EXHIBIT 10.29

                         LOAN AND SECURITY AGREEMENT

                                 by and among

                  CONGRESS FINANCIAL CORPORATION (SOUTHWEST)

                                  as Lender

                                     and

                         SPORT SUPPLY GROUP, INC. and

                  ATHLETIC TRAINING EQUIPMENT COMPANY, INC.

                                 as Borrower


                            Dated:  March 27, 2001

<PAGE>

                              TABLE OF CONTENTS
                              -----------------
                                                                   Page
                                                                   ----

 SECTION 1 DEFINITIONS..........................................     1


 SECTION 2 CREDIT FACILITIES....................................     12

     2.1   Revolving Loans......................................     12
     2.2   Letter of Credit Accommodations......................     14
     2.3   [Intentionally Omitted.].............................     16
     2.4   Availability Reserves................................     16
     2.5   Joint and Several Liability; Rights of Contribution..     16
     2.6   Structure of Credit Facility.........................     17

 SECTION 3 INTEREST AND FEES....................................     17

     3.1   Interest.............................................     17
     3.2   Closing Fee..........................................     19
     3.3   Servicing Fee........................................     20
     3.4   Unused Line Fee......................................     20
     3.5   Changes in Laws and Increased Costs of Loans.........     20

 SECTION 4 CONDITIONS PRECEDENT.................................     21

     4.1   Conditions Precedent to Initial Loans and Letter of
           Credit Accommodations................................     21
     4.2   Conditions Precedent to All Loans and Letter of
           Credit Accommodations................................     23

 SECTION 5 GRANT OF SECURITY INTEREST...........................     23


 SECTION 6 COLLECTION AND ADMINISTRATION........................     24

     6.1   Borrower's Loan Account..............................     24
     6.2   Statements...........................................     24
     6.3   Collection of Accounts...............................     24
     6.4   Payments.............................................     25
     6.5   Authorization to Make Loans..........................     26
     6.6   Use of Proceeds......................................     26
     6.7   Reliance on Notices; Appointment of Borrower
           Representative ......................................     26

 SECTION 7 COLLATERAL REPORTING AND COVENANTS...................     27

     7.1   Collateral Reporting.................................     27
     7.2   Accounts Covenants...................................     28
     7.3   Government Receivables Covenants.....................     29
     7.4   Inventory Covenants..................................     29
     7.5   Equipment Covenants..................................     30
     7.6   Power of Attorney....................................     31
     7.7   Right to Cure........................................     31
     7.8   Access to Premises...................................     32

 SECTION 8 REPRESENTATIONS AND WARRANTIES.......................     32

     8.1   Corporate Existence, Power and Authority; Subsidiaries    32
     8.2   Financial Statements; No Material Adverse Effect.....     33
     8.3   Chief Executive Office; Collateral Locations.........     33
     8.4   Priority of Liens; Title to Properties...............     33
     8.5   Tax Returns..........................................     33
     8.6   Litigation...........................................     34
     8.7   Compliance with Other Agreements and Applicable Laws.     34
     8.8   Employee Benefits....................................     34
     8.9   Environmental Compliance.............................     35
     8.10  Bank Accounts........................................     36
     8.11  Accuracy and Completeness of Information.............     36
     8.12  Survival of Warranties; Cumulative...................     36

 SECTION 9 AFFIRMATIVE AND NEGATIVE COVENANTS...................     36

     9.1   Maintenance of Existence.............................     36
     9.2   New Collateral Locations.............................     37
     9.3   Compliance with Laws, Regulations, Etc...............     37
     9.4   Payment of Taxes and Claims..........................     37
     9.5   Insurance............................................     37
     9.6   Financial Statements and Other Information...........     38
     9.7   Sale of Assets, Consolidation, Merger,
           Dissolution, Etc. ...................................     39
     9.8   Encumbrances.........................................     39
     9.9   Indebtedness.........................................     40
     9.10  Loans, Investments, Guarantees, Etc..................     41
     9.11  Dividends and Redemptions............................     41
     9.12  Transactions with Affiliates.........................     41
     9.13  Additional Bank Accounts.............................     42
     9.14  Compliance with ERISA................................     42
     9.15  Adjusted Net Worth...................................     43
     9.16  Costs and Expenses...................................     43
     9.17  Further Assurances...................................     44

 SECTION 10 EVENTS OF DEFAULT AND REMEDIES......................     44

     10.1  Events of Default....................................     44
     10.2  Remedies.............................................     46

 SECTION 11 JURY TRIAL WAIVER; OTHER WAIVERS....................     47

     11.1  Governing Law; Choice of Forum; Service of Process;
           Jury Trial Waiver....................................     47
     11.2  Waiver of Notices....................................     48
     11.3  Amendments and Waivers...............................     48
     11.4  Waiver of Counterclaims..............................     49
     11.5  Indemnification......................................     49

 SECTION 12 TERM OF AGREEMENT; MISCELLANEOUS....................     49

     12.1  Term.................................................     49
     12.2  Notices..............................................     51
     12.3  Partial Invalidity...................................     51
     12.4  Successors...........................................     51
     12.5  Confidentiality Agreement............................     52

     12.6  Entire Agreement.....................................     52
     12.7  NONAPPLICABILITY OF ARTICLE 5069-15.01 ET SEQ........     52
     12.8  ORAL AGREEMENTS INEFFECTIVE..........................     52


<PAGE>

                                   INDEX TO
                            EXHIBITS AND SCHEDULES


           Exhibit A      Information Certificate

           Schedule 1.6        Availability Reserves

           Schedule 4.1(l)     Required Licensor Agreements

           Schedule 8.3        Collateral Locations and Business Names

           Schedule 8.4        Existing Liens

           Schedule 8.7        Defaults

           Schedule 8.9        Environmental Disclosures

           Schedule 8.10       Bank Accounts

           Schedule 8.13       Subsidiaries Stock

           Schedule 9.9        Existing Indebtedness

           Schedule 9.10       Existing Loans, Advances and Guarantees


<PAGE>
                         LOAN AND SECURITY AGREEMENT


      This Loan and Security Agreement dated  March 27, 2001 is entered  into
 by and among CONGRESS FINANCIAL CORPORATION (SOUTHWEST), a Texas corporation
 ("Lender") and SPORT  SUPPLY GROUP,  INC., a  Delaware corporation  ("SSG"),
 individually and in  its capacity as  Borrower Representative, and  ATHLETIC
 TRAINING EQUIPMENT COMPANY, INC., a  Delaware corporation ("ATEC") (SSG  and
 ATEC,  individually  and/or  collectively,  jointly  and  severally,  herein
 referred to as "Borrower").



                             W I T N E S S E T H:


      WHEREAS,  Borrower  has  requested  that  Lender  enter  into   certain
 financing arrangements with Borrower pursuant to which Lender may make loans
 and provide other financial accommodations to Borrower; and

      WHEREAS,  Borrower   has  requested   that   SSG  serve   as   Borrower
 Representative to facilitate Lender entering and administering the financing
 arrangements contemplated herein;

      WHEREAS, Lender  is  willing  to  make  such  loans  and  provide  such
 financial accommodations and accept SSG  as the Borrower Representative,  on
 the terms and conditions set forth herein;

      NOW,  THEREFORE,  in  consideration   of  the  mutual  conditions   and
 agreements set forth herein, and for other good and valuable  consideration,
 the receipt and  sufficiency of which  is hereby  acknowledged, the  parties
 hereto agree as follows:


 SECTION 1.     DEFINITIONS

      All terms used herein which  are defined in Article  1 or Article 9  of
 the Uniform Commercial  Code shall have  the meanings  given therein  unless
 otherwise defined in this  Agreement.  All references  to the plural  herein
 shall also mean the singular and to the singular shall also mean the  plural
 unless the context otherwise requires.  All references to Borrower, Borrower
 Representative and  Lender pursuant  to the  definitions  set forth  in  the
 recitals hereto,  or  to  any  other  Person  herein,  shall  include  their
 respective  successors  and   assigns.    The   words  "hereof",   "herein",
 "hereunder", "this Agreement" and words of similar import when used in  this
 Agreement shall refer to  this Agreement as a  whole and not any  particular
 provision of  this  Agreement  and  as this  Agreement  now  exists  or  may
 hereafter be amended, modified, supplemented, extended, renewed, restated or
 replaced.   The word  "including" when  used in  this Agreement  shall  mean
 "including, without  limitation".    An Event  of  Default  shall  exist  or
 continue or  be  continuing  until  such  Event  of  Default  is  waived  in
 accordance with Section 11.3 or is cured in a manner satisfactory to Lender,
 if such Event of Default is capable of being cured as determined by  Lender.
 Any accounting term used herein unless  otherwise defined in this  Agreement
 shall have the meanings  customarily given to such  term in accordance  with
 GAAP.  For purposes  of this Agreement, the  following terms shall have  the
 respective meanings given to them below:

      1.1  "Accounts" shall mean all present and future rights of Borrower to
 payment for goods  sold or leased  or for services  rendered, which are  not
 evidenced by instruments  or chattel  paper, and  whether or  not earned  by
 performance.

      1.2  "Adjusted Eurodollar  Rate"  shall  mean,  with  respect  to  each
 Interest Period for any  Eurodollar Rate Loan, the  rate per annum  (rounded
 upwards, if necessary, to the next one-sixteenth (1/16) of one percent (1%))
 determined by dividing (a) the Eurodollar  Rate for such Interest Period  by
 (b) a percentage equal  to: (i) one (1)  minus (ii) the Reserve  Percentage.
 For purposes hereof, "Reserve Percentage" shall mean the reserve percentage,
 expressed as a decimal, prescribed by  any United States or foreign  banking
 authority for  determining the  reserve requirement  which  is or  would  be
 applicable to deposits of United States dollars in a non-United States or an
 international banking office  of Reference Bank  used to  fund a  Eurodollar
 Rate Loan  or  any Eurodollar  Rate  Loan made  with  the proceeds  of  such
 deposit, whether or not  the Reference Bank actually  holds or has made  any
 such deposits or loans.  The  Adjusted Eurodollar Rate shall be adjusted  on
 and as of the effective day of any change in the Reserve Percentage.

      1.3  "Adjusted Net Worth" shall mean as to any Person, at any time,  in
 accordance with GAAP (except as otherwise specifically set forth below),  on
 a consolidated basis  for such  Person and  its subsidiaries  (if any),  the
 amount equal to:  (a)  the difference between:   (i) the aggregate net  book
 value of all  assets of such  Person and its  subsidiaries, calculating  the
 book value  of inventory  for this  purpose on  a first-in-first-out  basis,
 after deducting from such book values all appropriate reserves in accordance
 with GAAP (including  all reserves for  doubtful receivables,  obsolescence,
 depreciation  and  amortization)  and  (ii)  the  aggregate  amount  of  the
 indebtedness and  other  liabilities of  such  Person and  its  subsidiaries
 (including tax  and other  proper accruals)  plus (b)  indebtedness of  such
 Person and its subsidiaries which is subordinated in right of payment to the
 full and final  payment of all  of the Obligations  on terms and  conditions
 acceptable to  Lender; provided,  however,  that one-time  non-cash  charges
 taken by SSG in its fiscal year ending September 30, 2001 up to an aggregate
 amount of $300,000 shall  be excluded from the  calculation of the  Adjusted
 Net Worth of SSG.

      1.4  "ATEC" shall have the meaning set forth in the preamble hereto.

      1.5  "Availability  Reserves"   shall  mean,   as   of  any   date   of
 determination, such amounts as  Lender may from time  to time establish  and
 revise in good faith  reducing the amount of  Revolving Loans and Letter  of
 Credit Accommodations which would otherwise  be available to Borrower  under
 the lending  formula(s)  provided  for  herein:    (a)  to  reflect  events,
 conditions, contingencies or risks  which, as determined  by Lender in  good
 faith, do or  may affect  either (i) the  Collateral or  any other  property
 which is  security  for the  Obligations  or  its value,  (ii)  the  assets,
 business or  prospects of  Borrower or  any Obligor  or (iii)  the  security
 interests and  other  rights of  Lender  in the  Collateral  (including  the
 enforceability, perfection and priority thereof) or (b) to reflect  Lender's
 good faith  belief  that  any collateral  report  or  financial  information
 furnished by or on  behalf of Borrower or  any Obligor to  Lender is or  may
 have been incomplete, inaccurate  or misleading in  any material respect  or
 (c) to reflect outstanding  Letter of Credit  Accommodations as provided  in
 Section 2.2 hereof or  (d) in respect  of any  state of  facts which  Lender
 determines in good faith constitutes an Event of Default or may, with notice
 or passage  of  time or  both,  constitute an  Event  of Default.    Without
 limiting the foregoing, (i) Lender may establish Availability Reserves  with
 respect to  Borrower's  personal property  taxes  relating to  any  property
 located in  the state  of Texas  immediately upon  Borrower's receipt  of  a
 notice from  the taxing  authority that  such taxes  are payable  and  until
 Lender receives verification satisfactory  to it that  such taxes have  been
 paid in full, and (ii) the Availability Reserves established by Lender as of
 the date hereof set forth on Schedule 1.5.

      1.6  "Blocked Accounts" shall have the meaning set forth in Section 6.3
 hereof.

      1.7  "Borrower" shall  have  the  meaning set  forth  in  the  preamble
 hereto.  All references to 'Borrower'  or 'Borrowers' herein shall refer  to
 and include  each  of  SSG and  ATEC,  separately  and  all  representations
 contained herein shall be deemed to be separately made by each of them,  and
 each of the covenants, agreements and obligations set forth herein shall  be
 deemed to be the joint and several covenants, agreements and obligations  of
 them.   Any  notice,  request,  consent,  report  or  other  information  or
 agreement delivered to Lender by any Borrower shall be deemed to be ratified
 by, consented to and  also delivered by the  other Borrower.  Each  Borrower
 recognizes and  agrees that  each covenant  and agreement  of 'Borrower'  or
 'Borrowers' under this Agreement and the other loan documents shall create a
 joint and several obligation of the Borrowers, which may be enforced against
 Borrowers, jointly, or against each  Borrower separately.  Without  limiting
 the terms of  this Agreement and  the other  Financing Agreements,  security
 interests  granted  under  this   Agreement  and  Financing  Agreements   in
 properties, interests, assets and collateral shall extend to the properties,
 interests, assets and collateral of each Borrower.

      1.8  "Borrower Representative" shall mean  SSG as a representative  and
 agent for Borrower, and  its permitted successors  and assigns, pursuant  to
 Section 6.7 hereof, to  take such actions  on behalf of  Borrower, that  are
 required or  permitted in  this  Agreement, including,  without  limitation,
 Section 6.7 hereof.

      1.9  "Business Day" shall mean any day  other than a Saturday,  Sunday,
 or other day on which commercial  banks are authorized or required to  close
 under the laws of the State of New York, the State of North Carolina or  the
 State of Texas, and a day  on which the Reference  Bank and Lender are  open
 for the  transaction  of business,  except  that  if a  determination  of  a
 Business Day shall relate  to any Eurodollar Rate  Loans, the term  Business
 Day shall also exclude  any day on  which banks are  closed for dealings  in
 dollar  deposits  in  the  London  interbank  market  or  other   applicable
 Eurodollar Rate market.

      1.10 "Code" shall mean the Internal Revenue  Code of 1986, as the  same
 now exists  or  may  from  time to  time  hereafter  be  amended,  modified,
 recodified   or   supplemented,   together   with   all   regulations    and
 interpretations thereunder or related hereto.

      1.11 "Collateral" shall have the meaning set forth in Section 5 hereof.

      1.12 "Cost" shall mean cost computed  on a first-in-first-out basis  in
 accordance with GAAP.

      1.13 "Dated Assets" shall  have the meaning  set forth  in Section  2.5
 hereof.

      1.14 "Dated Liabilities" shall  have the meaning  set forth in  Section
 2.5 hereof.

      1.15 "Eligible Accounts" shall mean Accounts created by Borrower  which
 are and continue to be acceptable to Lender based on the criteria set  forth
 below.  In general, Accounts shall be Eligible Accounts if:

           (a)  such Accounts arise from  the actual and  bona fide sale  and
 delivery of goods by  Borrower or rendition of  services by Borrower in  the
 ordinary  course  of  its  business  which  transactions  are  completed  in
 accordance with the terms and provisions contained in any documents  related
 thereto;

           (b)  such Accounts are  not unpaid more  than (i)  for the  period
 from June 1 through October 31 of any year, ninety (90) days after the  date
 of the original invoice  for them; or  (ii) for the  period from November  1
 through May 31 of any year, one hundred twenty (120) days after the date  of
 the original invoice for them;

           (c)  such Accounts comply with the terms and conditions  contained
 in Section 7.2(c) of this Agreement;

           (d)  such  Accounts  do  not  arise  from  sales  on  consignment,
 guaranteed sale, sale  and return, sale  on approval, or  other terms  under
 which payment by the account debtor may be conditional or contingent;

           (e)  the chief executive office of the account debtor with respect
 to such Accounts is located in the  United States of America or Canada,  or,
 at Lender's option,  if either:   (i) the  account debtor  has delivered  to
 Borrower an  irrevocable letter  of credit  issued or  confirmed by  a  bank
 satisfactory to Lender and payable only in the United States of America  and
 in U.S. dollars,  sufficient to cover  such Account, in  form and  substance
 satisfactory to Lender  and, if  required by  Lender, the  original of  such
 letter of credit  has been  delivered to Lender  or Lender's  agent and  the
 issuer thereof notified of the assignment of the proceeds of such letter  of
 credit to  Lender, or  (ii)  such Account  is  subject to  credit  insurance
 payable to  Lender issued  by an  insurer  and on  terms  and in  an  amount
 acceptable to Lender, or (iii) such  Account is otherwise acceptable in  all
 respects to Lender (subject to such lending formula with respect thereto  as
 Lender may determine);

           (f)  such Accounts do not consist  of progress billings, bill  and
 hold invoices or retainage invoices, except as to bill and hold invoices, if
 Lender shall have received an agreement in writing from the account  debtor,
 in form and substance satisfactory  to Lender, confirming the  unconditional
 obligation of the account debtor to  take the goods related thereto and  pay
 such invoice;

           (g)  the account  debtor with  respect to  such Accounts  has  not
 asserted a counterclaim, defense or dispute and does not have, and does  not
 engage in transactions which may give  rise to, any right of setoff  against
 such Accounts (but  the portion of  the Accounts of  such account debtor  in
 excess of the amount at any time and from  time to time disputed or owed  by
 Borrower to such account debtor or  claimed owed by such account debtor  may
 be deemed Eligible Accounts);

           (h)  there are no facts, events or occurrences which would  impair
 the validity, enforceability  or collectability of  such Accounts or  reduce
 the amount payable or delay payment thereunder;

           (i)  such Accounts are  subject to the  first priority, valid  and
 perfected security interest of Lender and any goods giving rise thereto  are
 not, and were  not at the  time of the  sale thereof, subject  to any  liens
 except those permitted in this Agreement;

           (j)  neither the account debtor nor any officer or employee of the
 account debtor with  respect to  such Accounts  is an  officer, employee  or
 agent of or  affiliated with Borrower  directly or indirectly  by virtue  of
 family membership, ownership, control, management or otherwise;

           (k)  the account debtors with respect to such Accounts are not any
 foreign government,  the  United States  of  America, any  State,  political
 subdivision, department, agency or  instrumentality thereof, unless, (i)  if
 the account debtor is the United States of America or any department, agency
 or instrumentality thereof, (A) the aggregate amount of the Accounts of  all
 such account  debtors  outstanding is  less  than $1,560,000,  or  (B)  with
 respect to Accounts in excess of  such amount, such Accounts are  assignable
 under, and upon Lender's request, have been assigned to Lender in accordance
 with, the Federal Assignment of Claims Act of 1940, as amended, in a  manner
 satisfactory to Lender (for purposes of  this clause (k)(i)(B), Accounts  in
 amounts less than $1,000 (or such other amount as may hereafter be  required
 under the  Federal Assignment  of Claims  Act of  1940, as  amended, or  the
 regulations promulgated thereunder in order for an Account to be  assignable
 thereunder) shall be counted  first, such that  Accounts in amounts  greater
 than $1,000 (or such other applicable amount) will be included in the excess
 (if any) over $1,560,000), and  (ii) if the account  debtor is any state  or
 any political  subdivision, department,  agent or  instrumentality  thereof,
 such Accounts are  assignable under, and  upon Lender's  request, have  been
 assigned to Lender  in accordance with,  any applicable state  or local  law
 similar to  the  Federal Assignment  of  Claims Act  of  1940, in  a  manner
 satisfactory to Lender;

           (l)  there are no proceedings or  actions which are threatened  or
 pending against the account debtors with respect to such Accounts which  may
 reasonably be expected to result in any material adverse change in any  such
 account debtor's financial condition;

           (m)  such Accounts of a single account debtor or its affiliates do
 not constitute more  than fifteen percent  (15%) of  all otherwise  Eligible
 Accounts (but the portion of the  Accounts not in excess of such  percentage
 may be deemed Eligible Accounts);

           (n)  such Accounts  are not  owed by  an  account debtor  who  has
 Accounts unpaid (i)  for the period  from June 1 through  October 31 of  any
 year, ninety (90) days after  the date of the  original invoice for them  or
 (ii) for the period from November 1 through May 31 of any year, one  hundred
 twenty (120) days after the date of the original invoice for them which,  in
 each case, unpaid Accounts constitute more  than fifty percent (50%) of  the
 total Accounts of such account debtor; and

           (o)  such Accounts are owed by account debtors deemed creditworthy
 at all times by Lender, as determined by Lender.

 General criteria for Eligible Accounts may  be established and revised  from
 time to time by Lender in good faith.   Any Accounts which are not  Eligible
 Accounts shall nevertheless be part of the Collateral.

      1.16 "Eligible Inventory" shall mean  Inventory consisting of  finished
 goods held for resale in the ordinary course of the business of Borrower and
 raw materials for such finished goods  which are acceptable to Lender  based
 on the criteria set forth below.  In general,  Eligible Inventory shall  not
 include (a) work-in-process; (b) components which  are not part of  finished
 goods; (c) spare parts for equipment; (d) packaging and shipping  materials;
 (e) supplies used or consumed in Borrower's business; (f) Inventory  subject
 to a security  interest or lien  in favor of  any Person  other than  Lender
 except those  permitted in  this Agreement;  (g) bill  and hold  goods;  (h)
 unserviceable, obsolete or slow moving Inventory, unless Lender has  already
 established an Availability Reserve for such  items; (i) Inventory which  is
 not subject to the first priority, valid and perfected security interest  of
 Lender; (j) damaged  and/or defective Inventory  or returned Inventory  that
 has not been processed; (k) Inventory purchased or sold on consignment;  and
 (l) in-transit  Inventory not  constituting In-Transit  Inventory.   General
 criteria for Eligible Inventory may be established and revised from time  to
 time by Lender in good faith.  Any Inventory which is not Eligible Inventory
 shall nevertheless be part of the Collateral.

      1.17 "Emerson" shall mean Emerson Radio Corp., a Delaware  corporation,
 and its wholly owned subsidiaries.

