EXHIBIT 10.28


 SERVICES AGREEMENT

      This Agreement, effective as of March 1, 2001 , is between Sport Supply
 Group, Inc. , a Delaware corporation having its principal place of  business
 at  1901  Diplomat  Drive,  Farmers Branch,  Texas  75234  ("SSG")  and  EJB
 Development, Inc.,  a New  Jersey corporation  having a  principal place  of
 business located  at 1040  Copper Canyon  Road, Copper  Canyon, Texas  76226
 ("EJB").

      SSG directly and through its subsidiaries manufactures and  distributes
 sporting goods equipment.

      EJB  provides  management  information  systems  services  ("MIS")  for
 programming, development and MIS operations.

      EJB  also   provides   certain  telecommunications   related   services
 ("telecommunications").

      SSG  desires  to  utilize  EJB   for  MIS  services  for   programming,
 development and MIS operations and telecommunications services  (hereinafter
 collectively referred to as "Services") as set forth in this Agreement.

      EJB desires to provide these Services to SSG and represents it has  the
 capability, capacity,  personnel and  experience  to provide  the  requisite
 Services to fill SSG's forecasted needs.

      In  consideration  of  the  mutual  covenants  and  agreements   herein
 contained and for other good and valuable consideration, SSG and EJB  hereby
 mutually agree as follows:


      1. Appointment

      SSG appoints EJB as a nonexclusive provider of Services for SSG as  set
 forth herein.


      2. Term

      Subject to the expiration or earlier  termination of this Agreement  as
 provided in paragraph 11 below,  the term of this  Agreement shall be for  a
 period of thirty-six (36) months from the effective date hereof.


      3. Services; Warranties

      A.   Services

      EJB shall  and shall  cause its  employees, agents  and  subcontractors
 (collectively referred  to herein  as "employees")  at EJB's  sole cost  and
 expense, to  provide all  Services, including  operations and  support,  for
 SSG's, and its subsidiaries', operations in the United States.

      In performing the Services,  it is anticipated  that EJB shall  provide
 such high level talent at SSG's facility in Dallas, Texas, or at such  other
 location as SSG may be located in Texas, on such basis as it deems necessary
 to fulfill its duties hereunder which shall not  be less than 13  full  time
 employees on site per day for at least 8 hours per day  during SSG's  normal
 business hours or as  otherwise agreed between the  parties.  In any  event,
 EJB  shall  utilize  Ed  Buccino    and  other  individuals  therefore  with
 equivalent knowledge and expertise as approved in advance and in writing  by
 SSG ("substitute individuals") in its performance  of the MIS services.   In
 the event any employee of, or consultant to, EJB is replaced by a substitute
 individual, EJB  will  be solely  responsible  for all  costs  and  expenses
 related to hiring, retraining and replacing such person with the  substitute
 individual

      For all Services  other than that  set forth above,  the parties  shall
 agree to an applicable price structure.

      B.   Warranties and Covenants

      EJB warrants and covenants that, in performing the Services:

      (1)  it will strictly comply with the descriptions and  representations
           as to  the requirements  of  the Services  (including  performance
           capabilities,  accuracy, completeness,  characteristics,  specifi-
           cations, configurations, standards, functions and requirements) as
           designated by SSG's MIS Steering Committee;

      (2)  its Services  shall be  in  accordance with  generally  applicable
           standards in the industry; and

      (3)  the Services shall  not violate or  in any way  infringe upon  the
           rights  of   third  parties,   including  property,   contractual,
           employment,  trade  secrets,  proprietary  information  and   non-
           disclosure rights, or any trademark, copyright or patent rights.

      Attached hereto  as "Appendix  A" is  a list  of SAP  training  classes
 attended by consultants  (Bruce Strom, Dean Schreier,  Ed Buccino Ann  Marie
 Love and Robb White) and paid for by SSG.  If any of the listed  consultants
 resign, are terminated or otherwise leave for any reason, EJB will be solely
 responsible at its own expense for retraining and replacing the  consultants
 (including,  without  limitation,  paying  for  the  replacement  to  attend
 identical  SAP  classes  that  the  leaving  consultant  attended  at  SSG's
 expense).


