<PAGE>                  
                  CONSULTING AND SEPARATION AGREEMENT

     This CONSULTING  AND SEPARATION  AGREEMENT (this  "Agreement"') is
made and entered into on August 13, 1998 to be effective as of July 28,
1998 (the "Effective Date"') by and between Sport Supply Group, Inc., a
Delaware  corporation   (the  "Company")  and   Peter S. Blumenfeld
("Blumenfeld").

     WHEREAS, the  Company and  Blumenfeld  entered into  the  following
agreements:  (i) Employment Agreement dated as of February 28, 1991, as
amended by  Amendment  No.  1  to  Employment  Agreement  and  Severance
Agreement dated January 23, 1997 to be effective as of December 11, 1996
(the "Employment  Agreement");  (ii)  Severance Agreement  dated  as  of
February 28, 1991, as amended by Amendment No. 1 to Employment Agreement
and Severance Agreement  dated January 23,  1997 to be  effective as  of
December 11, 1996 (the "Severance  Agreement"); and (iii) several  Stock
Option Agreements,  as amended,  the terms  of which  are summarized  on
Exhibit  A  attached  hereto   (the  "Stock  Option  Agreements");   the
Employment Agreement, Severance  Agreement and  Stock Option  Agreements
are collectively referred to herein as the "Blumenfeld Agreements").

     WHEREAS, except  as otherwise  set forth  herein, the  Company  and
Blumenfeld desire to  terminate (i) their  relationship as employer  and
employee, respectively, and  (ii) the Blumenfeld  Agreements, and  enter
into this Agreement.

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

1.   Resignation.  Blumenfeld hereby resigns as an officer, director and
employee of the Company and Athletic Training Equipment Company, Inc., a
Delaware  corporation  and  wholly-owned   subsidiary  of  the   Company
("ATEC"), effective upon the Effective Date.

2.   Consulting  Agreement.    Blumenfeld   hereby  agrees  to   provide
consulting services to the Company pursuant to the following terms:
<PAGE>
     a.   Extent of Services.   Blumenfeld agrees to provide  consulting
services up to 40  hours per month  to the Company  from August 1,  1998
through July 31, 2000 (the "Consulting Period") and shall report to  the
Company's senior  executive  officers.   During  such  time,  Blumenfeld
agrees to promptly respond  to all reasonable business-related  requests
from the Company's senior executive officers, and perform such duties or
responsibilities as are  reasonably requested  by any  of the  Company's
senior executive officers, including  without limitation, assisting  the
Company in  all  of  its  current  and  future  litigation  proceedings.
Blumenfeld further acknowledges and agrees that  he is not and will  not
represent himself  as an  agent of  the Company  or its  Affiliates  (as
defined in Section  22 below) and  shall have no  authority to bind  the
Company or  its  Affiliates in  any  manner without  the  prior  written
authorization of a senior executive officer of the Company.   Blumenfeld
further agrees  to  uphold his  duty  of  loyalty to  the  Company,  its
management, and  its  business  and  proprietary  interests  during  the
Consulting Period.   The  temporary inability  of Blumenfeld  to  render
services to the Company by reason of other employment, vacation, partial
or permanent disability or incapacity shall not constitute a failure  by
Blumenfeld to perform his obligations hereunder and shall not be  deemed
a breach or default by him hereunder, so long as Blumenfeld responds  to
the Company's request  and provides  such consulting  services within  a
reasonable period of time thereafter.

     b.   Compensation.    As  compensation   for  the  performance   of
Blumenfeld's services as a consultant hereunder on a monthly basis,  the
Company shall pay Blumenfeld an amount equal to $25.00 per hour for each
hour  of  consulting  services   actually  rendered  by  Blumenfeld   in
accordance  with   the  terms   of  this   Agreement  (the   "Consulting
Compensation"). The Consulting Compensation  will accrue and be  payable
to Blumenfeld  in arrears  on a  monthly basis  in accordance  with  the
payroll practices of the Company in effect from time to time during  the
Consulting Period, less such amounts required to be withheld or deducted
therefrom.  In addition, the Company  will reimburse Blumenfeld for  his
reasonable travel  and business  expenses  incurred in  connection  with
providing consulting  services  hereunder  and in  accordance  with  the
Company's policy  on  travel and  entertainment,  a copy  of  which  has
previously been provided to  Blumenfeld.  All  requests for payment  and
reimbursement shall be in writing and supported by invoices, receipts or
similar documentation, and  shall otherwise  be in  compliance with  the
Company's policy regarding reimbursement.

