address set forth beneath his or her signature hereto, or at such
      other address for a party as such party may hereafter designate in writing
      to the other. Any such notice shall be deemed to have been duly given if
      mailed, postage prepaid, addressed as aforesaid.



                                      5
<PAGE>

            (e) Subject to the limitations herein on the transferability by the
      Optionee of the Option and any shares of Common Stock, this Agreement
      shall be binding upon and inure to the benefit of the representatives,
      executors, successors or beneficiaries of the parties hereto.

            (f) The interpretation, performance and enforcement of this
      Agreement shall be governed by the laws of the State of Delaware and the
      United States, as applicable, without reference to the conflict of laws
      provisions thereof.

            (g) If any provision of this Agreement is declared or found to be
      illegal, unenforceable or void, in whole or in part, then the parties
      shall be relieved of all obligations arising under such provision, but
      only to the extent that it is illegal, unenforceable or void, it being the
      intent and agreement of the parties that this Agreement shall be deemed
      amended by modifying such provision to the extent necessary to make it
      legal and enforceable while preserving its intent or, if that is not
      possible, by substituting therefor another provision that is legal and
      enforceable and achieves the same objectives.

            (h) All section titles and captions in this Agreement are for
      convenience only, shall not be deemed part of this Agreement, and in no
      way shall define, limit, extend or describe the scope or intent of any
      provisions of this Agreement.

            (i) The parties shall execute all documents, provide all
      information, and take or refrain from taking all actions as may be
      necessary or appropriate to achieve the purposes of this Agreement.

            (j) This Agreement constitutes the entire agreement among the
      parties hereto pertaining to the subject matter hereof and supersedes all
      prior agreements and understandings pertaining thereto.

            (k) No failure by any party to insist upon the strict performance of
      any covenant, duty, agreement or condition of this Agreement or to
      exercise any right or remedy consequent upon a breach thereof shall
      constitute waiver of any such breach or any other covenant, duty,
      agreement or condition.

            (l) This Agreement may be executed in counterparts, all of which
      together shall constitute one agreement binding on all the parties hereto,
      notwithstanding that all such parties are not signatories to the original
      or the same counterpart.

            (m) At any time and from time to time the Committee may execute an
      instrument providing for modification, extension, or renewal of any
      outstanding option, provided that no such modification, extension or
      renewal shall (i) impair the option in any respect without the consent of
      to holder of the option or (ii) conflict with the provisions of Rule
      16b-3. Any such changes may result in loss of "incentive stock option"
      status. Except as provided in the preceding sentence, no supplement,
      modification or amendment of this Agreement or waiver of any provision of
      this Agreement shall be binding unless executed in writing by all parties
      to this Agreement. No waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute


                                      6
<PAGE>

      a waiver of any other provision of this Agreement (regardless of whether
      similar), nor shall any such waiver constitute a continuing waiver unless
      otherwise expressly provided.

            (n) In addition to all other rights or remedies available at law or
      in equity, the Company shall be entitled to injunctive and other equitable
      relief to prevent or enjoin any violation of the provisions of this
      Agreement.

            (o) The Optionee's spouse joins this Agreement for the purpose of
      agreeing to and accepting the terms of this Agreement and to bind any
      community property interest he or she has or may have in the Option, any
      vested portion or any unvested portion of the Option, any shares of Common
      Stock acquired upon exercise of the Option and any other shares of Common
      Stock held by the Optionee.

            (p) The Optionee agrees and consents to the delivery of any document
      (such as the Company's Annual Report, Proxy Statement, or Prospectus
      relating to shares of Common Stock to be received by the Optionee), which
      may be required to be delivered by the Company to the Optionee, by
      notifying the Optionee via email that such document is located on the
      Company's home page on the World Wide Web (currently located at
      www.cpacsports.com). In any event, the Optionee may obtain a paper copy of
      any such document upon request to the Company's Chief Financial Officer.
      The Optionee may revoke this consent at any time by written notice to the
      Company's Chief Financial Officer.

      IN WITNESS WHEREOF, the parties date first above written.

                                       COMPANY:

                                       COLLEGIATE PACIFIC INC.

                                       By:_____________________________________
                                           Michael J. Blumenfeld, Chief
                                           Executive Officer

                                       OPTIONEE

                                       ________________________________________
                                       [NAME]

                                       Address: _______________________________

                                                _______________________________

                                       OPTIONEE'S SPOUSE:

                                       ________________________________________

                                       Name: __________________________________



                                      7
<PAGE>

                                     FORM OF
                             COLLEGIATE PACIFIC INC.
                        QUALIFIED STOCK OPTION AGREEMENT

      This Qualified Stock Option Agreement (the "Agreement"), effective as of
[EFFECTIVE DATE], is made and entered into by and between Collegiate Pacific
Inc., a Delaware corporation (the "Company"), and [NAME OF OPTIONEE] (the
"Optionee").

