EXHIBIT 10.28


                          INDEMNIFICATION AGREEMENT


      This Agreement is made  effective as of April  1, 2003, by and  between
 Sport Supply Group, Inc., a Delaware  corporation (the "Company"), and  Carl
 Harnick ("Director").

                             W I T N E S S E T H:

      WHEREAS, public  companies have  experienced increasing  difficulty  in
 obtaining directors' and officers' liability insurance, significantly higher
 premiums than had historically been charged, and reductions in the  coverage
 of such insurance; and

      WHEREAS, although the Company currently maintains such insurance, there
 can be no assurance that such insurance will be available to the Company and
 Director in the future, and that the cost of such insurance, if  obtainable,
 may not be acceptable to the Company; and

      WHEREAS, the  Company, in  order  to induce  Director  to serve  or  to
 continue to  serve the  Company, has  agreed to  provide Director  with  the
 benefits contemplated by this Agreement;

      NOW,  THEREFORE,  in   consideration  of   the  promises,   conditions,
 representations, and warranties set forth  herein, the Company and  Director
 hereby agree as follows:

      1.   Definitions.  The following terms, as used herein, shall have  the
 following respective meanings:

           "Change in Control" shall  be deemed to have  occurred if (i)  any
      "person" (as  such term  is used  in Sections  13(d) and  14(d) of  the
      Securities Exchange Act of  1934, as amended  (the "Act")), other  than
      Emerson Radio Corp. (including all of  its successors and assigns,  and
      any stockholder of Emerson Radio  Corp. receiving the Company's  common
      stock as a result  of a pro rata  distribution of the Company's  Common
      Stock made by  Emerson Radio  Corp.) or  a trustee  or other  fiduciary
      holding securities under an employee benefit  plan of the Company or  a
      corporation owned directly  or indirectly  by the  stockholders of  the
      Company in substantially  the same  proportions as  their ownership  of
      stock of the Company, is or becomes the "beneficial owner" (as  defined
      in Rule 13d-3 under the Act), directly or indirectly, of securities  of
      the Company  representing  20%  or  more  of  the  total  voting  power
      represented by the Company's  then outstanding voting securities,  (ii)
      during any  period of  two consecutive  years, individuals  who at  the
      beginning of  such period  constitute the  Board  of Directors  of  the
      Company and any new director whose  election by the Board of  Directors
      or nomination for election by  the Company's stockholders was  approved
      by a vote of at least two-thirds  (2/3) of the directors then still  in
      office who either  were directors  at the  beginning of  the period  or
      whose election or nomination for  election was previously so  approved,
      cease, for  any  reason, to  constitute  a  majority of  the  Board  of
      Directors, (iii) the stockholders  of the Company  approve a merger  or
      consolidation of the Company with any  other corporation, other than  a
      merger or consolidation that would result  in the voting securities  of
      the  Company  outstanding  immediately  prior  thereto  continuing   to
      represent (either by remaining outstanding  or by being converted  into
      voting securities of the  surviving entity) at least  80% of the  total
      voting power represented  by the voting  securities of  the Company  or
      such surviving  entity outstanding  immediately  after such  merger  or
      consolidation, or (iv) the stockholders of  the Company approve a  plan
      of complete liquidation  of the  Company or  an agreement  for sale  or
      disposition by the Company of all or substantially all of the Company's
      assets.

           "Claim" means any threatened, pending, or completed action,  suit,
      or proceeding, or any inquiry or investigation, whether conducted by or
      on behalf of  the Company  or any other  party, that  Director in  good
      faith believes might lead to the institution of any such action,  suit,
      or proceeding, whether civil, criminal, administrative,  investigative,
      or other.

           "Covered  Act"  means   any  breach  of   duty,  neglect,   error,
      misstatement, misleading  statement, omission,  or  other act  done  or
      wrongfully attempted by Director or any of the foregoing alleged by any
      claimant or any event or occurrence  related to the fact that  Director
      is or was  a director, officer,  employee, agent, or  fiduciary of  the
      Company or  is or  was serving  at  the request  of  the Company  as  a
      director, officer, employee,  trustee, agent, or  fiduciary of  another
      corporation, partnership, joint venture, trust, or other entity.

