<PAGE>                        
                     SPORT SUPPLY GROUP, INC.
              NON-QUALIFIED STOCK OPTION AGREEMENT

                                                 October 27, 1997
                                        (Effective Date of Grant)

TO:  Terrence M. Babilla

     WHEREAS,  Sport  Supply  Group,  Inc.  (the  "Company")  wishes  to
encourage  Terrence M. Babilla's (the "Optionee") sense of proprietorship 
in the Company by owning the Common Stock, par value $.01 per share 
(the "Common Stock"), of the Company;

     NOW, THEREFORE,  in  consideration  of the  mutual  agreements  and
covenants contained herein, the Company hereby grants to the Optionee  a
non-qualified stock option to purchase up  to a total of 100,000  shares
of the Common Stock at a price  per share of $7.50 (the "Option  Price")
on the terms and conditions and subject to the restrictions as set forth
in this Agreement and in the Sport Supply Group, Inc. Stock Option  Plan
(the "Plan").

                         I.  DEFINITIONS

     a.   Acquiring Person:  An "Acquiring Person" shall mean any person
(including any "person"  as such term  is used in  Sections 13(d)(3)  or
14(d)(2) of  the  Securities  Exchange Act  of  1934,  as  amended  (the
"Exchange Act")) that,  together with all  Affiliates and Associates  of
such person, is the beneficial owner  of 10% or more of the  outstanding
Common Stock.    The  term "Acquiring  Person"  shall  not  include  the
Company, any subsidiary of the Company,  any trustee or other  fiduciary
holding securities  under an  employee benefit  plan of  the Company  or
subsidiary of the  Company or  any person  holding Common  Stock for  or
pursuant to the terms of any such plan, any corporation owned,  directly
or indirectly, by the shareholders of  the Company in substantially  the
same proportions as  their ownership of  stock of  the Company,  Emerson
Radio Corp. and  its Affiliates and  Associates or  Geoffrey P.  Jurick.
For the purposes of  this Agreement, a person  who becomes an  Acquiring
Person by acquiring beneficial  ownership of 10% or  more of the  Common
Stock at any time after the date of this Agreement shall continue to  be
an Acquiring  Person whether  or not  such person  continues to  be  the
beneficial owner of 10% or more of the outstanding Common Stock.

     b.   Affiliate and Associate.   "Affiliate"  and "Associate"  shall
have the respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations  under the Exchange Act  in effect on  the
date of this Agreement.

     c.   Change in Control.  A "Change in Control" of the Company shall
have occurred if at any  time during the term  of this Agreement any  of
the following events shall occur:

          (i)  The Company is merged,  consolidated or reorganized  into
     or with another corporation or other  legal person and as a  result
     of such merger,  consolidation or reorganization  less than 60%  of
     the combined voting power to elect  each class of directors of  the
     then outstanding securities of  the remaining corporation or  legal
     person or its ultimate parent immediately after such transaction is
     <PAGE>
     available to be received by all of the Company's stockholders on  a
     pro rata  basis and  is  actually received  in  respect of,  or  in
     exchange for, voting  securities of  the Company  pursuant to  such
     transaction;
                                                         
          (ii) The Company sells all or substantially all of its  assets
     to any other corporation or other  legal person and as a result  of
     such sale less than 60% of the combined voting power to elect  each
     class of  directors  of the  then  outstanding securities  of  such
     corporation or  legal person  or  its ultimate  parent  immediately
     after such transaction is  available to be received  by all of  the
     Company's stockholders on a pro rata basis and is actually received
     in respect of, or in exchange for, voting securities of the Company
     pursuant to such sale (provided that this provision shall not apply
     to a registered public  offering of securities  of a subsidiary  of
     the Company, which offering is not part of a transaction  otherwise
     a part of or related to a Change in Control);

          (iii)  Any Acquiring Person has become the beneficial owner
     (as the term "beneficial owner" is defined under Rule 13d-3 or any
     successor rule or regulation promulgated under the Exchange Act) of
     securities which when added to any securities already owned by such
     person would represent  in the aggregate  30% or more  of the  then
     outstanding securities of the Company which are entitled to vote to
     elect any class of directors; or

         (iv)  If, during any period of two consecutive calendar  years,        
     individuals who at the beginning of such period were members of the
     Company's Board of Directors cease for any reason to constitute  at
     least a majority  thereof (unless the  election, or the  nomination
     for election by the Company's stockholders of each new director was
     approved by a  vote of at  least a majority  of the directors  then
     still in  office  who  were directors  at  the  beginning  of  such
     period).


                     II.  GENERAL PROVISIONS

     Subject to  the  other  terms and  provisions  hereof,  the  shares
subject to  this option  shall vest  annually in  equal installments  on
March 31, 1998, 1999 and 2000.  The right to exercise this option  shall
expire ten years from the  Effective Date of Grant  as set forth in  the
upper right hand corner on page 1 of this Agreement, except as the right
to exercise this option is otherwise qualified by the terms of the  Plan
or this Agreement.