      The following recitals are true and constitute the basis for this
Agreement:

      A.    The Company has implemented the 1998 Collegiate Pacific Inc. Stock
            Option Plan (the "Plan"), which was adopted by the Company's Board
            of Directors (the "Board") and approved by the Company's
            shareholders, and which provides for the grant of qualified stock
            options to selected officers and key employees of the Company or its
            Subsidiaries to purchase shares of Common Stock, $.01 par value, of
            the Company (the "Common Stock"), and all defined terms not
            otherwise defined herein shall have the meaning ascribed to them in
            the Plan;

      B.    The stock option committee of the Board that administers the Plan
            (the "Committee") has selected the Optionee to participate in the
            Plan and has awarded the qualified stock option herein described
            (the "Option") to the Optionee; and

      C.    The parties hereto desire to evidence in writing the terms and
            conditions of the Option.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained, and as an inducement to the Optionee
to continue as an employee of the Company or its Subsidiaries and to promote the
success of the business of the Company and its Subsidiaries, the parties hereby
agree as follows:

      1.    Grant of Option. The Company hereby grants to the Optionee, upon the
terms and subject to the conditions, limitations and restrictions set forth in
the Plan and in this Agreement, the Option to acquire [NUMBER OF SHARES] shares
of Common Stock, at an exercise price of [EXERCISE PRICE] per share ("Exercise
Price" which is no less than the market price at the time of grant), effective
as of the date of this Agreement (the "Award Date"). The Optionee hereby accepts
the Option from the Company.

      2.    Vesting. The Option shall vest in full as to all shares of Common
Stock subject hereto on the Optionee's one year anniversary of the date on which
Optionee first commenced employment with the Company or its Subsidiaries.

      3.    Exercise. In order to exercise the Option with respect to any vested
shares of Common Stock hereunder, the Optionee shall provide written notice to
the Company at its principal executive office. At the time of exercise, the
Optionee shall pay to the Company the Exercise Price per share set forth in
Section 1 times the number of vested shares as to which the Option is being
exercised. The Optionee shall make such payment by delivering (a) cash, (b) a
check, (c) at the Committee's option, shares of Common Stock that the Optionee
has owned (for

<PAGE>

at least six months) and having a Fair Market Value on the date immediately
preceding the exercise date equal to the aggregate exercise price, or (d) at the
Committee's option, any other consideration that the Committee determines is
consistent with the Plan and applicable law. If the Option is exercised in full,
the Optionee shall surrender this Agreement to the Company for cancellation. If
the Option is exercised in part, the Optionee shall surrender this Agreement to
the Company so that the Company may make appropriate notation hereon or cancel
this Agreement and issue a new agreement representing the unexercised portion of
the Option.

      If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, the Option may be
exercised by a broker-dealer acting on behalf of the Optionee if (i) the
broker-dealer has received from the Optionee or the Company a fully- and
duly-endorsed agreement evidencing such option, together with instructions
signed by the Optionee requesting the Company to deliver the shares of Common
Stock subject to such option to the broker-dealer on behalf of the Optionee and
specifying the account into which such shares should be deposited, (ii) adequate
provision has been made with respect to the payment of any withholding taxes due
upon such exercise, and (iii) the broker-dealer and the Optionee have otherwise
complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any
successor provision.

      4.    Issuance of Shares. As promptly as practical after receipt of such
written notification and payment and receipt of such evidence of intent to
acquire for investment as may be required by the Company, the Company will
deliver to the Optionee certificates for the number of shares of Common Stock
with respect to which such Option has been so exercised, issued in the
Optionee's name; provided that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, postage prepaid, addressed to the
Optionee, at the address specified beneath his or her signature hereto.

      5.    Who May Exercise. The Option shall be exercisable during the
lifetime of the Optionee only by the Optionee. To the extent exercisable after
the Optionee's death, the Option shall be exercised only by the Optionee's
representatives, executors, successors or beneficiaries.

