EXHIBIT 10.31


           NON-COMPETITION, CONFIDENTIALITY AND SEVERANCE AGREEMENT

      This Non-Competition,  Confidentiality  and Severance  Agreement  (this
 "Agreement") is  made as  of March  24, 1999,  by and  between Sport  Supply
 Group,  Inc.,   a   Delaware   corporation   ("Employer"),   and Mitch Labov
 ("Employee").


                                  RECITALS:

      WHEREAS, Employee has requested that Employer pay Employee a  specified
 severance amount if Employee  is terminated without  cause (as described  in
 Paragraph 1 below) by Employer;

      WHEREAS, Employer  has agreed  to the  severance arrangement  described
 herein so long as Employee  agrees to abide by  the terms and provisions  of
 this Agreement.

      WHEREAS, but for Employee's  promises and representations made  herein,
 Employer would not  have agreed  to the payment  of severance  as set  forth
 herein;

      NOW, THEREFORE, in consideration of the covenants and agreements of the
 parties herein contained, the parties to this Agreement agree as follows:

      1.   Severance.

      Employee acknowledges and agrees that Employee  is an employee at  will
 and may be  terminated by Employer  at any time  with or  without cause  (as
 described below).  Notwithstanding the  foregoing, in consideration for  the
 promises made by Employee  herein, including but  not limited to  Employee's
 agreement  regarding  non-competition  and  nondisclosure  of   Confidential
 Information below, Employer agrees as follows:  If Employee is terminated by
 Employer without cause, Employer agrees to pay Employee his then current bi-
 weekly salary (i.e., happening every two weeks) for a period of  twenty-four
 (24) bi-weekly  periods  from the  date  of termination  (less  all  amounts
 required to be deducted or withheld therefrom and all amounts owed or due by
 Employee to Employer).   In exchange for Employer's  agreement to make  such
 severance payments to Employee and other  promises made by Employer  herein,
 Employee agrees that upon the termination of his employment without cause he
 will sign  and deliver  to Employer  a  Release in  the  form of  Exhibit  A
 attached hereto.   If Employee  revokes the  Release pursuant  to Section  4
 thereof or otherwise, or  does not sign the  release, Employer shall not  be
 obligated to pay any severance to Employee.

      Employee acknowledges that he  shall not be  entitled to the  severance
 payments referenced above  (but he will continue to be obligated by all  the
 provisions that  survive termination  of this  Agreement, including  without
 limitation Sections 2, 3 and 4) if Employee (i) dies, (ii) resigns, (iii) is
 absent from employment or unable to satisfactorily perform his essential job
 functions, by reason of  physical or mental illness  or disability for  more
 than thirty (30) days in the aggregate  in any twelve (12) month period,  or
 (iv) is  terminated  for cause.    For the  purposes  of this  Agreement,  a
 discharge "for cause" shall mean a discharge resulting from a  determination
 by Employer  that  Employee:  (i) has  committed  a  crime  involving  moral
 turpitude, including fraud,  theft or embezzlement;  (ii) has failed  and/or
 refused to follow the policies, practices, directives, or orders established
 by  Employer's  Board  of  Directors;  (iii) has  committed  acts  of  gross
 negligence or  misconduct  to  the  detriment  of  Employer;  (iv) has  been
 insubordinate  and/or  has  persistently   failed  to  perform  his   duties
 hereunder; or  (v) has breached  any  of the  terms  or provisions  of  this
 Agreement (including, but  not limited  to, a breach  of Section 2,  3 or  4
 hereof).

      Except as set forth in this Section and/or required by federal or state
 law, Employer will   have no  other obligations to  Employee if Employee  is
 terminated with or without cause.