      1.18 "Environmental Laws" shall  mean all foreign,  Federal, State  and
 local laws  (including common  law),  legislation, rules,  codes,  licenses,
 permits (including any conditions imposed therein), authorizations, judicial
 or administrative decisions, injunctions or agreements between Borrower  and
 any governmental authority,  (a) relating to  pollution and the  protection,
 preservation or restoration of the environment (including air, water  vapor,
 surface water, ground water, drinking water, drinking water supply,  surface
 land, subsurface land, plant and animal life or any other natural resource),
 or to human health or safety, (b) relating  to the exposure to, or the  use,
 storage,  recycling,   treatment,   generation,   manufacture,   processing,
 distribution, transportation,  handling,  labeling, production,  release  or
 disposal, or threatened release, of Hazardous Materials, or (c) relating  to
 all  laws  with  regard  to  recordkeeping,  notification,  disclosure   and
 reporting  requirements   respecting   Hazardous   Materials.     The   term
 "Environmental Laws"  includes (i) the  Federal Comprehensive  Environmental
 Response, Compensation  and Liability  Act of  1980, the  Federal  Superfund
 Amendments and Reauthorization Act, the Federal Water Pollution Control  Act
 of 1972, the Federal Clean Water Act, the Federal Clean Air Act, the Federal
 Resource Conservation and Recovery Act of 1976 (including the Hazardous  and
 Solid Waste Amendments thereto),  the Federal Solid  Waste Disposal and  the
 Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and
 Rodenticide Act,  and the  Federal Safe  Drinking Water  Act of  1974,  (ii)
 applicable state counterparts  to such  laws, and  (iii) any  common law  or
 equitable doctrine that may impose liability or obligations for injuries  or
 damages due to, or threatened as a result of, the presence of or exposure to
 any Hazardous Materials.

      1.19 "Equipment" shall mean all of  Borrower's now owned and  hereafter
 acquired equipment, machinery, computers and computer hardware and  software
 (whether owned  or  licensed),  vehicles, tools,  furniture,  fixtures,  all
 attachments, accessions and  property now  or hereafter  affixed thereto  or
 used in connection  therewith, and substitutions  and replacements  thereof,
 wherever located.

      1.20 "ERISA" shall mean  the United States  Employee Retirement  Income
 Security Act of 1974, as the same now  exists or may hereafter from time  to
 time be amended,  modified, recodified  or supplemented,  together with  all
 rules, regulations and interpretations thereunder or related thereto.

      1.21 "ERISA Affiliate" shall mean any Person required to be  aggregated
 with Borrower  or any  of its  subsidiaries under  Sections 414(b),  414(c),
 414(m) or 414(o) of the Code.

      1.22 "Eurodollar Rate" shall mean with  respect to the Interest  Period
 for a  Eurodollar  Rate Loan,  the  interest rate  per  annum equal  to  the
 arithmetic average of the rates of  interest per annum (rounded upwards,  if
 necessary, to the next  one-sixteenth (1/16) of one  percent (1%)) at  which
 Reference Bank is offered  deposits of United States  dollars in the  London
 interbank market  (or  other Eurodollar  Rate  market selected  by  Borrower
 Representative and approved by Lender) on or about 9:00 a.m. (New York time)
 two (2) Business Days prior to  the commencement of such Interest Period  in
 amounts substantially equal to the principal  amount of the Eurodollar  Rate
 Loans requested by  and available to  Borrower Representative in  accordance
 with this Agreement, with a maturity of comparable duration to the  Interest
 Period selected by Borrower Representative.

      1.23 "Eurodollar Rate Loans" shall mean any Loans or portion thereof on
 which  interest  is  payable  based  on  the  Adjusted  Eurodollar  Rate  in
 accordance with the terms hereof.

      1.24 "Event of Default" shall mean the  occurrence or existence of  any
 event or condition described in Section 10.1 hereof.

      1.25 "Excess" shall have the meaning set forth in Section 3.1(e).

      1.26 "Excess Availability"  shall mean  the  amount, as  determined  by
 Lender, calculated at any time, equal to:  (a) the lesser of: (i) the amount
 of the Revolving  Loans available to  Borrower as of  such time pursuant  to
 Section 2.1(a), and (ii) the Maximum Credit,  minus (b) the sum of: (i)  the
 amount of  all  then  outstanding and  unpaid  Obligations,  plus  (ii)  the
 aggregate amount  of  all then  outstanding  and unpaid  trade  payables  of
 Borrower which are more than sixty (60) days past due as of such time,  plus
 (iii) the amount of checks issued by Borrower to pay trade payables, but not
 yet sent and the book overdraft of Borrower.

      1.27 "Financing Agreements"  shall mean,  collectively, this  Agreement
 and all notes, guarantees, security agreements, negative pledge  agreements,
 collateral  reports  and  other   agreements,  documents,  information   and
 instruments now  or  at any  time  hereafter executed  and/or  delivered  by
 Borrower, Borrower Representative  or any  Obligor in  connection with  this
 Agreement, as the  same now  exist or  may hereafter  be amended,  modified,
 supplemented, extended, renewed, restated or replaced.

      1.28 "Finished Goods Inventory Advance  Rate" shall mean, with  respect
 to Eligible Inventory  constituting finished  goods, (a)  during the  period
 from February 1 through August 30 of any year, the lesser of (i) eighty-five
 percent (85%) of net orderly liquidation  value, as determined by Lender  in
 good faith by reference to a  high-selling-period appraisal, or (ii)  sixty-
 five percent  (65%) of  Cost  and (b)  during  the period  from  September 1
 through January 31 of any year, the lesser of (i) eighty-five percent  (85%)
 of net orderly liquidation value, as  determined by Lender in good faith  by
 reference to a low-selling-period appraisal, or (ii) sixty percent (60%)  of
 Cost.

      1.29 "GAAP" shall mean generally accepted accounting principles in  the
 United States of America as in effect from time to time as set forth in  the
 opinions and  pronouncements  of the  Accounting  Principles Board  and  the
 American Institute of  Certified Public Accountants  and the statements  and
 pronouncements  of  the  Financial  Accounting  Standards  Board  which  are
 applicable to the circumstances as of the date of determination consistently
 applied, except that,  for purposes of  Section 9.15 hereof,  GAAP shall  be
 determined on the basis of such principles in effect on the date hereof  and
 consistent with  those used  in the  preparation  of the  audited  financial
 statements delivered to Lender prior to the date hereof.

      1.30 "Government Receivables" means all monies  due and to become  due,
 whether existing  as of  the date  hereof or  arising thereafter,  from  the
 United States of  America, together  with all  rights to  receive the  same,
 under any letter of intent, letter of award, letter of acceptance of bid  or
 proposal, informal or incomplete contract, order, authorization to  commence
 performance or other similar instrument or communication made or received by
 the Borrower in  anticipation of  or in  connection with  said contract  and
 under any and all  amendments thereof and  supplements thereto, between  the
 United States  of America  acting through  any agency,  department or  other
 instrumentality thereof and the Borrower.

      1.31 "Hazardous Materials" shall mean any hazardous, toxic or dangerous
 substances,  materials   and  wastes,   including  hydrocarbons   (including
 naturally occurring  or  man-made  petroleum  and  hydrocarbons),  flammable
 explosives, asbestos, urea  formaldehyde insulation, radioactive  materials,
 biological substances, polychlorinated biphenyls, pesticides, herbicides and
 any  other  kind  and/or  type  of  pollutants  or  contaminants  (including
 materials which include hazardous constituents), sewage, sludge,  industrial
 slag, solvents and/or any other similar substances, materials, or wastes and
 including any  other substances,  materials or  wastes  that are  or  become
 regulated under  any Environmental  Law (including  any that  are or  become
 classified as hazardous or toxic under any Environmental Law).

      1.32 "Information Certificate" shall  mean the Information  Certificate
 of Borrower constituting  Exhibit A hereto  containing material  information
 with respect to Borrower, its business  and assets provided by or on  behalf
 of Borrower to Lender in connection  with the preparation of this  Agreement
 and the other Financing Agreements  and the financing arrangements  provided
 for herein.

      1.33 "Interest Period"  shall  mean for  any  Eurodollar Rate  Loan,  a
 period of approximately one  (1), two (2), or  three (3) months duration  as
 Borrower Representative may elect,  the exact duration  to be determined  in
 accordance with the  customary practice  in the  applicable Eurodollar  Rate
 market; provided, that,  Borrower Representative may  not elect an  Interest
 Period which will end after  the last day of  the then-current term of  this
 Agreement.

      1.34 "Interest Rate" shall mean, as to  Prime Rate Loans, a rate  equal
 to the Prime Rate and, as to Eurodollar Rate Loans, a rate equal to the  sum
 of (a) the Adjusted Eurodollar Rate (based on the Eurodollar Rate applicable
 for the Interest  Period selected by  Borrower Representative  as in  effect
 three (3) Business Days after the date  of receipt by Lender of the  request
 of Borrower Representative for such Eurodollar Rate Loans in accordance with
 the terms  hereof,  whether such  rate  is higher  or  lower than  any  rate
 previously quoted to Borrower  Representative), plus (b)  (i) from the  date
 hereof through the date  of delivery to Lender  of the audited  consolidated
 annual financial statements of SSG and its subsidiaries for the fiscal  year
 ended September 30, 2001, two  and one-half percent  (2.50%) per annum,  and
 (ii) for the period from the day after  the date of delivery of the  audited
 consolidated annual financial  statements of  SSG and  its subsidiaries  for
 each fiscal year through the date  of delivery of such financial  statements
 for the following fiscal year, the applicable Eurodollar Margin as set forth
 below:


                                                              Applicable
                           Criteria                       Eurodollar Margin
           ------------------------------------------     -----------------
      A.   Lender shall have received the audited               2.25%
           consolidated annual financial statements
           for the most recently ended fiscal year of
           SSG and its subsidiaries reflecting:

           (i)  the existence of no Events of Default;

           (ii) net profits (after taxes), certified
                by Borrower's independent certified
                public accountants; and

          (iii) Adjusted Net Worth of SSG on a
                consolidated basis in excess of
                $42,000,000.

      B.   The criteria set forth in (A)(i) and                 2.00%
           (A)(ii) above are satisfied and such
           financial statements also reflect Adjusted
           Net Worth of SSG on a consolidated basis in
           excess of $45,000,000.

      C.   In all other cases, when the criteria set            2.50%
           forth in (A) and (B) above have not been
           satisfied.


      Notwithstanding the above, the Interest Rate shall mean the rate  equal
 to the  sum  of  the  two  percent (2.00%)  per  annum  plus  the  otherwise
 applicable Interest  Rate, at  Lender's option,  with  notice, (a)  for  the
 period (i) from and after the effective  date of termination or  non-renewal
 hereof until Lender has received full  and final payment of all  obligations
 (notwithstanding entry of  a judgment against  Borrower) and  (ii) from  and
 after the date of the occurrence of an Event of Default for so long as  such
 Event of  Default is  continuing as  determined by  Lender, and  (b) on  the
 Revolving Loans at any time outstanding  in excess of the amounts  available
 to Borrower under Section  2 (whether or not  such excess(es), arise or  are
 made with or without Lender's knowledge  or consent and whether made  before
 or after an Event  of Default), provided, however,  that if any such  excess
 arises as a  direct and  immediate result  of the  imposition of  additional
 Availability Reserves, the reduction of any lending formula or the  creation
 of additional  criteria  for  Eligible Accounts  or  Eligible  Inventory  by
 Lender, then the Interest Rate shall not increase as a result of such excess
 as provided in  this paragraph  until and  unless such  excess continues  to
 exist thirty (30) days after the commencement of such action by Lender.

      1.35 "In-Transit Inventory" shall mean Inventory that (a) Borrower  has
 paid the  full purchase  price therefor,  (b) is  in transit  to either  the
 premises of a customs broker in the United States or premises of a  Borrower
 in the United States  and, as to  premises of a  customs broker or  premises
 which are not owned  and controlled by  a Borrower, only  if (i) Lender  has
 received  a  collateral  access  agreement  duly  authorized,  executed  and
 delivered by such customs broker or  the owner, lessor and operator of  such
 other  premises,  as  the  case  may  be  or  (ii)  Lender  has  established
 Availability Reserves with respect to such  Inventory in an amount not  less
 than five percent  (5%) of the  value thereof, (c)  (i) Lender  has a  first
 priority perfected (subject only to Lender obtaining possession and  control
 of originals as contemplated by  clause (c)(ii) below) security interest  in
 all documents  of title  with respect  to such  Inventory and  Borrower  has
 control and possession of  all originals of such  documents of title at  its
 address set forth  on the signature  page hereto (or  such other address  as
 Borrower may  designate by  written notice  to  Lender) and  maintains  such
 possession and control  in a  manner satisfactory  to Lender,  or (ii)  upon
 Lender's request, Lender has a first priority perfected security interest in
 and control  and possession  of all  originals of  documents of  title  with
 respect to  such  Inventory, (d)  Lender  has received  (i)  a copy  of  the
 certificate of marine cargo  insurance in connection  therewith in which  it
 has been  named  as  an  additional  insured and  loss  payee  in  a  manner
 acceptable to  Lender and  (ii) a  copy  of the  invoice and  manifest  with
 respect thereto, and  (e) such  Inventory is not  subject to  any Letter  of
 Credit Accommodation.

      1.36 "Inventory" shall mean all of  Borrower's now owned and  hereafter
 existing or acquired raw materials, work in process, finished goods and  all
 other inventory of whatsoever kind or nature, wherever located.

      1.37 "Knowledge"  shall  mean  the  actual  knowledge  of  the   senior
 officers, other  senior management  or directors  of  any Borrower  and  any
 knowledge that any such  individuals should reasonably  be expected to  have
 with regards to such matter in his/her capacity as a senior officer,  senior
 manager or director of Borrower.

      1.38 "Larry  Black  Inventory"  shall   mean  Inventory  at   locations
 currently operated under  the "Larry Black"  name and constituting  finished
 goods, provided that such Inventory shall not constitute Eligible  Inventory
 unless:   (a) before  the first  anniversary  of the  date hereof,  if  such
 Inventory is  not  reflected on  perpetual  inventory reports  delivered  to
 Lender in accordance with the terms hereof, then (i) satisfactory testing of
 inventory  rollforward  on  or  before  the  date  hereof  shall  have  been
 completed; and (ii) Borrower  shall have caused to  be conducted a  physical
 count of the Larry Black Inventory on a quarterly basis, and at any time  or
 times as Lender may request  after an Event of  Default has occurred and  is
 continuing,  and   promptly   following   such   physical   count   Borrower
 Representative shall have supplied Lender with a report thereof in the  form
 and with such specificity as may  be reasonably satisfactory to Lender,  and
 (b) from and after the first anniversary of the date hereof, such  Inventory
 is  reflected  on  perpetual  inventory  reports  delivered  to  Lender   in
 accordance with the terms hereof.

      1.39 "Lender" shall have the meaning set forth in the preamble hereto.

      1.40 "Letter of  Credit  Accommodations"  shall  mean  the  letters  of
 credit, merchandise purchase or other guaranties which are from time to time
 either (a) issued or  opened by Lender  for the account  of Borrower or  any
 Obligor or (b)  with respect  to which Lender  has agreed  to indemnify  the
 issuer or  guaranteed to  the  issuer the  performance  by Borrower  of  its
 obligations to such issuer.

      1.41 "Loans" shall mean the Revolving Loans.

      1.42 "Material Adverse  Effect" shall  mean a  material adverse  effect
 upon the  business, operations,  properties, assets,  goodwill or  condition
 (financial or otherwise)  of SSG on  a consolidated basis.   In  determining
 whether  any  individual  event  would  have  a  Material  Adverse   Effect,
 notwithstanding that  such event  does not  of itself  have such  effect,  a
 Material Adverse Effect shall be deemed  to have occurred if the  cumulative
 effect of  such  event and  all  other then  existing  events would  have  a
 Material Adverse Effect.

      1.43 "Maximum Credit" shall mean the amount of $25,000,000.

      1.44 "Maximum Legal Rate" shall have the  meaning set forth in  Section
 3.1(e).

      1.45 "Net Amount of Eligible Accounts" shall  mean the gross amount  of
 Eligible Accounts, less (a) sales, excise  or similar taxes included in  the
 amount thereof and (b) returns, discounts, claims, credits and allowances of
 any nature at  any time issued,  owing, granted,  outstanding, available  or
 claimed with respect thereto.

      1.46 "Obligations" shall mean any and all Revolving Loans and Letter of
 Credit  Accommodations   and   all  other   obligations,   liabilities   and
 indebtedness of  every kind,  nature and  description owing  by Borrower  to
 Lender and/or its affiliates, including principal, interest, charges,  fees,
 costs  and  expenses,  however  evidenced,  whether  as  principal,  surety,
 endorser, guarantor or otherwise arising under this Agreement and the  other
 Financing Agreements,  whether now  existing or  hereafter arising,  whether
 arising before, during  or after  the initial or  any renewal  term of  this
 Agreement or after  the commencement of  any case with  respect to  Borrower
 under the United States  Bankruptcy Code or  any similar statute  (including
 the payment of interest and other amounts which would accrue and become  due
 but for  the commencement  of such  case, whether  or not  such amounts  are
 allowed or allowable in whole  or in part in  such case), whether direct  or
 indirect, absolute or contingent, joint or several, due or not due,  primary
 or secondary, liquidated or  unliquidated, secured or  unsecured.  The  term
 Obligations shall include, without limitation, all obligations,  liabilities
 and indebtedness of SSG  and ATEC, or  any one of  them, to Lender,  whether
 such obligations,  liabilities and  indebtedness  shall be  joint,  several,
 joint and several or individual.

      1.47 "Obligor" shall mean any guarantor, endorser, acceptor, surety  or
 other person liable  on or with  respect to the  Obligations or  who is  the
 owner of any  property which  is security  for the  Obligations, other  than
 Borrower.

      1.48 "Payment Account" shall have the meaning set forth in Section  6.3
 hereof.

      1.49 "Person"   or   "person"   shall   mean   any   individual,   sole
 proprietorship, partnership,  corporation (including  any corporation  which
 elects subchapter  S  status under  the  Code), limited  liability  company,
 limited liability partnership,  business trust, unincorporated  association,
 joint stock  corporation,  trust,  joint venture  or  other  entity  or  any
 government  or  any  agency  or  instrumentality  or  political  subdivision
 thereof.

      1.50 "Prime Rate"  shall  mean the  rate  from time  to  time  publicly
 announced by First Union National Bank  or its successors, at its office  in
 Charlotte, North Carolina, as its prime rate, whether or not such  announced
 rate is the best rate available at such bank.

      1.51 "Prime Rate  Loans" shall  mean any  Loans or  portion thereof  on
 which interest is  payable based on  the Prime Rate  in accordance with  the
 terms thereof.

      1.52 "Real Property" shall  mean all now  owned and hereafter  acquired
 real property of Borrower, including leasehold interests, together with  all
 buildings, structures,  and  other  improvements  located  thereon  and  all
 licenses, easements and appurtenances relating thereto, wherever located.

      1.53 "Records" shall mean all of Borrower's present and future books of
 account of every  kind or nature,  purchase and  sale agreements,  invoices,
 ledger cards,  bills  of lading  and  other shipping  evidence,  statements,
 correspondence, memoranda,  credit  files and  other  data relating  to  the
 Collateral or any account debtor, together with the tapes, disks,  diskettes
 and other data  and software  storage media  and devices,  file cabinets  or
 containers in or on which the foregoing are stored (including any rights  of
 Borrower with  respect to  the foregoing  maintained with  or by  any  other
 Person).

      1.54 "Reference Bank" shall  mean First  Union National  Bank, or  such
 other bank as Lender may from time to time designate.

      1.55 "Renewal Date" shall have  the meaning set  forth in Section  12.1
 hereof.

      1.56 "Revolving Loans" shall mean  the loans now  or hereafter made  by
 Lender to or  for the benefit  of Borrower on  a revolving basis  (involving
 advances, repayments and readvances) as set forth in Section 2.1 hereof.

      1.57 "SSG" shall have the meaning set forth in the preamble hereto.

      1.58 "Value" shall  mean,  as  determined  by  Lender  in  good  faith,
 consistent  with  its  credit  policies  and  practices,  with  respect   to
 Inventory, the lower of (a) Cost or (b) market value.


 SECTION 2.     CREDIT FACILITIES

      2.1  Revolving Loans.

           (a)  Subject to  and  upon  the  terms  and  conditions  contained
 herein, Lender agrees to make Revolving Loans to Borrower from time to  time
 in amounts requested by Borrower up to the amount equal to the sum of:

             (i) eighty percent (80%) of the Net Amount of Eligible Accounts,
                 plus

            (ii) the lesser of:

                 (A)  the sum of:

                      (1)  the Finished Goods Inventory Advance Rate with
                           respect to Eligible Inventory other than Larry
                           Black Inventory, plus

                      (2)  twenty-five percent  (25%)  of  the  Value  of
                           Eligible Inventory consisting of raw materials
                           for such finished goods, plus

                      (3)  the lesser of:

                               (x)  the Finished Goods Inventory Advance Rate
                               with  respect   to   Larry   Black   Inventory
                               constituting Eligible Inventory, or

                               (y)  if such  Larry  Black  Inventory  is  not
                               reflected  on   perpetual  inventory   reports
                               delivered to  Lender  in accordance  with  the
                               terms hereof, $1,700,000, or

                 (B)  $15,000,000, less

           (iii) any Availability Reserves.

           (b)  Lender may, in its  discretion, from time  to time, upon  not
 less than five  (5) days prior  written notice to  Borrower, (i) reduce  the
 lending formula with respect to Eligible Accounts to the extent that  Lender
 determines in good faith consistent with  its credit policies and  practices
 that:  (A) the dilution with respect  to the Accounts for any period  (based
 on the ratio of  (1) the aggregate dollar  amount of reductions in  Accounts
 other than as  a result  of payments  in cash  to (2)  the aggregate  dollar
 amount of  total sales)  has increased  in any  material respect  or may  be
 reasonably anticipated to increase in any material respect above  historical
 levels for  comparable  periods,  or (B)  the  general  creditworthiness  of
 account debtors  has declined  or (ii)  reduce the  lending formula(s)  with
 respect to Eligible  Inventory to the  extent that  Lender determines  that:
 (A) the number of days of the turnover  of the Inventory for any period  has
 increased in any material  respect other than  due to seasonal  fluctuations
 consistent with  Borrower's historical  seasonal  fluctuations, or  (B)  the
 liquidation value of the  Eligible Inventory, or  any category thereof,  has
 decreased, or (C) the nature and quality of the Inventory has  deteriorated.
 In determining whether to reduce the lending formula(s), Lender may consider
 events, conditions,  contingencies or  risks which  are also  considered  in
 determining  Eligible  Accounts,  Eligible  Inventory  or  in   establishing
 Availability Reserves.  Notwithstanding the foregoing, Lender agrees not  to
 reduce any lending formula  to account for any  matter which also serves  as
 the basis for  an Availability  Reserve established  by Lender  or has  been
 applied by  Lender  as  criteria  to cause  Accounts  or  Inventory  to  not
 constitute Eligible Accounts or Eligible Inventory, as the case may be.