           "Determination" means a determination, based on the facts known at
      the time, by:

                (i)   A majority vote of a quorum of disinterested directors;

                (ii)  Special, independent legal counsel in a written opinion
           prepared at the request of a majority of a quorum of disinterested
           directors or pursuant to Section 4(a);

                (iii) A majority  of  the disinterested stockholders  of  the
           Company; or

                (iv)  A  final  adjudication   by  a   court   of   competent
           jurisdiction.

      "Determined" shall have a correlative meaning.

           "Excluded Claim" means any Claim:

                (i)  Based upon or attributable  to Director gaining in  fact
           any  personal  profit  or  advantage  to  which  Director  is  not
           entitled;

                (ii) For the return by Director  of any remuneration paid  to
           Director without the previous approval of the stockholders of  the
           Company which is illegal;

                (iii) For  an  accounting  of  profits in fact made from  the
           purchase or sale by Director of  securities of the Company  within
           the meaning of Section 16 of the Act or similar provisions of  any
           state law;

                (iv)  Resulting   from   Director's   knowingly   fraudulent,
           dishonest, or willful misconduct; or

                (v)  Any claim  for which  indemnification is  prohibited  by
           applicable law.

           "Expenses" means any expense incurred by Director as a result of a
      Claim or Claims made  against him for  Covered Acts including,  without
      limitation,  attorneys'  fees  and  all  other  costs,  expenses,   and
      obligations  paid  or  incurred   in  connection  with   investigating,
      defending, being  a  witness  in, or  participating  in  (including  on
      appeal), or preparing to defend, be a witness in, or participate in any
      Claim relating to any Covered Act, but shall not include Fines.

           "Fines" means any fine,  penalty or, with  respect to an  employee
      benefit plan, any excise tax or penalty assessed with respect thereto.

           "Losses" means any  amount that Director  is legally obligated  to
      pay as a result of a Claim or Claims made against him for Covered  Acts
      including, without limitation, damages and  judgments and sums paid  in
      settlement of a Claim or Claims, but shall not include Fines.

      2.   Maintenance of Directors' and Officers' Liability Insurance.

           (a)  The Company  hereby covenants  and agrees  that, so  long  as
      Director shall  continue to  serve as  a director  of the  Company  and
      thereafter so long as  Director shall be subject  to any Claim for  any
      Covered Act, the Company, subject to  Section 2(c), shall use its  best
      efforts to maintain in full force  and effect directors' and  officers'
      liability insurance.

           (b)  In  all  policies  of  directors'  and  officers'   liability
      insurance maintained  by the  Company, Director  shall be  named as  an
      insured in such  a manner as  to provide Director  the same rights  and
      benefits, subject  to the  same limitations,  as  are accorded  to  the
      Company's directors or officers most favorably insured by such policy.

           (c)  The Company shall have  no obligation to maintain  directors'
      and officers'  liability insurance  if the  Board of  Directors of  the
      Company determines in good faith that such insurance is not  reasonably
      available, the premium costs for such insurance is disproportionate  to
      the amount  of coverage  provided, or  the  coverage provided  by  such
      insurance is limited  by exclusions so  as to  provide an  insufficient
      benefit.

      3.   Indemnification.  The  Company shall indemnify  Director and  hold
 him harmless from  any and all  Losses, Expenses, and  Fines to the  fullest
 extent  authorized,  permitted,  or  not  prohibited  (i)  by  the   General
 Corporation Law  of  the  State  of  Delaware  (the  "GCL"),  or  any  other
 applicable  law   (including   judicial,   regulatory,   or   administrative
 interpretations or  readings thereof),  the Company's  Amended and  Restated
 Certificate of Incorporation, or Amended and Restated Bylaws as in effect on
 the date  hereof,  or (ii)  by  any  amendment thereof  or  other  statutory
 provisions authorizing or  permitting such indemnification  that is  adopted
 after the date hereof, subject to the further provisions of this  Agreement.
 In the event  that after the  date hereof the  Company provides any  greater
 right of indemnification, in any respect, to any other person serving as  an
 officer  or  director   of  the  Company,   then  such   greater  right   of
 indemnification shall inure  to the  benefit of and  shall be  deemed to  be
 incorporated in this Agreement.