3.   Other Benefits.    Subject to  the  terms and  conditions  of  this
Agreement, the  Company  will  provide  Blumenfeld  with  the  following
(``  Other Benefits''):

     a.   Cash Payments.   The Company will  pay Blumenfeld  twenty-four
(24) equal monthly installments of $9,709.73 no later than the last  day
of each calendar month, with the first payment being made on August  31,
1998 and  the  last payment  being  made  on July  31,  2000;  provided,
however, such payments shall cease upon  the earlier of the  termination
of this Agreement, Blumenfeld's death or as provided in Section 5 below.

     b.   Automobile.    Blumenfeld may use  his Company  car until  the
earlier of the expiration date of the lease (December 18, 1998) or until
the Company requests  Blumenfeld to  return the  car, at  which time  he
agrees to return such car and  all property relating thereto  (including
the keys) in clean  and good working condition  to the Manager of  Human
Resources within 5 days of the Company's request.
<PAGE>
4.   Covenants and Agreements  of Blumenfeld.   Blumenfeld  acknowledges
and agrees that the Other Benefits set forth in Section 3 hereof and the
other consideration  he  has  accepted and  received  pursuant  to  this
Agreement are  not otherwise  due  to him.    In consideration  for  the
payments  and  other  consideration  reflected  in  Section  3  of  this
Agreement, the receipt and sufficiency of which are hereby acknowledged,
Blumenfeld 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 its  Affiliates,   any of  its products  or the  industry  or
management of the  Company or any  of its Affiliates  in an  unfavorable
light, or disparage or  injure the Company's or  any of its  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  its  Affiliate's  employees,  officers,
directors, consultants or contractors.   Notwithstanding the  foregoing,
nothing herein  shall  prohibit  or hinder  Blumenfeld  from  truthfully
testifying in a hearing, deposition or  other legal proceeding in  which
Blumenfeld 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, gross 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 Texas Commission  on Human Rights Act,  the Texas Payday  Act,
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 Blumenfeld,  on account  of  or connected  with  or growing  out  of,
directly or indirectly, Blumenfeld's employment and resignation  thereof
or any act  or omission by  the Company or  its agents  occurring on  or
before the Effective Date.  By execution hereof, Blumenfeld  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.   Blumenfeld  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)
Blumenfeld's employment  by  the  Company is  lawfully  and  voluntarily
terminated;  (ii) Blumenfeld 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
<PAGE>
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 Blumenfeld,  including,
without  limitation,  travel  advances;  and  (v)  there  are  no  other
agreements, whether written or oral, between Blumenfeld and the Company,
other than the Blumenfeld Agreements.

     d.   Termination  of   Stock   Option   Agreements.      Blumenfeld
acknowledges that he  has been paid  in full pursuant  to the  Severance
Agreement and  Employment Agreement  and that  the Company  owes him  no
additional  monies   or  other   obligations  under   such   agreements.
Blumenfeld acknowledges that, in consideration of the payments and other
consideration reflected  in Section  3 of  this  Agreement,   the  Stock
Option  Agreements  are  deemed  cancelled  and  terminated  as  of  the
Effective Date and are no longer in force or effect.  Blumenfeld further
agrees to surrender the Stock Option Agreements to the Company.

     e.   Noncompetition;   Confidentiality;   Etc.      Notwithstanding
anything to the contrary contained herein,  the terms and provisions  of
Sections 5 (Confidentiality), 6 (Noncompetition), 7 (Injunctive Relief),
8(b)  and  (g)  (Termination),   11  (Severability),  12  (Waiver),   13
(Governing Law)  and 15  (Attorneys Fees)  of the  Employment  Agreement
shall survive termination  of the Employment  Agreement and the  parties
hereto agree and  confirm that  such provisions  are in  full force  and
effect as if the Employment Agreement had not been terminated.

     f.   Litigation Assistance.  Agrees to  assist the Company, at  the
Company's request,  with  respect to  all  of the  Company's  litigation
proceedings and claims made  against the Company  and its Affiliates  by
Eugene I. Davis and agrees to  promptly respond to all business  related
requests from the Company relating thereto.  Blumenfeld understands  and
agrees that any and all information  pertaining to any of the  Company's
litigation is confidential and proprietary, that he will not discuss any
issues relating  to any  litigation with  any  third party  (other  than
representatives of the Company) without the prior written consent of the
Company.  Notwithstanding the  foregoing, nothing herein shall  prohibit
or hinder Blumenfeld from truthfully testifying in a hearing, deposition
or other legal  proceeding in which  Blumenfeld could  be criminally  or
civilly sanctioned for the failure to respond truthfully.