      4. Reporting, Recordkeeping

      A.   Reports:  SSG may periodically request from EJB various reports on
 the Services.  EJB shall submit the reports within the time specified and in
 the form designated by SSG.

      B.   Maintenance of records:  EJB shall keep and maintain all  records,
 by project, of its  Services at its  main location set  forth above for  not
 less than  six (6)  years following  expiration or  earlier termination,  as
 provided herein, of this Agreement.

      C.   Inspection of records:  EJB agrees  to permit any duly  authorized
 employee, agent or representative of SSG to inspect EJB's records related to
 its Services  during  regular  business hours  upon  telephone  notice.  EJB
 further  agrees  to   permit  any   duly  authorized   employee,  agent   or
 representative of SSG to copy and make extracts or compilations from or,  at
 SSG's request,  to send  to  SSG free-of-charge,  copies  of all  books  and
 records pertaining to EJB's performance of the Services.


      5. Organization and Facilities

      EJB is solely responsible for selecting and maintaining a  satisfactory
 staff sufficient to fulfill its obligations under this Agreement.  Except as
 specifically set forth herein, all costs and expenses incurred by EJB in the
 operation of  its  business  including,  but  not  limited  to,  all  rents,
 compensations,  fees,  taxes,   licenses,  insurance,  permits,   telephone,
 telegraph, telecopier  expenses, and  all  other audit,  administration  and
 other expenses  shall be  borne and  paid by  EJB excluding  those  expenses
 directly related  to  the Services  and  incurred at  1901  Diplomat  Drive,
 Farmers Branch, Texas with SSG's prior written consent.  In furtherance  and
 not in limitation  of the above,  it is specifically  agreed that EJB  shall
 bear the  cost  of  any  data lines  installed,  with  SSG's  prior  written
 approval, at  an  off-site  premises  to  perform  the  Services.    If  SSG
 specifically requests that employees, officers,  directors or agents of  EJB
 travel anywhere  with a  distance greater  than sixty  (60) miles  of  SSG's
 present headquarters in Dallas, Texas, in accordance with performance of the
 Services, the reasonable  cost for such  traveling shall be  paid by SSG  in
 accordance with  SSG's travel  and entertainment  policy.   However,  it  is
 hereby agreed by the parties that  any approved air travel shall be  limited
 to discount coach class.


      6. Compensation

      In full and complete satisfaction of the Services to be rendered by EJB
 pursuant to this Agreement, SSG agrees to  pay EJB as set forth on  Appendix
 B.  EJB acknowledges that SSG has paid EJB $159,000 as an advance deposit to
 apply against future  Services to  be provided  under  this  Agreement.  EJB
 agrees that SSG  may apply  such deposit in  full satisfaction  of the  fees
 payable for the Services provided in the last month of this  Agreement.   EJB
 further agrees to deduct $662.50 from each monthly invoice in lieu of paying
 interest on the prepaid deposit.


      7. Insurance

      Insurance to be supplied by EJB

      EJB shall purchase and  maintain insurance satisfactory  to SSG of  the
 kinds and in the amounts specified on Appendix C, or in amounts required  by
 law, whichever is greater, and furnish SSG with certificates of insurance as
 evidence thereof,  in  the prescribed  form  prior to  the  commencement  of
 Services.  SSG shall reimburse EJB for fifty percent (50%) of the  insurance
 premiums required by this Agreement, not to exceed $3,192.00 per year.   EJB
 may invoice  SSG up  to $266.00  per month  for payment  of these  insurance
 premiums.


      8. Independent Contractor: No Franchise Relationship

      A.   EJB is not, and this Agreement  does not constitute EJB as  being,
 SSG's representative  or  agent for  any  purpose except  for  the  Services
 provided herein.

      B.   It is expressly understood  and agreed that EJB  is, and shall  at
 all times be deemed to be, an independent contractor.  The parties shall not
 in any way be deemed or construed to be partners and this Agreement does not
 create  a  partnership,  employment  relationship  or  franchiser/franchisee
 relationship between the parties or constitute EJB as an agent, employee, or
 representative of SSG.