      4.   Excluded Coverage.

           (a)  The Company shall  have no obligation  to indemnify  Director
      for and hold  him harmless from  any Loss, Expense,  or Fine which  has
      been Determined to constitute an Excluded  Claim, provided that in  the
      event of  a  Change  in  Control, then  with  respect  to  all  matters
      thereafter arising  concerning  the  rights of  Director  to  indemnity
      payments and  Expense  advances  under this  Agreement,  or  any  other
      agreements or bylaws now or hereafter in effect relating to Claims  for
      Covered Acts, a Determination with respect  to an Excluded Claim  shall
      be made  only by  a  court of  competent  jurisdiction or  by  special,
      independent legal  counsel selected  by Director  and approved  by  the
      Company (which approval  shall not be  unreasonably withheld), and  who
      has not otherwise performed services for  the Company or Director.   In
      the event that  Director and  the Company are  unable to  agree on  the
      selection of  the special,  independent  legal counsel,  such  special,
      independent legal counsel shall be selected by lot from among at  least
      five law firms designated by Director, each in the State of Delaware or
      Dallas, Texas, having more than thirty-five (35) attorneys and having a
      rating of "av"  or better in  the then  current Martindale-Hubbell  Law
      Directory.  Such selection  shall be made in  the presence of  Director
      (and Director's  legal  counsel or  either  of them,  as  Director  may
      elect).  Such special, independent  legal counsel, among other  things,
      shall determine whether and to what extent Director would be  permitted
      to be indemnified  under applicable law  and shall  render its  written
      opinion to the Company and Director to such effect.

           If there  has  been  a  Determination  that  the  Company  is  not
      obligated to  indemnify  Director as  a  result of  an  Excluded  Claim
      (whether by special, independent legal counsel or otherwise),  Director
      shall have the right to commence  litigation in any court in the  State
      of Delaware having  subject matter jurisdiction  thereof, and in  which
      venue is proper, challenging any such Determination; provided that  the
      Company shall  be entitled  to be  reimbursed by  Director (who  hereby
      agrees to reimburse the Company) for all such amounts theretofore  paid
      with respect  to  such  Excluded Claim  (only  upon  a  final  judicial
      Determination that  Director is  not entitled  to indemnification  made
      with respect thereto as  to which all rights  of appeal therefrom  have
      been exhausted  or  lapsed)  and the  Company  shall  be  obligated  to
      indemnify or advance any  additional amounts to  Director until such  a
      judicial Determination has been made.

           (b)  The  Company  shall  use  its   best  efforts  to  make   the
      Determination contemplated herein promptly.  Upon request by  Director,
      in  connection   with  any   matter   for  which   indemnification   or
      reimbursement may be sought hereunder,  the Company agrees to  promptly
      make a Determination whether such matter constitutes an Excluded Claim.
      In this connection, the Company agrees:

                (i)  if the  Determination is  to be  made by  a majority  of
           disinterested directors  of the  Company or  a committee  thereof,
           such Determination shall be made not later than fifteen (15)  days
           after a  written  request for  a  Determination (a  "Request")  is
           delivered to the Company by Director;

                (ii) if  the  Determination  is   to  be  made  by   special,
           independent legal counsel,  such Determination shall  be made  not
           later than ninety (90)  days after a Request  is delivered to  the
           Company by Director; and

                (iii)   if   the   Determination  is   to  be  made  by   the
           stockholders of the Company, such Determination shall be made  not
           later than  one  hundred  fifty (150)  days  after  a  Request  is
           delivered to the Company by Director.