 2.   Confidentiality

      (a)  In  exchange for  and in consideration  for the  promises made  by
 Employee   herein,   including   promises   made   by   Employee   regarding
 noncompetition in  Section  3 herein  as  well as  Employee's  agreement  to
 execute the  attached Release  in the  event  of Employee's  discharge  from
 employment without cause, Employer promises  and agrees to provide  Employee
 with  confidential,  nonpublic   information  (in  addition   to  any   such
 information previously obtained by Employee in the course of his employment)
 consistent  with  the  duties  of  an  individual  in  Employee's  position,
 including but not limited to Employer's customer, supplier, and  distributor
 lists, trade secrets, plans, manufacturing techniques, sales, marketing  and
 expansion strategies, and  technology and processes  of Employer and/or  its
 affiliates, as they may exist from time to time, and information  concerning
 the  products,  services,  production,   development,  technology  and   all
 technical information,  procurement  and sales  activities  and  procedures,
 promotion and pricing  techniques and credit  and financial data  concerning
 customers of, and suppliers to, Employer and/or its Affiliates (referred  to
 hereinafter as "Confidential Information").  Employee acknowledges that such
 Confidential Information constitutes valuable, special and unique assets  of
 the Employer   and  that his  access to  and knowledge  of the  Confidential
 Information is  essential  to  the performance  of  his  duties  under  this
 Agreement.  In consideration for Employer's promises herein, Employee agrees
 that all Confidential Information previously  provided or known to  Employee
 in the course  of his  employment with  Employer and  all such  Confidential
 Information made available and provided to Employee pursuant to the terms of
 this Agreement will be considered Confidential Information owned by Employer
 and Employee agrees  that Employee  will not  (i) disclose any  Confidential
 Information to  any person  or  entity other  than  in connection  with  his
 employment for Employer in accordance  with Employer's policy, or  (ii) make
 use of any Confidential Information for his own purposes or for the  benefit
 of any  other person  or  entity, other  than  Employer.   Employee  further
 represents and warrants that, on or prior to the date of this Agreement,  he
 has not (i) disclosed any Confidential  Information to any person or  entity
 other than in connection with his employment for Employer in accordance with
 Employer's policy or (ii) made use of  any Confidential Information for  his
 own purposes or for the  benefit of any other  person or entity, other  than
 Employer.

      (b)  Employee acknowledges  and  agrees  that  all  manuals,  drawings,
 blueprints,  letters,   notes,   notebooks,   reports,   financial   records
 (including, without  limitation,  budgets,   business  plans  and  financial
 statements), computers,  computer equipment,  computer disks,  hard  drives,
 electronic storage devices, books, procedures, forms, documents, records  or
 paper, or  copies  thereof, pertaining  to  the operations  or  business  of
 Employer made or received  by Employee or made  known to him  in any way  in
 connection with his  employment and any  other Confidential Information  are
 and will be the exclusive property of Employer.  Employee agrees not to copy
 or remove any of  the above from  the premises and  custody of Employer,  or
 disclose the contents thereof  to any other person  or entity except in  the
 ordinary course of business consistent  with Employer's policies.   Employee
 acknowledges that all such papers and  records will at all times be  subject
 to the control of Employer, and  Employee agrees to surrender the same  upon
 request of Employer, and will surrender  such no later than any  termination
 of his employment with Employer, whether voluntary of involuntary.

 3.   Non-Compete Covenant.

      Employee acknowledges that the Confidential Information specified above
 is valuable  to  the  Employer  and  that,  therefore,  its  protection  and
 maintenance constitutes  a  legitimate  interest  to  be  protected  by  the
 Employer by the enforcement of this  covenant not to compete. Therefore,  in
 consideration for the promises  made by Employer  herein, including but  not
 limited to Employer's promises regarding  the payment of severance  benefits
 set forth in  Section 1 and  the provision of  Confidential Information  set
 forth in Section 2 herein, Employee  covenants and agrees that,  (i)  during
 the term of his employment by the Employer (or an affiliate of Employer) and
 (ii) for a period commencing upon  the termination of Employee's  employment
 by Employer  (or  an affiliate  of  Employer)  and ending  upon  the  second
 anniversary thereof,  Employee will not,  directly or indirectly, either  as
 an individual or  as an  employer, employee,  consultant, partner,  officer,
 director, shareholder,  substantial investor,  trustee, agent,  advisor,  or
 consultant or in  any other  capacity whatsoever,  of any  person or  entity
 (other than the Employer):

