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                                                                    EXHIBIT 10.4




                      CONSULTING AND SEPARATION AGREEMENT


          This CONSULTING AND SEPARATION AGREEMENT (this "Agreement") is made
and entered into effective as of the 16th day of September 1994 (the "Effective
Date"), by and between Sport Supply Group, Inc., a Delaware corporation (the
"Company") and Jerry L. Gunderson ("Gunderson").

          WHEREAS, the Company and Gunderson entered into that certain
Employment Agreement dated as of January 1, 1994, a copy of which is attached
hereto as Exhibit A, whereby Gunderson was employed as a Vice President of the
Company's Gold Eagle Professional Golf Products Division (the "Employment
Agreement").

          WHEREAS, the Company and Gunderson entered into that certain
Commission Agreement dated as of January 1, 1994, a copy of which is attached
hereto as Exhibit B (the "Commission Agreement").

          WHEREAS, the Company and Gunderson desire to terminate the Employment
Agreement and Commission Agreement and enter into this Agreement.

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

1.        Resignation.  Gunderson hereby resigns, effective immediately, as an
          officer and employee of the Company, including without limitation his
          position as Vice President of the Company's Gold Eagle Professional
          Golf Products Division.

2.        Consulting Agreement.  Gunderson hereby agrees to provide consulting
          services to the Company pursuant to the following terms:

          a.        Extent of Services.  Gunderson agrees to provide consulting
                    services to the Company from the date hereof through
                    December 31, 2004 (the "Consulting Period") and shall
                    report to the Company's senior executive officers.  During
                    such time, Gunderson 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 procuring
                    experienced/used golf balls and entering into concession
                    agreements with country clubs and golf courses.  Gunderson
                    further acknowledges and agrees that he is not and will not
                    represent himself as an agent of the Company or its
                    Affiliates 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.
                    Gunderson further agrees to uphold his duty of loyalty to
                    the Company, its management, and its business and
                    proprietary interests during the Consulting Period.  The
                    inability of Gunderson to render services to the Company



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                    by reason of other employment, vacation, partial or
                    permanent disability or incapacity shall not constitute a
                    failure by Gunderson to perform his obligations hereunder
                    and shall not be deemed a breach or default by him
                    hereunder, so long as Gunderson 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
                    Gunderson's services as a consultant hereunder, the Company
                    shall pay Gunderson an amount equal to $40.00 per hour for
                    each hour Gunderson actually provides consulting services
                    to the Company in accordance with the terms of this
                    Agreement (the "Consulting Compensation").  The Consulting
                    Compensation will accrue and be payable to Gunderson in
                    arrears 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 Gunderson for his reasonable travel and business
                    expenses incurred in connection with providing consulting
                    services hereunder.  All requests for 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.        Separation Benefits.  Subject to the terms and conditions of this
          Agreement, the Company will provide Gunderson with the following:

          a.        Cash Payments.

                             (i)           The Company will deliver to
                    Gunderson a check in an amount not to exceed $4,000 within
                    10 days of the Company's receipt of all of Gunderson's
                    invoices or similar documentation relating to reimbursable
                    business expenses incurred on or before September 19, 1994
                    by Gunderson for the Company's benefit;

                             (ii)          No later than the 1st day of each
                    calendar month (beginning on October 1, 1994 and ending on
                    December 1, 1994), the Company will pay Gunderson $6,000
                    (such payments are collectively referred to herein as the
                    "Advances");

                             (iii)         No later than March 1, 1995, the
                    Company will pay Gunderson an amount equal to the
                    difference between (1) $.005 multiplied by the number of
                    experienced/used golf balls in excess of 3 million sold by
                    the Company's Gold Eagle Professional Golf Products
                    Division and Second Chance Division to one or more
                    unaffiliated third parties between January 1, 1994 and
                    December 31, 1994 less (2) $39,750;

                             (iv)          No later than March 1, 1995, the
                    Company will pay Gunderson an amount equal to the
                    difference between (1) $.005 multiplied by the number of





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                    experienced/used golf balls sold by the Company's Gold
                    Eagle Golf Products Division and Second Chance Division to
                    one or more unaffiliated third parties between January 1,
                    1994 and December 31, 1994 less (2) $50,000 less (3) the
                    aggregate amount of all Advances paid to Gunderson; and

                             (v)           The Company will pay Gunderson 120
                    equal monthly installments of $7,287.88 no later than the
                    last day of each calendar month, with the first payment
                    being made on January 31, 1995 and the last payment being
                    made on December 31, 2004.