     This option is not transferable otherwise than by will or the  laws
of  descent  and  distribution,  or  as  specifically  provided   below.
Optionee may  transfer  this  option to  (i)  the  spouse,  children  or
grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust
or trusts for the  exclusive benefit of  such Immediate Family  Members,
(iii) a  partnership or  other entity  in  which such  Immediate  Family
Members are the  only partners,  or (iv)  to other  persons or  entities
deemed appropriate by the Company's Stock Option Committee.  This option
may be  exercised during  the  lifetime of  the  Optionee, only  by  the
Optionee or by his guardian or legal representative or his transferee as
<PAGE>
permitted hereunder.  This option may be exercised, during the  lifetime
of the  Optionee, only  by the  Optionee  or by  his guardian  or  legal
representative or his transferee as permitted hereunder.  This option is
not liable for or subject to, in whole or in part, the debts, contracts,
liabilities or  torts  of  the  Optionee nor  shall  it  be  subject  to
garnishment, attachment,  execution, levy  or other  legal or  equitable
process.
   
   This option shall be subject to  the provisions of the Plan,  which
is a part  of the Form  S-8 Prospectus (the  "Prospectus") covering  the
shares granted under this option, and is incorporated in its entirety by
express reference herein.  A copy of  the Prospectus, as well as a  copy
of the  Company's  annual  report to  security  holders  containing  the
information required by  Rule 14a-3(b) under the  Exchange Act  for its
latest fiscal year, has  been provided to the  Optionee by the  Company,
and the Optionee hereby acknowledges receipt of same.  Additional copies
of these documents  are available from  the Company upon  request.   All
defined terms contained herein  shall have the  meaning provided in  the
Plan except to the extent otherwise provided herein.

     Except as otherwise provided  herein, the option granted  hereunder
shall terminate six (6) months after the date the Optionee ceases to  be
an employee of the Company (the "Termination Date") or until the  option
by its  terms  expires, whichever  first  occurs.   Notwithstanding  the
foregoing, in  the event  the termination  results from  the  Optionee's
death or disability, the option, to the extent it was exercisable on the
Termination Date  shall  be  exercisable  for  twelve  months  from  the
Termination Date or  until the option  by its  terms expires,  whichever
first occurs.    After  the  Optionee's  death,  this  option  shall  be
exercisable only by the Optionee's transferee as permitted hereunder  or
by the executor  or administrator of  the Optionee's estate,  or if  the
Optionee's estate is not in administration, by the Optionee's transferee
as permitted  hereunder  or  by  the  person  or  persons  to  whom  the
Optionee's rights shall have passed by the Optionee's will or under  the
laws of descent  and distribution of  the state where  the Optionee  was
domiciled at  the  date  of  death.   The  Company  may  suspend  for  a
reasonable period or periods  the time during which  this option may  be
exercised if, in the opinion of the Company, such suspension is required
to  enable  the  Company  to   remain  in  compliance  with   regulatory
requirements relating to the issuance of shares of Common Stock  subject
to this option.

     Notwithstanding  the    provisions  set   forth  herein,   in   the
event  (i)  of   a  Change   in  Control,  (ii)  Optionee is  terminated
other than for Cause (as defined in that certain Employment Agreement by
and between the Company and the Optionee dated as of August  4 , 1997 to
be effective as  of August  1, 1997,  the ("Employment Agreement") or          
(iii)  of a Constructive Discharge (as  defined  in  the  Employment
Agreement) of Optionee, then  from and after the  date of the Change  in
Control, the Constructive  Discharge or the  termination without  Cause,
whichever is applicable, all of the Options hereunder shall vest in full
and become immediately  exercisable and shall  remain exercisable  until
the option expires by its terms.


                    III.  EXERCISE OF OPTION
<PAGE>
     This option may be exercised only by written notice (the  "Exercise
Notice") by  the Optionee  to the  Company  at its  principal  executive
office.  The Exercise Notice shall be deemed given when deposited in the
U. S. mails, postage prepaid, addressed to the Company at its  principal
executive office, or if given other  than by deposit in the U.S.  mails,
when delivered in person to an executive officer of the Company at  that
office. The date of exercise of  the Option (the "Exercise Date")  shall
be the date of the postmark if the notice is mailed or the date received
if the notice is delivered other than by mail. The Exercise Notice shall
state the  number of  shares in  respect of  which the  option is  being
exercised and, if the shares for which the option is being exercised are
to be evidenced by more than one stock certificate, the denominations in
which the stock  certificates are  to be  issued.   The Exercise  Notice
shall be signed by the Optionee  and shall include the complete  address
of such person, together with such person's social security number.