           (a)  conduct or assist  others in conducting  any business in  any
 market area  in  the United  States  related to  the  promotion,  marketing,
 distribution, manufacturing,  sourcing, importing,  bidding and/or  sale  of
 sports  related  equipment  and/or   supplies  to  institutional   customers
 (including,    without    limitation,    schools,    government    agencies,
 municipalities, military facilities,  athletic clubs,  youth sport  leagues,
 recreational organizations,  sporting  goods  dealers, etc.)  or  any  other
 business that generates more than 10% of Employer's revenues at the time  of
 termination (the "Employer's Business");

           (b)  recruit, hire, assist others in recruiting or hiring, discuss
 employment with or refer to others for employment (collectively referred  to
 as "Recruiting Activity") any person who is, or within the twenty-four  (24)
 month period immediately preceding the date of any such Recruiting  Activity
 was, at any time, an employee  of, or a consultant  to, the Employer or  its
 affiliates; or

           (c)  (i) communicate  to any  competing entity  or enterprise  any
 competitive    non-public  information  concerning  any  past,  present   or
 identified prospective client or customer of,  or supplier to, Employer;  or
 (ii) call on, solicit or hire or attempt to call on, solicit or hire any  of
 the customers,  suppliers,  clients,  licensors,  licensees,  manufacturers,
 distributors, dealers or independent salespersons of the Employer or any  of
 its affiliates which are engaged in the Employer's Business or that  conduct
 business with Employer in the United States; or induce, attempt to induce or
 assist any  other person  or entity  in inducing  or attempting  to  induce,
 directly or  indirectly,  any  such customer,  supplier,  client,  licensor,
 licensee, manufacturer, dealer,  distributor or  independent salesperson  to
 discontinue their relationship with the Employer or its affiliates.

      The existence  of any  claim or  cause of  action of  Employee  against
 Employer, or  any officer,  director, or  shareholder of  Employer,  whether
 predicated on this Agreement or otherwise, shall not constitute a defense to
 the enforcement by Employer of the  covenants of Employee contained in  this
 Section 3.  In addition, the provisions of this Section 3 shall continue  to
 be binding upon Employee in accordance  with its terms, notwithstanding  the
 termination of Employee for any reason.

      If Employee  violates any  covenant contained  in  this Section  3  and
 Employer brings legal action for injunctive or other relief, Employer  shall
 not, as a result of the time  involved in obtaining the relief, be  deprived
 of the benefit of the  full period of any  such covenant.  Accordingly,  the
 covenants of Employee contained in this Section   3 shall be deemed to  have
 durations as specified above, which periods shall commence upon the later of
 (i) the termination  of Employee's employment  with Employer,  and (ii)  the
 date of  entry  by  a court  of  competent  jurisdiction of  a  final,  non-
 appealable judgment enforcing the covenants of  Employee in this Section  3.
 During any period of time  in which Employee is  in breach of this  covenant
 not to compete,  the parties  agree that the  time period  of this  covenant
 shall be extended for an amount of time that Employee is in breach hereof.

      Employee understands  and  agrees  that  the  scope  of  this  covenant
 contained in this Section 3 is reasonable as to time, area, and persons  and
 is necessary to protect the proprietary and legitimate business interests of
 the Employer, and but for such  covenant the Employer would not have  agreed
 to enter into  the transactions contemplated  by this  Agreement.   Employee
 agrees that this  covenant is reasonable  in light of  the compensation  and
 other benefits Employee  has accepted  pursuant to  this Agreement.   It  is
 further agreed that such covenant will be regarded as divisible and will  be
 operative as to  time, area, and  persons to the  extent that it  may be  so
 operative.  If any part of this Section is declared invalid,  unenforceable,
 or void as to time, area, or persons, the validity and enforceability of the
 remainder will not be  affected.  Should a  court of competent  jurisdiction
 determine this covenant unenforceable as written, the parties agree that the
 court shall  modify  this  covenant  to the  extent  necessary  to  make  it
 enforceable.  The alleged  breach of any other  provision of this  Agreement
 asserted by  Employee  shall  not  be  a  defense  to  claims  arising  from
 Employer's enforcement of this covenant.