      C.   EJB and SSG  shall not  have the right  or authority  to act  for,
 incur, assume or create any obligation, responsibility or liability, express
 or implied, in  the name of,  or on  behalf of, the  other or  any of  their
 affiliates or to bind  the other or any  affiliate in any manner  whatsoever
 unless expressly agreed to in writing by both parties.

      D.   All personnel employed, subcontracted or otherwise engaged by  EJB
 to perform under this Agreement shall be the agents, servants and  employees
 of EJB only.  SSG shall have no obligations or liability of any kind, nature
 or sort, express or implied, by virtue  of, or with respect to, the  conduct
 of any EJB personnel.  In no event  shall EJB, or  its employees, agents  or
 subcontractors, directly or indirectly,  represent that they are  employees,
 agents or subcontractors of SSG.  Under no circumstances shall any of  EJB's
 employees, agents or  subcontractors be deemed  to be  employees, agents  or
 subcontractors  of  SSG  for  any  purpose,  including  without  limitation,
 entitlement to employee benefits from SSG as a result of this Agreement.

      E.   The hiring,  firing, direction,  selection and  assignment of  all
 personnel required to perform the Services to be rendered by EJB under  this
 Agreement shall be under the exclusive control of EJB.  All wages, salaries,
 benefits and other compensation  payable to each person  employed by EJB  to
 perform its  obligations  hereunder,  including,  but  not  limited  to  all
 federal,  state  and  local  withholding  taxes,  FICA  payments,   workers'
 compensation and  all other  items payable  in respect  of payroll,  medical
 coverage, vacations and pension plans, now in existence or hereafter adopted
 by EJB or imposed by any governmental authority (federal, state or local) or
 now or hereafter included in any  collective bargaining or union  agreements
 to  which  EJB  may  now  or  hereafter  be  a  party,  shall  be  the  sole
 responsibility of EJB.   If any  agent, independent  contractor, servant  or
 employee of  EJB is  held by  any  governmental entity,  for any  reason  or
 purpose, to be an employee, servant or agent of SSG, EJB shall indemnify and
 hold SSG,  and its  affiliates, officers  and  employees, harmless  for  all
 amounts (including reasonable attorneys' fees) SSG may be required to pay as
 a result of any order or ruling.


      9. Indemnification

      EJB does hereby agree to indemnify and hold SSG and its affiliates  and
 any director,  officer, employee  or agent  thereof (each  of the  foregoing
 being hereinafter referred to individually as "Indemnified Party")  harmless
 from and against  all liability  including but  not limited  to all  claims,
 damages, expenses, costs, judgments, and reasonable attorneys fees to  third
 parties arising  from or  in  connection with  the  violation of  any  third
 party's trade secrets, proprietary  information, trademarks, copyrights,  or
 patent rights  in connection  with the  performance of  Services under  this
 Agreement.  EJB shall indemnify and hold harmless SSG, SSG's affiliates  and
 their respective   directors, officers,  agents and  employees, against  and
 from any and all claims, actions, liabilities, and suits, whether groundless
 or otherwise, and against and from any and all liabilities, losses, damages,
 costs, charges, counsel fees,  and all other expenses,  of every nature  and
 character, based upon or arising out  of the performance by EJB of  Services
 hereunder, or in any way occasioned by, or arising out of the performance by
 EJB of Services hereunder, or in any way occasioned by, or arising from, the
 presence of EJB on SSG premises, or due to any  act or omission by EJB.   In
 the event that  any claim shall  (either during or  after the  term  of this
 Agreement) be instituted against SSG by reason of any of the foregoing, EJB,
 if SSG so requests, shall defend such claim at its sole expense by reputable
 counsel acceptable  to SSG.   This  indemnification provision  shall not  be
 released or waived  by reason  of any insurance  or surety  provided by  EJB
 under this Agreement.  EJB's obligation  to indemnify any Indemnified  Party
 will survive the expiration or termination of this Agreement by either party
 for any  reason.   The reference  to  EJB herein  shall  refer to  EJB,  its
 officers, directors, employees, agents and subcontractors.