           (c)  Except in Lender's  discretion, the aggregate  amount of  the
 Loans and the Letter of Credit Accommodations outstanding at any time  shall
 not exceed the Maximum Credit.  In the event that the outstanding amount  of
 any component of the Loans, or the aggregate amount of the outstanding Loans
 and Letter of Credit Accommodations, exceed the amounts available under  the
 lending formulas,  the sublimits  for Letter  of Credit  Accommodations  set
 forth in Section  2.2(d) or the  Maximum Credit, as  applicable, such  event
 shall not limit,  waive or  otherwise affect any  rights of  Lender in  that
 circumstance or on any future occasions  and Borrower shall, upon demand  by
 Lender, which may  be made at  any time or  from time  to time,  immediately
 repay to Lender the entire amount  of any such excess(es) for which  payment
 is demanded.

           (d)  For purposes only of applying the sublimit on Revolving Loans
 based on Eligible  Inventory pursuant to  Section 2.1(a)(ii)(B), Lender  may
 treat  the   then  undrawn   amounts  of   outstanding  Letter   of   Credit
 Accommodations for the purpose of purchasing Eligible Inventory as Revolving
 Loans to the extent Lender is in effect basing the issuance of the Letter of
 Credit Accommodations on the Value of the Eligible Inventory being purchased
 with such  Letter  of Credit  Accommodations.   In  determining  the  actual
 amounts of  such  Letter of  Credit  Accommodations  to be  so  treated  for
 purposes of the sublimit, the  outstanding Revolving Loans and  Availability
 Reserves shall be attributed first to any components of the lending formulas
 in Section 2.1(a)  that  are not  subject  to such  sublimit,  before  being
 attributed to  the  components  of the  lending  formulas  subject  to  such
 sublimit.

      2.2  Letter of Credit Accommodations.

           (a)  Subject to  and  upon  the  terms  and  conditions  contained
 herein, at the request of Borrower Representative, Lender agrees to  provide
 or arrange for Letter of Credit  Accommodations for the account of  Borrower
 containing terms and conditions acceptable to Lender and the issuer thereof.
 Any payments made by Lender to any issuer thereof and/or related parties  in
 connection  with  the  Letter  of  Credit  Accommodations  shall  constitute
 additional Revolving Loans to Borrower pursuant to this Section 2.

           (b)  In addition to any charges, fees  or expenses charged by  any
 bank or  issuer in  connection with  the  Letter of  Credit  Accommodations,
 Borrower shall pay to Lender a letter of credit  fee at a rate equal to  one
 and one-half percent (1.5%)  per annum on the  daily outstanding balance  of
 the Letter of Credit Accommodations for the immediately preceding month  (or
 part thereof), payable  in arrears as  of the first  day of each  succeeding
 month, except that Borrower shall pay  to Lender such letter of credit  fee,
 at Lender's  option, with  notice, at  a rate  equal to  three and  one-half
 percent (3.50%) per annum  on such daily outstanding  balance for:  (i)  the
 period from  and after  the effective  date  of termination  or  non-renewal
 hereof until Lender has received full  and final payment of all  Obligations
 (notwithstanding entry of a judgment against  Borrower) and (ii) the  period
 from and after the date of the occurrence of an Event of Default for so long
 as such Event of Default is continuing as determined by Lender.  Such letter
 of credit fee  shall be calculated  on the basis  of a  three hundred  sixty
 (360) day year and actual days elapsed and the obligation of Borrower to pay
 such fee shall survive the termination or non-renewal of this Agreement.

           (c)  No Letter of Credit Accommodations shall be available  unless
 on the date of the proposed issuance of any Letter of Credit Accommodations,
 the Revolving Loans available to Borrower (subject to the Maximum Credit and
 any Availability  Reserves)  are equal  to  or greater  than:   (i)  if  the
 proposed Letter of  Credit Accommodation is  for the  purpose of  purchasing
 Eligible Inventory,  the sum  of (A)  the percentage  equal to  one  hundred
 percent (100%) minus  the then applicable  percentage set  forth in  Section
 2.1(a)(ii)(A) above  of  the Value  of  such Eligible  Inventory,  plus  (B)
 freight, taxes, duty and other amounts  which Lender estimates must be  paid
 in connection with such  Inventory upon arrival and  for delivery to one  of
 Borrower's locations  for Eligible  Inventory within  the United  States  of
 America and (ii) if the proposed  Letter of Credit Accommodation is for  any
 other purpose, an  amount equal to  one hundred percent  (100%) of the  face
 amount thereof and all other commitments and obligations made or incurred by
 Lender with respect thereto.   Effective on the  issuance of each Letter  of
 Credit Accommodation, an  Availability Reserve shall  be established in  the
 applicable amount set forth in Section 2.2(c)(i) or Section 2.2(c)(ii).

           (d)  Except in Lender's discretion, the amount of all  outstanding
 Letter of Credit  Accommodations and all  other commitments and  obligations
 made or incurred  by Lender in  connection therewith shall  not at any  time
 exceed $5,000,000.  At any time an  Event of Default exists or has  occurred
 and is continuing, upon  Lender's request in  writing, Borrower will  either
 furnish cash  collateral  to secure  the  reimbursement obligations  to  the
 issuer in connection  with any Letter  of Credit  Accommodations or  furnish
 cash collateral to Lender  for the Letter of  Credit Accommodations, and  in
 either case, the Revolving Loans otherwise  available to Borrower shall  not
 be reduced  as  provided  in Section  2.2(c)  to  the extent  of  such  cash
 collateral.

           (e)  Borrower shall indemnify  and hold Lender  harmless from  and
 against any and all losses, claims, damages, liabilities, costs and expenses
 which Lender may  suffer or incur  in connection with  any Letter of  Credit
 Accommodations and any  documents, drafts or  acceptances relating  thereto,
 including any losses, claims, damages,  liabilities, costs and expenses  due
 to any  action taken  by any  issuer or  correspondent with  respect to  any
 Letter of Credit Accommodation.  Borrower assumes all risks with respect  to
 the acts or omissions of  the drawer under or  beneficiary of any Letter  of
 Credit Accommodation and for such purposes  the drawer or beneficiary  shall
 be deemed Borrower's agent.  Borrower  assumes all risks for, and agrees  to
 pay, all foreign, Federal, State and local taxes, duties and levies relating
 to any  goods  subject  to  any  Letter  of  Credit  Accommodations  or  any
 documents, drafts or acceptances thereunder.   BORROWER HEREBY RELEASES  AND
 HOLDS LENDER HARMLESS FROM AND AGAINST ANY ACTS, WAIVERS, ERRORS, DELAYS  OR
 OMISSIONS, WHETHER CAUSED  BY BORROWER, BY  ANY ISSUER  OR CORRESPONDENT  OR
 OTHERWISE WITH RESPECT TO OR RELATING TO ANY LETTER OF CREDIT ACCOMMODATION,
 INCLUDING ANY OF THE FOREGOING RESULTING  FROM THE ORDINARY OR  CONTRIBUTORY
 NEGLIGENCE OF  LENDER  OR  ITS EMPLOYEES,  AGENTS  OR  REPRESENTATIVES,  BUT
 EXCLUDING ANY OF THE FOREGOING RESULTING SOLELY AND DIRECTLY FROM THE  GROSS
 NEGLIGENCE OR  WILLFUL MISCONDUCT  OF LENDER  OR  ITS EMPLOYEES,  AGENTS  OR
 REPRESENTATIVES, AS DETERMINED BY A FINAL NON-APPEALABLE ORDER OF A COURT OF
 COMPETENT JURISDICTION.  The provisions of this Section 2.2(e) shall survive
 the payment  of  Obligations and  the  termination or  non-renewal  of  this
 Agreement.

           (f)  Nothing contained  herein shall  be  deemed or  construed  to
 grant Borrower or Borrower Representative any  right or authority to  pledge
 the credit of Lender in any manner.   Lender shall have no liability of  any
 kind with  respect to  any Letter  of Credit  Accommodation provided  by  an
 issuer other than Lender  unless Lender has duly  executed and delivered  to
 such issuer the  application or a  guarantee or  indemnification in  writing
 with respect to  such Letter  of Credit  Accommodation.   Borrower shall  be
 bound by  any interpretation  made in  good faith  by Lender,  or any  other
 issuer or correspondent  under or in  connection with any  Letter of  Credit
 Accommodation  or   any  documents,   drafts  or   acceptances   thereunder,
 notwithstanding that  such  interpretation  may  be  inconsistent  with  any
 instructions of Borrower or Borrower Representative.  Lender shall have  the
 sole and exclusive right and authority  to, and Borrower shall not:   (i) at
 any time an Event of Default exists  or has occurred and is continuing,  (A)
 approve or resolve any  questions of non-compliance  of documents, (B)  give
 any instructions as to acceptance or rejection of any documents or goods  or
 (C) execute any  and all applications  for steamship  or airway  guaranties,
 indemnities or delivery orders, and (ii) at all times after prior notice  to
 Borrower Representative, (A) grant any extensions  of the maturity of,  time
 of payment for,  or time  of presentation  of, any  drafts, acceptances,  or
 documents,  and  (B)   agree  to  any   amendments,  renewals,   extensions,
 modifications, changes or cancellations of any of the terms or conditions of
 any of  the applications,  Letter of  Credit Accommodations,  or  documents,
 drafts or acceptances thereunder  or any letters of  credit included in  the
 Collateral.  Lender  may take  such actions  either in  its own  name or  in
 Borrower's name.

           (g)  Any  rights,  remedies,  duties  or  obligations  granted  or
 undertaken by Borrower to any issuer or correspondent in any application for
 any Letter of Credit Accommodation, or  any other agreement in favor of  any
 issuer or  correspondent relating  to any  Letter of  Credit  Accommodation,
 shall be deemed to  have been granted or  undertaken by Borrower to  Lender.
 Any  duties  or  obligations   undertaken  by  Lender   to  any  issuer   or
 correspondent in any application for any Letter of Credit Accommodation,  or
 any other  agreement by  Lender  in favor  of  any issuer  or  correspondent
 relating to any Letter of Credit Accommodation, shall be deemed to have been
 undertaken by Borrower to Lender and to apply in all respects to Borrower.

      2.3  [Intentionally Omitted.]

      2.4  Availability Reserves.  All Revolving Loans otherwise available to
 Borrower pursuant to the lending formulas and subject to the Maximum  Credit
 and  other  applicable  limits  hereunder  shall  be  subject  to   Lender's
 continuing  right   to   establish   and   revise   Availability   Reserves.
 Notwithstanding  the   foregoing,  Lender   agrees  not   to  establish   an
 Availability Reserve with  respect to any  matter, if such  matter has  also
 been applied as criteria  to cause Accounts or  Inventory to not  constitute
 Eligible Accounts  or Eligible  Inventory,  respectively. Lender  agrees  to
 notify Borrower  Representative  after  establishing  any  new  Availability
 Reserves.

      2.5  Joint and Several Liability; Rights of Contribution.

           (a)  Each Borrower states and acknowledges that:  (i) pursuant  to
 this Agreement, Borrowers desire to utilize  their borrowing potential on  a
 consolidated basis to the  same extent possible if  they were merged into  a
 single corporate entity and that  this Agreement reflects the  establishment
 of credit facilities which would not otherwise be available to such Borrower
 if each Borrower were not jointly and severally liable for payment of all of
 the Obligations; (ii) it  has determined that  it will benefit  specifically
 and materially from the advances of  credit contemplated by this  Agreement;
 (iii) it is  both  a  condition  precedent  to  the  obligations  of  Lender
 hereunder and  a desire  of the  Borrowers that  each Borrower  execute  and
 deliver to  Lender this  Agreement; and  (iv) Borrowers have  requested  and
 bargained for  the structure  and terms  of and  security for  the  advances
 contemplated by this Agreement.

           (b)  Each  Borrower   hereby  irrevocably   and   unconditionally:
 (i) agrees that it is  jointly and severally liable  to Lender for the  full
 and prompt payment of the Obligations  and the performance by each  Borrower
 of  its  obligations  hereunder  in   accordance  with  the  terms   hereof;
 (ii) agrees to fully and promptly perform  all of its obligations  hereunder
 with respect to each advance of credit hereunder as if such advance had been
 made directly to it; and (iii) agrees  as a primary obligation to  indemnify
 Lender on demand for and against any loss incurred by Lender as a result  of
 any of the Obligations of any one or more of the Borrowers being or becoming
 void, voidable,  unenforceable or  ineffective  for any  reason  whatsoever,
 whether or not known to Lender or any Person, the amount of such loss  being
 the amount which Lender would otherwise  have been entitled to recover  from
 any one or more of the Borrowers.

           (c)  It is  the intent  of each  Borrower that  the  indebtedness,
 obligations and  liability  hereunder  of  no one  of  them  be  subject  to
 challenge on  any  basis, including,  without  limitation, pursuant  to  any
 applicable fraudulent conveyance or fraudulent transfer laws.   Accordingly,
 as of the  date hereof, the  liability of each  Borrower under this  Section
 2.5, together with all  of its other  liabilities to all  Persons as of  the
 date hereof and as of any  other date on which  a transfer or conveyance  is
 deemed to occur by virtue of this Agreement, calculated in amount sufficient
 to pay its probable net liabilities on its existing Indebtedness as the same
 become absolute and  matured ("Dated Liabilities")  is, and is  to be,  less
 than the amount of the aggregate of a  fair valuation of its property as  of
 such corresponding date ("Dated Assets").  To this end, each Borrower  under
 this Section  2.5, (i) grants  to and  recognizes  in each  other  Borrower,
 ratably, rights of subrogation  and contribution in the  amount, if any,  by
 which  the  Dated  Assets  of  such  Borrower,  but  for  the  aggregate  of
 subrogation and contribution  in its favor  recognized herein, would  exceed
 the  Dated  Liabilities  of   such  Borrower  or,  as   the  case  may   be,
 (ii) acknowledges receipt of  and recognizes  its right  to subrogation  and
 contribution ratably from each of the other Borrowers in the amount, if any,
 by which the Dated  Liabilities of such Borrower,  but for the aggregate  of
 subrogation and contribution  in its favor  recognized herein, would  exceed
 the Dated Assets of  such Borrower under this  Section 2.5.  In  recognizing
 the value of the  Dated Assets and the  Dated Liabilities, it is  understood
 that Borrowers  will  recognize,  to  at least  the  same  extent  of  their
 aggregate recognition of liabilities hereunder, their rights to  subrogation
 and contribution hereunder.  It is a material objective of this Section  2.5
 that each Borrower recognizes rights to subrogation and contribution  rather
 than be deemed to be insolvent (or in contemplation thereof) by reason of an
 arbitrary interpretation of its joint and several obligations hereunder.  In
 addition to  and not  in  limitation of  the  foregoing provisions  of  this
 Section 2.5, the Borrowers and Lender  hereby agree and acknowledge that  it
 is the intent of each  Borrower and of Lender  that the obligations of  each
 Borrower hereunder  be  in all  respects  in  compliance with,  and  not  be
 voidable  pursuant  to,  applicable  fraudulent  conveyance  and  fraudulent
 transfer laws.

           (d)  Notwithstanding the foregoing,  and the Borrowers'  agreement
 to be jointly and severally liable for payment of all the Obligations,  each
 of  the  Borrowers  is  a  separate   and  distinct  corporation.     Lender
 acknowledges and agrees that each Borrower is a separate and distinct entity
 and further agrees  not to challenge  or dispute the  separate existence  of
 each Borrower.

      2.6  Structure  of  Credit   Facility.    Each   Borrower  agrees   and
 acknowledges that the present structure of the credit facilities detailed in
 this Agreement is  based in part  upon the financial  and other  information
 presently known to Lender regarding  each Borrower, the corporate  structure
 of Borrowers, and the  present financial condition of  each Borrower.   Each
 Borrower hereby agrees that Lender shall have the right, in its sole  credit
 judgment, to require that  any or all  of the following  changes be made  to
 these  Loans:    (i) advance  Revolving   Loans  to  a  specific   Borrower,
 (ii) restrict loans and advances between Borrowers, (iii) require that  each
 Borrower execute a guaranty  of the indebtedness of  each other Borrower  to
 Lender and (iv) require  that any  advances made  by a  Borrower to  another
 Borrower be collateralized in a manner acceptable to Lender.


 SECTION 3.     INTEREST AND FEES

      3.1  Interest.

           (a)  Borrower shall  pay to  Lender  interest on  the  outstanding
 principal amount of  the non-contingent  Obligations at  the Interest  Rate.
 All interest accruing hereunder on and after the occurrence and  continuance
 of an  Event of  Default or  effective date  of termination  or  non-renewal
 hereof shall be payable upon demand.

           (b)  Borrower Representative may  from time to  time request  that
 Prime Rate Loans be converted to Eurodollar Rate Loans or that any  existing
 Eurodollar Rate  Loans continue  for an  additional Interest  Period.   Such
 request from Borrower Representative shall specify  the amount of the  Prime
 Rate Loans  which will  constitute Eurodollar  Rate  Loans (subject  to  the
 limits set forth  below) and the  Interest Period to  be applicable to  such
 Eurodollar Rate  Loans.   Subject  to  the terms  and  conditions  contained
 herein, three (3) Business  Days after receipt by  Lender of such a  request
 from Borrower Representative, such  Prime Rate Loans  shall be converted  to
 Eurodollar Rate Loans or such Eurodollar  Rate Loans shall continue, as  the
 case may be, provided, that,  (i) no Event of  Default, or event which  with
 notice or  passage of  time or  both would  constitute an  Event of  Default
 exists or has occurred  and is continuing, (ii)  no party hereto shall  have
 sent any notice  of  termination  or  non-renewal  of  this  Agreement,  the
 effective date of which is prior to the end of the Interest Period specified
 for such  Eurodollar Rate  Loan, (iii)  Borrower Representative  shall  have
 complied with such  customary procedures as  are established  by Lender  and
 specified by Lender to Borrower in writing from time to time for requests by
 Borrower Representative for Eurodollar  Rate Loans, (iv)  no more than  five
 (5) Interest Periods may  be in effect  at any one  time, (v) the  aggregate
 amount of the  Eurodollar Rate  Loans must  be in  an amount  not less  than
 $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (vi) the
 maximum amount  of  the Eurodollar  Rate  Loans  at any  time  requested  by
 Borrower Representative shall not exceed the amount equal to eighty  percent
 (80%) of the  lowest principal  amount of the  Revolving Loans  which it  is
 anticipated will be  outstanding during the  applicable Interest Period,  in
 each case as determined by Lender (but with no obligation of Lender to  make
 such Revolving  Loans)  and (vii)  Lender  shall have  determined  that  the
 Interest Period or Adjusted Eurodollar Rate  is available to Lender  through
 the Reference Bank  and can  be readily  determined as  of the  date of  the
 request for  such Eurodollar  Rate Loan  by  Borrower Representative.    Any
 request by Borrower Representative to convert Prime Rate Loans to Eurodollar
 Rate Loans  or to  continue  any existing  Eurodollar  Rate Loans  shall  be
 irrevocable.   Notwithstanding anything  to the  contrary contained  herein,
 Lender and Reference Bank  shall not be required  to purchase United  States
 Dollar  deposits  in  the  London  interbank  market  or  other   applicable
 Eurodollar Rate market to fund any Eurodollar Rate Loans, but the provisions
 hereof shall  be  deemed  to apply  as  if  Lender and  Reference  Bank  had
 purchased such deposits to fund the Eurodollar Rate Loans.

           (c)  Any Eurodollar  Rate  Loans shall  automatically  convert  to
 Prime Rate Loans upon the last day of the applicable Interest Period, unless
 Lender has received and approved a request to continue such Eurodollar  Rate
 Loan at least three (3) Business Days  prior to such last day in  accordance
 with the terms hereof.  Any Eurodollar Rate Loans shall, at Lender's option,
 upon notice  by Lender  to Borrower  Representative, convert  to Prime  Rate
 Loans in the event that (i) an Event of Default or event which, with  notice
 or passage of  time, or both,  would constitute an  Event of Default,  shall
 exist, (ii) this Agreement shall terminate  or not be renewed, or (iii)  the
 aggregate principal amount  of the Prime  Rate Loans  which have  previously
 been converted to Eurodollar  Rate Loans or  existing Eurodollar Rate  Loans
 continued, as the case may be, at the beginning of an Interest Period  shall
 at any time  during such  Interest Period  exceed either  (A) the  aggregate
 principal amount of the Loans then  outstanding, or (B) the Revolving  Loans
 then available to Borrower  under Section 2 hereof.   Borrower shall pay  to
 Lender, upon demand by Lender (or Lender may, at its option, charge any loan
 account  of  Borrower)  any  amounts  required  to  compensate  Lender,  the
 Reference Bank or any participant with  Lender for any loss (including  loss
 of anticipated  profits), cost  or expense  incurred by  such Person,  as  a
 result of  the conversion  of  Eurodollar Rate  Loans  to Prime  Rate  Loans
 pursuant to any of the foregoing.

           (d)  Interest shall be  payable by Borrower  to Lender monthly  in
 arrears not later than  the first day  of each calendar  month and shall  be
 calculated on the basis of a three  hundred sixty (360) day year and  actual
 days elapsed.  The interest rate  on non-contingent Obligations (other  than
 Eurodollar Rate Loans) shall increase or decrease by an amount equal to each
 increase or decrease in  the Prime Rate  effective on the  first day of  the
 month after any change in  such Prime Rate is  announced based on the  Prime
 Rate in effect on the last day of the month in which any such change occurs.
 In no  event shall  charges constituting  interest  payable by  Borrower  to
 Lender exceed the maximum amount or the rate permitted under any  applicable
 law or regulation, and if any such part or provision of this Agreement is in
 contravention of any such law or regulation, such part or provision shall be
 deemed amended to conform thereto.

           (e)  No  agreements,   conditions,  provisions   or   stipulations
 contained in this Agreement or any  other instrument, document or  agreement
 between Borrower  and Lender  or default  of Borrower,  or the  exercise  by
 Lender of the right to accelerate  the payment of the maturity of  principal
 and interest,  or  to  exercise any  option  whatsoever  contained  in  this
 Agreement  or  any  other  Financing  Agreement,  or  the  arising  of   any
 contingency whatsoever, shall  entitle Lender  to contract  for, charge,  or
 receive, in any event, consideration for  the use, forbearance or  detention
 of money  ("interest") at  a rate  exceeding the  maximum rate  of  interest
 permitted by applicable  state or federal  law in effect  from time to  time
 (hereinafter "Maximum Legal Rate").  In no event shall Borrower be obligated
 to pay  interest at  any rate  exceeding  such Maximum  Legal Rate  and  all
 agreements, conditions or stipulations,  if any, which may  in any event  or
 contingency whatsoever operate to bind, obligate or compel Borrower to pay a
 rate of interest exceeding the Maximum Legal Rate, shall be without  binding
 force or effect, at law or  in equity, to the extent  only of the excess  of
 interest determined at a rate  over such Maximum Legal  Rate.  In the  event
 any interest is contracted for, charged or received at any rate in excess of
 the Maximum Legal Rate ("Excess"), Borrower acknowledges and stipulates that
 any such contract, charge, or receipt shall be the result of an accident and
 bona fide error, and  that any Excess received  by Lender shall be  applied,
 first, to reduce the principal then unpaid hereunder; second, to reduce  the
 other Obligations; and third, returned to  Borrower, it being the  intention
 of the parties hereto not to enter at any time into a usurious or  otherwise
 illegal relationship.   Borrower recognizes that,  with fluctuations in  the
 Prime Rate, the Eurodollar  Rate and the Maximum  Legal Rate, such a  result
 could inadvertently  occur.  By the  execution of  this Agreement,  Borrower
 covenants that (i) the credit or  return of any Excess shall constitute  the
 acceptance by Borrower of such Excess,  and (ii) Borrower shall not seek  or
 pursue any other remedy, legal or equitable, against Lender, based in  whole
 or in part upon  contracting for, charging or  receiving of any interest  in
 excess of the maximum authorized or  receiving of any interest in excess  of
 the maximum authorized by  applicable law.  For  the purpose of  determining
 whether or not any  Excess has been contracted  for, charged or received  by
 Lender, all interest  at any  time contracted  for, charged  or received  by
 Lender in  connection  with this  Agreement  shall be  amortized,  prorated,
 allocated and spread  in equal  parts during the  full stated  term of  this
 Agreement and otherwise as provided in Tex. Fin Code section 306.004 (or the
 successor(s)  thereof).  If, as a  result of  any circumstances  whatsoever,
 fulfillment of any provision hereof or of any related agreement, at the time
 performance of such provision shall be  due, shall involve transcending  the
 limit of validity prescribed by applicable usury law, then, ipso facto,  the
 obligation to be fulfilled shall be reduced to the limit of such validity.