          For purposes of this Agreement, an experienced/used golf ball shall
be deemed "sold" when it has been properly invoiced and shipped by the Company.
All payments to Gunderson pursuant to this Agreement will be (i) deemed to have
been made if a check made payable to Gunderson for the appropriate amount has
been deposited in the U.S. mail and addressed to  Gunderson at his address set
forth in Section 15 hereof, provided sufficient funds are available to clear
such check in the ordinary course of business after being deposited in a
financial institution and (ii) subject to deduction and withholding required by
applicable law.

          b.        Health Benefits.  So long as the Company provides health
                    insurance benefits for its employees, the Company will
                    permit Gunderson and his spouse on the Effective Date to
                    participate in the health insurance plans which are
                    regularly maintained by the Company for its employees, and
                    will pay the insurance premiums relating thereto (except as
                    provided below), until the earlier of (i) December 31,
                    2004, (ii) the date Gunderson becomes eligible to
                    participate in the health insurance plan of another
                    employer or (iii) the date of Gunderson's death.  Gunderson
                    agrees to notify the Company within 15 days of becoming
                    eligible to participate in the health insurance plan of
                    another employer if such coverage occurs prior to December
                    31, 2004.  To the extent Gunderson was obligated to pay
                    premiums relating to health insurance coverage as an
                    employee or such premiums were deducted from Gunderson's
                    salary, Gunderson will continue to be so obligated to pay
                    such premiums or promptly reimburse the Company therefor.
                    Notwithstanding the foregoing, if the Company's health
                    insurance plan or health insurance provider will not permit
                    Gunderson and/or Gunderson's spouse to remain on the
                    Company's health insurance plan, the Company shall pay
                    Gunderson (prior to the last day of each month that he and
                    his spouse are not permitted to remain on such plan) an
                    amount equal to the amount the Company would contribute to
                    Gunderson's (or Gunderson's spouse) health insurance
                    premiums as if Gunderson was an employee of the Company at
                    such time until the earlier of (i) December 31, 2004, (ii)
                    the date Gunderson becomes eligible to participate in the
                    health insurance plan of another employer or (iii) the date
                    of Gunderson's death.  Gunderson shall be responsible for
                    filing all necessary notices under the terms of any
                    applicable policy or plan and for the timely payment of any
                    premiums due and timely and proper filing of any claims.
                    Gunderson will be responsible for the payment of any and
                    all tax liabilities relating to the provision





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                    of health benefits hereunder and such payments will be
                    subject to any deduction and withholding required by
                    applicable law.

4.        Covenants and Agreements of Gunderson.  Gunderson acknowledges and
          agrees that the Separation 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, Gunderson 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 (as defined in Section
                    23 hereof), 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 Gunderson from truthfully testifying in a hearing,
                    deposition or other legal proceeding in which Gunderson
                    could be criminally or civilly sanctioned for the failure
                    to respond truthfully.

          b.        Release.  Subject to Section 4.c. hereof, hereby waives,
                    releases and forever discharges the Company and/or its
                    predecessors; successors; partners; Affiliates, parents, or
                    subsidiaries; assigns; employee retirement, health (except
                    the continuous health coverage contemplated by this
                    Agreement) 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,
                    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, the Age Discrimination in Employment Act of
                    1967, the Texas Commission on Human Rights Act, and the
                    Florida Civil Human Rights Act of 1992 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 Gunderson, on
                    account of or connected with or growing out of, directly or
                    indirectly, his employment and resignation thereof, the
                    Company's employment policies and practices, or on any
                    other basis whatsoever.  Notwithstanding the foregoing,
                    Gunderson is not releasing the Company from any claims that
                    arise after the date hereof, including those that may arise
                    as a result of the Company's breach of this Agreement.  By
                    execution hereof, Gunderson represents, covenants, and
                    warrants that no claims released or waived herein have





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                    been previously conveyed, assigned, or transferred in any
                    manner, whether in whole or in part, to any person, entity,
                    or other third party.  Gunderson 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.        Waiver.  Waives all rights and benefits afforded by any
                    state laws which provide in substance that a general
                    release does not extend to the claims of which a person
                    does not know of or support to exist in his favor at the
                    time of executing a release; however, Gunderson is not
                    waiving rights or claims, if any, that may arise after the
                    date he signs this Agreement (including any claims under
                    ERISA for the payment of a benefit payable under an ERISA
                    plan).