      10. Confidentiality

      EJB acknowledges that it may create or receive manuals, catalogs, price
 lists, customer  lists,  new  product  information,  projections,  diagrams,
 models, previews, computer  software, and  other information  ("confidential
 information") to enable it to perform hereunder.  Accordingly, EJB agrees to
 protect and  safeguard the  confidential information,  disclose it  only  to
 those of its employees, agents or subcontractors who have a need to know the
 same and to protect the confidentiality thereof including but not limited to
 obtaining  enforceable  signed  written  nondisclosure  and   noncompetition
 agreements by such employees,  agents or subcontractors to  be bound by  the
 provisions  of  this   paragraph.    No   copies,  extracts,  summaries   or
 compilations of, or relating  to, such information may  be made without  the
 prior written consent of SSG.  EJB shall neither reverse engineer, decompile
 or otherwise seek to decipher any coding or technology, nor shall it  permit
 or assist others to do so.   A breach or  threatened breach of this  section
 may be enjoined or restrained without bond or proof of actual damages in any
 court having jurisdiction.  This Paragraph 10 shall survive the  termination
 of this Agreement.

      Upon expiration or earlier termination of this Agreement, as set  forth
 herein, EJB shall return to SSG all confidential information and all  copies
 thereof.


      11. Termination

      A.   SSG may terminate  this Agreement immediately  upon notice to  EJB
           for cause (such  as a breach  of this Agreement)  or in the  event
           that Ed Buccino  does not perform the Services on behalf of EJB.

      EJB shall  promptly  invoice  and SSG  shall  pay  for  all  authorized
 Services performed through the date of termination.


      12. Results Of Expiration Or Termination

      Upon the expiration or earlier termination of this Agreement, EJB shall
 promptly  return  to  SSG  all  inventory,  reports,  documents,   catalogs,
 literature, materials and  tangible property supplied  by SSG, all  material
 arising from the Services and all other confidential information and provide
 SSG with detailed documentation on the Software as of the date of expiration
 or earlier termination (collectively "information").  It is understood  that
 if any such  information belonging to  SSG is held  by officers,  directors,
 employees, agents  or subcontractors  of EJB,  EJB  covenants that  it  will
 ensure that  such  information shall  be  promptly  returned to  SSG.    EJB
 warrants and  represents that  upon hiring  officers, directors,  employees,
 agents or subcontractors to provide Services as set forth therein, EJB shall
 obtain such officers',  directors', employees',  agents' or  subcontractors'
 written agreement to the provisions of this paragraph.


      13. Assignment

      This Agreement  is personal  to EJB  and is  based upon  EJB's  claimed
 expertise, ability and reputation.   Neither this Agreement  nor any of  the
 rights  or  obligations  of  EJB  hereunder  may  be  assigned,   delegated,
 subcontracted, transferred  or conveyed  by operation  of law  or  otherwise
 without SSG's  prior  written  consent in  each  instance.  Each  successive
 assignment shall require SSG's prior written  consent,  which consent  shall
 not be unreasonably  withheld.  Assignment  shall not  release the  assignor
 from liability hereon.


      14. Compliance With Laws

      A.   EJB and SSG respectively shall obtain, and shall ensure that their
 employees, agents and subcontractors obtain,  at their respective sole  cost
 and expense, all necessary certificates, registrations, licenses and permits
 required by  any applicable  law, rule  or regulation  for each  to  operate
 respectively in  accordance  with  the  provisions  of  this  Agreement  and
 respectively shall  pay all  applicable duties,  taxes, fees  or  additional
 charges  (including  interest  and  penalties,  if  any)  required  by   all
 authorities in performance of their businesses.

      B.   EJB and  SSG shall  comply with  any and  all applicable  federal,
 state or local statutes and laws, and all rules and regulations  promulgated
 thereunder, relating  to  their  respective  performance  pursuant  to  this
 Agreement  including  but  not  limited  to,  laws,  rules  and  regulations
 regarding employee  compensation, hours  of work,  safety, equal  employment
 opportunity, nondiscrimination, working conditions  and other conditions  of
 employment.

      C.   At either EJB's or   SSG's request, from  time to time, the  other
 party shall  provide  adequate  assurance and  evidence  of  its  continuing
 compliance with this section.

      D.   EJB and  SSG  agree  to  indemnify the  other  from  any  and  all
 liability which  arise from  and shall  pay reasonable  attorneys' fees  and
 costs incurred as a result of any violation of their respective  obligations
 under this section.