      The provisions of Sections 1, 2,  3 4, 5,  6,  10 and 12 shall  survive
 any termination or expiration of this Agreement.

      4.   Proprietary Information.     Employee  hereby assigns to  Employer
 all of Employee's right, title and interest to, and shall promptly  disclose
 to Employer,  all  ideas,  inventions, products,  services,  discoveries  or
 improvements (whether or  not patentable) conceived  or developed solely  or
 jointly by Employee during  the term of this  Agreement (a) which relate  to
 the business  or  the  actual or  anticipated  research  or  development  of
 Employer, (b) which result from any work performed by Employee for Employer,
 or (c) for which equipment, supplies, facilities or Confidential Information
 of Employer was  used.   Employee agrees  to execute  any further  documents
 and/or patents that Employer requests and will otherwise assist Employer (at
 Employer's  expense)  in  protecting   Employer's  rights  to  such   ideas,
 inventions, products,  services,  discoveries  or  improvements.    Employee
 hereby appoints  Employer  as  his  attorney-in-fact,  with  full  power  of
 substitution, to execute and deliver such documents or patents on behalf  of
 Employee.  Employee represents to Employer  that Employee has not  conceived
 or  reduced  to   practice  any  ideas,   inventions,  products,   services,
 discoveries or improvements at the time of signing this Agreement.

      5.   Injunctive Relief.    Each party acknowledges that a remedy at law
 for any breach  or attempted breach  of this Agreement  will be  inadequate,
 agrees that  each  party  will  be  entitled  to  specific  performance  and
 injunctive and other  equitable relief in  case of any  breach or  attempted
 breach and agrees not  to use as a  defense that any  party has an  adequate
 remedy at law.  This Agreement shall be enforceable in a court of equity, or
 other tribunal with jurisdiction, by a  decree of specific performance,  and
 appropriate injunctive relief may be applied  for and granted in  connection
 herewith.  Such remedy shall  not be exclusive and  shall be in addition  to
 any other remedies now or hereafter existing at law or in equity, by statute
 or otherwise.  No delay  or omission in exercising  any right or remedy  set
 forth in this Agreement shall  operate as a waiver  thereof or of any  other
 right or remedy and no single or partial exercise thereof shall preclude any
 other or further  exercise thereof  or the exercise  of any  other right  or
 remedy.

      6.   Binding Nature.     The rights and  obligations of Employer  under
 this Agreement will inure  to the benefit  of and will  be binding upon  the
 successors and assigns of Employer.

      7.   Confidentiality.  Employee   further agrees to  keep the terms  of
 this Agreement    wholly and  completely  confidential.   Further,  Employee
 agrees not to  disclose the amount,  terms, substance, or  contents of  this
 Agreement  to  any  person  or  persons,  excluding  only  his  spouse,  his
 attorneys, his  tax  advisors and  any  government  agency to  which  he  is
 required by law to reveal the terms of this Agreement.

      8.   Severability.   If any provision of this Agreement is declared  or
 found to be illegal, unenforceable or void,  in whole or in part, then  both
 parties will be relieved  of all obligations  arising under such  provision,
 but only to the extent it is illegal, unenforceable or void.  The intent and
 agreement of the parties  to this Agreement is  that this Agreement will  be
 deemed amended by modifying and/or reforming any such illegal, unenforceable
 or void provision to the extent  necessary to make it legal and  enforceable
 while preserving its  intent, or if  such is not  possible, by  substituting
 therefor another provision that  is legal and  enforceable and achieves  the
 same objectives.  Notwithstanding  the foregoing, if  the remainder of  this
 Agreement will not be affected by such declaration or finding and is capable
 of substantial  performance, then  each provision  not so  affected will  be
 enforced to the extent permitted by law.

      9.   Waiver.    No delay or omission by either party to this  Agreement
 to exercise any right or power  under this Agreement will impair such  right
 or power or be  construed as a waiver  thereof.  A waiver  by either of  the
 parties to this Agreement  of any of  the covenants to  be performed by  the
 other or any  breach thereof will  not be construed  to be a  waiver of  any
 succeeding breach  thereof  or  of any  other  covenant  contained  in  this
 Agreement.  All remedies provided for  in this Agreement will be  cumulative
 and in addition to and not in lieu of any other remedies available to either
 party at law, in equity, or otherwise.