     This option may be exercised either by tendering cash in the amount
of the Option Price  or by tendering shares  of Common Stock (which  may
include shares  previously acquired  upon  exercise of  options  granted
under the Plan).  The Exercise Notice shall be accompanied by payment of
the aggregate Option  Price of  the shares  purchased by  cash or  check
payable to the order of the Company  or by delivery of shares of  Common
Stock owned  by  the Optionee,  in  form satisfactory  to  the  Company,
tendered in full or partial payment of  the Option Price.  If shares  of
Common Stock are used to pay part or all of the Option Price, the  value
of such shares for purposes of exercising this option shall be the  Fair
Market Value of the Common Stock on the Exercise Date.  This Option  may
also be exercised by having shares of Common Stock having a Fair  Market
Value on the Exercise Date equal to the aggregate Option Price  withheld
by the Company.

     In addition  to  the  foregoing,  any  option  granted  under  this
Agreement may be exercised  by a broker-dealer acting on behalf  of the
Optionee if (i) the broker-dealer has received from the Optionee or the
Company a  fully- and  duly-endorsed agreement  evidencing such  option,
together with instructions signed by the Optionee requesting the Company
to deliver the  shares of  Common Stock subject  to such  option to  the
broker-dealer on behalf of the Optionee and specifying the account into
which such shares should be deposited, (ii) adequate provision has  been
made with respect to the payment of any withholding taxes due upon  such
exercise, and (iii)  the broker-dealer and the  Optionee have otherwise
complied with Section 220.3(e)(4) of Regulation  T, 12 CFR Part 220,  or
any successor provision.

     The certificates for shares of Common Stock as to which this option
shall have been  so exercised  shall be registered  in the  name of  the
Optionee and shall be delivered to the Optionee at the address specified
in the Exercise Notice.  In the case of the exercise of the option by an
Optionee who is employed by the Company or a Subsidiary on the  Exercise
Date, the Optionee in exercising such option shall make payment or other
arrangements (including, but not limited to, requesting that the Company
withhold shares of Common Stock that  were to be issued to the  Optionee
upon such exercise) satisfactory to the Company for withholding  federal
and state taxes, if applicable, with respect to the shares acquired upon
exercise of  the option.   In  the case  of options  exercised when  the
Optionee is no  longer employed  by the  Company or  a Subsidiary,  such
<PAGE>
option exercise shall be valid only  if accompanied by payment or  other
arrangement satisfactory to  the Company with  respect to the  Company's
obligations, if any, to withhold federal and state taxes with respect to
the exercise of  the option.   In the  event the  person exercising  the
option is a  transferee of the  Optionee, the Exercise  Notice shall  be
accompanied by  appropriate proof  of the  right of  such transferee  to
exercise this Option.

     Subject to  the limitation  expressed herein,  this Option  may  be
exercised with respect to all  or a part of  the shares of Common  Stock
subject to it.

     Neither the Optionee nor any person  claiming under or through  the
Optionee shall be or have any  rights or privileges of a stockholder  of
the Company in respect of any  of the shares issuable upon the  exercise
of the option,  unless and until  certificates representing such  shares
shall have been  issued (as evidenced  by the appropriate  entry on  the
books of  the Company  or of  a duly  authorized transfer  agent of  the
Company).

                       IV.  GOVERNING LAW

     This Agreement has  been executed  in, and  shall be  deemed to  be
performable in,  Dallas, Dallas  County, Texas.    For these  and  other
reasons, the parties agree that this Agreement shall be governed by  and
construed in  accordance with  the laws  of  the State  of Texas.    The
parties further agree that the  courts  of the  State of Texas, and  any
courts whose  jurisdiction  is derivative  on  the jurisdiction  of  the
courts of the State of Texas, shall have personal jurisdiction over  all
parties to this Agreement.

                      V.  ENTIRE AGREEMENT

     Except  for  the  Plan,  this  Agreement  constitutes  the   entire
agreement between the parties pertaining to the subject matter contained
in  it  and  supersedes   all  prior  and  contemporaneous   agreements,
representations and  understandings  of  the parties.    No  supplement,
modification or  amendment of  this Agreement  shall be  binding  unless
executed in writing by the party to be charged therewith.  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.
                           
                            VI.  DUPLICATE ORIGINALS

     Duplicate originals of this document shall be executed by both the
Company and  the Optionee,  each of  which  shall retain  one  duplicate
original.

                                SPORT SUPPLY GROUP, INC.



                                By:  /s/ Geoffrey P. Jurick
                                     Geoffrey P. Jurick
                                     Chief Executive Officer
ACCEPTED:

/s/Terrence M. Babilla
Terrence M. Babilla
6912 Desco Circle
Dallas, Texas 75225