      15. Trademarks

      EJB shall  use its  own name  in all  dealings.   It  may not  use  any
 trademarks or  tradenames or  rights to  use same  belonging to  SSG or  its
 subsidiaries or  affiliates  without SSG's  prior  written consent  in  each
 instance.


      16.  Copyright

      All ideas, written  materials, and other  developments or  improvements
 conceived and creation of  any work ("Work") by  EJB, alone or with  others,
 during the  term  of  this  Agreement, including  but  not  limited  to  all
 programs, coding,  routines,  algorithms, programming,  changes,  functions,
 formulas, etc., whether in progress or  completed that are within the  scope
 of the  Services  of this  Agreement  and are  for  SSG, are  the  sole  and
 exclusive property of SSG and that any and all patents, copyrights and trade
 secrets shall be owned by and belong to SSG.   EJB agrees to assist SSG,  at
 SSG's expense,  to obtain  copyrights or  any other  applicable  proprietary
 rights  ("rights")  on  any  such   ideas,  written  materials,  and   other
 developments, and agrees to execute all documents and do anything  necessary
 to obtain such rights in the name of SSG as requested by SSG.  It is  agreed
 that any  filing  fees  and  costs  for  such  rights  filings  specifically
 requested by SSG shall be paid by SSG.   EJB agrees that to the extent  that
 any Work is deemed by a Court not to be  the property of SSG, EJB agrees  to
 fully and exclusively assign all rights,  title and interest to the Work  to
 SSG including but not limited to full and complete copyright rights and  the
 right to copyright all Work.


      17. Miscellaneous

      A.   NON WAIVER; AMENDMENTS

      No delay  on  the  part  of  either party  in  exercising  any  of  its
 respective rights hereunder, nor the failure  to exercise the same, nor  the
 acquiescence in or waiver of a breach of any term, provision or condition of
 this Agreement shall be deemed or construed  to operate as a waiver of  such
 rights or acquiescence  thereto except in  the specific  instance for  which
 given.

      None of the terms, provisions or conditions of this Agreement shall  be
 deemed to have been waived, amended, modified or altered by any act,  course
 of conduct or knowledge of either party, its respective agents, servants  or
 employees, and the terms,  provisions and conditions  of this Agreement  may
 not be changed, waived, varied or modified except by a statement in  writing
 signed by the duly authorized representatives of both parties.

      B.   SURVIVAL

      Paragraphs 3B, 4, 8E, 9, 10, 12, 14,  15, 16, and 17 shall survive  the
 expiration or earlier termination of this Agreement.

      C.   NOTICES AND PROCESS

      Any notice or process shall be in  writing and shall be deemed to  have
 been duly given to EJB if the same is either delivered personally or is sent
 by registered or certified mail, return  receipt requested, to the  location
 set forth on the first page of this  Agreement or to such other location  as
 it may designate by a notice given in like manner.  In the case of notice or
 service of  process to  SSG, it  shall  be duly  given if  either  delivered
 personally or  is  sent by  registered  or certified  mail,  return  receipt
 requested to the Chief Financial Officer of  SSG with a copy to the  General
 Counsel at 1901 Diplomat Drive, Farmers Branch, Texas 75234 or to such other
 location as it may designate by a notice  given in like manner.  Notices  by
 counsel on behalf of a party shall be effective as if given by the party.

      D.   COMPLETE AGREEMENT

 This Agreement and that certain Confidentiality and Non-Disclosure Agreement
 dated March 9, 1998, by and  between SSG, EJB and Liz Rothenberg  supersedes
 any and all prior agreements or understandings, oral or written, express  or
 implied, and encompasses the entire  understanding between the parties  with
 respect to its subject matter.   There are no inducements,  representations,
 warranties, covenants,  agreements  or collateral  understandings,  oral  or
 otherwise, express or  implied, affecting this  Agreement not expressly  set
 forth herein.

      E.   NO THIRD PARTY BENEFICIARIES

      This Agreement  and the  rights and  obligations hereunder  do not  and
 shall not confer any rights to any third parties and no third parties  shall
 have any rights under this Agreement.