      10.  Governing Law.    This Agreement will be governed by and construed
 in accordance with the laws of the  State of Texas without giving effect  to
 any principle of conflict-of-laws that would require the application of  the
 law of any other jurisdiction.

      11.  Notices.  For purposes  of this Agreement,  notices and all  other
 communications provided for in this Agreement shall be in writing and  shall
 be deemed to have been duly given when delivered or mailed by United  States
 registered mail,  return receipt  requested, postage  prepaid, addressed  as
 follows:

      If to Employee:                      If to Employer:
      Conlin Bros., Inc.                   Sport Supply Group, Inc.
      Attention: Mitch Labov               Attention: Chief Executive Officer
      [ deleted for confidentiality ]      1901 Diplomat Drive
                                           Farmers Branch, Texas  75234

 or to such other address as either party may have furnished to the other  in
 writing in accordance  herewith, except that  notices of  change of  address
 shall be effective only upon receipt.

      12.  Submission to Jurisdiction.   Each   party   agrees   that    this
 Agreement is  performable in  Dallas, Dallas  County,  Texas, and  that  any
 action or proceeding arising out of or related in any way to this  Agreement
 shall be brought  solely in  a court  of competent  jurisdiction sitting  in
 Dallas, Dallas county, Texas.  All parties hereto hereby irrevocably  submit
 to the nonexclusive  jurisdiction of  the state  and federal  courts of  the
 State of Texas and  agree and consent  that service of  process may be  made
 upon it  in any  proceeding arising  out  of this  Agreement by  service  of
 process as provided  by Texas law.   All parties  hereto hereby  irrevocably
 waive, to the fullest  extent permitted by law,  any objection which it  may
 now or  hereafter  have to  the  laying of  venue  of any  suit,  action  or
 proceeding arising  out of  or relating  to this  Agreement brought  in  the
 District Court of  Dallas County, State  of Texas, or  in the United  States
 District Court  for  the Northern  District  of Texas,  and  hereby  further
 irrevocably waive  any  claims that  any  such suit,  action  or  proceeding
 brought in any such court has been brought in an inconvenient forum.

      13.  Counterparts.    This  Agreement   may  be  executed  in   several
 counterparts, each of which  shall be deemed  to be an  original but all  of
 which together will constitute one and the same instrument.

      14.  Assignment.    The rights and obligations of Employer may, without
 the consent of Employee, be assigned by Employer to any parent,  subsidiary,
 affiliate, or successor  of Employer.   Employee may not  assign any of  his
 rights or obligations under this Agreement.

      15.  Entire  Agreement.    This  Agreement  (along  with  the  Exhibit)
 constitutes the entire agreement between the parties to this Agreement  with
 respect  to  the  subject  matter  of  this  Agreement  and  there  are   no
 understandings or agreements relative to this Agreement which are not  fully
 expressed in this Agreement and the  Exhibit.  All prior or  contemporaneous
 agreements between the parties  with respect to the  subject matter of  this
 Agreement being expressly superseded by this Agreement and the Exhibit.   No
 change, waiver,  or discharge  of this  Agreement will  be valid  unless  in
 writing and  signed by  the  party against  which  such change,  waiver,  or
 discharge is to be enforced.

      16.  Attorneys' Fees.    If any action at law or in equity is necessary
 to enforce or interpret  the terms of this  Agreement, the prevailing  party
 shall be entitled to receive from the other its reasonable attorneys'  fees,
 costs, and necessary disbursements in addition to any other relief to  which
 such party may be entitled.

      IN WITNESS WHEREOF,  the parties to  this Agreement  have executed  and
 delivered this Agreement on the date first above written.

                               EMPLOYER:

                               SPORT SUPPLY GROUP, INC.