          d.        Acknowledgement.  Acknowledges that as of September 16,
                    1994:  (i) his employment by the Company is lawfully and
                    voluntarily terminated; (ii) he has received all due and
                    owing pay for all labor and services performed by him for
                    the Company; and (iii) he has received or been compensated
                    for all salary, vacation time, sick leave, compensatory
                    time, reimbursable expenses (except as contemplated by
                    Section 3.a.(i) of this Agreement), personal injuries,
                    bonuses, profit-sharing, retirement, health, welfare,
                    pension, and all other employee benefits to which he may
                    have been entitled as of September 16, 1994.

          e.        Non-Compete Covenant.  In addition to any other covenants,
                    contracts or agreements to which Gunderson may be subject,
                    from the date hereof until December 31, 2004, Gunderson
                    will not, directly or indirectly, either as an individual
                    or as an employer, employee, 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 Company):

                             (a)      conduct or assist others in conducting
                    any business related to the reconditioning, marketing
                    and/or selling of experienced/used golf balls (the
                    "Company's Business") in any market area in the United
                    States;

                             (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 24 month period
                    immediately preceding the date of any such Recruiting
                    Activity was, at any time, an employee of the Employer or
                    its Affiliates; or

                             (c)      solicit or otherwise accept or take away
                    the customers, suppliers (including, without limitation,
                    country clubs and golf courses), clients, distributors,
                    dealers or independent salespersons of the Company, or any
                    of its Affiliates, which are engaged in the Company's
                    Business 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, dealer, distributor or
                    independent salesperson to discontinue their relationship





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                    with the Company or its Affiliates; or in any way interfere
                    or attempt to interfere with a past or present relationship
                    maintained by the Company with a customer, supplier,
                    client, distributor, dealer or independent salesperson or
                    one that the Company is attempting to establish during the
                    Consulting Period.

                                Notwithstanding the foregoing, the purchase by
                    Gunderson of experienced/used golf balls from the Company
                    and the resale of such golf balls purchased from the
                    Company to the retail market will not be deemed to be a
                    violation of this covenant or the covenant not to compete
                    set forth in Section 4.2 of that Asset Purchase Agreement
                    dated March 10, 1994, by and among the Company,
                    International Golf, Inc., Merimac Investments, Inc., Miller
                    C. Hawkins, James C. Helm and Mary Lynn Helm, Jerry L.
                    Gunderson and Judith C. Gunderson, Randolph M. Levinson and
                    Levco Group, Ltd. (the "International Golf Purchase
                    Agreement").

                                It is the desire and intent of the parties to
                    this Agreement that the provisions of this Section 4.e.
                    shall be enforced to the fullest extent permissible under
                    the laws and public policies applied in each jurisdiction
                    in which enforcement is sought.  It is understood and
                    agreed that the scope of this covenant contained in this
                    Section 4.e. is reasonable as to time, area, and persons
                    and is necessary to protect the proprietary and legitimate
                    business interest of the Company, and but for such covenant
                    the Company would be unwilling to enter into the
                    transactions contemplated by this Agreement.  Gunderson
                    agrees that this covenant is reasonable in light of the
                    compensation and other benefits Gunderson has accepted
                    pursuant to this Agreement.

                                Should a court of competent jurisdiction
                    determine this covenant unenforceable as written, 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 Gunderson shall not be a
                    defense to claims arising from the Company's enforcement of
                    this covenant; provided, however, if Gunderson notifies the
                    Company that the Company breached its obligations in
                    Sections 3.a. or 3.b. of this Agreement and the Company (i)
                    does not dispute such breach and (ii) does not cure such
                    breach within 20 days of receiving written notice by
                    Gunderson of such breach, the breach of such provision(s)
                    may be asserted as a defense to claims arising from the
                    Company's enforcement of this covenant.

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 Gunderson 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 Gunderson continuing performance of the
          obligations and agreements described in Sections 4, 7, 8, 9 and 10
          hereof.  In the event the Company's Board of Directors in good





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          faith determines, in its sole discretion, that Gunderson has breached
          any representation, agreement, covenant or obligation contained
          herein (and such breach is not cured within 20 days of Gunderson's
          receipt of a written notice by the Company alleging such breach), 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 Gunderson
          hereunder.  Notwithstanding the foregoing, the 20 day cure period
          described in the immediately preceding sentence will not apply if the
          Company's Board of Directors determines Gunderson breached Sections 4
          and/or 9 of this Agreement.

6.        Revocation of this Agreement.  Gunderson 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.  Gunderson 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.  Gunderson 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
          the seven-day revocation period has expired.