5.   Conditions.  

It is expressly understood  that the obligations  and
agreements of  the  Company pursuant  to  this Agreement  are  expressly
subject to the continuing performance by Blumenfeld of the  obligations,
covenants and agreements assumed by him pursuant hereto.  In this regard
and not by way of limitation, the obligations, covenants and  agreements
of the Company pursuant to Sections 2 and 3 are expressly conditioned on
Blumenfeld continuing  performance  of the  obligations  and  agreements
described in Sections 2, 3, 4, 6, 7, 8, 9  and 13 hereof.  In the  event
the Company's  Board  of  Directors  in  good  faith  determines  (after
providing  Blumenfeld  and   counsel  with  notice   and  a   reasonable
opportunity to  appear  before the  Board  of Directors),  in  its  sole
discretion,  that  Blumenfeld  has  engaged  in  any  activity  that  is
materially inimical, contrary, detrimental  or harmful to the  Company's
interests or otherwise breached any representation, agreement,  covenant
or obligation contained herein (and such breach is not cured within  ten
(10) days of  Blumenfeld's receipt of  a written notice  by the  Company
alleging such breach  in reasonable detail),  the agreements,  covenants
and obligations of the Company pursuant hereto 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  Blumenfeld  hereunder.    Notwithstanding  the
foregoing, the ten  (10) day cure  period described  in the  immediately
preceding sentence will not  apply if the  Company's Board of  Directors
determines that Blumenfeld  breached Sections 2,   4 and/or  13 of  this
Agreement.  In the event the Company fails to pay Blumenfeld any amounts
owing hereunder other than for a reason set forth in the third  sentence
of this Section (and such failure is  not cured within ten (10) days  of
the Company's receipt of  a written notice  by Blumenfeld alleging  such
failure), the  Noncompetition provisions  referenced in  Paragraph  4(e)
hereof shall be terminated and of no further force or effect.

6.   Return of  Property. Blumenfeld  further agrees  to return  to  the
Company (Attention: Manager of Human Resources), 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 Blumenfeld'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).  Notwithstanding the foregoing, the parties agree Blumenfeld
has paid for the following  items and may retain  such items so long  as
such items do not contain any of the Company's confidential  information
and Blumenfeld signs the Airpass Agreement dated August 3, 1998:

     Computer (Intel PII and accessories, Invoice No. 8700807-IN)
     Computer Printer (HP Laserjet 6 LSE, Invoice No. 137432191)
     Facsimile Machine (Sharp Plain Paper Fax, Catalog No. G20-UX1100)
     American Airlines Airpass No. H007722

7.   Revocation of this Agreement.  Blumenfeld 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.  Blumenfeld 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.    Blumenfeld  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
Blumenfeld has signed this Agreement.
<PAGE>
8.   Taxes.  Blumenfeld further acknowledges and agrees that he shall be
solely responsible for the payment of  all his federal, state and  local
taxes, interest and penalties,  if any, which are  or may become due  on
the amount  paid to  him under  this Agreement,  and agrees  to  defend,
indemnify and hold  the Company  harmless from  any tax  claims on  that
amount.

9.   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.

10.  Entire Agreement.     This  Agreement  and the  provisions  of  the
Employment Agreement referenced in  Section 4(e) hereof) constitute  the
entire understanding Blumenfeld has with the Company and supersedes  any
previous agreement, whether  oral or  written, between  the Company  and
Blumenfeld.   No  other promises  or  agreements regarding  the  matters
addressed herein shall be binding unless they are in writing and  signed
by Blumenfeld and the Company.

11.  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.

12.  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.

13.  Confidentiality.  Blumenfeld  further agrees to  keep the terms  of
this Agreement wholly and completely confidential.  Further,  Blumenfeld
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.  In  addition,
Blumenfeld agrees not to use or disclose any Confidential Information as
defined in this paragraph.   Blumenfeld further represents and  warrants
that none of the Company's Confidential Information is in his possession
or control, including without limitation,  on the computer or  diskettes
in  his  possession  or   control.    As  used   herein,  "Confidential
Information" means all information concerning the Company or concerning
any subsidiary, division or affiliate (as  defined in Rule 12b-2 of  the
Securities Exchange Act of 1934, as amended) of the Company that is  not
in the  public domain  (including, without  limitation, any  information
regarding employees or  former employees and  their families,  including
information pertaining to compensation or medical conditions).

14.  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

<PAGE>
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.

15.  No Admission of Liability.  This  Agreement does not constitute  an
admission of liability of any kind by the Company or Blumenfeld.

16.  Governing Law.   This Agreement shall  be interpreted by,  governed
by, and enforced under the substantive  laws (and not the choice of  law
provisions) of the  State of Texas,  except where  preempted by  federal
law.