      6.    Expiration of Option. The Option shall expire, and shall not be
exercisable with respect to any vested shares of Common Stock hereunder as to
which the Option has not been exercised, on the first to occur of: (a) the tenth
anniversary of the Award Date; provided however, that if the Optionee is a
10-Percent Shareholder on the Award Date, then such Option shall not be
exercisable after the fifth anniversary of the Award Date; or (b) three months
after the Optionee ceases to be an employee of the Company or its Subsidiaries
for any reason other than death or permanent and total disability; provided,
however, that if the Optionee's employment is terminated for Cause (as defined
below), the Committee may, by written notice to the Optionee, immediately
terminate the Option. An Optionee's employment with the Company shall be deemed
terminated for "Cause" if terminated by the Company because of either the
Optionee's (a)(i) grossly incompetent performance or substantial and continuing
inattention to or neglect of the duties and responsibilities assigned to the
Optionee (which substantial and continuing inattention is continuing ten
business days after the Company gives notice to the Optionee of substantial and
continuing inattention) or (ii) engagement in any fraud, misappropriation or
embezzlement involving the Company or its Subsidiaries, each of the foregoing as
determined in the reasonable discretion and judgment of the Board, (b) plea of
guilty or nolo contendere to, or conviction for, the commission of a felony
offense by the Optionee or (c) breach by the Optionee of any of the
non-competition, non-solicitation or non-disclosure obligations owed to the
Company or any of its Subsidiaries, as the case may be, set forth in any
agreement by and


                                      2
<PAGE>

between the Optionee and the Company or its Subsidiaries. For the purpose of
determining the employment between the Company and the Optionee, employment by
or service to any corporation of which the Company owns stock possessing 50
percent or more of the total combined voting power of all classes of stock will
be considered employment by or service to the Company.

      If the Optionee ceases to be an employee due to death or permanent and
total disability, the Optionee's vested qualified stock option shall not be
exercisable after twelve months following the Optionee's cessation of service
due to death or disability. The Option shall expire, and shall not be
exercisable, with respect to any unvested shares of Common Stock hereunder,
immediately upon the cessation of the Optionee being an employee of the Company
for any reason, including death.

      7.    Tax Withholding. Any provision of this Agreement to the contrary
notwithstanding, the Company may take such steps as it deems necessary or
desirable for the withholding of any taxes that it is required by law or
regulation of any governmental authority, federal, state or local, domestic or
foreign, to withhold in connection with any of the shares of Common Stock
subject hereto.

      8.    Changes in Company's Capital Structure. The existence of this Option
shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

      The shares with respect to which this Option is granted are shares of the
Common Stock of the Company as presently constituted, but if, and whenever,
prior to the delivery by the Company of all the shares of the Common Stock with
respect to which this Option is granted, the Company shall effect a subdivision
or consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money, services or
property, then (a) in the event of an increase in the number of such shares
outstanding, the number of shares of Common Stock then remaining subject to this
Option shall be proportionately increased, and the option price per share shall
be proportionately reduced; and (b) in the event of a reduction in the number of
such shares outstanding, the number of shares of Common Stock then remaining
subject to this Option shall be proportionately reduced, and the option price
per share shall be proportionately increased.

      While the Optionee holds unexercised options, if the Company is merged or
consolidated with another corporation under circumstances in which the
shareholders of the Company receive consideration for their shares in the
Company, if the Company sells or otherwise disposes of substantially all of its
assets to another corporation, or if the Company liquidates or dissolves, then
(i) subject to the provisions of clause (ii) below, after the effective date of
such merger, liquidation, dissolution, consolidation, or sale, as the case may
be, the Optionee will be entitled, upon exercise of this Option (whether or not
such options would otherwise have been vested as of such date), to receive, in
lieu of shares of Common Stock, shares of such stock or other securities (or
cash or other property) as the holders of shares of Common Stock received
pursuant to the terms of the merger, liquidation, dissolution, consolidation, or
sale; and (ii) the board of directors


                                      3
<PAGE>

may cancel all outstanding options hereunder as of the effective date of any
such merger (other than a merger that constitutes a reorganization under Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, or any successor
provision thereto), liquidation, dissolution, consolidation, or sale provided
that (x) notice of such cancellation is given to the Optionee and (y) Optionee
has the right to exercise options granted hereby in full (whether or not such
options would otherwise have been vested as of such date) during a 30-day period
preceding the effective date of such merger, liquidation, dissolution,
consolidation, or sale.

      Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property or for labor or services, either upon direct
sale, upon a merger not resulting in any consideration being received by Company
shareholders, upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock subject to this Option.