      3.2  Closing Fee.  Borrower  shall pay to Lender  as a closing fee  the
 amount of $125,000, all of which shall be fully earned and non-refundable as
 of the date hereof and which shall be payable in two installments of $62,500
 each on (i)  the date  hereof, and (ii) the  first anniversary  of the  date
 hereof.

      3.3  Servicing Fee.  Borrower shall pay  to Lender monthly a  servicing
 fee in an amount equal  to $3,000 in respect  of Lender's services for  each
 month (or part thereof)  while this Agreement remains  in effect and for  so
 long thereafter as any of the  Obligations are outstanding, which fee  shall
 be fully earned as of and payable  in advance on the date hereof  (pro-rated
 for the portion of the month remaining) and  on the first day of each  month
 hereafter.

      3.4  Unused Line Fee.  Borrower shall  pay to Lender monthly an  unused
 line fee at  a rate equal  to one-quarter of  one percent  (.25%) per  annum
 calculated upon the amount  by which $20,000,000  exceeds the average  daily
 principal balance of the  outstanding Revolving Loans  and Letter of  Credit
 Accommodations during  the immediately  preceding  month (or  part  thereof)
 while this Agreement is in effect and for  so long thereafter as any of  the
 Obligations are outstanding, which fee shall be payable on the first day  of
 each month in arrears.

      3.5  Changes in Laws and Increased Costs of Loans.

           (a)  Notwithstanding anything  to the  contrary contained  herein,
 all Eurodollar Rate Loans shall, upon notice by Lender to Borrower,  convert
 to Prime Rate Loans in the  event that (i) any  change in applicable law  or
 regulation (or the  interpretation or administration  thereof) shall  either
 (A) make it unlawful for Lender,  Reference Bank or any participant to  make
 or maintain Eurodollar  Rate Loans  or to comply  with the  terms hereof  in
 connection with  the Eurodollar  Rate  Loans, or  (B)  shall result  in  the
 increase in the costs to Lender, Reference Bank or any participant of making
 or maintaining any Eurodollar Rate Loans by an amount deemed by Lender to be
 material, or (C)  reduce the  amounts received  or receivable  by Lender  in
 respect thereof, by an amount  deemed by Lender to  be material or (ii)  the
 cost to Lender, Reference Bank or  any participant of making or  maintaining
 any Eurodollar Rate Loans  shall otherwise increase by  an amount deemed  by
 Lender to be material. Borrower shall  pay to Lender, upon demand by  Lender
 (or Lender may,  at its  option, charge any  loan account  of Borrower)  any
 amounts required to compensate Lender, the Reference Bank or any participant
 with Lender for any  loss (including loss of  anticipated profits), cost  or
 expense incurred by  such Person as  a result of  the foregoing,  including,
 without limitation, any such loss, cost or expense incurred by reason of the
 liquidation or  reemployment of  deposits or  other funds  acquired by  such
 Person to make or maintain the Eurodollar Rate Loans or any portion thereof.
 A certificate of  Lender setting forth  the basis for  the determination  of
 such amount necessary to compensate Lender  as aforesaid shall be  delivered
 to Borrower Representative and shall  be conclusive, absent manifest  error.
 Notwithstanding the foregoing, Lender agrees not to take any of the  actions
 contemplated by this Section 3.5(a)  unless it also  takes such action  with
 respect to its other borrowers.

           (b)  If any payments or prepayments  in respect of the  Eurodollar
 Rate Loans  are  received by  Lender  other than  on  the last  day  of  the
 applicable Interest Period (whether pursuant to acceleration, upon  maturity
 or otherwise),  including  any  payments  pursuant  to  the  application  of
 collections under Section 6.3 or any  other payments made with the  proceeds
 of Collateral, Borrower shall pay to Lender upon demand by Lender (or Lender
 may, at  its  option, charge  any  loan  account of  Borrower)  any  amounts
 required to compensate Lender,  the Reference Bank  or any participant  with
 Lender for any additional loss (including loss of anticipated profits), cost
 or expense  incurred  by such  Person  as a  result  of such  prepayment  or
 payment, including, without limitation, any  loss, cost or expense  incurred
 by reason of  the liquidation  or reemployment  of deposits  or other  funds
 acquired by such Person  to make or maintain  such Eurodollar Rate Loans  or
 any portion thereof.


 SECTION 4.     CONDITIONS PRECEDENT

      4.1  Conditions  Precedent  to  Initial  Loans  and  Letter  of  Credit
 Accommodations. Each of  the following is  a condition  precedent to  Lender
 making the  initial  Loans  and  providing  the  initial  Letter  of  Credit
 Accommodations hereunder:

           (a)  Lender shall have  received evidence, in  form and  substance
 satisfactory to Lender, that Lender has  valid perfected and first  priority
 security interests in and liens upon  the Collateral and any other  property
 which is intended to be security for the Obligations or the liability of any
 Obligor in respect thereof, subject only to the security interests and liens
 permitted herein or in the other Financing Agreements;

           (b)  all requisite corporate action and proceedings in  connection
 with this Agreement and the other Financing Agreements shall be satisfactory
 in form  and  substance  to  Lender, and  Lender  shall  have  received  all
 information and  copies of  all documents,  including records  of  requisite
 corporate  action  and  proceedings  which  Lender  may  have  requested  in
 connection therewith,  such  documents  where requested  by  Lender  or  its
 counsel to be  certified by appropriate  corporate officers or  governmental
 authorities;

           (c)  no change which has  had or could  be reasonably expected  to
 have a  Material  Adverse Effect  shall  have  occurred since  the  date  of
 Lender's latest field examination and no change or event shall have occurred
 which would impair the ability of the Borrower or any Obligor to perform its
 obligations hereunder  or under  any of  the other  Financing Agreements  to
 which it is a party or of Lender to enforce the Obligations or realize  upon
 the Collateral;

           (d)  Lender shall have completed a field review of the Records and
 such other information with respect to the Collateral as Lender may  require
 to determine  the  amount of  Revolving  Loans available  to  Borrower,  the
 results of which  shall be satisfactory  to Lender, not  more than five  (5)
 Business Days prior to the date hereof;

           (e)  Lender shall  have received  evidence of  insurance and  loss
 payee or additional insured, as applicable, endorsements required  hereunder
 and under the other Financing Agreements,  in form and substance  reasonably
 satisfactory to  Lender,  and  certificates  of  insurance  policies  and/or
 endorsements  naming  Lender  as  loss   payee  or  additional  insured   as
 applicable;

           (f)  Lender  shall   have   received,  in   form   and   substance
 satisfactory to Lender,  such opinion letters  of counsel  to Borrower  with
 respect to the  Financing Agreements, the  security interests  and liens  of
 Lender and such other matters as Lender may request;

           (g)  Lender  shall  have  received  a  certificate  regarding  the
 solvency of Borrower, in form and substance satisfactory to Lender, executed
 by the chief executive officer and the chief financial officer of Borrower;

           (h)  Lender  shall   have   received,  in   form   and   substance
 satisfactory to Lender, a pledge of one hundred percent (100%) of the common
 stock, or other  equity interests, in  any Person owned  by SSG (other  than
 Sport Supply Group  Asia, Ltd.,  a Hong  Kong corporation,  with respect  to
 which Lender shall  have received a  pledge of sixty-five  percent (65%)  of
 such stock);

           (i)  Lender shall  have received  a  certificate executed  by  the
 chief executive officer and the chief financial officer of Borrower, setting
 forth in reasonable detail the sources and uses of funds in the transactions
 contemplated herein;

           (j)  Lender  shall   have   received,  in   form   and   substance
 satisfactory to Lender,  written instructions  from Borrower  Representative
 directing the application of the initial Revolving Credit Loans or Letter of
 Credit  Accommodations,  if  any,  on  the  date  hereof  pursuant  to  this
 Agreement;

           (k)  the Excess Availability, as determined  by Lender, as of  the
 date hereof shall  be not less  than $2,000,000 after  giving effect to  the
 initial Loans made  or to be  made and the  Letter of Credit  Accommodations
 issued  or  to  be  issued  in  connection  with  the  initial  transactions
 hereunder;

           (l)  Lender shall have received a licensor agreement, in form  and
 substance  satisfactory  to  Lender,  for   each  trademark  or  any   other
 intellectual property which Borrower licenses set forth on Schedule  4.1(l),
 executed by Borrower and the licensor;

           (m)  Lender  shall   have   received,  in   form   and   substance
 satisfactory to Lender, all releases, terminations and such other  documents
 as Lender may  request to  evidence and  effectuate the  termination by  the
 existing lender  or  lenders  to  Borrower  of  their  respective  financing
 arrangements with Borrower and the termination and release by it or them, as
 the case may  be, of any  interest in and  to any assets  and properties  of
 Borrower  and  each  Obligor  (or  payoff  letters  in  form  and  substance
 satisfactory to Lender including  the agreement of  such existing lender  or
 lenders to effectuate such terminations  and releases promptly upon  receipt
 of the  payoff amount  set forth  therein),  duly authorized,  executed  and
 delivered by it  or each of  them, including, but  not limited  to, (i)  UCC
 termination statements for all UCC financing statements previously filed  by
 it or any of them  or their predecessors, as  secured party and Borrower  or
 any Obligor,  as  debtor  and  (ii)  satisfactions  and  discharges  of  any
 mortgages, deeds of trust or deeds to secure debt by Borrower or any Obligor
 in favor  of  such  existing  lender or  lenders,  in  form  acceptable  for
 recording in the appropriate government office;

           (n)  Lender  shall  have  received  from  Borrower  a  report   of
 Borrower's  slow-moving  Inventory,  based  upon  Inventory  on-hand  versus
 quantity sold  for the  twelve month  period ending  February 23, 2001,  and
 Lender shall be satisfied with the result thereof; and

           (o)  Lender shall  have received  the other  Financing  Agreements
 (including,  without  limitation,  a  negative  pledge  agreement  for  each
 location  where  Borrower  owns  Real  Property)  and  all  instruments  and
 documents hereunder  and  thereunder  shall  have  been  duly  executed  and
 delivered to  Lender,  in  form and  substance  reasonably  satisfactory  to
 Lender.

      4.2  Conditions  Precedent   to  All   Loans  and   Letter  of   Credit
 Accommodations.  Each of the following is an additional condition  precedent
 to Lender making Loans and/or providing  Letter of Credit Accommodations  to
 Borrower, including the  initial Loans and  Letter of Credit  Accommodations
 and any future Loans and Letter of Credit Accommodations:

           (a)  all representations and  warranties contained  herein and  in
 the other Financing  Agreements shall be  true and correct  in all  material
 respects with the same effect as though such representations and  warranties
 had been made  on and as  of the date  of the making  of each  such Loan  or
 providing each such Letter of Credit  Accommodation and after giving  effect
 thereto except for any representations and warranties given as of a specific
 date, which shall have been true and correct in all material respects on and
 as of such date; and

           (b)  no Event of  Default and no  event or  condition which,  with
 notice or passage  of time or  both, would constitute  an Event of  Default,
 shall exist or have occurred and be continuing on and as of the date of  the
 making of such Loan  or providing each such  Letter of Credit  Accommodation
 and after giving effect thereto.


 SECTION 5.     GRANT OF SECURITY INTEREST

      To secure payment and performance  of all Obligations, Borrower  hereby
 grants to Lender a continuing security interest in, a lien upon, and a right
 of set off against, and hereby assigns to Lender as security, the  following
 property and  interests  in  property of  Borrower,  whether  now  owned  or
 hereafter acquired  or existing,  and  wherever located  (collectively,  the
 "Collateral"):

      5.1  Accounts;

      5.2  all present  and future  contract rights  (including rights  under
 service agreements  (except  to  the extent  prohibited  by  the  applicable
 service agreement)), general  intangibles (including tax  and duty  refunds,
 registered and unregistered patents, trademarks, service marks,  copyrights,
 trade names,  applications  for the  foregoing,  trade secrets,  good  will,
 processes, drawings,  blueprints, customer  lists, licenses  (except to  the
 extent prohibited by the applicable license agreement), whether as  licensor
 or licensee,  choses in  action and  other claims  and existing  and  future
 leasehold interests in equipment, real estate and fixtures), chattel  paper,
 documents, instruments, securities and other investment property, letters of
 credit, bankers' acceptances and guaranties;

      5.3  all  present  and  future  monies,  securities,  credit  balances,
 deposits, deposit accounts and other property  of Borrower now or  hereafter
 held or received  by or in  transit to Lender  or its affiliates  or at  any
 other depository or other institution from  or for the account of  Borrower,
 whether  for  safekeeping,  pledge,  custody,  transmission,  collection  or
 otherwise, and all  present and  future liens,  security interests,  rights,
 remedies, title and  interest in, to  and in respect  of Accounts and  other
 Collateral,  including  (a)  rights  and  remedies  under  or  relating   to
 guaranties, contracts of suretyship, letters of credit and credit and  other
 insurance related  to the  Collateral, (b)  rights of  stoppage in  transit,
 replevin, repossession,  reclamation and  other rights  and remedies  of  an
 unpaid vendor, lienor  or secured party,  (c) goods  described in  invoices,
 documents,  contracts  or   instruments  with  respect   to,  or   otherwise
 representing  or  evidencing,  Accounts   or  other  Collateral,   including
 returned, repossessed and reclaimed goods, and (d) deposits by and  property
 of account  debtors or  other Persons  securing the  obligations of  account
 debtors;

      5.4  Inventory;

      5.5  Equipment;

      5.6  Records; and

      5.7  all products and proceeds of the foregoing, in any form, including
 insurance proceeds and all claims against  third parties for loss or  damage
 to or destruction of any or all of the foregoing.


 SECTION 6.     COLLECTION AND ADMINISTRATION

      6.1  Borrower's Loan Account.  Lender shall  maintain one or more  loan
 account(s) on its books in which shall be recorded (a) all Loans, Letter  of
 Credit Accommodations  and other  Obligations and  the Collateral,  (b)  all
 payments made by  or on  behalf of Borrower  and (c)  all other  appropriate
 debits and credits as provided in  this Agreement, including fees,  charges,
 costs, expenses and interest.  All  entries in the loan account(s) shall  be
 made in accordance with Lender's customary practices as in effect from  time
 to time.

      6.2  Statements.  Lender shall  render to Borrower Representative  each
 month  a  statement  setting  forth  the  balance  in  the  Borrower's  loan
 account(s) maintained by Lender for Borrower  pursuant to the provisions  of
 this Agreement,  including principal,  interest, fees,  costs and  expenses.
 Each such statement shall be subject to subsequent adjustment by Lender  but
 shall, absent manifest errors or omissions, be considered correct and deemed
 accepted by Borrower Representative  and conclusively binding upon  Borrower
 as an account  stated except to  the extent that  Lender receives a  written
 notice from Borrower Representative of  any specific exceptions of  Borrower
 Representative thereto within thirty (30) days after the date such statement
 has been mailed by Lender.  Until such time as Lender shall have rendered to
 Borrower Representative a written statement  as provided above, the  balance
 in Borrower's loan account(s) shall be  presumptive evidence of the  amounts
 due and owing to Lender by Borrower.

      6.3  Collection of Accounts.

           (a)  Borrower  shall  establish  and  maintain,  at  its  expense,
 blocked accounts ("Blocked  Accounts"), with  such banks  as are  reasonably
 acceptable to Lender into which Borrower shall promptly deposit all payments
 on Accounts and  all payments constituting  proceeds of  Inventory or  other
 Collateral in the identical form in which such payments are made, whether by
 cash, check or other manner.   The banks at  which the Blocked Accounts  are
 established  shall  enter   into  an  agreement,   in  form  and   substance
 satisfactory to Lender, providing  that all items  received or deposited  in
 the Blocked Accounts are  the property of Lender,  that the depository  bank
 has no lien  upon, or  right to setoff  against, the  Blocked Accounts,  the
 items received  for deposit  therein, or  the  funds from  time to  time  on
 deposit therein  and  that  the depository  bank  will  wire,  or  otherwise
 transfer, in  immediately  available funds,  on  a daily  basis,  all  funds
 received or deposited  into the  Blocked Accounts  to such  bank account  of
 Lender as Lender may from time to time designate for such purpose  ("Payment
 Account").  Borrower agrees that all payments made to such Blocked  Accounts
 or other funds received and collected by Lender, whether on the Accounts  or
 as proceeds  of Inventory  or other  Collateral or  otherwise shall  be  the
 property of Lender.

           (b)  For purposes of calculating the amount of the Loans available
 to  Borrower,  such  payments  will  be  applied  (conditional  upon   final
 collection) to the Obligations on the  Business Day of receipt by Lender  of
 payments or other funds  in the Payment Account  provided such payments  and
 notice thereof are received in accordance with Lender's usual and  customary
 practices as  in effect  from time  to time  and within  sufficient time  to
 credit Borrower's loan account  on such day,  and if not,  then on the  next
 Business Day.  For the purposes of calculating interest on the  Obligations,
 such payments  or other  funds received  will be  applied (conditional  upon
 final collection) to the Obligations one (1) Business Day following the date
 of receipt of immediately available funds  by Lender in the Payment  Account
 provided such payments  or other funds  and notice thereof  are received  in
 accordance with Lender's  usual and customary  practices as  in effect  from
 time to time and within sufficient time to credit Borrower's loan account on
 such day, and if not, then on the next Business Day.

           (c)  Borrower and  all of  its subsidiaries,  employees or  agents
 shall, acting as trustee for Lender, receive, as the property of Lender, any
 monies, checks,  notes,  drafts or  any  other payment  relating  to  and/or
 proceeds of Accounts or other Collateral which come into their possession or
 under their  control  and  promptly upon  receipt  thereof,  shall  (or,  if
 Borrower has  Knowledge  that  any  of  the  foregoing  has  come  into  the
 possession  or  under   the  control  of   any  of  Borrower's   affiliates,
 shareholders or directors, Borrower shall use its best efforts to cause such
 Person to)  deposit  or  cause the  same  to  be deposited  in  the  Blocked
 Accounts, or remit the same or  cause the same to  be remitted, in kind,  to
 Lender.  In no event shall the same be commingled with Borrower's own funds.
 Borrower agrees to reimburse Lender promptly  after request for any  amounts
 owed or paid to any bank  at which a Blocked  Account is established or  any
 other bank  or Person  involved in  the transfer  of funds  to or  from  the
 Blocked Accounts arising out of Lender's  payments to or indemnification  of
 such bank or  Person.  The  obligation of Borrower  to reimburse Lender  for
 such amounts pursuant to this Section  6.3 shall survive the termination  or
 non-renewal of this Agreement.

      6.4  Payments.  All Obligations shall be payable to the Payment Account
 as provided in Section 6.3 or such other place as Lender may designate  from
 time to time.  Lender may apply payments received or collected from Borrower
 or  for  the  account  of  Borrower  (including  the  monetary  proceeds  of
 collections  or  of  realization  upon  any  Collateral)  to  such  of   the
 Obligations, whether or  not then due,  in such order  and manner as  Lender
 determines.   At  Lender's option,  all  principal, interest,  fees,  costs,
 expenses and  other charges  provided for  in this  Agreement or  the  other
 Financing Agreements  may be  charged directly  to  the loan  account(s)  of
 Borrower.  Borrower  shall make all  payments to Lender  on the  Obligations
 free and clear of,  and without deduction or  withholding for or on  account
 of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees,
 deductions, withholding, restrictions or conditions of  any kind.  If  after
 receipt of any payment of, or proceeds of Collateral applied to the  payment
 of, any of the Obligations, Lender  is required to surrender or return  such
 payment or  proceeds to  any Person  for any  reason, then  the  Obligations
 intended to be satisfied by such payment or proceeds shall be reinstated and
 continue and this Agreement  shall continue in full  force and effect as  if
 such payment or proceeds had not been received by Lender.  Borrower shall be
 liable to pay to Lender, and does hereby indemnify and hold Lender  harmless
 for the amount of  any payments or proceeds  surrendered or returned.   This
 Section 6.4 shall remain effective notwithstanding any contrary action which
 may be taken  by Lender in  reliance upon such  payment or  proceeds.   This
 Section 6.4 shall survive the payment of the Obligations and the termination
 or non-renewal of this Agreement.

      6.5  Authorization to Make  Loans.  Lender  is authorized  to make  the
 Loans and provide the Letter of Credit Accommodations based upon  telephonic
 or other instructions received  from anyone purporting to  be an officer  of
 Borrower Representative or  employee authorized  by Borrower  Representative
 or, at the discretion of Lender, if such Loans are necessary to satisfy  any
 Obligations.   All requests  for Loans  or Letter  of Credit  Accommodations
 hereunder shall specify  the date on  which the requested  advance is to  be
 made or Letter of  Credit Accommodations established (which  day shall be  a
 Business Day) and the amount of the requested Loan.  Requests received after
 12:00 p.m. Central Standard  Time on any  day shall be  deemed to have  been
 made as of  the opening of  business on the  immediately following  Business
 Day.  All  Loans and Letter  of Credit Accommodations  under this  Agreement
 shall be conclusively presumed to have been  made to, and at the request  of
 and for  the  benefit of,  Borrower  when (a)  deposited  to the  credit  of
 Borrower, (b) deposited to the credit of Borrower Representative on  account
 of  Borrower  (without  liability  or  responsibility  of  Lender  for   the
 application of funds by Borrower Representative), or (c) otherwise disbursed
 or established in accordance with the instructions of Borrower acceptable to
 Lender or in accordance with the terms and conditions of this Agreement.