17.  Notices.  All notices, requests, demands  and other communications
under this Agreement  shall be in  writing and shall  be deemed to  have
been duly given on the date of service if served personally on the party
to whom notice  is to be  given, or on  the third day  after mailing  if
mailed to the party to whom  notice is to be given, properly  addressed,
certified mail, return receipt requested, postage prepaid, as follows:

     If to the Company:

          Sport Supply Group, Inc.
          1901 Diplomat Drive
          Farmers Branch, Texas 75234
          Attention:  President

     If to Blumenfeld:

          Peter S. Blumenfeld
          13631 Ashridge
          Dallas, Texas 75240

     with a copy to:

          David A. Wood
          Wood, Exall & Bonnet, L.L.P.
          1222 Merit Drive
          Suite 880
          Dallas, Texas  75251

18.  Counterparts.  This Agreement may be executed in multiple  original
counterparts, each of  which shall  be deemed  an original,  but all  of
which taken together shall constitute but one and the same agreement.

19.  Jurisdiction.  The 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
each party 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 waives any claims that any  such suit, action or  proceeding
<PAGE>
brought in any  such court has  been brought in  an inconvenient  forum.
The parties hereto further  agree to designate an  agent for service  of
process in the City of Dallas  in connection with any such suit,  action
or proceeding if requested by the other party in contemplation of such a
suit, action  or proceeding  and deliver  to  the other  party  evidence
thereof.    The  parties  hereto  hereby  irrevocable  agree  that   any
proceeding against any party arising out  of or in connection with  this
Agreement shall  be brought  in the  District Courts  of Dallas  County,
Texas, or in the United States District Court for the Northern  District
of Texas.

20.  Severability.  The parties  hereto expressly agree  that it is  not
the intention of any of them to violate any public policy, statutory  or
common law  rules,  regulations, or  decisions  of any  governmental  or
regulatory body.  If  any provision of this  Agreement is judicially  or
administratively interpreted or construed as  being in violation of  any
public policy, statutory or common  law rules, regulations or  decisions
of any governmental or regulatory body, such sections, sentences, words,
clauses  or  combinations  thereof  shall  be  modified  to  the  extent
necessary to make it enforceable and this Agreement shall remain binding
upon the parties hereto.

21.  Descriptive Headings.  The subject headings of the sections of this
Agreement are included for purposes of  convenience only, and shall  not
affect the construction or interpretation of any of its provisions.

22.  Affiliate.  When used in this Agreement, the term "Affiliate" shall
mean (1) any  corporation or  organization of  which such  person is  an
officer, director or partner or is directly or indirectly the beneficial
owner of 10%  or more  of any class  of equity  securities or  financial
interest therein; or (2) any persons that directly or indirectly through
one or more intermediaries,  controls or is controlled  by, or is  under
common control  with,  the person  specified.    Any person  who  is  an
Affiliate of any party hereto on the  date hereof shall be deemed to  be
the Affiliate of such party for  purposes of this Agreement,  regardless
of whether such person ceases to be an Affiliate of such party after the
date hereof.  Any person who at  any time after the date hereof  becomes
an Affiliate of any party hereto shall be deemed to be the Affiliate  of
such party for purposes  of this Agreement,  regardless of whether  such
person was an Affiliate on the date hereof.

23.  The Company agrees  that after the  date hereof, it  will not  say,
publish or do anything that casts Blumenfeld in an unfavorable light, or
disparages or  injures  Blumenfeld's goodwill,  business  reputation  or
relationship with investors or the financial  community in general.   In
addition, the Company hereby waives, releases and forever discharges and
covenants not to  sue Blumenfeld on  account of Blumenfeld's  employment
with the  Company  with respect  to  acts  occurring on  or  before  the
Effective Date.  By execution hereof, the Company 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.
Notwithstanding the foregoing, nothing  herein shall prohibit or  hinder
the Company from truthfully testifying in a hearing, deposition or other
legal proceeding in  which the Company  could be  criminally or  civilly
sanctioned for the failure to respond truthfully.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on August 13, 1998.


SPORT SUPPLY GROUP, INC. 

By:  /s/ John P. Walker                 /s/ Peter S. Blumenfeld
      President, Chief Operating Officer          Peter S. Blumenfeld
      and Chief Financial Officer
      
                              EXHIBIT A

                           SUMMARY OF OPTIONS

                 DATE OF    EXPIRE     NUMBER    EXERCISE
                  GRANT      DATE    OF OPTIONS  PRICE
 
                02/25/91   02/25/01  110,625*     $7.60**
                06/25/91   06/25/01    6,250*      4.80
                02/07/92   02/07/02   18,750*      7.90**
                12/28/92   12/28/02   14,375*      6.90
                08/12/93   08/12/03   18,750*     10.20**
                12/27/93   12/27/98   50,000*     14.10**
                05/09/94   05/09/04   25,000     13.125*
                                                   *
                01/03/95   01/02/05   21,200      10.63**
                01/23/97   01/22/07     35,000    7.50

                  TOTAL              299,950

          *  Adjusted for March 10, 1994 5:4 Stock Split

             Exercise Price reduced to $7.50 per share