      F.   REMEDIES

      All remedies available to either party for breach of this Agreement are
 cumulative and may be exercised concurrently or separately; and the exercise
 of any one  remedy shall not  be deemed an  election of such  remedy to  the
 exclusion of other remedies.

      G.   SEVERABILITY

      If any provision of this Agreement shall to any extent  be finally held
 to  be  prohibited,  invalid  or  unenforceable  in  any  jurisdiction,  the
 remaining provisions  of  this Agreement  shall  remain in  full  force  and
 effect, and any  such prohibition, invalidation  or unenforceability  in any
 jurisdiction shall not invalidate or render unenforceable  such provision in
 any other jurisdiction.

      H.   NON-SOLICITATION

      During the term hereof, any renewal term(s) as provided herein and  for
 1 year after the  expiration or termination of  the term and any  subsequent
 renewals, SSG and EJB each shall not, and they shall not permit any of their
 employees, shareholders, officers, directors  or agents to, solicit,  entice
 or induce any current employee or person employed or engaged by the other to
 leave their employ and work for them or any subsidiary.


 SPORT SUPPLY GROUP, INC.           EJB DEVELOPMENT, INC.





 John P. Walker                     Edward J. Buccino

 President
 Date:  _____________________       Date: _______________________



<PAGE>


 Appendix B
 ----------
                                 Compensation

 The payment  for all  Services provided  under this  Agreement shall  be  as
 follows:

      1.  Services:  Payment  for the Services shall  be  $141,666 per  month
 on or before the 5th day of each month.

      2.   Services:   Payment for  Website Hosting  Support and  MAC  device
 Support shall be  $8,000 per month  on or before the 5th day of each month.

      3.  Additional Services:  Payment for any Additional Services shall  be
 at rates agreed to in writing by the parties.  Any Additional Services to be
 provided by EJB, over  and above the Services  set forth in this  Agreement,
 must be approved in advance and in writing by the MIS Steering Committee.

<PAGE>

                                  Appendix C
                                  ----------
                                  Insurance

      EJB shall purchase and maintain insurance satisfactory to Sport  Supply
 Group, Inc.   of the kinds  and in the  amounts specified  in the  following
 schedule, or in amounts required by  law, whichever is greater, and  furnish
 Sport Supply Group,  Inc.   with certificates  of insurance  making SSG  (as
 defined below) an Additional Insured as evidence thereof, in the  prescribed
 form prior to the commencement of services:


            SCHEDULE OF REQUIRED INSURANCE TO BE FURNISHED BY EJB
            -----------------------------------------------------

 (A)  Workers Compensation -  for statutory amounts in each state where
      --------------------    EJB employs personnel;



 (B)  Commercial General      including Products/Completed Operations,
      ------------------      Contractual and Personal Injury Liability
      Liability -             for Limits of $1,000,000 per Occurrence or
      ---------               Offense; $1,000,000 Products/Completed
                              Operations Annual Aggregate; $2,000,000
                              General Aggregate;

 (C)  Professional Liability  including Errors and Omissions, with
      ----------------------  limits of $250,000 per occurrence

 The Commercial General Liability insurance  will name SSG, its  subsidiaries
 and affiliates,  and the  directors,  officers, employees  and  stockholders
 thereof ("SSG")  as Additional  Insured for  all coverages  provided by  the
 policy except Contractual  Liability.  The  policy  will specify  that it is
 primary insurance  with respect  to the  coverage provided  to SSG  and  not
 subject to  contribution  by  any  insurance  SSG  may  maintain.   All  the
 foregoing policies will be endorsed to  state SSG (at the  address stated in
 this Agreement) will be provided thirty  (30) days prior written notice,  by
 the insurers, of any cancellation, refusal to renew, reduction in  limits of
 liability or restriction of terms or conditions of coverage.  Copies  of the
 endorsement to each policy, signed by  an authorized  representative of each
 insurer, will be provided  to SSG by EJB.   All of  such insurance shall  be
 issued by  insurance companies  with a  Best rating  of  A  or better  and a
 financial rating  of  Class VIII  or  better.   No  insurance shall  have  a
 deductible or self-insured retention of more than $10,000.