      6.6  Use of Proceeds.  Borrower shall  use the initial proceeds of  the
 Loans provided by Lender  to Borrower hereunder only  for:  (a) payments  to
 each of the Persons listed in the disbursement direction letter furnished by
 Borrower Representative to Lender on or about the date hereof and (b) costs,
 expenses and fees in connection with the preparation, negotiation, execution
 and delivery of  this Agreement  and the  other Financing  Agreements.   All
 other Loans made or  Letter of Credit Accommodations  provided by Lender  to
 Borrower pursuant to the  provisions hereof shall be  used by Borrower  only
 for general operating, working capital  and other proper corporate  purposes
 of Borrower  not otherwise  prohibited by  the terms  hereof.   None of  the
 proceeds will be used, directly or indirectly, for the purpose of purchasing
 or carrying any margin security or for the purposes of reducing or  retiring
 any indebtedness  which was  originally incurred  to purchase  or carry  any
 margin security or for any other purpose which might cause any of the  Loans
 to be considered a  "purpose credit" within the  meaning of Regulation G  of
 the Board of Governors of the Federal Reserve System, as amended.

      6.7  Reliance on Notices; Appointment of Borrower Representative.

           (a)  Lender shall be  entitled to rely  upon, and  shall be  fully
 protected in  relying  upon,  any  instruction,  request,  notice  or  other
 communication  with  respect   to  Revolving  Loan   or  Letter  of   Credit
 Accommodations or similar notice believed by  Lender to be genuine.   Lender
 may assume that  each Person executing  and delivering  such a  instruction,
 request or notice was duly authorized.

           (b)  Borrower hereby  designates  SSG as  its  representative  and
 agent on its behalf for the purposes of (i) giving, receiving and/or issuing
 such instructions, requests or notices with  respect to the disbursement  of
 the proceeds  of  the  Loans, (ii)  selecting  interest  rate  options,  (b)
 requesting Letter of Credit Accommodations, (iii) receiving and distributing
 funds hereunder, (iv) providing financial information and all other  notices
 and consents hereunder or under any  of the other Financing Agreements,  and
 (v) taking  all  other actions  (including  in respect  of  compliance  with
 covenants) on behalf of  Borrower under the Financing  Agreements as may  be
 requested by Lender,  together with  actions incidental  thereto.   Borrower
 Representative hereby accepts such appointment.

           (c)  Borrower Representative shall not  resign from such  capacity
 without Lender's  prior written  consent to  such  resignation and,  in  any
 event, until  and unless  the existing  Borrower Representative  shall  have
 identified  and  Lender  shall  have  approved,  any  replacement  for  such
 representative.

           (d)  Lender may regard any  instruction, request, notice or  other
 communication  pursuant   to   any   Financing   Agreement   from   Borrower
 Representative as  an instruction,  request,  notice or  communication  from
 Borrower and may give any notice  or communication required or permitted  to
 be given  to Borrower  hereunder to  Borrower  Representative on  behalf  of
 Borrower. Borrower  agrees that  each notice,  election, representation  and
 warranty, covenant, agreement and undertaking made on its behalf by Borrower
 Representative shall  be  deemed for  all  purposes  to have  been  made  by
 Borrower and shall be binding upon  and enforceable against Borrower to  the
 same extent as  if the  same had been  made directly  by Borrower.  Borrower
 waives and releases Lender from compliance with the terms hereof,  including
 for  the   application  of   funds  disbursed   or  directed   to   Borrower
 Representative on behalf of Borrower.


 SECTION 7.     COLLATERAL REPORTING AND COVENANTS

      7.1  Collateral  Reporting.    Borrower  Representative  shall  provide
 Lender with the following documents in a form regularly prepared by Borrower
 or otherwise reasonably  satisfactory to  Lender: (a) on a regular basis  as
 required by Lender, a schedule of  Accounts, sales made, credits issued  and
 cash received;  (b) on  a monthly  basis or  more frequently  as Lender  may
 request,  (i)  perpetual  inventory  reports,  (ii)  inventory  reports   by
 category, (iii)  agings of  accounts payable,  and (iv)  agings of  accounts
 receivable, (c)  on a  quarterly  basis or  more  frequently as  Lender  may
 request, slow-moving  inventory  reports;  (d) upon  Lender's  request,  (i)
 copies of  customer  statements and  credit  memos, remittance  advices  and
 reports, and copies  of deposit slips  and bank statements,  (ii) copies  of
 shipping and  delivery  documents,  and  (iii) copies  of  purchase  orders,
 invoices and  delivery documents  for Inventory  and Equipment  acquired  by
 Borrower; and (e) such  other reports as to  the Collateral as Lender  shall
 reasonably request  from time  to time.   If  any of  Borrower's records  or
 reports of  the  Collateral are  prepared  or maintained  by  an  accounting
 service, contractor,  shipper or  other agent,  Borrower hereby  irrevocably
 authorizes such  service,  contractor,  shipper or  agent  to  deliver  such
 records, reports, and  related documents to  Lender and  to follow  Lender's
 instructions with respect to further services  at any time that an Event  of
 Default exists or has occurred and is continuing.

      7.2  Accounts Covenants.

           (a)  Borrower Representative shall notify Lender promptly of:  (i)
 any material delay in  Borrower's performance of any  of its obligations  to
 any account  debtor  or  the assertion  of  any  material  claims,  offsets,
 defenses or counterclaims by  any account debtor,  or any material  disputes
 with account debtors, or any  settlement, adjustment or compromise  thereof,
 (ii) all material adverse information relating to the financial condition of
 any material account debtor  and (iii) any event  or circumstance which,  to
 Borrower's Knowledge  would  cause  Lender to  consider  any  then  existing
 Accounts as no longer constituting Eligible  Accounts.  No material  credit,
 discount, allowance or extension or agreement for any of the foregoing shall
 be granted to  any account debtor  without Lender's consent,  except in  the
 ordinary course  of Borrower's  business in  accordance with  practices  and
 policies previously disclosed in writing to Lender.  So long as no Event  of
 Default exists or  has occurred and  is continuing,  Borrower shall  settle,
 adjust or compromise  any claim, offset,  counterclaim or  dispute with  any
 account debtor.  At any time that an Event of Default exists or has occurred
 and is continuing, Lender shall, at its option with notice to Borrower, have
 the exclusive  right to  settle, adjust  or  compromise any  claim,  offset,
 counterclaim or dispute with account debtors or grant any credits, discounts
 or allowances.

           (b)  Without limiting the obligation of Borrower Representative to
 deliver any other information to Lender,  Borrower shall promptly report  to
 Lender any return of Inventory by any one account debtor if the Inventory so
 returned in such case has a value in excess  of $100,000.  At any time  that
 Inventory is returned,  reclaimed or  repossessed, the  Account (or  portion
 thereof)  which  arose  from  the  sale  of  such  returned,  reclaimed   or
 repossessed Inventory shall not be deemed an Eligible Account.  In the event
 any account debtor returns Inventory when an Event of Default exists or  has
 occurred and  is continuing,  Borrower Representative  shall, upon  Lender's
 request, (i) hold the returned Inventory in trust for Lender, (ii) segregate
 all returned Inventory from all of its other property, (iii) dispose of  the
 returned Inventory solely according to  Lender's instructions, and (iv)  not
 issue any  credits, discounts  or allowances  with respect  thereto  without
 Lender's prior written consent.

           (c)  With respect to each  Account: (i) the  amounts shown on  any
 invoice delivered to Lender or schedule thereof delivered to Lender shall be
 true and complete, (ii)  no payments shall be  made thereon except  payments
 promptly delivered to Lender pursuant to the terms of this Agreement,  (iii)
 no credit, discount,  allowance or  extension or  agreement for  any of  the
 foregoing shall  be granted  to any  account debtor  except as  reported  to
 Lender in accordance with this Agreement and except for credits,  discounts,
 allowances or extensions made or given in the ordinary course of  Borrower's
 business in accordance with practices  and policies previously disclosed  to
 Lender, (iv)  there  shall be  no  setoffs, deductions,  contras,  defenses,
 counterclaims or disputes existing or  asserted with respect thereto  except
 as reported to Lender  in accordance with the  terms of this Agreement,  and
 (v) none of the transactions giving rise thereto will violate any applicable
 State or Federal  laws or  regulations, all  documentation relating  thereto
 will be legally  sufficient under  such laws  and regulations  and all  such
 documentation will be legally enforceable in accordance with its terms.

           (d)  Lender shall have the right at any time or times, in Lender's
 name or in the name of a nominee  of Lender, to verify the validity,  amount
 or any other matter  relating to any Account  or other Collateral, by  mail,
 telephone, facsimile transmission or otherwise.

           (e)  Borrower  Representative  shall  deliver   or  cause  to   be
 delivered to Lender, with appropriate endorsement and assignment, with  full
 recourse to Borrower, all chattel paper  and instruments which Borrower  now
 owns or may at any time acquire immediately upon Borrower's receipt thereof,
 except as Lender may otherwise agree.

           (f)  Lender may, at  any time or  times that an  Event of  Default
 exists or has  occurred and  is continuing, (i)  notify any  or all  account
 debtors that the Accounts have been assigned to Lender and that Lender has a
 security interest therein and Lender may direct any or all accounts  debtors
 to make  payment  of  Accounts  directly to  Lender,  (ii)  with  notice  to
 Borrower, extend the time  of payment of, compromise,  settle or adjust  for
 cash, credit, return  of merchandise  or otherwise,  and upon  any terms  or
 conditions, any  and  all Accounts  or  other obligations  included  in  the
 Collateral and thereby discharge or release the account debtor or any  other
 party or parties  in any  way liable for  payment thereof  without any  such
 discharge, release or other action being  deemed to have reduced any of  the
 Obligations (but any amounts  received pursuant thereto  shall be deemed  to
 have reduced the  Obligations when applied  thereto in  accordance with  the
 terms hereof), (iii) demand, collect or  enforce payment of any Accounts  or
 such other obligations, but without any duty to do so, and Lender shall  not
 be liable for its failure to collect or enforce the payment thereof nor  for
 the negligence  (except  for  gross  negligence  or  willful  misconduct  as
 determined  by  a  final  non-appealable  order  of  a  court  of  competent
 jurisdiction) of its agents or attorneys with respect thereto and (iv)  take
 whatever other  action  Lender  may deem  necessary  or  desirable  for  the
 protection of its interests.  At any time that an Event of Default exists or
 has occurred  and  is continuing,  at  Lender's request,  all  invoices  and
 statements sent to any account debtor shall state that the Accounts and such
 other obligations have been assigned to Lender and are payable directly  and
 only to  Lender and  Borrower  shall deliver  to  Lender such  originals  of
 documents evidencing the sale  and delivery of goods  or the performance  of
 services giving rise to any Accounts as Lender may require.

      7.3  Government Receivables  Covenants.   Upon  Lender's  request  with
 respect to each order or sale that creates a new Government Receivable in an
 amount greater  than  or  equal to  $1,000  (or  such other  amount  as  may
 hereafter be required under the Federal Assignment of Claims Act of 1940, as
 amended, or  the  regulations  promulgated  thereunder  in  order  for  such
 Government  Receivable  to   be  assignable   thereunder),  Borrower   shall
 (i) comply with the Federal  Assignment of Claims Act  of 1940, as  amended,
 (ii) send proper notices of the assignment to Lender of the proceeds of such
 Government Receivable to the appropriate contracting and disbursing officers
 in accordance with such Act, (iii) make such diligent efforts as the  Lender
 may request to obtain  proper acknowledgments of each  such notice and  (iv)
 promptly provide to Lender fully executed originals of each such notice  and
 the acknowledgments  relating  thereto  within five  (5)  Business  Days  of
 receipt of such acknowledgments.

      7.4  Inventory Covenants.  With respect to the Inventory: (a)  Borrower
 shall at all  times maintain  inventory records  reasonably satisfactory  to
 Lender, keeping correct  and accurate records  itemizing and describing  the
 kind, type, quality and quantity of Inventory, Borrower's cost therefor  and
 daily withdrawals  therefrom  and  additions  thereto;  (b)  Borrower  shall
 conduct a physical count of  the Inventory at least  once each year, but  at
 any time  or times  as Lender  may request  after an  Event of  Default  has
 occurred and is continuing, and  promptly following such physical  inventory
 shall supply Lender with a report in  the form and with such specificity  as
 may be reasonably satisfactory to Lender concerning such physical count; (c)
 Borrower shall not  remove any  Inventory from  the locations  set forth  or
 permitted herein, without thirty  (30) days prior  written notice to  Lender
 (such notice to  include a  description of  the Inventory  being moved,  the
 location to which it is being moved and the date of such relocation), except
 for sales of  Inventory in the  ordinary course of  Borrower's business  and
 except to move Inventory directly from  one location set forth or  permitted
 herein to another such location; (d)  Borrower Representative shall, at  its
 expense, deliver or cause to be delivered to Lender on an annual basis,  but
 at any time or  times as Lender may  request after an  Event of Default  has
 occurred and  is  continuing,  written  reports  or  appraisals  as  to  the
 Inventory in form, scope and methodology reasonably acceptable to Lender and
 by an appraiser reasonably acceptable to Lender, addressed to Lender or upon
 which Lender  is  expressly permitted  to  rely; (e)  without  limiting  the
 foregoing clause (d), Borrower Representative shall, at its expense, deliver
 or cause  to  be delivered  to  Lender on  a  semi-annual basis,  a  desktop
 appraisal as to  the Inventory   in form, scope  and methodology  reasonably
 acceptable to Lender and  by an appraiser  reasonably acceptable to  Lender,
 addressed to Lender or upon which Lender is expressly permitted to rely; (f)
 Borrower shall  produce, use,  store and  maintain  the Inventory  with  all
 reasonable care and caution and in  accordance with applicable standards  of
 any  insurance  and  in  conformity  with  applicable  laws  (including  the
 requirements of the Federal Fair Labor Standards Act of 1938, as amended and
 all rules, regulations and orders related thereto); (g) Borrower assumes all
 responsibility and liability  arising from  or relating  to the  production,
 use, sale or other disposition of the Inventory; (h) Borrower shall not sell
 Inventory to any customer on approval, or any other basis which entitles the
 customer to return  or may obligate  Borrower to  repurchase such  Inventory
 other than for warranties in the  ordinary course of business; (i)  Borrower
 shall keep the Inventory in good and marketable condition; and (j)  Borrower
 shall not, without  prior written notice  to Lender, acquire  or accept  any
 Inventory on consignment or approval.

      7.5  Equipment Covenants.  With respect to the Equipment: (a)  Borrower
 Representative shall, at  its expense, at  any time or  times as Lender  may
 request after an Event of Default has occurred and is continuing, deliver or
 cause to be  delivered to  Lender written reports  or appraisals  as to  the
 Equipment in form, scope and methodology reasonably acceptable to Lender and
 by an appraiser acceptable to Lender; (b) Borrower shall keep the  Equipment
 repaired and in running condition; (c) Borrower shall use the Equipment with
 care and caution in all material respects and in accordance in all  material
 respects with applicable standards of any insurance and in conformity in all
 material respects with all  applicable material laws;  (d) the Equipment  is
 and shall  be used  in Borrower's  business and  not for  personal,  family,
 household or farming use; (e) Borrower shall  not remove any Equipment  from
 the locations set forth or permitted herein, except to the extent  necessary
 to have any Equipment repaired or  maintained in the ordinary course of  the
 business of Borrower  or to move  Equipment directly from  one location  set
 forth or  permitted herein  to  another such  location  and except  for  the
 movement of motor vehicles  used by or  for the benefit  of Borrower in  the
 ordinary course  of business;  (f) the  Equipment is  now and  shall  remain
 personal property and Borrower shall not  permit any of the Equipment to  be
 or become a part of  or affixed to real  property (unless Lender shall  have
 received a satisfactory agreement from the owner of such property  including
 an acknowledgement that such Equipment shall remain personal property);  and
 (g) Borrower assumes all responsibility and  liability arising from the  use
 of the Equipment.

      7.6  Power of Attorney.   Borrower and  Borrower Representative  hereby
 irrevocably designates and  appoints Lender (and  all persons designated  by
 Lender)  as  Borrower's  and  Borrowers  Representative's  true  and  lawful
 attorney-in-fact,   and   authorizes   Lender,   in   Borrower's,   Borrower
 Representative's or Lender's name, to:  (a) at any time an Event of  Default
 or event which with notice  or passage of time  or both would constitute  an
 Event of Default exists or has occurred and is continuing (i) demand payment
 on Accounts or other proceeds of Inventory or other Collateral, (ii) enforce
 payment of Accounts by legal proceedings or otherwise, (iii) exercise all of
 Borrower's rights and remedies to collect  any Account or other  Collateral,
 (iv) sell or assign any Account upon such terms, for such amount and at such
 time or times as the Lender deems advisable, (v) settle, adjust, compromise,
 extend or renew an  Account, (vi) discharge and  release any Account,  (vii)
 prepare, file and sign Borrower's name  on any proof of claim in  bankruptcy
 or other similar document against an account debtor, (viii) notify the  post
 office authorities to change the address for delivery of Borrower's mail  to
 an address designated by  Lender, and open mail  addressed to Borrower,  and
 (ix) do all  acts and  things which  are necessary,  in Lender's  reasonable
 credit judgment,  to  fulfill Borrower's  and/or  Borrower  Representative's
 obligations under this Agreement and the other Financing Agreements and  (b)
 at any time  to (i) take  control in any  manner of any  item of payment  or
 proceeds of Collateral, (ii) have access to  any lockbox or postal box  into
 which Borrower's mail is deposited,  (iii) endorse Borrower's name upon  any
 items of  payment or  proceeds of  Collateral and  deposit the  same in  the
 Lender's account for application to the Obligations, (iv) endorse Borrower's
 name upon  any  chattel paper,  document,  instrument, invoice,  or  similar
 document or  agreement  relating to  any  Account or  any  goods  pertaining
 thereto  or  any  other  Collateral,  (v)   sign  Borrower's  name  on   any
 verification of Accounts  and notices thereof  to account  debtors and  (vi)
 execute in  Borrower's  name  and  file  any  UCC  financing  statements  or
 amendments thereto consistent with  the terms of  this Agreement.   BORROWER
 AND  BORROWER  REPRESENTATIVE  HEREBY  RELEASE  LENDER  AND  ITS   OFFICERS,
 EMPLOYEES AND DESIGNEES FROM  ANY LIABILITIES ARISING FROM  ANY ACT OR  ACTS
 UNDER THIS POWER OF ATTORNEY AND IN FURTHERANCE THEREOF, WHETHER OF OMISSION
 OR COMMISSION,  INCLUDING  ANY OF  THE  FOREGOING  ARISING AS  A  RESULT  OF
 LENDER'S OR ITS OFFICERS', EMPLOYEES' OR DESIGNEES' ORDINARY OR CONTRIBUTORY
 NEGLIGENCE, BUT EXCLUDING THAT  ARISING SOLELY AND DIRECTLY  AS A RESULT  OF
 LENDER'S OR  ITS OFFICERS',  EMPLOYEES' OR  DESIGNEES' GROSS  NEGLIGENCE  OR
 WILLFUL MISCONDUCT AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE ORDER OF
 A COURT OF COMPETENT JURISDICTION.

      7.7  Right to Cure.   Lender  may, at  its option,  with prior  written
 notice to Borrower (unless  an Event of Default  shall have occurred and  be
 continuing or would result if Lender did not take such action, in which case
 Lender shall give such notice upon taking such action) (a) cure any  default
 by Borrower under any material agreement with  a third party or pay or  bond
 on appeal any judgment entered against Borrower, if an Event of Default  has
 occurred and is continuing or would otherwise arise from such default or  if
 such default results in the impairment of the ability of Borrower to perform
 its obligations under this Agreement or  any of the Financing Agreements  to
 which it is a party or  the ability of Lender to  enforce or collect any  of
 the Obligations, (b)  discharge taxes,  liens, security  interests or  other
 encumbrances at  any  time  levied  on  or  existing  with  respect  to  the
 Collateral not otherwise permitted by this Agreement and (c) pay any amount,
 incur any expense or  perform any act which,  in Lender's reasonable  credit
 judgment, is  necessary  or  appropriate to  preserve,  protect,  insure  or
 maintain the  Collateral and  the rights  of  Lender with  respect  thereto.
 Lender may  add  any amounts  so  expended  to the  Obligations  and  charge
 Borrower's account therefor,  such amounts to  be repayable  by Borrower  on
 demand.  Lender shall be under no obligation to effect such cure, payment or
 bonding and shall not, by doing so, be deemed to have assumed any obligation
 or liability of Borrower.  Any payment made or other action taken by  Lender
 under this Section  shall be  without prejudice to  any right  to assert  an
 Event of Default hereunder and to proceed accordingly.

      7.8  Access to Premises.  From time to time as requested by Lender,  at
 the cost and  expense of  Borrower, (a) Lender  or its  designee shall  have
 complete access to all of Borrower's  premises during normal business  hours
 and after notice  to Borrower  Representative, or  at any  time and  without
 notice to Borrower or Borrower Representative if an Event of Default  exists
 or has occurred and is continuing, for the purposes of inspecting, verifying
 and auditing  the  Collateral  and all  of  Borrower's  books  and  records,
 including the  Records,  and  (b)  Borrower  Representative  shall  promptly
 furnish to Lender such  copies of such books  and records or extracts  ther-
 efrom as Lender may request, and  (c) use during normal business hours  such
 of  Borrower's  personnel,  equipment,  supplies  and  premises  as  may  be
 reasonably necessary for the foregoing and if an Event of Default exists  or
 has  occurred  and  is  continuing  for  the  collection  of  Accounts   and
 realization of other  Collateral, provided, however,  that if disclosure  of
 any of  the  information  located  at  Borrower's  premises  would,  in  the
 reasonable judgment of outside counsel to Borrower (as expressed in a  legal
 opinion delivered to Lender), result in  a waiver of the attorney-client  or
 work product privilege that would otherwise apply to such information,  then
 Borrower shall not be required to disclose such information pursuant to this
 Section 7.8.


 SECTION 8.     REPRESENTATIONS AND WARRANTIES

      Borrower hereby represents and warrants to Lender the following  (which
 shall survive the execution and delivery  of this Agreement), the truth  and
 accuracy of which  are a  continuing condition of  the making  of Loans  and
 providing Letter of Credit Accommodations by Lender to Borrower:

      8.1  Corporate Existence, Power and Authority; Subsidiaries.   Borrower
 is a corporation duly organized and in  good standing under the laws of  its
 state of incorporation and is duly qualified as a foreign corporation and in
 good standing in  all states  or other  jurisdictions where  the nature  and
 extent of the  business transacted by  it or the  ownership of assets  makes
 such qualification necessary,  except for those  jurisdictions in which  the
 failure to so qualify would not have a material adverse effect on Borrower's
 financial condition,  results of  operation or  business  or the  rights  of
 Lender in  or  to  any of  the  Collateral.   The  execution,  delivery  and
 performance of  this  Agreement, the  other  Financing Agreements  to  which
 Borrower  is  a  party  and  the  transactions  contemplated  hereunder  and
 thereunder are  all  within  Borrower's corporate  powers,  have  been  duly
 authorized and are not  in contravention of law  or the terms of  Borrower's
 certificate   of   incorporation,    by-laws,   or   other    organizational
 documentation, or any material indenture, agreement or undertaking to  which
 Borrower is  a  party  or by  which  Borrower  or its  property  are  bound.
 Assuming the due execution  and delivery by Lender,  this Agreement and  the
 other Financing Agreements to which Borrower  is a party, when executed  and
 delivered, constitute  legal,  valid  and binding  obligations  of  Borrower
 enforceable in accordance with  their respective terms.   Borrower does  not
 have any subsidiaries except as set forth on the Information Certificate.