      9.    Transfer of Option. The Optionee shall not, directly or indirectly,
sell, transfer, pledge, encumber or hypothecate ("Transfer") the Option or the
rights and privileges pertaining thereto other than by will or the laws of
descent and distribution. Any permitted transferee to whom the Optionee shall
Transfer the Option pursuant to this Section 9 shall agree to be bound by this
Agreement. The Option is not liable for or subject to, in whole or in part, the
debts, contracts, liabilities or torts of the Optionee nor shall it be subject
to garnishment, attachment, execution, levy or other legal or equitable process.

      10.   Certain Legal Restrictions. The Company shall not be obligated to
sell or issue any shares of Common Stock upon the exercise of the Option or
otherwise unless the issuance and delivery of such shares shall comply with all
relevant provisions of law and other legal requirements including, without
limitation, any applicable federal or state securities laws and the requirements
of any stock exchange upon which shares of the Common Stock may then be listed.
As a condition to the exercise of the Option or the sale by the Company of any
additional shares of Common Stock to the Optionee, the Company may require the
Optionee to make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration requirements of
applicable federal or state securities laws. The Company shall not be liable for
refusing to sell or issue any shares if the Company cannot obtain authority from
the appropriate regulatory bodies deemed by the Company to be necessary to
lawfully sell or issue such shares. In addition, the Company shall have no
obligation to the Optionee, express or implied, to list, register or otherwise
qualify any of the Optionee's shares of Common Stock. The shares of Common Stock
issued upon the exercise of the Option may not be transferred except in
accordance with applicable federal or state securities laws. At the Company's
Option, the certificate evidencing shares of Common Stock issued to the Optionee
may be legended as follows:

      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
      LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
      TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
      TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THE


                                      4
<PAGE>

      SECURITIES MAY REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT ANY
      PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS.

      11.   Plan Incorporated. The Optionee accepts the Option herein subject to
all the provisions of the Plan, which are incorporated herein, including the
provisions that authorize the Committee to administer and interpret the Plan and
that provide that the Committee's decisions, determinations and interpretations
with respect to the Plan are final and conclusive on all persons affected
thereby. Except as otherwise set forth in this Agreement, terms defined in the
Plan have the same meanings herein. To the extent there is a conflict between
this Agreement and the Plan, the Plan shall govern and take priority.

      12.   Miscellaneous.

            (a) The Option is intended to qualify as an "incentive stock option"
      within the meaning of Section 422 of the Internal Revenue Code. In order
      to receive the favorable tax treatment afforded incentive stock options,
      the Optionee must meet certain holding period requirements with respect to
      the shares of Common Stock issued upon exercise of the Option. Nothing in
      this Agreement shall be interpreted as a representation, guarantee or
      other undertaking on the part of the Company that this Option is or will
      be determined to be an "incentive stock option" within Section 422, and
      neither the Company, its Subsidiaries nor any member of the Board or
      member of the Committee shall be liable to the Optionee or any other
      person if the Internal Revenue Service or any court having jurisdiction
      determines for any reason that the Option does not qualify as an incentive
      stock option.

            (b) The granting of the Option herein shall impose no obligation
      upon the Optionee to exercise the Option or any part thereof. Nothing
      herein contained shall affect the right of the Company to terminate the
      Optionee at any time, with or without cause, or shall be deemed to create
      any rights to employment on the part of the Optionee.

            (c) The rights and obligations arising under this Agreement are not
      intended to and do not affect the relationship that otherwise exists
      between the Company or any of its Subsidiaries and the Optionee as an
      employee. The granting of this Option shall not impose upon the Company or
      any of its Subsidiaries any obligation to continue to employ Optionee, and
      the right of the Company or any of its Subsidiaries to terminate the
      employment of the Optionee shall not be diminished or affected by reason
      that this Option has been granted to Optionee. Moreover, this Agreement is
      not intended to and does not amend any existing contract between the
      Company or any of its Subsidiaries and the Optionee relating to the
      Optionee's position as an employee; to the extent there is a conflict
      between this Agreement and such a contract, such contract shall govern and
      take priority.

            (d) Neither the Optionee nor any person claiming under or through
      the Optionee shall be or shall have any of the rights or privileges of a
      shareholder of the Company in respect of any of the shares issuable upon
      the exercise of the Option herein


                                      5
<PAGE>

      unless and until certificates representing such shares shall have been
      issued and delivered to the Optionee or such Optionee's agent.

            (e) Any notice to be given to the Company under the terms of this
      Agreement or any delivery of the Option herein to the Company shall be
      addressed to the Company at its principal executive offices, and any
      notice to be given to the Optionee shall be addressed to the Optionee at
      the address set forth beneath his or her signature hereto, or at such
      other address for a party as such party may hereafter designate in writing
      to the other. Any such notice shall be deemed to have been duly given if
      mailed, postage prepaid, addressed as aforesaid.