           The failure  to make  a Determination  within the  above-specified
      time  periods   shall  constitute   a  Determination   approving   full
      indemnification or reimbursement of Director.  All costs of making  the
      Determination shall be borne solely by the Company.

           (c)  The Company shall  have no obligation  to indemnify  Director
      and hold him harmless for any Loss, Expense, or Fine to the extent that
      Director is actually and finally reimbursed for such Loss, Expense,  or
      Fine by  the Company  pursuant to  the Company's  Amended and  Restated
      Bylaws or otherwise.

           (d)  The Company shall  have no obligation  to indemnify  Director
      and  hold  him  harmless  for  any  Fines  to  the  extent  that   such
      indemnification is prohibited by the GCL.

      5.   Indemnification Procedures.

           (a)  Promptly  after  receipt  by   Director  of  notice  of   the
      commencement of or the  threat of commencement  of any Claim,  Director
      shall, if indemnification with respect thereto is being sought from the
      Company under this  Agreement, notify the  Company of the  commencement
      thereof, provided  that failure  to so  notify  the Company  shall  not
      relieve the Company  from any liability  that it may  have to  Director
      under this  Agreement  unless  such failure  materially  and  adversely
      affects the rights of the Company thereunder.

           (b)  If, at the time  of the receipt of  such notice, the  Company
      has directors' and officers' liability insurance in effect, the Company
      shall give prompt and proper notice  of the commencement of such  Claim
      to the insurer.   The Company  shall thereafter take  all necessary  or
      desirable action to pay or to cause  such insurer to pay, on behalf  of
      Director, all Losses, Expenses, and Fines  payable as a result of  such
      Claim in accordance with the terms of such policies.

           (c)  To the  extent the  Company  does not,  at  the time  of  the
      commencement of  or the  threat of  commencement  of such  Claim,  have
      applicable directors' and officers' liability insurance, or if the full
      amount of any Expenses arising out of such action, suit, or Claim  will
      not be payable under such insurance  then in effect, the Company  shall
      be obligated to pay the Expenses relating to any such Claim in  advance
      of the final disposition thereof and the Company, if appropriate, shall
      be  entitled  to  assume  the  defense  of  such  Claim,  with  counsel
      satisfactory to  Director, upon  the delivery  to Director  of  written
      notice of its election so  to do.  After  delivery of such notice,  the
      Company will not  be liable to  Director under this  Agreement for  any
      legal or other Expenses subsequently incurred by Director in connection
      with  such  defense  other  than  reasonable  costs  of  investigation,
      provided that Director shall  have the right to  employ its counsel  in
      any such Claim but the fees and expenses of such counsel incurred after
      delivery of notice from the Company  of its assumption of such  defense
      shall be at the  Director's expense, provided further  that if (i)  the
      employment of counsel by Director has been previously authorized by the
      Company, (ii) Director shall have  reasonably concluded that there  may
      be a  conflict of  interest between  the Company  and Director  in  the
      conduct of any such defense, or  (iii) the Company shall not, in  fact,
      have employed counsel to  assume the defense of  such action, the  fees
      and expenses of counsel shall be at the expense of the Company.

           (d)  All payments  on  account of  the  Company's  indemnification
      obligations under this  Agreement shall be  made promptly,  but in  any
      event within thirty (30) days  of Director's written request  therefor,
      provided that  all payments  on account  of the  Company's  obligations
      under Paragraph 5(c) of this Agreement  prior to the final  disposition
      of any Claim, shall be made within ten (10) days of Director's  written
      request therefor.

           (e)  Director agrees that  he will reimburse  the Company for  all
      Losses, Expenses, and Fines paid by  the Company on behalf of  Director
      in connection with any Claim against Director in the event and only  to
      the extent that a Determination  shall have been made  by a court in  a
      final adjudication from which there is no further right of appeal  that
      the Director is not entitled to be indemnified by the Company for  such
      amounts because the Claim is an  Excluded Claim or because Director  is
      otherwise not entitled to payment under this Agreement.