      8.2  Financial Statements; No  Material Adverse Effect   All  financial
 statements relating  to SSG  and its  subsidiaries which  have been  or  may
 hereafter  be  delivered  by  Borrower  to  Lender  have  been  prepared  in
 accordance with GAAP  (except for unaudited  financial statements which  may
 not contain footnotes and are subject to year-end audit) and fairly present,
 in all  material  respects,  the financial  condition  and  the  results  of
 operation of Borrower as at the dates and for the periods set forth therein.
 Except as  disclosed  in  any  interim  financial  statements  furnished  by
 Borrower to Lender prior to  the date of this  Agreement, there has been  no
 change which  would result  in a  material increase  in the  liabilities  of
 Borrower or otherwise have a Material  Adverse Effect since the date of  the
 most recent audited  financial statements  furnished by  Borrower to  Lender
 prior to the date of this Agreement.

      8.3  Chief Executive Office; Collateral Locations.  The chief executive
 office of Borrower  and Borrower's Records  concerning Accounts are  located
 only at the address set  forth below and its  only other places of  business
 and the only other  locations of Collateral, if  any, are the addresses  set
 forth in the Information  Certificate, subject to the  right of Borrower  to
 establish  new  locations  in  accordance  with  Section  9.2  below.    The
 Information Certificate correctly identifies any of such locations which are
 not owned by Borrower  and sets forth the  owners and/or operators  thereof.
 No Collateral is located  in any jurisdiction  other than the  jurisdictions
 identified on Schedule 8.3, and  Borrower does not  conduct business in  any
 jurisdiction identified on Schedule 8.3 hereto under any name other than the
 names set forth for such jurisdiction on Schedule 8.3.

      8.4  Priority of Liens;  Title to Properties.   The security  interests
 and liens granted  to Lender under  this Agreement and  the other  Financing
 Agreements constitute valid and perfected first priority liens and  security
 interests in and upon the Collateral subject only to the liens indicated  on
 Schedule 8.4 hereto and the other liens permitted under Section 9.8  hereof.
 Borrower has good and marketable title  to all of its properties and  assets
 subject to no liens, mortgages, pledges, security interests, encumbrances or
 charges of any kind, except those granted  to Lender and such others as  are
 specifically listed on Schedule  8.4 hereto or  permitted under Section  9.8
 hereof.

      8.5  Tax Returns.   Borrower has  filed, or caused  to be  filed, in  a
 timely manner (after giving effect to any properly requested extensions) all
 tax returns, reports and declarations which are required to be filed by  it.
 All information in such  tax returns, reports  and declarations is  complete
 and accurate in all material  respects.  Borrower has  paid or caused to  be
 paid all taxes due and payable or claimed due and payable in any  assessment
 received by it, except  taxes the validity of  which are being contested  in
 good faith by  appropriate proceedings diligently  pursued and available  to
 Borrower and with respect to which adequate reserves have been set aside  on
 its books.  Adequate provision has been made for the payment of all  accrued
 and unpaid Federal, State, county, local, foreign and other taxes whether or
 not yet due and payable and whether or not disputed.

      8.6  Litigation.  Except as set  forth on the Information  Certificate,
 there is no present investigation by any governmental agency pending, or  to
 Borrower's Knowledge threatened, against  or affecting Borrower, its  assets
 or business and there is no action, suit, proceeding or claim by any  Person
 pending, or to the Borrower's Knowledge threatened, against Borrower or  its
 assets or goodwill, or against or affecting any transactions contemplated by
 this Agreement,  which,  in either  case,  if adversely  determined  against
 Borrower would impair  the ability of  Borrower to  perform its  obligations
 hereunder or under any of  the other Financing Agreements  to which it is  a
 party or of Lender to enforce any Obligations or realize upon any Collateral
 or otherwise have a Material Adverse Effect.

      8.7  Compliance with Other Agreements and Applicable Laws.  Borrower is
 not in default under, or in violation of any of the terms of, any agreement,
 contract, instrument, lease or other commitment to which it is a party or by
 which it or any of its assets are  bound and Borrower is in compliance  with
 all applicable provisions  of laws, rules,  regulations, licenses,  permits,
 approvals and orders of  any foreign, Federal,  State or local  governmental
 authority, except as described  on Schedule 8.7 hereto  and except for  such
 other defaults, violations  or instances  of noncompliance  which would  not
 impair the  ability  of  Borrower to  perform  its  obligations  under  this
 Agreement or any of the Financing Agreements to which it is a party or would
 not otherwise have a Material Adverse Effect.

      8.8  Employee Benefits.

           (a)  Borrower has  not engaged  in any  transaction in  connection
 with which  Borrower or  any of  its ERISA  Affiliates could  be subject  to
 either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax
 imposed by  Section 4975  of the  Code,  including any  accumulated  funding
 deficiency described  in  Section  8.8(c) hereof  and  any  deficiency  with
 respect to vested accrued benefits described in Section 8.8(d) hereof.

           (b)  No liability to the Pension Benefit Guaranty Corporation  has
 been or is expected by Borrower to be incurred with respect to any  employee
 benefit plan of Borrower or any of its ERISA Affiliates.  There has been  no
 reportable event (within  the meaning of  Section 4043(b) of  ERISA) or  any
 other event or condition with respect  to any employee pension benefit  plan
 of Borrower  or  any  of its  ERISA  Affiliates  which presents  a  risk  of
 termination of any such plan by the Pension Benefit Guaranty Corporation.

           (c)  Full payment has been made of  all amounts which Borrower  or
 any of  its ERISA  Affiliates is  required under  Section 302  of ERISA  and
 Section 412  of the  Code to  have paid  under the  terms of  each  employee
 benefit plan as contributions to such  plan as of the  last day of the  most
 recent fiscal year  of such  plan ended  prior to  the date  hereof, and  no
 accumulated funding  deficiency (as  defined in  Section  302 of  ERISA  and
 Section 412 of the Code), whether or not waived, exists with respect to  any
 employee benefit plan,  including any penalty  or tax  described in  Section
 8.8(a) hereof and  any deficiency with  respect to  vested accrued  benefits
 described in Section 8.8(d) hereof.

           (d)  The current value  of all vested  accrued benefits under  all
 employee benefit plans maintained by Borrower  that are subject to Title  IV
 of ERISA does  not exceed  the current  value of  the assets  of such  plans
 allocable to  such vested  accrued benefits,  including any  penalty or  tax
 described in Section  8.8(a) hereof and  any accumulated funding  deficiency
 described in Section 8.8(c) hereof.  The terms "current value" and  "accrued
 benefit" have the meanings specified in ERISA.

           (e)  Neither Borrower nor any  of its ERISA  Affiliates is or  has
 ever been obligated to contribute to any "multiemployer plan" (as such  term
 is defined in Section 4001(a)(3)  of ERISA) that is  subject to Title IV  of
 ERISA.

      8.9  Environmental Compliance.

           (a)  Except as set forth on Schedule 8.9 hereto, Borrower has  not
 generated,  used,  stored,  treated,  transported,  manufactured,   handled,
 produced or disposed  of any  Hazardous Materials,  on or  off its  premises
 (whether or not owned by it)  in any manner which  at any time violates  any
 applicable Environmental Law or  any license, permit, certificate,  approval
 or similar authorization thereunder, and  the operations of Borrower  comply
 in all  material respects  with all  Environmental  Laws and  all  licenses,
 permits, certificates,  approvals  and  similar  authorizations  thereunder,
 except, in each  of the foregoing,  to the extent  that the  result of  such
 violation or  non-compliance could  not reasonably  be  expected to  have  a
 materially adverse affect on Borrower's  ability to perform its  obligations
 under this Agreement or the other Financing Agreements.

           (b)  Except as set forth on Schedule 8.9 hereto, there has been no
 investigation, proceeding, complaint, order,  directive, claim, citation  or
 notice by any governmental authority or any other Person nor is any  pending
 or  to   Borrower's  Knowledge   threatened,  with   respect  to   (i)   any
 non-compliance with, or violation of  the requirements of any  Environmental
 Law by, Borrower  or (ii)  to Borrower's  Knowledge, the  release, spill  or
 discharge,  threatened  or  actual,  of   any  Hazardous  Material  or   the
 generation, use, storage, treatment, transportation, manufacture,  handling,
 production  or   disposal  of   any  Hazardous   Materials  or   any   other
 environmental, health  or  safety  matter, which  affects  Borrower  or  its
 business, operations  or assets  or any  properties  at which  Borrower  has
 transported, stored  or  disposed of  any  Hazardous Materials,  except,  in
 either  case,  to  the  extent  that  the  result  of  such  non-compliance,
 violation, or action could not reasonably  be expected to have a  materially
 adverse effect on Borrower's ability to  perform its obligations under  this
 Agreement or the other Financing Agreements.

           (c)  Borrower has no material liability (contingent or  otherwise)
 in connection with a release, spill  or discharge, threatened or actual,  of
 any  Hazardous  Materials  or  the  generation,  use,  storage,   treatment,
 transportation,  manufacture,  handling,  production  or  disposal  of   any
 Hazardous Materials.

           (d)  Borrower has all  licenses, permits, certificates,  approvals
 or similar authorizations  required to be  obtained or  filed in  connection
 with the operations of Borrower under any Environmental Law and all of  such
 licenses, permits,  certificates, approvals  or similar  authorizations  are
 valid and in full force and effect, except to the extent that the failure to
 obtain or  maintain  such  licenses, permits,  certificates,  approvals,  or
 similar authorizations could not reasonably be expected to have a materially
 adverse effect on Borrower's ability to  perform its obligations under  this
 Agreement or the other Financing Agreements.

      8.10      Bank Accounts.    All  of the  deposit  accounts,  investment
 accounts or other accounts in the name of or used by Borrower maintained  at
 any bank  or other  financial institution  are set  forth on  Schedule  8.10
 hereto, subject  to the  right  of Borrower  to  establish new  accounts  in
 accordance with Section 9.13 below.

      8.11     Accuracy  and  Completeness  of  Information  All  information
 furnished by or  on behalf of  Borrower in writing  to Lender in  connection
 with this  Agreement  or  any  of the  other  Financing  Agreements  or  any
 transaction contemplated hereby or thereby, including all information on the
 Information Certificate is true and correct in all material respects on  the
 date as of which such  information is dated or  certified and does not  omit
 any  material  fact  necessary  in  order  to  make  such  information   not
 misleading.  No event  or circumstance has occurred  which has had or  could
 reasonably be expected to have a Material Adverse Effect, which has not been
 fully and accurately disclosed to Lender in writing.

      8.12   Survival of  Warranties; Cumulative.   All  representations  and
 warranties contained  in  this  Agreement or  any  of  the  other  Financing
 Agreements shall survive the  execution and delivery  of this Agreement  and
 shall be  deemed to  have been  made again  to Lender  on the  date of  each
 additional borrowing  or other  credit accommodation  hereunder (except  for
 representations and warranties  given as of  a specific date)  and shall  be
 conclusively presumed to  have been relied  on by Lender  regardless of  any
 investigation made or information possessed by Lender.  The  representations
 and warranties set forth herein shall  be cumulative and in addition to  any
 other representations or  warranties which Borrower  shall now or  hereafter
 give, or cause to be given, to Lender.

      8.13 Subsidiaries Stock. Except as set  forth on Schedule 8.13  hereto,
 all of the issued and outstanding shares of capital stock of each subsidiary
 of SSG are directly and beneficially owned  by SSG and all such shares  have
 been duly authorized and are fully paid and nonassessable, free and clear of
 all claims, liens, pledges and encumbrances of any kind other than liens and
 encumbrances in favor of Lender.


 SECTION 9.     AFFIRMATIVE AND NEGATIVE COVENANTS

      9.1  Maintenance of Existence.  Borrower  shall at all times  preserve,
 renew and keep in full, force and effect its corporate existence and  rights
 and franchises with respect  thereto and maintain in  full force and  effect
 all permits,  licenses, trademarks,  tradenames, approvals,  authorizations,
 leases and contracts  necessary to  carry on  the business  as presently  or
 proposed to be conducted. Borrower Representative shall give Lender no  less
 than thirty  (30)  days prior  written  notice  of any  proposed  change  in
 Borrower's corporate name,  which notice shall  set forth the  new name  and
 Borrower Representative shall deliver to Lender  a copy of the amendment  to
 the Certificate of Incorporation of Borrower  providing for the name  change
 certified by the Secretary of State of the jurisdiction of incorporation  of
 Borrower as soon as it is available.

      9.2  New Collateral  Locations.   Borrower may  open any  new  location
 within the continental  United States  provided (a) Borrower  Representative
 gives Lender  no less  than thirty  (30) days  prior written  notice of  the
 intended opening of  any such  new location  and (b)  Borrower executes  and
 delivers, or causes to be executed and delivered, to Lender such agreements,
 documents, and  instruments  as  Lender may  deem  reasonably  necessary  or
 desirable to  protect its  interests in  the  Collateral at  such  location,
 including UCC financing statements.

      9.3  Compliance with Laws,  Regulations, Etc.   Borrower shall, at  all
 times, comply  in  all material  respects  with all  material  laws,  rules,
 regulations, licenses, permits, approvals and  orders of any Federal,  State
 or local governmental authority applicable to it.

      9.4  Payment of  Taxes  and  Claims.    Borrower  shall  duly  pay  and
 discharge all  taxes, assessments,  contributions and  governmental  charges
 upon or  against  it or  its  properties or  assets,  except for  taxes  the
 validity  of  which  are  being  contested  in  good  faith  by  appropriate
 proceedings diligently pursued and available to Borrower and with respect to
 which adequate reserves have been set aside on its books.  Borrower shall be
 liable for  any tax  or penalties  imposed  on Lender  as  a result  of  the
 financing arrangements provided for herein and Borrower agrees to  indemnify
 and hold Lender  harmless with  respect to the  foregoing, and  to repay  to
 Lender on demand the amount thereof, and until paid by Borrower such  amount
 shall be  added  and deemed  part  of  the Loans,  provided,  that,  nothing
 contained herein shall be construed to require Borrower to pay any income or
 franchise taxes  attributable  to the  income  of Lender  from  any  amounts
 charged or paid hereunder to Lender.  The foregoing indemnity shall  survive
 the payment of the  Obligations and the termination  or non-renewal of  this
 Agreement.

      9.5  Insurance.    Borrower   shall,  at  all   times,  maintain   with
 financially sound  and  reputable insurers  insurance  with respect  to  the
 Collateral against loss or damage and  all other insurance of the kinds  and
 in the amounts  customarily insured against  or carried  by corporations  of
 established reputation  engaged  in  the  same  or  similar  businesses  and
 similarly  situated.    Said  policies  of  insurance  shall  be  reasonably
 satisfactory  to  Lender   as  to   form,  amount   and  insurer.   Borrower
 Representative shall  furnish  certificates,  policies  or  endorsements  to
 Lender as Lender shall require as proof of such insurance, and, if  Borrower
 Representative fails to do  so, Lender is authorized,  but not required,  to
 obtain such  insurance at  the  expense of  Borrower.   All  policies  shall
 provide for at least thirty (30) days prior written notice to Lender of  any
 cancellation or reduction of  coverage and that Lender  may act as  attorney
 for Borrower in obtaining, and at any time an Event of Default exists or has
 occurred and is continuing, adjusting, settling, amending and canceling such
 insurance.  Borrower shall cause Lender to be  named as a loss payee and  an
 additional insured (but without any liability  for any premiums) under  such
 insurance policies and Borrower shall obtain non-contributory lender's  loss
 payable endorsements  to  all  insurance  policies  in  form  and  substance
 satisfactory to  Lender.   Such  lender's  loss payable  endorsements  shall
 specify that the proceeds  of such insurance shall  be payable to Lender  as
 its interests  may appear  and further  specify that  Lender shall  be  paid
 regardless of any  act or  omission by Borrower  or any  of its  affiliates.
 Lender shall apply any insurance proceeds received by Lender at any time  to
 payment of the Obligations.

      9.6  Financial Statements and Other Information.

           (a)  Borrower shall keep  proper books and  records in which  true
 and complete entries shall be made of all dealings or transactions of or  in
 relation to the Collateral and the business of Borrower and its subsidiaries
 (if any) in accordance with GAAP (except for unaudited financial  statements
 which may  not contain  footnotes and  are subject  to year-end  audit)  and
 Borrower Representative shall furnish  or cause to  be furnished to  Lender:
 (i) within forty-five (45) days after the end of each fiscal month,  monthly
 unaudited consolidated and consolidating financial statements of SSG and its
 subsidiaries (including in each case balance sheets and statements of income
 and loss),  all in  reasonable detail,  fairly  presenting in  all  material
 respects the financial position and the results of the operations of SSG and
 its subsidiaries as of  the end of  and through such  fiscal month and  (ii)
 within ninety  (90)  days  after  the  end  of  each  fiscal  year,  audited
 consolidated statements of SSG and its subsidiaries (including in each  case
 balance sheets, statements of income and  loss, statements of cash flow  and
 statements of shareholders' equity), and the accompanying notes thereto, all
 in reasonable  detail,  fairly presenting  the  financial position  and  the
 results of the operations of SSG and its  subsidiaries as of the end of  and
 for  such  fiscal  year,  together  with  the  unqualified  (except  for   a
 qualification  for  a  change  in  accounting  principles  with  which   the
 accountants concur) opinion of its independent certified public accountants,
 which accountants shall be  an independent accounting  firm selected by  SSG
 and reasonably acceptable  to Lender,  that such  financial statements  have
 been prepared in accordance  with GAAP, and present  fairly in all  material
 respects the results of  operations and financial condition  of SSG and  its
 subsidiaries as of the end of and for the fiscal year then ended.

           (b)  Borrower  Representative  shall  promptly  notify  Lender  in
 writing of  the details  of (i)  any material  loss, damage,  investigation,
 action, suit, proceeding or  claim relating to the  Collateral or any  other
 property which  is  security for  the  Obligations  or which  would  have  a
 Material Adverse Effect  (ii) the receipt  of any official  notice that  its
 property taxes for property  located in the state  of Texas are payable  and
 (iii) the  occurrence of  any Event  of  Default or  event which,  with  the
 passage of time or giving  of notice or both,  would constitute an Event  of
 Default.

           (c)  Borrower Representative shall promptly  after the sending  or
 filing thereof furnish  or cause  to be furnished  to Lender  copies of  all
 reports which Borrower sends to its stockholders generally and copies of all
 material reports and registration statements  which Borrower files with  the
 Securities and Exchange Commission, any national securities exchange or  the
 National Association of Securities Dealers, Inc.

           (d)  Subject  to  Section 12.5,   Borrower  Representative   shall
 furnish or  cause  to  be  furnished  to  Lender  such  budgets,  forecasts,
 projections and other information respecting the Collateral and the business
 of Borrower, as Lender may, from  time to time, reasonably request.  Subject
 to Section 12.5,  Lender is  hereby  authorized to  deliver  a copy  of  any
 financial statement or  any other information  relating to  the business  of
 Borrower to any court  or other government agency  or to any participant  or
 assignee  or  prospective   participant  or  assignee.     Borrower   hereby
 irrevocably authorizes and directs all accountants or auditors to deliver to
 Lender, at  Borrower's  expense,  copies  of  the  financial  statements  of
 Borrower and any reports or management letters prepared by such  accountants
 or auditors on behalf of Borrower and to disclose to Lender such information
 as they may have  regarding the business of  Borrower.  Notwithstanding  the
 foregoing, if disclosure of any of the information required to be  delivered
 to Lender pursuant to this Section 9.6(d) would, in the reasonable  judgment
 of outside counsel to Borrower (as expressed in a legal opinion to  Lender),
 result in a  waiver of the  attorney-client or work  product privilege  that
 would otherwise apply  to such information,  then neither  Borrower nor  its
 accountants or  auditors  shall be  required  to disclose  such  information
 pursuant to this  Section 9.6(d).    Any documents,  schedules, invoices  or
 other papers delivered to Lender may  be destroyed or otherwise disposed  of
 by Lender one (1)  year after the  same are delivered  to Lender, except  as
 otherwise designated by Borrower Representative to Lender in writing.

           (e)  Simultaneous with  the  delivery  of  the  monthly  financial
 statements  pursuant  to   Section  9.6(a)(i),  Borrower   will  deliver   a
 certificate of an authorized senior  officer identifying all defaults  under
 its real property leases and license agreements.

      9.7  Sale of Assets, Consolidation, Merger, Dissolution, Etc.  Borrower
 shall not, directly  or indirectly, (a)  merge into or  with or  consolidate
 with any other Person or permit  any other Person to  merge into or with  or
 consolidate with it, except (i) a subsidiary of Borrower may merge with  and
 into SSG, if SSG is the surviving corporation, and (ii) with Lender's  prior
 written consent (which shall  not be unreasonably  withheld and which  shall
 not be conditioned upon the payment to  Lender of a consent or similar  fee)
 SSG may  merge  with  and/or  into Emerson,  or  (b)  sell,  assign,  lease,
 transfer, abandon  or otherwise  dispose of  any indebtedness  to any  other
 Person or any of  its assets to any  other Person, except  for (i) sales  of
 Inventory in the ordinary course of business, (ii) the disposition of  worn-
 out or obsolete  Equipment or Equipment  no longer used  in the business  of
 Borrower so long as (A) if an Event of Default exists or has occurred and is
 continuing, any  proceeds are  paid to  Lender  and (B)  such sales  do  not
 involve Equipment  having  an  aggregate fair  market  value  in  excess  of
 $300,000 for all such Equipment disposed  of in any fiscal year of  Borrower
 or (iii) the sale  of Borrower's real property  in Anniston, Alabama for  no
 less than fair market value and on terms no less favorable to Borrower  than
 Borrower  would  reasonably  be  expected  to  obtain  in  an   arm's-length
 transaction for  such  sale, provided  that  Lender receives  prior  written
 notice of  the  terms  of  such  sale and  that  the  proceeds  thereof  are
 immediately and directly applied to payment of the Obligations, or (c)  form
 or acquire any subsidiaries,  or (d) wind up,  liquidate or dissolve or  (e)
 agree to do any of the foregoing.

      9.8  Encumbrances.  Borrower shall not create, incur, assume or  suffer
 to exist  any security  interest, mortgage,  pledge, lien,  charge or  other
 encumbrance of any  nature whatsoever on  any of its  assets or  properties,
 including, the  Collateral, except:   (a)  liens and  security interests  of
 Lender; (b) liens securing the payment  of taxes, either not yet overdue  or
 the validity  of which  are being  contested in  good faith  by  appropriate
 proceedings diligently pursued and available to Borrower and with respect to
 which adequate reserves have been set aside on its books; (c) non-consensual
 statutory liens (other than liens securing the payment of taxes) arising  in
 the ordinary course  of Borrower's business  to the extent:  (i) such  liens
 secure  indebtedness  which  is  not  overdue  or  (ii)  such  liens  secure
 indebtedness relating  to  claims or  liabilities  which are  fully  insured
 (subject to deductible or self-insured retention consistent with  Borrower's
 current business practices) and being defended at the sole cost and  expense
 and at the  sole risk of  the insurer or  being contested in  good faith  by
 appropriate proceedings  diligently pursued  and available  to Borrower,  in
 each case  prior  to  the  commencement  of  foreclosure  or  other  similar
 proceedings and with respect to which adequate reserves have been set  aside
 on its books;  (d) zoning restrictions,  easements, licenses, covenants  and
 other restrictions affecting the use of real property which do not interfere
 in any  material respect  with the  use of  such real  property or  ordinary
 conduct of  the  business of  Borrower  as presently  conducted  thereon  or
 materially impair  the value  of  the real  property  which may  be  subject
 thereto; (e)  purchase  money  security interests  in  Equipment  (including
 capital leases) and purchase  money mortgages on real  estate not to  exceed
 $500,000 in the aggregate at any  time outstanding so long as such  security
 interests and mortgages do not apply to any property of Borrower other  than
 the Equipment  or real  estate so  acquired,  and the  indebtedness  secured
 thereby does  not  exceed  the cost  of  the  Equipment or  real  estate  so
 acquired, as the case may be; and  (f) the security interests and liens  set
 forth on Schedule 8.4 hereto.