                               By:
                               ---------------------------------------
                               John P. Walker
                               President, Chief Operating Officer
                               and Chief Financial Officer

                               EMPLOYEE:


                               ---------------------------------------
                               Mitch Labov


<PAGE>

                                                           EXHIBIT A

                                   RELEASE

      This  Release  (this   "Agreement")  is  made   and  entered  into   on
 ____________, ___  (the "Effective Date") by and between Sport Supply Group,
 Inc., a Delaware corporation (the "Company") and Mitch Labov  ("Labov").

      WHEREAS,   the  Company  and Labov  entered  into  that  certain   Non-
 Competition, Confidentiality and  Severance Agreement dated  March 24,  1998
 (the "Severance Agreement").

      WHEREAS,  Labov's  execution  and  delivery  of  this  Agreement  is  a
 condition precedent  to  Labov being  paid  pursuant  to the  terms  of  the
 Severance Agreement.

      NOW, THEREFORE, for  good and valuable  consideration, the receipt  and
 sufficiency of which are hereby acknowledged, the Company and Labov agree as
 follows:

 1.   Covenants and Agreements of Labov.  Labov acknowledges and agrees  that
      the  consideration  he  has  accepted  and  received  pursuant  to  the
      Severance Agreement is not otherwise due to him.  In consideration  for
      the  compensation  in   the  Severance  Agreement,   the  receipt   and
      sufficiency of which  are hereby acknowledged,  Labov  voluntarily  and
      knowingly:

      a.Nondisparagement of Company.   Agrees that after the date hereof,  he
        will not say,  publish or do anything that  casts the Company or  any
        of   the  Company's   affiliates  (including,   without   limitation,
        successors, assigns, officers,  directors, or employees), any of  its
        products or the industry or management  of the Company or any of  the
        Company's affiliates in an unfavorable light, or disparage or  injure
        the Company's or any of the Company's affiliate's goodwill,  business
        reputation  or relationship  with  existing or  potential  suppliers,
        vendors,  customers,   employees,  contractors,   investors  or   the
        financial  community  in   general,  or  the  goodwill  or   business
        reputation  of the  Company's or  any  of the  Company's  affiliates'
        employees,  former  employees, officers,  directors,  consultants  or
        contractors.   Notwithstanding  the foregoing,  nothing herein  shall
        prohibit Labov  from truthfully testifying  in a hearing,  deposition
        or  other legal  proceeding in  which Labov  could be  criminally  or
        civilly sanctioned for the failure to respond truthfully.

      b.Release.  Hereby   waives,  releases  and   forever  discharges   and
        covenants  not   to  sue   the  Company   and/or  its   predecessors;
        successors; partners; affiliates, parents, or subsidiaries;  assigns,
        employee  retirement,  health  and  welfare  benefit  plans  and  the
        fiduciaries  thereof;  officers;  administrators;  employees;  former
        employees;   directors;  trustees;   shareholders;   representatives;
        attorneys;  and  agents,  from  all  claims,  liabilities,   demands,
        actions,  or  causes  of action,  in  contract,  tort  or  otherwise,
        including  but not  limited to  all  wrongful discharge  claims,  all
        tort, intentional tort, personal injury, negligence, defamation,  and
        contract claims, any claim for attorneys' fees, or any claim  arising
        from  any federal,  state or  local  civil rights  and/or  employment
        legislation (including  but not  limited to  Title VII  of the  Civil
        Rights Act of 1964, as amended  by the Civil Rights Act of 1991,  the
        Age  Discrimination in  Employment Act  of 1967,  the Americans  with
        Disabilities  Act, and  any claim  for  benefits, including  but  not
        limited  to  those  arising  under  the  Employee  Retirement  Income
        Security Act  of 1974 ("ERISA")),  known or  hereafter discovered  by

        Labov, on account  of or connected with  or growing out of,  directly
        or indirectly,  Labov's employment and  termination   thereof or  any
        act or omission by the Company  or its agents occurring on or  before
        the  Effective  Date.     By  execution  hereof,  Labov   represents,
        covenants,  and warrants  that no  claims released  or waived  herein
        have  been  previously conveyed,  assigned,  or  transferred  in  any
        manner,  whether in  whole or  in part,  to any  persons, entity,  or
        other third party.   Labov expressly represents that he is  competent
        and authorized to release and/or waive any claim he may have  against
        the Company on any basis whatsoever.