7.        Taxes.  Gunderson 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.

8.        Return of Property.  Gunderson further agrees to return to James
          Helm, simultaneously with the execution of this Agreement, all
          documents, records, notebooks, mailing lists, business proposals,
          contracts, agreements and other repositories containing information
          concerning the Company or its business, and any keys or security
          codes Gunderson possesses, whether copies or originals (including but
          not limited to all correspondence, client and/or customer lists,
          minutes or agenda(s) for any meeting, hand-written notes, journals,
          computer printouts or programs, office memoranda, or other tangible
          items or materials).

9.        Confidentiality.  Gunderson further agrees to keep the terms of this
          Agreement wholly and completely confidential.  Further, Gunderson
          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.
          Notwithstanding the foregoing, nothing herein shall prohibit
          Gunderson from truthfully testifying in a hearing, deposition or
          other legal proceeding in which Gunderson could be criminally or
          civilly sanctioned for the failure to respond truthfully.

10.       Full and Final Settlement.  This Agreement is contractual, not a mere
          recital, and is a full and final settlement of any and all claims
          Gunderson may have against the Company and its Affiliates on any
          basis whatsoever relating to his employment by the Company and/or





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          resignation from the Company, and shall be binding on Gunderson and
          his heirs, personal representative(s), estate and assigns.

11.       Entire Agreement.  This Agreement constitutes the entire
          understanding Gunderson has with the Company with regard to the
          matters addressed herein and supersedes any previous agreements,
          whether oral or written, between the Company and Gunderson relating
          to the subject matter hereof (other than the International Golf
          Purchase Agreement).  No other promises or agreements regarding the
          matters addressed herein shall be binding unless they are in writing
          and signed by Gunderson and the Company.  Any such written
          modification, or any written consent given by the Company for any act
          of Gunderson, must be signed by the President or Chief Executive
          Officer of the Company.

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

13.       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.

14.       Equitable Relief.  Gunderson acknowledges that his expertise in the
          Company's Business is of a special, unique, unusual, extraordinary
          and intellectual character, which gives said expertise a peculiar
          value, and that a breach by him of any of the provisions of Sections
          4, 7, 8, 9 or 10 of this Agreement cannot reasonably or adequately be
          compensated in damages in an action at law, and a breach by him of
          any of such provisions will cause the Company irreparable injury and
          damage.  Gunderson further acknowledges that he possesses unique
          skills, knowledge and ability and that disclosure, competition,
          solicitation or disparagement by him in violation of this Agreement
          or any other breach of the provisions of this Agreement would be
          extremely detrimental to the Company.  By reason thereof, Gunderson
          agrees that the Company shall be entitled, in addition to any other
          remedies it may have under this Agreement or otherwise, to
          preliminary and permanent injunctive and other equitable relief to
          prevent or curtail any breach of this Agreement by him; provided,
          however, that no specification in this Agreement of a specific legal
          or equitable remedy shall be construed as a waiver or prohibition
          against the Company pursuing any other legal or equitable remedies in
          the event of such a breach.

15.       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:





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                    If to the Company:

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

                    with a copy to:

                                Hughes & Luce, L.L.P.
                                1717 Main Street, Suite 2800
                                Dallas, Texas  75201
                                Attention:  Alan J. Bogdanow

                    If to Gunderson:

                                Jerry L. Gunderson
                                940 Southeast 4th Court
                                Deerfield Beach, Florida  33441

                    with a copy to:

                                Michael V. Mitrione
                                Gunster, Yoakley & Stewart
                                777 S. Flagler Drive
                                Suite 500 East
                                W. Palm Beach, Florida 33401

16.       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.

17.       No Continuing Waiver.  No waiver of any of the provisions of this
          Agreement shall be deemed or shall constitute a waiver of any other
          provision, 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.

18.       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.

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





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          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.  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 irrevocably 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.       Survival of Rights.  Subject to the terms of this Agreement, the
          rights of Gunderson to receive the cash payments contemplated by
          Section 3.a. of this Agreement and amounts earned under Section 2.b.
          of the Agreement, if any, shall inure to the benefit of and be
          enforceable by Gunderson's heirs and estate upon Gunderson's death.
          The obligations of the Company in Section 3.b. shall expire
          immediately upon Gunderson's death.

23.       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 person that directly or
          indirectly through one or more intermediaries, controls or is
          controlled by, or is under common control with, the person specified.
          For purposes of this Agreement, Gunderson's spouse shall be deemed to
          be an Affiliate of Gunderson.  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.





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                     [THIS SPACE INTENTIONALLY LEFT BLANK]





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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
September 16, 1994.


                                          ----------------------------------
                                          Jerry L. Gunderson
                                          
                                          
                                          
                                          SPORT SUPPLY GROUP, INC.
                                          
                                          
                                          By:
                                              ------------------------------
                                              Peter S. Blumenfeld, President





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