      9.9  Indebtedness.  Borrower shall not incur, create, assume, become or
 be liable in any manner with respect to, or permit to exist, any obligations
 or indebtedness, except:   (a) the  Obligations; (b)  trade obligations  and
 normal accruals in the ordinary course of business more than sixty (60) days
 past due, or with respect to which the Borrower is contesting in good  faith
 the amount or validity thereof by appropriate proceedings diligently pursued
 and available to Borrower, and with respect to which adequate reserves  have
 been set  aside on  its books;  (c) purchase  money indebtedness  (including
 capital leases) to the  extent not incurred or  secured by liens  (including
 capital leases) in violation of any  other provision of this Agreement;  (d)
 the indebtedness set forth on Schedule 9.9 hereto and (e) indebtedness  that
 is subordinated to the Obligations in  a manner satisfactory to Lender,  and
 any extensions, renewals or  refinancings (each a  "refinancing") of any  of
 the foregoing on terms and conditions  that are not materially more  onerous
 to Borrower than the terms and  conditions of such indebtedness on the  date
 hereof or, if later,  the date of the  original issuance thereof  (including
 that the principal amount of such  refinancing indebtedness does not  exceed
 the principal amount of, plus the amount of accrued and unpaid interest  on,
 the indebtedness so refinanced); provided, that, (i) Borrower may only  make
 regularly scheduled payments of  principal and interest  in respect of  such
 indebtedness in accordance  with the terms  of the  agreement or  instrument
 evidencing or giving  rise to  such indebtedness as  in effect  on the  date
 hereof or,  if  later, the  date  of  the original  issuance  thereof,  (ii)
 Borrower shall  not, directly  or indirectly,  (A) amend,  modify, alter  or
 change the  terms  of  such  indebtedness  or  any  agreement,  document  or
 instrument related thereto unless  such amendment, modification,  alteration
 or change would not (i) result  in an Event of  Default or otherwise have  a
 Material  Adverse  Effect,  (ii)  cause  the  terms  of  such  indebtedness,
 agreement, document or instrument to be materially more onerous to  Borrower
 than the terms  thereof in  effect on the  date hereof,  or (iii)  otherwise
 adversely effect  the  Collateral  or  any  of  Lender's  rights  under  the
 Financing Agreements, or (B) redeem, retire, defease, purchase or  otherwise
 acquire such indebtedness, or set aside  or otherwise deposit or invest  any
 sums for  such purpose,  and  (iii) Borrower  shall  furnish to  Lender  all
 material notices  or demands  in connection  with such  indebtedness  either
 received by Borrower or on its  behalf, promptly after the receipt  thereof,
 or sent by Borrower or on its behalf, concurrently with the sending thereof,
 as the case may be.

      9.10 Loans, Investments, Guarantees, Etc.  Borrower shall not, directly
 or indirectly, make any loans or advance money or property to any Person, or
 invest in (by capital  contribution, dividend or  otherwise) or purchase  or
 repurchase the stock  or indebtedness or  all or a  substantial part of  the
 assets or  property  of  any  Person,  or  guarantee,  assume,  endorse,  or
 otherwise become responsible for (directly or indirectly) the  indebtedness,
 performance, obligations or dividends  of any Person or  agree to do any  of
 the foregoing, except: (a) the endorsement of instruments for collection  or
 deposit in the ordinary course of business; (b) investments in:  (i)  short-
 term direct obligations  of the  United States  Government, (ii)  negotiable
 certificates of deposit issued by any  bank satisfactory to Lender,  payable
 to the order of the Borrower or to bearer and delivered to Lender, and (iii)
 commercial paper rated A1 or P1; provided, that, as to any of the foregoing,
 unless waived in writing by Lender, Borrower shall take such actions as  are
 deemed necessary by  Lender to perfect  the security interest  of Lender  in
 such investments, (c) loans to employees of Borrower not to exceed  $100,000
 in the aggregate  outstanding at any  time and (d)  the loans, advances  and
 guarantees set  forth on  Schedule 9.10  and  all renewals,  extensions  and
 refinances thereof (subject to the same conditions imposed on "refinancings"
 under Section 9.9) hereto; provided,  that, as to  such loans, advances  and
 guarantees, (i) Borrower  shall  not,  directly or  indirectly,  (A)  amend,
 modify, alter or change the terms  of such loans, advances or guarantees  or
 any agreement, document  or instrument related  thereto, or (B)  as to  such
 guarantees, redeem,  retire,  defease,  purchase or  otherwise  acquire  the
 obligations arising pursuant to such guarantees,  or set aside or  otherwise
 deposit or invest any sums for such purpose, and (ii) Borrower shall furnish
 to Lender all  material notices or  demands in connection  with such  loans,
 advances or  guarantees or  other indebtedness  subject to  such  guarantees
 either received by  Borrower or on  its behalf, promptly  after the  receipt
 thereof, or sent by Borrower or on its behalf, concurrently with the sending
 thereof, as the case may be.

      9.11 Dividends and  Redemptions.    Borrower  shall  not,  directly  or
 indirectly, declare or pay  any cash dividends on  account of any shares  of
 class of capital  stock of  Borrower now  or hereafter  outstanding, or  set
 aside or otherwise deposit or invest  any sums for such purpose, or  redeem,
 retire, defease, purchase or  otherwise acquire any shares  of any class  of
 capital stock (or set aside or otherwise deposit or invest any sums for such
 purpose) for any consideration other than common stock or apply or set apart
 any sum,  or  make  any  other distribution  (by  reduction  of  capital  or
 otherwise) in  respect  of  any such  shares  or  agree to  do  any  of  the
 foregoing.

      9.12 Transactions with  Affiliates.   Borrower shall  not, directly  or
 indirectly, (a) purchase,  acquire  or lease  any  property from,  or  sell,
 transfer or lease  any property to,  any officer, director,  agent or  other
 Person affiliated  with  Borrower, except  in  the ordinary  course  of  and
 pursuant to the reasonable requirements of Borrower's business and upon fair
 and reasonable terms no less favorable  to the Borrower than Borrower  would
 obtain in a comparable arm's length transaction with an unaffiliated  Person
 or (b) make  any  payments  of management,  consulting  or  other  fees  for
 management or similar services, or of any indebtedness owing to any officer,
 employee, shareholder,  director or  other Person  affiliated with  Borrower
 except (i) reasonable compensation to officers, employees and directors  for
 services rendered  to Borrower  in the  ordinary  course of  business,  (ii)
 payments made  to  Emerson,  pursuant to  a  management  services  agreement
 entered into  pursuant to  and in  accordance with  that certain  Securities
 Purchase Agreement between SSG  and Emerson dated as  of November 27,  1996,
 provided that such fees  are for bona fide  management services rendered  to
 Borrower on terms no less favorable  to Borrower than Borrower would  obtain
 in a comparable arm's  length transaction with  an unaffiliated Person,  and
 (iii)  reasonable  consulting  fees  pursuant  to  a  bona  fide  consulting
 arrangement on  terms no  less favorable  to  Borrower than  Borrower  would
 obtain in a comparable arm's length transaction with an unaffiliated  Person
 and, if the  fees payable  to any Person  pursuant to  any such  arrangement
 exceed $100,000, approved by Borrower's board of directors.

      9.13 Additional  Bank  Accounts.    Borrower  shall  not,  directly  or
 indirectly, open,  establish or  maintain  any deposit  account,  investment
 account or any other account with  any bank or other financial  institution,
 other than the Blocked Accounts and the accounts set forth in Schedule  8.10
 hereto, except:  (a) as to any new or additional Blocked Accounts and  other
 such new or  additional accounts which  contain any  Collateral or  proceeds
 thereof, with  the prior  written  consent of  Lender  and subject  to  such
 conditions thereto as Lender may establish  and (b) as to any accounts  used
 by Borrower to make payments of payroll, taxes or other obligations to third
 parties, after prior written notice to Lender.

      9.14 Compliance with ERISA.

           (a)  Borrower shall  not with  respect  to any  "employee  benefit
 plans" maintained by Borrower or any of its ERISA Affiliates:  (i) terminate
 any of such  employee benefit  plans so  as to  incur any  liability to  the
 Pension Benefit  Guaranty Corporation  established pursuant  to ERISA,  (ii)
 allow or suffer to  exist any prohibited transaction  involving any of  such
 employee benefit plans or any trust  created thereunder which would  subject
 Borrower or such ERISA Affiliate to a  tax or penalty or other liability  on
 prohibited transactions imposed  under Section 4975  of the  Code or  ERISA,
 (iii) fail to pay to any  such employee benefit plan any contribution  which
 it is obligated to pay under Section 302  of ERISA, Section 412 of the  Code
 or the terms of  such plan, (iv)  allow or suffer  to exist any  accumulated
 funding deficiency, whether or not waived, with respect to any such employee
 benefit plan, (v) allow  or suffer to exist  any occurrence of a  reportable
 event or any  other event  or condition which  presents a  material risk  of
 termination by the Pension Benefit Guaranty Corporation of any such employee
 benefit plan that is a single employer plan, which termination could  result
 in any liability to the Pension  Benefit Guaranty Corporation or (vi)  incur
 any withdrawal liability with respect to any multiemployer pension plan.

           (b)  As used in  this Section  9.14, the  terms "employee  benefit
 plans", "accumulated funding deficiency"  and "reportable event" shall  have
 the respective meanings assigned to them in ERISA, and the term  "prohibited
 transaction" shall have the  meaning assigned to it  in Section 4975 of  the
 Code and ERISA.

      9.15 Adjusted Net Worth.  SSG and  its subsidiaries, on a  consolidated
 basis, shall, at  all times  during the  periods set  forth below,  maintain
 Adjusted Net Worth of not less than the amount set forth below for each such
 period:

                                            Minimum Adjusted
                Period                         Net Worth
      ----------------------------          ----------------
      From the date hereof through            $34,000,000
      September 30, 2001

      From October 1, 2001 through            $32,000,000
      March 31, 2002

      From April 1, 2002 through              $35,000,000
      September 30, 2002

      Each fiscal year of SSG thereafter  The sum of:
                                          (a)  the minimum Adjusted Net
                                               Worth required hereunder for
                                               the immediately preceding
                                               period, plus
                                          (b)  the greater of:
                                               (i) fifty percent (50%) of
                                                   the actual profits of SSG
                                                   on a consolidated basis
                                                   for the immediately
                                                   preceding fiscal year; or
                                              (ii) $1,000,000

      9.16 Costs and Expenses.   Borrower shall pay to  Lender on demand  all
 costs, expenses, filing fees  and taxes paid or  payable in connection  with
 the preparation,  negotiation,  execution, delivery,  recording,  administr-
 ation, collection, liquidation, enforcement and defense of the  Obligations,
 Lender's rights  in  the Collateral,  this  Agreement, the  other  Financing
 Agreements and all other documents related hereto or thereto, including  any
 amendments, supplements  or consents  which  may hereafter  be  contemplated
 (whether or not  executed) or entered  into in respect  hereof and  thereof,
 including:  (c)  all costs  and expenses of  filing or  recording as  Lender
 deems necessary or appropriate (including Uniform Commercial Code  financing
 statement filing taxes  and fees, documentary  taxes, intangibles taxes  and
 mortgage recording  taxes  and  fees,  if  applicable);  (d)  all  insurance
 premiums, appraisal  fees  and  search  fees;  (e)  costs  and  expenses  of
 remitting loan proceeds, collecting checks and  other items of payment,  and
 establishing and maintaining  the Blocked Accounts,  together with  Lender's
 customary charges  and  fees with  respect  thereto; (f)  charges,  fees  or
 expenses charged by  any bank  or issuer in  connection with  the Letter  of
 Credit Accommodations; (g) costs and  expenses of preserving and  protecting
 the Collateral; (h) costs and expenses  paid or incurred in connection  with
 obtaining payment of the Obligations,  enforcing the security interests  and
 liens of Lender,  selling or otherwise  realizing upon  the Collateral,  and
 otherwise enforcing the provisions of this Agreement and the other Financing
 Agreements or defending any claims made or threatened against Lender arising
 out  of  the  transactions   contemplated  hereby  and  thereby   (including
 preparations for and  consultations concerning  any such  matters); (i)  all
 out-of-pocket expenses and costs heretofore and from time to time  hereafter
 incurred by Lender during the course  of periodic field examinations of  the
 Collateral and Borrower's operations, plus a per diem charge at the rate  of
 $650.00 per person per day for  Lender's examiners in the field and  office;
 and (j) the reasonable  fees and disbursements  of counsel (including  legal
 assistants)  to   Lender  in   connection  with   any  of   the   foregoing.
 Notwithstanding the foregoing, the  legal fees (exclusive of  disbursements)
 payable  by  Borrower  in  connection  with  preparation,  negotiation   and
 execution of this Agreement and the other Financing Agreements delivered  in
 connection with the transaction being consummated  on the date hereof  shall
 not exceed $40,000.

      9.17 Further Assurances.  At the request of Lender at any time and from
 time to time, Borrower shall, at  its expense, duly execute and deliver,  or
 cause to be duly executed and delivered, such further agreements,  documents
 and instruments, and  do or cause  to be done  such further acts  as may  be
 necessary or proper to evidence, perfect, maintain and enforce the  security
 interests and  the  priority thereof  in  the Collateral  and  to  otherwise
 effectuate the provisions or purposes of this Agreement or any of the  other
 Financing Agreements.  Without limiting the foregoing, Borrower agrees, upon
 Lenders' request,  to  cause  an appropriate  financing  statement  covering
 fixtures and other  Collateral in Calhoun  County, Alabama, and  to pay  all
 taxes and post all  bonds required in connection  therewith.  Lender may  at
 any time and  from time to  time request a  certificate from  an officer  of
 Borrower Representative representing  that all conditions  precedent to  the
 making of  Loans and  providing Letter  of Credit  Accommodations  contained
 herein are satisfied.  In the event  of such request by Lender, Lender  may,
 at its option, cease to make any further Loans or provide any further Letter
 of Credit Accommodations until Lender has received such certificate and,  in
 addition, Lender has determined  that such conditions  are satisfied or  has
 waived such conditions in writing.  Where permitted by law, Borrower  hereby
 authorizes Lender to execute and file one or more UCC financing  statements,
 as Lender deems necessary  or appropriate and consistent  with the terms  of
 this Agreement, signed only by Lender.


 SECTION 10.    EVENTS OF DEFAULT AND REMEDIES

      10.1 Events of Default.  The occurrence or existence of any one or more
 of the following events are referred to herein individually as an "Event  of
 Default", and collectively as "Events of Default":

           (a)  Borrower (i) fails to  pay when due  any of the  Obligations,
 (ii) fails to perform any of the terms, covenants, conditions or  provisions
 contained in Sections 9.1,  9.2, 9.3, 9.4  or 9.14 and  such failure is  not
 cured within  fifteen (15)  days (iii)  fails to  perform any  of the  other
 terms, covenants, or agreements contained in this Agreement;

           (b)  any representation,  warranty or  statement of  fact made  by
 Borrower or  Borrowers Representative  to Lender  in this  Agreement or  the
 other Financing  Agreements shall  when  made or  deemed  made be  false  or
 misleading in any material respect;

           (c)  any Obligor revokes,  terminates or fails  to perform  within
 any applicable grace or cure period any of the terms, covenants,  conditions
 or provisions of any guarantee, endorsement or other agreement of such party
 in favor of Lender;

           (d)  any final, non-appealable judgment  for the payment of  money
 is rendered against Borrower  or any Obligor the  uninsured amount of  which
 (including any amounts with respect to which the insurance coverage is being
 disputed) is in excess of $400,000 in any one case or in excess of  $600,000
 in the aggregate and shall remain undischarged or unvacated for a period  in
 excess of thirty (30) days or execution shall at any time not be effectively
 stayed, or any judgment other than for the payment of money, or  injunction,
 attachment, garnishment or  execution is  rendered against  Borrower or  any
 Obligor or any of their  assets which has or  may reasonably be expected  to
 have a Material Adverse Effect;

           (e)  any Obligor (being a natural person  or a general partner  of
 an Obligor which is a partnership) dies or Borrower or any Obligor, which is
 a partnership, limited liability company, limited liability partnership or a
 corporation, dissolves or suspends or discontinues doing business other than
 as otherwise permitted hereunder;

           (f)  Borrower or any Obligor becomes insolvent (however defined or
 evidenced), makes an assignment for the benefit of creditors, makes or sends
 notice of a bulk transfer or calls  a meeting of its creditors or  principal
 creditors;

           (g)  a case or proceeding under the bankruptcy laws of the  United
 States of  America now  or  hereafter in  effect  or under  any  insolvency,
 reorganization,  receivership,   readjustment   of  debt,   dissolution   or
 liquidation law or statute  of any jurisdiction now  or hereafter in  effect
 (whether at law or in  equity) is filed against  Borrower or any Obligor  or
 all or any part of  its properties and such  petition or application is  not
 dismissed within sixty (60) days after the date of its filing or Borrower or
 any Obligor shall file any answer admitting or not contesting such  petition
 or application or indicates its consent to, acquiescence in or approval  of,
 any such action or proceeding or the relief requested is granted sooner;

           (h)  a case or proceeding under the bankruptcy laws of the  United
 States of  America now  or  hereafter in  effect  or under  any  insolvency,
 reorganization,  receivership,   readjustment   of  debt,   dissolution   or
 liquidation law or statute  of any jurisdiction now  or hereafter in  effect
 (whether at a law or equity) is filed by Borrower or any Obligor or for  all
 or any part of its property; or

           (i)  any default by Borrower or  any Obligor under any  agreement,
 document or instrument relating to any indebtedness for borrowed money owing
 to any  Person other  than Lender,  or  any capitalized  lease  obligations,
 contingent indebtedness in connection with any guarantee, letter of  credit,
 indemnity or similar type  of instrument in favor  of any Person other  than
 Lender, in  any case  in an  amount  in excess  of $500,000,  which  default
 continues for more  than the applicable  cure period, if  any, with  respect
 thereto, or  any default  by Borrower  or any  Obligor under  any  contract,
 lease, license or other  obligation to any Person  other than Lender,  which
 default continues for  more than the  applicable cure period,  if any,  with
 respect thereto and the default has or may reasonably be expected to have  a
 Material Adverse Effect;

           (j)  SSG shall cease to own and  have voting control over 100%  of
 the issued  and outstanding  stock  of ATEC,  except  pursuant to  a  merger
 permitted hereunder;

           (k)  the indictment or  threatened indictment of  Borrower or  any
 Obligor  under  any   criminal  statute,  or   commencement  or   threatened
 commencement of  criminal  or  civil proceedings  against  Borrower  or  any
 Obligor, pursuant to which statute or proceedings the penalties or  remedies
 sought or available include forfeiture of any of the property of Borrower or
 such Obligor;

           (l)  there shall be a change in the business or assets of Borrower
 or any Obligor after the date hereof which has or may reasonably be expected
 to have a Material Adverse Effect; or

           (m)  an event of default shall occur and be continuing beyond  any
 applicable grace or cure period under any of the other Financing Agreements.

      10.2 Remedies.

           (a)  At any time an Event of Default exists or has occurred and is
 continuing, Lender  shall have  all rights  and  remedies provided  in  this
 Agreement, the other Financing Agreements,  the Uniform Commercial Code  and
 other applicable law,  all of  which rights  and remedies  may be  exercised
 without notice to  or consent by  Borrower, Borrower  Representative or  any
 Obligor, except  as  such  notice  or  consent  is  expressly  provided  for
 hereunder or required by  applicable law.  All  rights, remedies and  powers
 granted to Lender hereunder,  under any of  the other Financing  Agreements,
 the Uniform Commercial  Code or other  applicable law,  are cumulative,  not
 exclusive  and   enforceable,   in   Lender's   discretion,   alternatively,
 successively, or  concurrently  on any  one  or more  occasions,  and  shall
 include, without limitation, the right to apply to a court of equity for  an
 injunction to restrain  a breach or  threatened breach by  Borrower of  this
 Agreement or any of the other Financing Agreements.  Lender may, at any time
 or times, proceed directly  against Borrower or any  Obligor to collect  the
 Obligations without prior recourse to the Collateral.

           (b)  Without limiting  the  foregoing, at  any  time an  Event  of
 Default exists  or  has occurred  and  is  continuing, Lender  may,  in  its
 discretion and  without  limitation,  (i)  accelerate  the  payment  of  all
 Obligations and demand immediate payment thereof to Lender (provided,  that,
 upon the occurrence of  any Event of Default  described in Sections  10.1(g)
 and 10.1(h), all Obligations shall automatically become immediately due  and
 payable), (ii) with or without judicial process or the aid or assistance  of
 others, enter upon any premises on or in which any of the Collateral may  be
 located and  take  possession  of the  Collateral  or  complete  processing,
 manufacturing and repair  of all  or any  portion of  the Collateral,  (iii)
 require Borrower, at Borrower's expense, to  assemble and make available  to
 Lender any part or all of the Collateral at any place and time designated by
 Lender, (iv) collect,  foreclose, receive, appropriate,  setoff and  realize
 upon any and all Collateral,  (v) remove any or  all of the Collateral  from
 any premises on  or in  which the same  may be  located for  the purpose  of
 effecting the  sale, foreclosure  or other  disposition thereof  or for  any
 other purpose,  (vi) sell,  lease, transfer,  assign, deliver  or  otherwise
 dispose of any and  all Collateral (including  entering into contracts  with
 respect thereto, public or private sales at any exchange, broker's board, at
 any office of Lender  or elsewhere) at  such prices or  terms as Lender  may
 deem reasonable, for  cash, upon  credit or  for future  delivery, with  the
 Lender having the right to purchase the whole or any part of the  Collateral
 at any such public sale, all of the  foregoing being free from any right  or
 equity of redemption  of Borrower, which  right or equity  of redemption  is
 hereby expressly waived and released by Borrower and/or (vii) terminate this
 Agreement.  If any of the Collateral is sold or leased by Lender upon credit
 terms or for  future delivery,  the Obligations shall  not be  reduced as  a
 result thereof until payment  therefor is finally collected  by Lender.   If
 notice of disposition of Collateral is required by law, ten (10) days  prior
 notice by Lender to  Borrower designating the time  and place of any  public
 sale or the time after which any private sale or other intended  disposition
 of Collateral is to be made, shall be deemed to be reasonable notice thereof
 and Borrower waives  any other notice.   In the  event Lender institutes  an
 action to recover any Collateral or seeks recovery of any Collateral by  way
 of prejudgment remedy, Borrower waives the  posting of any bond which  might
 otherwise be required.