      c.Acknowledgment.  Acknowledges that as of Effective Date: (i)  Labov's
        employment by  the Company  is lawfully  and voluntarily  terminated;
        (ii)   Labov has received  all due and  owing pay for  all labor  and
        services performed by him for the Company; (iii)  he has received  or
        been  compensated  for   all  salary,  vacation  time,  sick   leave,
        compensatory  time, reimbursable  expenses, car  allowance,  personal
        injuries,  bonuses,  profit-sharing,  retirement,  health,   welfare,
        pension, all rights under all employee benefits to which he may  have
        been  entitled as  of the  Effective  Date; (iv)   he  will  promptly
        reimburse the  Company for all personal  expenses incurred by  Labov,
        including, without limitation, travel advances; and (v) there are  no
        other  agreements, whether  written or  oral, between  Labov and  the
        Company, other  than certain Stock Option  Agreements that Labov  may
        have,  and the  Severance Agreement.   The  options governed  by  the
        Stock Option  Agreements, if any,  may be exercised  for a period  of
        one-hundred twenty (120)  days after the Effective Date;  thereafter,
        the Stock Option  Agreements will be deemed  to be terminated and  of
        no further force or effect.

      d.Transition.   Agrees  to  cooperate and  assist  the Company  in  the
        training of  Labov's successor  during the  period of  time in  which
        Labov is being paid pursuant to the Severance Agreement.


 2.   Conditions.   It  is  expressly understood  that  the  obligations  and
      agreements of the Company pursuant to this Agreement and the  Severance
      Agreement are expressly subject to the continuing performance by  Labov
      of the obligations,  covenants and agreements  assumed by him  pursuant
      hereto.  In the  event the Company's Board  of Directors in good  faith
      determines Labov breached  any representation,  agreement, covenant  or
      obligation  contained  herein  or  in  said  Severance  Agreement,  the
      agreements, covenants and  obligations of the  Company pursuant  hereto
      and the Severance Agreement shall terminate and be of no further  force
      or effect, without prejudice  to any other right  the Company may  have
      hereunder to performance of the  agreements and obligations assumed  by
      Labov hereunder and the Severance Agreement.

 3.   Return of  Property. Labov  further agrees  to  return to  the  Company
      (Attention:  President),   simultaneously  with the  execution of  this
      Agreement, all  computers, computer  disks  or other  magnetic  storage
      data, facsimile  machines,  telephones, credit  cards,  calling  cards,
      keys, security  codes, and  other property  of the  Company in  Labov's
      possession or control  and all documents,  records, notebooks,  mailing
      lists, business proposals, contracts, agreements and other repositories
      containing information concerning the Company or its business,  whether
      copies or originals (including but  not limited to all  correspondence,
      client and/or customer lists,  vendor agreements, minutes or  agenda(s)
      for any meeting,  hand-written notes, journals,  computer printouts  or
      programs, office memoranda, other tangible items or materials).

 4.   Revocation of this  Agreement.  Labov  further acknowledges and  agrees
      that he has the right to discuss  all aspects of this Agreement with  a
      private attorney, and  that he has  done so to  the extent he  desires.
      Labov acknowledges and understands that he has twenty-one (21) days  to
      sign this Agreement after receipt of it in order to fully consider  all
      of its terms.   Labov further  acknowledges and  understands that  this
      Agreement may be revoked by him  in writing within seven (7) days  from
      the date  he  signs  it,  and that  this  Agreement  shall  not  become
      effective or enforceable until  eight (8) days  after Labov has  signed
      this Agreement.

 5.   Full and Final Settlement.  This  Agreement is contractual, not a  mere
      recital, and is a full and final settlement of any and all claims  each
      party hereto may have against the other and its affiliates on any basis
      whatsoever, and shall  be binding on  the each party  hereto and  their
      heirs, personal representative(s), estate, successors and assigns.