            (f) Subject to the limitations herein on the transferability by the
      Optionee of the Option and any shares of Common Stock, this Agreement
      shall be binding upon and inure to the benefit of the representatives,
      executors, successors or beneficiaries of the parties hereto.

            (g) The interpretation, performance and enforcement of this
      Agreement shall be governed by the laws of the State of Delaware and the
      United States, as applicable, without reference to the conflict of laws
      provisions thereof.

            (h) If any provision of this Agreement is declared or found to be
      illegal, unenforceable or void, in whole or in part, then the parties
      shall be relieved of all obligations arising under such provision, but
      only to the extent that it is illegal, unenforceable or void, it being the
      intent and agreement of the parties that this Agreement shall be deemed
      amended by modifying such provision to the extent necessary to make it
      legal and enforceable while preserving its intent or, if that is not
      possible, by substituting therefor another provision that is legal and
      enforceable and achieves the same objectives.

            (i) All section titles and captions in this Agreement are for
      convenience only, shall not be deemed part of this Agreement, and in no
      way shall define, limit, extend or describe the scope or intent of any
      provisions of this Agreement.

            (j) The parties shall execute all documents, provide all
      information, and take or refrain from taking all actions as may be
      necessary or appropriate to achieve the purposes of this Agreement.

            (k) This Agreement constitutes the entire agreement among the
      parties hereto pertaining to the subject matter hereof and supersedes all
      prior agreements and understandings pertaining thereto.

            (l) No failure by any party to insist upon the strict performance of
      any covenant, duty, agreement or condition of this Agreement or to
      exercise any right or remedy consequent upon a breach thereof shall
      constitute waiver of any such breach or any other covenant, duty,
      agreement or condition.

            (m) This Agreement may be executed in counterparts, all of which
      together shall constitute one agreement binding on all the parties hereto,
      notwithstanding that all such parties are not signatories to the original
      or the same counterpart.


                                      6
<PAGE>

            (n) At any time and from time to time the Committee may execute an
      instrument providing for modification, extension, or renewal of any
      outstanding option, provided that no such modification, extension or
      renewal shall (i) impair the option in any respect without the consent of
      to holder of the option or (ii) conflict with the provisions of Rule
      16b-3. Any such changes may result in loss of "incentive stock option"
      status. Except as provided in the preceding sentence, no supplement,
      modification or amendment of this Agreement or waiver of any provision of
      this Agreement shall be binding unless executed in writing by all parties
      to this Agreement. No waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute a waiver of any other provision of
      this Agreement (regardless of whether similar), nor shall any such waiver
      constitute a continuing waiver unless otherwise expressly provided.

            (o) In addition to all other rights or remedies available at law or
      in equity, the Company shall be entitled to injunctive and other equitable
      relief to prevent or enjoin any violation of the provisions of this
      Agreement.

            (p) The Optionee's spouse joins this Agreement for the purpose of
      agreeing to and accepting the terms of this Agreement and to bind any
      community property interest he or she has or may have in the Option, any
      vested portion or any unvested portion of the Option, any shares of Common
      Stock acquired upon exercise of the Option and any other shares of Common
      Stock held by the Optionee.

            (q) The Optionee agrees and consents to the delivery of any document
      (such as the Company's Annual Report, Proxy Statement, or Prospectus
      relating to shares of Common Stock to be received by the Optionee), which
      may be required to be delivered by the Company to the Optionee, by
      notifying the Optionee via email that such document is located on the
      Company's home page on the World Wide Web (currently located at
      www.cpacsports.com). In any event, the Optionee may obtain a paper copy of
      any such document upon request to the Company's Chief Financial Officer.
      The Optionee may revoke this consent at any time by written notice to the
      Company's Chief Financial Officer.

                ***REMAINDER OF PAGE INTENTIONALLY LEFT BLANK***

                         ***SIGNATURE PAGE TO FOLLOW***



                                      7
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the date first above written.

                             COMPANY:

                             COLLEGIATE PACIFIC INC.

                             By:________________________________________________
                                Michael J. Blumenfeld, Chief Executive Officer

                             OPTIONEE:

                             ___________________________________________________
                             [NAME OF OPTIONEE]

                             Address:___________________________________________

                                     ___________________________________________

                             OPTIONEE'S SPOUSE:

                             ___________________________________________________

                             Name: _____________________________________________


                                      8