           (c)  Lender may  apply the  cash proceeds  of Collateral  actually
 received by Lender from any sale, lease, foreclosure or other disposition of
 the Collateral to payment  of the Obligations,  in whole or  in part and  in
 such order as Lender  may elect, whether  or not then  due.  Borrower  shall
 remain liable to Lender for the  payment of any deficiency with interest  at
 the highest  rate  provided  for  herein  and  all  costs  and  expenses  of
 collection or enforcement, including attorneys' fees and legal expenses.

           (d)  Without limiting  the foregoing,  upon the  occurrence of  an
 Event of Default or an event  which with notice or  passage of time or  both
 would constitute an  Event of Default,  Lender may, at  its option,  without
 notice,  (i)  cease  making  Loans  or   arranging  for  Letter  of   Credit
 Accommodations or reduce the lending formulas or amounts of Revolving  Loans
 and Letter  of  Credit  Accommodations available  to  Borrower  and/or  (ii)
 terminate any provision of this Agreement providing for any future Loans  or
 Letter of Credit Accommodations to be made by Lender to Borrower.


 SECTION 11.    JURY TRIAL WAIVER; OTHER WAIVERS
                AND CONSENTS; GOVERNING LAW

      11.1 Governing Law; Choice  of Forum;  Service of  Process; Jury  Trial
 Waiver.

           (a)  The  validity,   interpretation  and   enforcement  of   this
 Agreement and the other Financing Agreements and any dispute arising out  of
 the relationship  between the  parties hereto,  whether in  contract,  tort,
 equity or otherwise, shall be governed by the internal laws of the State  of
 Texas (without giving effect to principles of conflicts of law).

           (b)  Borrower,  Borrower  Representative  and  Lender  irrevocably
 consent and submit to the non-exclusive  jurisdiction of the State of  Texas
 and the United States District Court for the Northern District of Texas  and
 waive any objection based on venue  or forum non conveniens with respect  to
 any action instituted  therein arising under  this Agreement or  any of  the
 other Financing  Agreements or  in  any way  connected  with or  related  or
 incidental to  the  dealings  of  the parties  hereto  in  respect  of  this
 Agreement or  any of  the other  Financing  Agreements or  the  transactions
 related hereto or thereto,  in each case whether  now existing or  hereafter
 arising, and whether in contract, tort, equity or otherwise, and agree  that
 any dispute with  respect to any  such matters shall  be heard  only in  the
 courts described above (except that Lender shall have the right to bring any
 action or  proceeding  against  Borrower  Representative,  Borrower  or  its
 property in  the  courts  of  any  other  jurisdiction  which  Lender  deems
 necessary or  appropriate  in order  to  realize  on the  Collateral  or  to
 otherwise enforce its  rights against Borrower  Representative, Borrower  or
 its property).

           (c)  Each of Borrower  and Borrower  Representative hereby  waives
 personal service of any and all process  upon it and consents that all  such
 service of process may be made by certified mail (return receipt  requested)
 directed to its  address set  forth on the  signature pages  hereof or  such
 other address specified by Borrower pursuant to Section 12.2 and service  so
 made shall be deemed to be completed five (5) days after the same shall have
 been so deposited in the U.S. mails, or, at Lender's option, by service upon
 Borrower or Borrower Representative, as the case may be, in any other manner
 provided under the rules of any such courts.  Within thirty (30) days  after
 such service, Borrower or Borrower Representative, as the case may be, shall
 appear in  answer  to  such process,  failing  which  Borrower  or  Borrower
 Representative, as the case may be, shall be deemed in default and  judgment
 may be entered by Lender against Borrower or Borrower Representative, as the
 case may be, for the amount of the claim and other relief requested.

           (d)  BORROWER, BORROWER  REPRESENTATIVE  AND  LENDER  EACH  HEREBY
 WAIVES ANY RIGHT TO TRIAL BY JURY OF  ANY CLAIM, DEMAND, ACTION OR CAUSE  OF
 ACTION (i)  ARISING UNDER  THIS  AGREEMENT OR  ANY  OF THE  OTHER  FINANCING
 AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
 DEALINGS OF THE PARTIES HERETO  IN RESPECT OF THIS  AGREEMENT OR ANY OF  THE
 OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO  IN
 EACH CASE  WHETHER  NOW  EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN
 CONTRACT, TORT, EQUITY OR OTHERWISE.  BORROWER, BORROWER REPRESENTATIVE  AND
 LENDER EACH HEREBY AGREES AND CONSENTS  THAT ANY SUCH CLAIM, DEMAND,  ACTION
 OR CAUSE OF ACTION SHALL BE DECIDED BY  COURT TRIAL WITHOUT A JURY AND  THAT
 BORROWER OR  LENDER MAY  FILE AN  ORIGINAL  COUNTERPART OF  A COPY  OF  THIS
 AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE  PARTIES
 HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

           (e)  Lender shall not have any  liability to Borrower or  Borrower
 Representative (whether in tort, contract,  equity or otherwise) for  losses
 suffered by Borrower or Borrower Representative in connection with,  arising
 out of,  or  in  any  way  related  to  the  transactions  or  relationships
 contemplated by this Agreement, or any  act, omission or event occurring  in
 connection herewith, unless it is determined  by a final and  non-appealable
 judgment or court order binding on  Lender, that the losses were the  result
 of acts or  omissions constituting gross  negligence or willful  misconduct.
 In any  such litigation,  Lender shall  be entitled  to the  benefit of  the
 rebuttable presumption that it acted in good faith and with the exercise  of
 ordinary care in the performance by it of the terms of this Agreement.

      11.2 Waiver of  Notices.    Borrower hereby  expressly  waives  demand,
 presentment,  protest  and  notice  of  intent  to  accelerate,  notice   of
 acceleration, notice of protest and notice  of dishonor with respect to  any
 and all instruments and commercial paper,  included in or evidencing any  of
 the Obligations or the Collateral, and any and all other demands and notices
 of any  kind or  nature  whatsoever with  respect  to the  Obligations,  the
 Collateral and this  Agreement, except such  as are  expressly provided  for
 herein.  No notice to or demand on Borrower or Borrower Representative which
 Lender may elect to give shall  entitle Borrower or Borrower  Representative
 to any other  or further  notice or  demand in  the same,  similar or  other
 circumstances.

      11.3 Amendments  and  Waivers.    Neither  this  Agreement  (including,
 without limitation, the  Information Certificate and  any Schedule  thereto)
 nor any provision hereof  shall be amended,  modified, waived or  discharged
 orally or by course of conduct, but only by a written agreement signed by an
 authorized officer of  Lender, and as  to amendments, as  also signed by  an
 authorized officer  of Borrower.    Lender shall  not,  by any  act,  delay,
 omission or otherwise be deemed to have expressly or impliedly waived any of
 its rights, powers and/or  remedies unless such waiver  shall be in  writing
 and signed by an  authorized officer of  Lender.  Any  such waiver shall  be
 enforceable only to the extent specifically set forth therein.  A waiver  by
 Lender of any right, power  and/or remedy on any  one occasion shall not  be
 construed as a bar to or waiver of any such right, power and/or remedy which
 Lender would otherwise have on any future occasion, whether similar in  kind
 or otherwise.

      11.4 Waiver of Counterclaims.  Borrower waives all rights to  interpose
 any claims, deductions, setoffs or counterclaims  of any nature (other  then
 compulsory counterclaims) in any action or  proceeding with respect to  this
 Agreement, the Obligations, the Collateral  or any matter arising  therefrom
 or relating hereto or thereto.

      11.5 Indemnification.  BORROWER  SHALL INDEMNIFY AND  HOLD LENDER,  AND
 ITS DIRECTORS, AGENTS, EMPLOYEES AND COUNSEL, HARMLESS FROM AND AGAINST  ANY
 AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS OR EXPENSES IMPOSED  ON,
 INCURRED BY  OR  ASSERTED  AGAINST  ANY  OF  THEM  IN  CONNECTION  WITH  ANY
 LITIGATION, INVESTIGATION,  CLAIM  OR  PROCEEDING  COMMENCED  OR  THREATENED
 RELATED TO THE NEGOTIATION,  PREPARATION, EXECUTION, DELIVERY,  ENFORCEMENT,
 PERFORMANCE  OR  ADMINISTRATION  OF  THIS  AGREEMENT,  ANY  OTHER  FINANCING
 AGREEMENTS,  OR  ANY  UNDERTAKING  OR  PROCEEDING  RELATED  TO  ANY  OF  THE
 TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACT, OMISSION, EVENT OR  TRANSACTION
 RELATED OR ATTENDANT  THERETO, INCLUDING AMOUNTS  PAID IN SETTLEMENT,  COURT
 COSTS, AND THE FEES  AND EXPENSES OF COUNSEL  AND INCLUDING LOSSES,  CLAIMS,
 DAMAGES, LIABILITIES,  COSTS  AND  EXPENSES ARISING  FROM  THE  ORDINARY  OR
 CONTRIBUTORY NEGLIGENCE OF ANY PARTY INDEMNIFIED HEREBY, BUT EXCLUDING THOSE
 ARISING SOLELY AND DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT
 OF  SUCH  AN  INDEMNIFIED   PARTY,  AS  DETERMINED   PURSUANT  TO  A   FINAL
 NON-APPEALABLE ORDER OF A  COURT OF COMPETENT JURISDICTION.   TO THE  EXTENT
 THAT THE UNDERTAKING TO INDEMNIFY, PAY  AND HOLD HARMLESS SET FORTH IN  THIS
 SECTION MAY BE UNENFORCEABLE BECAUSE IT  VIOLATES ANY LAW OR PUBLIC  POLICY,
 BORROWER SHALL PAY THE  MAXIMUM PORTION WHICH IT  IS PERMITTED TO PAY  UNDER
 APPLICABLE LAW TO LENDER IN SATISFACTION  OF INDEMNIFIED MATTERS UNDER  THIS
 SECTION.    THE  FOREGOING  INDEMNITY  SHALL  SURVIVE  THE  PAYMENT  OF  THE
 OBLIGATIONS AND THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT.


 SECTION 12.    TERM OF AGREEMENT; MISCELLANEOUS

      12.1 Term.

           (a)  This Agreement  and  the  other  Financing  Agreements  shall
 become effective as of the date set forth on the first page hereof and shall
 continue in full force and effect  for a term ending  on the earlier of  (i)
 the date three (3) years from the date hereof (the "Renewal Date"), and from
 year to  year thereafter,  unless sooner  terminated pursuant  to the  terms
 hereof or (ii) at Lender's option, the date on which any Person or group  of
 Persons (as  used  within  the  context  of  the  definition  of  beneficial
 ownership  described  below),  other  than  Emerson  and  its  shareholders,
 officers and directors, shall have acquired beneficial ownership (within the
 meaning of  Rule 13d-3 promulgated  by  the Securities  Exchange  Commission
 under the Securities Exchange Act of 1934, as amended) of and having  voting
 control over shares of  capital stock of SSG  in amount sufficient to  allow
 them to elect a majority of the board of directors of SSG (in which case, no
 renewals or extensions shall apply).  Lender or Borrower Representative  may
 terminate this Agreement and the other Financing Agreements effective on the
 Renewal Date or on the anniversary of the Renewal Date in any year by giving
 to the other party at least ninety (90) days prior written notice; provided,
 that, this Agreement and all other  Financing Agreements must be  terminated
 simultaneously.  Upon the  effective date of  termination or non-renewal  of
 the Financing  Agreements,  Borrower  shall pay  to  Lender,  in  full,  all
 outstanding and  unpaid Obligations  and shall  furnish cash  collateral  to
 Lender in  such amounts  as Lender  determines are  reasonably necessary  to
 secure Lender  from  loss, cost,  damage  or expense,  including  reasonable
 attorneys' fees  and  legal  expenses, in  connection  with  any  contingent
 Obligations,   including   issued   and   outstanding   Letter   of   Credit
 Accommodations and checks  or other payments  provisionally credited to  the
 Obligations and/or  as  to which  Lender  has  not yet  received  final  and
 indefeasible payment.  Such payments in respect of the Obligations and  cash
 collateral shall be remitted by wire transfer in Federal funds to such  bank
 account of Lender, as Lender may, in its discretion, designate in writing to
 Borrower Representative for such purpose.   Interest shall be due until  and
 including the next Business Day, if the  amounts so paid by Borrower to  the
 bank account designated by  Lender are received in  such bank account  later
 than 12:00 noon, Central Standard Time.

           (b)  No termination  of  this  Agreement or  the  other  Financing
 Agreements shall relieve  or discharge  Borrower of  its respective  duties,
 obligations and  covenants  under  this Agreement  or  the  other  Financing
 Agreements until all Obligations have been fully and finally discharged  and
 paid, and Lender's continuing  security interest in  the Collateral and  the
 rights  and  remedies  of  Lender  hereunder,  under  the  other   Financing
 Agreements and  applicable  law,  shall remain  in  effect  until  all  such
 Obligations have been fully and finally discharged and paid.

           (c)  If for any  reason this Agreement  is terminated pursuant  to
 Section 12.1(a)(ii) prior to  the Renewal  Date or  is otherwise  terminated
 prior to the end of the then current term or renewal term of this Agreement,
 in view of the impracticality and extreme difficulty of ascertaining  actual
 damages  and  by  mutual  agreement  of  the  parties  as  to  a  reasonable
 calculation of Lender's lost profits as a result thereof, Borrower agrees to
 pay to  Lender,  upon the  effective  date  of such  termination,  an  early
 termination fee  in  the amount  set  forth  below if  such  termination  is
 effective in the period indicated:

                         Amount                        Period
                  ----------------------   ---------------------------

              (i) 2.0% of Maximum Credit   From the date hereof to and
                                           including March 26, 2002

             (ii) 1.0% of Maximum Credit   From March 27, 2002 to and
                                           including March 26, 2003

            (iii) .25% of Maximum Credit   From March 27, 2003 to and
                                           including March 26, 2004

 Such early termination  fee shall be  presumed to be  the amount of  damages
 sustained by  Lender as  a result  of such  early termination  and  Borrower
 agrees that it is reasonable under the circumstances currently existing.  In
 addition, Lender shall be  entitled to such early  termination fee upon  the
 occurrence of any Event of Default described in Sections 10.1(g) and 10.1(h)
 hereof, even  if  Lender does  not  exercise  its right  to  terminate  this
 Agreement, but elects, at  its option, to provide  financing to Borrower  or
 permit the use of cash collateral  under the United States Bankruptcy  Code.
 The early termination fee provided for in this Section 12.1 shall be  deemed
 included in the Obligations.   Notwithstanding anything contained herein  to
 the contrary,  the  early termination  fee  shall  not apply  to  any  early
 termination as the result of (i) a  complete refinancing of the Loans by  an
 affiliate of Lender, or (ii) a complete refinancing pursuant to the sale  in
 the capital  markets  of  debt  obligations  of,  or  equity  interests  in,
 Borrower, (iii)  a complete  refinancing of  the Loans  by an  affiliate  of
 Borrower, or (iv) if Borrower merges with Emerson.

      12.2 Notices.  All notices, requests and demands hereunder shall be  in
 writing and  (a) made  to Lender  at  its address  set  forth below  and  to
 Borrower and  Borrower  Representative at  Borrower  Representative's  chief
 executive office set forth below, or  to such other address as either  party
 may designate  by  written notice  to  the  other in  accordance  with  this
 provision, and  (b) deemed  to have  been  given or  made: if  delivered  in
 person, immediately  upon  delivery;  if by  telex,  telegram  or  facsimile
 transmission, immediately upon sending and upon confirmation of receipt;  if
 by nationally  recognized overnight  courier  service with  instructions  to
 deliver the next Business Day, one (1) Business Day after sending; and if by
 certified mail, return receipt requested, five (5) days after mailing.

      12.3 Partial Invalidity.  If any provision of this Agreement is held to
 be invalid or unenforceable, such  invalidity or unenforceability shall  not
 invalidate this Agreement as a whole, but this Agreement shall be  construed
 as though it did not contain the particular provision held to be invalid  or
 unenforceable and  the  rights  and obligations  of  the  parties  shall  be
 construed and  enforced  only  to  such extent  as  shall  be  permitted  by
 applicable law.

      12.4 Successors.  This  Agreement, the other  Financing Agreements  and
 any other document referred to herein  or therein shall be binding upon  and
 inure to the  benefit of and  be enforceable by  Lender, Borrower and  their
 respective successors and assigns, except that  Borrower may not assign  its
 rights under this Agreement,  the other Financing  Agreements and any  other
 document  referred  to  herein or therein without the  prior written consent
 of  Lender.  Lender  may, after  notice to  Borrower Representative  and, if
 no Event  of  Default  has  occurred  and  is  continuing,   with   Borrower
 Representative's consent  (which  shall  not  be  unreasonably  withheld  or
 delayed beyond  one week  after request  therefor),  assign its  rights  and
 delegate its  obligations  under  this Agreement  and  the  other  Financing
 Agreements and further  may assign, or  sell participations in,  all or  any
 part of the Loans, the Letter of Credit Accommodations or any other interest
 herein to another financial institution or other Person, in which event, the
 assignee or participant  shall have,  to the  extent of  such assignment  or
 participation, the same rights and benefits as it would have if it were  the
 Lender hereunder,  except  as  otherwise  provided  by  the  terms  of  such
 assignment or participation.  Notwithstanding the foregoing, in the case  of
 any such assignment or participation, (i) Borrower shall not be required  to
 deliver financial statements or  other reports due  hereunder to Persons  in
 addition to Lender, (ii) representatives of such assignee or participant may
 accompany representatives of Lender on inspections permitted hereunder,  but
 shall not be entitled to separate inspections, and (iii) Borrower shall  not
 be obligated to pay any costs or  expenses paid or payable by such  assignee
 or participant in connection with such transaction or this Agreement.


      12.5 Confidentiality Agreement. For the purposes of this  Section 12.5,
 "Confidential Information" means information  delivered (whether in  writing
 or orally, visually,  electronically or  by other  means) to  Lender or  its
 representatives or agents by or on behalf of Borrower in connection with the
 transactions contemplated by or otherwise pursuant   to this Agreement  that
 is proprietary in nature and that was clearly marked or labeled or otherwise
 adequately  identified  when  received  by  Lender  as  being   confidential
 information of Borrower provided that such term does not include information
 that (a)  is  or becomes  publicly  known or  available  through no  act  or
 omission by Lender or any Person acting on Lender's behalf, or (b) otherwise
 becomes known  to  Lender on  a  nonconfidential basis  other  than  through
 disclosure by Borrower.  Lender will  keep the information confidential  and
 will not disclose any  information in any  manner whatsoever, provided  that
 Lender may  deliver or  disclose Confidential  Information to  (i)  Lender's
 directors, trustees, officers, employees, agents, attorneys and  affiliates,
 financial advisors  and other  professional  advisors as  Lender  reasonably
 deems  necessary  or  appropriate,  who  agree  to  hold  confidential   the
 Confidential Information substantially in accordance with the terms of  this
 Section 12.5, (iii) any Person to which  Lender sells or offers to sell  its
 rights under this Agreement or any part thereof or any participation therein
 (if such  Person  has  agreed  in  writing prior  to  its  receipt  of  such
 Confidential Information to be bound by the provisions of this Section 12.5,
 (iv) any  federal or  state regulatory  authority having  jurisdiction  over
 Lender, or (v) any other Person to which such delivery or disclosure may  be
 necessary or appropriate, as reasonably determined by Lender, (A) to  effect
 compliance with any law, rule, regulation or order applicable to Lender, (B)
 in response to any subpoena or  other legal process, (C) in connection  with
 any litigation to which Lender is  a party, or (D)  if any Event of  Default
 has occurred and is continuing to the extent Lender may reasonably determine
 such  delivery  and  disclosure  to  be  necessary  or  appropriate  in  the
 enforcement of, or for the protection of its rights and remedies under, this
 Agreement.

      12.6 Entire Agreement.  This Agreement, the other Financing Agreements,
 any  supplements  hereto  or  thereto,  and  any  instruments  or  documents
 delivered or to be delivered in connection herewith or therewith  represents
 the entire agreement and understanding concerning the subject matter  hereof
 and thereof  between  the parties  hereto,  and supersede  all  other  prior
 agreements, understandings, negotiations  and discussions,  representations,
 warranties, commitments,  proposals,  offers and  contracts  concerning  the
 subject matter  hereof,  whether oral  or  written.   In  the event  of  any
 inconsistency between  the  terms of  this  Agreement and  any  schedule  or
 exhibit hereto, the terms of this Agreement shall govern.

      12.7 NONAPPLICABILITY OF ARTICLE 5069-15.01 ET SEQ  BORROWER AND LENDER
 HEREBY AGREE THAT, EXCEPT  FOR SECTION 15.10(B)  THEREOF, THE PROVISIONS  OF
 TEX. REV. CIV. STAT. ANN. ART. 5069-15.01 ET SEQ. (VERNON 1987)  (REGULATING
 CERTAIN REVOLVING CREDIT LOANS AND  REVOLVING TRI-PARTY ACCOUNTS) SHALL  NOT
 APPLY TO THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS.

      12.8 ORAL  AGREEMENTS  INEFFECTIVE.    THIS  AGREEMENT  AND  THE  OTHER
 FINANCING AGREEMENTS REPRESENT THE FINAL  AGREEMENT BETWEEN THE PARTIES  AND
 THE SAME 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.

                   EACH BORROWER AND LENDER EACH
                     READ AND UNDERSTAND THIS
                           SECTION 12.8:

      ________________ (INITIALS OF AUTHORIZED OFFICER OF SSG)
      ________________ (INITIALS OF AUTHORIZED OFFICER OF ATEC)


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS WHEREOF, Lender,  Borrower and Borrower Representative  have
 caused these presents to be duly executed as of the day and year first above
 written.

 CONGRESS FINANCIAL CORPORATION     SPORT SUPPLY GROUP, INC., as
 (SOUTHWEST), as Lender             Borrower and as Borrower Representative


 By:    _______________________     By:    _______________________
 Name:  _______________________     Name:  _______________________
 Title: _______________________     Title: _______________________

 Address:                           Chief Executive Office:
 -------                            ----------------------

 1201 Main Street, Suite 1625       1901 Diplomat Drive
 Dallas, Texas 75202                Farmers Branch, Texas 75234
                                    Attention: President
                                    ---------

                                    with a copy to:

                                    1901 Diplomat Drive
                                    Farmers Branch, Texas 75234
                                    Attention: General Counsel
                                    ---------

                                    ATHLETIC TRAINING EQUIPMENT
                                    COMPANY, INC., as Borrower


                                    By:    _______________________
                                    Name:  _______________________
                                    Title: _______________________

                                    Chief Executive Office:
                                    ----------------------
                                    1901 Diplomat Drive
                                    Farmers Branch, Texas 75234
                                    Attention:  President
                                    ---------

                                    with a copy to:

                                    1901 Diplomat Drive
                                    Farmers Branch, Texas 75234
                                    Attention:  General Counsel
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