      6.   Final Determination; Settlement.  The Company shall pay all Losses
 or  Fines  for   which  Director   is  indemnified   hereunder  upon   final
 determination thereof.  The  Company shall have  no obligation to  indemnify
 Director under this  Agreement for  any amounts  paid in  settlement of  any
 Claim effected without  the Company's prior  written consent.   The  Company
 shall not settle any claim in any manner which would impose any Fine or  any
 obligation on  Director without  Director's written  consent.   Neither  the
 Company nor  Director  shall  unreasonably withhold  their  consent  to  any
 proposed settlement.

      7.   Rights Not Exclusive.  The rights provided hereunder shall not  be
 deemed exclusive of any other rights to which Director may be entitled under
 any  charter  provision,  bylaw,  agreement,  vote  of  stockholders  or  of
 disinterested directors  or otherwise,  both as  to action  in his  official
 capacity and as to action in any other capacity by holding such office,  and
 shall continue after Director ceases to serve the Company as a director.

      8.   Enforcement.

           (a)  Director's right to indemnification  shall be enforceable  by
      Director only in the state courts of the State of Delaware and shall be
      enforceable notwithstanding  any adverse  Determination.   In any  such
      action, if a prior adverse Determination  has been made, the burden  of
      proving that indemnification is required under this Agreement shall  be
      on  Director.  The  Company  shall  have  the burden  of  proving  that
      indemnification  is not  required  under this  Agreement  if  no  prior
      adverse Determination shall have been made.

           (b)  In the event that any action is instituted by Director  under
      this Agreement, or  to enforce or  interpret any of  the terms of  this
      Agreement, Director shall be  entitled to be paid  all court costs  and
      expenses, including reasonable counsel fees, incurred by Director  with
      respect to such action,  unless the court determines  that each of  the
      material assertions made by  Director as a basis  for such action  were
      not made in good faith or were frivolous.

      9.   Severability.  In the event that  any provision of this  Agreement
 is determined by a court to  require the Company to do or  to fail to do  an
 act which is in violation of applicable law, such provision shall be limited
 or modified in its  application to the minimum  extent necessary to avoid  a
 violation of law,  and, as so  limited or modified,  such provision and  the
 balance of this Agreement shall be enforceable in accordance with its terms.

      10.  Choice of Law.  This Agreement shall be governed by and  construed
 and enforced in accordance with the laws of the State of Delaware.

      11.  Consent to Jurisdiction.   The  Company and  Director each  hereby
 irrevocably consent  to the  jurisdiction  of the  courts  of the  State  of
 Delaware for all purposes in connection  with any action or proceeding  that
 arises out  of  or relates  to  this Agreement  and  agree that  any  action
 instituted under this Agreement shall be brought only in the state courts of
 the State of Delaware.

      12.  Successors and Assigns.  This Agreement shall be (i) binding  upon
 all successors and assigns of the  Company (including any transferee of  all
 or substantially all of its assets and any successor by merger or  otherwise
 by operation of law) and (ii) shall be  binding on and inure to the  benefit
 of the heirs, personal representatives, and estate of Director.

      13.  Amendment.     No   amendment,   modification,   termination,   or
 cancellation of this Agreement shall be  effective unless made in a  writing
 signed by each of the parties hereto.

      14.  Subrogation.  In the  event of payment  under this Agreement,  the
 Company shall be  subrogated to the  extent of such  payment to  all of  the
 rights of  recovery  of the  Director,  who shall  execute  all  instruments
 required and  shall do  everything  that may  be  necessary to  secure  such
 rights, including the  execution of such  documents as may  be necessary  to
 enable the Company effectively to bring suit to enforce such rights.

      IN WITNESS  WHEREOF,  the  Company  and  Director  have  executed  this
 Agreement as of the day and year first above written.

                                 SPORT SUPPLY GROUP, INC.


                                 By: _____________________________
                                     John P. Walker
                                     President


                                     _____________________________
                                     Carl Harnick
                                     Director