 6.   Entire  Agreement.      This  Agreement  and  the  Severance  Agreement
      constitute the  entire understanding  Labov has  with the  Company  and
      supersedes  any   previous  agreements   (other  than   the   Severance
      Agreement), whether oral or written, between the Company and Labov.  No
      other promises  or agreements  regarding the  matters addressed  herein
      shall be binding unless they are in writing and signed by Labov and the
      Company.

 7.   No Continuing  Waiver.   No waiver  of any  of the  provisions of  this
      Agreement shall be  deemed or shall  constitute a waiver  of any  other
      provisions, whether or not similar, nor  shall any waiver constitute  a
      continuing waiver.   Any waiver must  be in writing  and signed by  the
      party entitled to performance.

 8.   Attorneys' Fees.  If any civil action, whether at law or in equity,  is
      necessary to enforce or interpret any  of the terms of this  Agreement,
      the prevailing party shall be  entitled to reasonable attorneys'  fees,
      court costs and other reasonable expenses of litigation, in addition to
      any other relief to which such party may be entitled.

 9.   Confidentiality.   Labov  further agrees  to  keep the  terms  of  this
      Agreement  and   the   Severance  Agreement   wholly   and   completely
      confidential.  Further, Labov agrees not to disclose the amount, terms,
      substance, or contents of this Agreement or the Severance Agreement  to
      any person or persons,  excluding only his  spouse, his attorneys,  his
      tax advisors and any government agency  to which he is required by  law
      to reveal the terms of this  Agreement or the Severance Agreement.   In
      addition,  Labov  agrees  not  to  use  or  disclose  any  Confidential
      Information as defined in the Severance Agreement.

 10.  Injunctive Relief.  Each  party acknowledges that a  remedy at law  for
      any breach or attempted  breach of this  Agreement will be  inadequate,
      agrees that each  party will be  entitled to  specific performance  and
      injunctive and  other  equitable  relief  in  case  of  any  breach  or
      attempted breach and agrees not to use as a defense that any party  has
      an adequate remedy at  law.  This Agreement  shall be enforceable in  a
      court of equity, or  other tribunal with jurisdiction,  by a decree  of
      specific performance, and appropriate injunctive relief may be  applied
      for and  granted in  connection herewith.   Such  remedy shall  not  be
      exclusive and  shall  be in  addition  to  any other  remedies  now  or
      hereafter existing at law  or in equity, by  statute or otherwise.   No
      delay or omission in exercising any  right or remedy set forth in  this
      Agreement shall operate as  a waiver thereof or  of any other right  or
      remedy and no  single or partial  exercise thereof  shall preclude  any
      other or further exercise thereof or the exercise of any other right or
      remedy.

 11.  Governing Law.   This Agreement will  be governed by  and construed  in
      accordance with the laws of the State of Texas without giving effect to
      any principle of conflict-of-laws that would require the application of
      the law of any other jurisdiction.

 12.  Submission to Jurisdiction.  Each party  agrees that this Agreement  is
      performable in Dallas,  Dallas County, Texas,  and that  any action  or
      proceeding arising out  of our  related in  any way  to this  Agreement
      shall be brought solely in a court of competent jurisdiction sitting in
      Dallas, Dallas County,  Texas.  All  parties hereto hereby  irrevocably
      submit to the nonexclusive jurisdiction of the state and federal courts
      of the State of Texas and agree and consent that service of process may
      be made upon  it in  any proceeding arising  out of  this Agreement  by
      service of process as provided by Texas law.  All parties hereto hereby
      irrevocably  waive,  to  the  fullest  extent  permitted  by  law,  any
      objection which it may now or hereafter have to the laying of venue  of
      any suit,  action or  proceeding arising  out of  or relating  to  this
      Agreement brought  in the  District Court  of Dallas  County, State  of
      Texas, or in the United States District Court for the Northern District
      of Texas, and hereby further irrevocably waive any claims that any such
      suit, action or proceeding brought in  any such court has been  brought
      in an inconvenient forum.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement  on
      ___________,_______.


 SPORT SUPPLY GROUP, INC.


 By: _____________________________________    _______________________________
 Name:  John P. Walker                        Mitch Labov
 Title: President, Chief Operating Officer
        and Chief Financial Officer