STOCK PLEDGE AGREEMENT


     This Stock Pledge Agreement, dated as of July 14, 1999, is
by and between Rawling's Sporting Goods Company, Inc., and THE
FIRST NATIONAL BANK OF CHICAGO, as Agent.

                         R E C I T A L S:

1.      Pursuant to the Credit Agreement (as hereinafter defined) the
        Lenders have agreed to make certain loans and other financial
        accommodations to the Borrower (as hereinafter defined); and

2.      As a condition to further extensions of credit under the Credit
        Agreement, the Agent and the Lenders have requested that the
        Borrower grant to the Agent, on behalf of the Agent and the
        Lenders, a security interest in the Collateral (as hereinafter
        defined);

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

     a. DEFINITIONS.

     As used in this Pledge Agreement:

     "Agent" means The First National Bank of Chicago in its
capacity as Agent for the Lenders and not in its individual
capacity, and any successor Agent appointed pursuant to Article X
of the Credit Agreement.

     "Borrower" means Rawling's Sporting Goods Company, Inc., a
Delaware corporation, and its successors and assigns.

     "Collateral" means the Pledged Stock, the Stock Rights and
all proceeds of the foregoing.

     "Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as September 12, 1997 among the Borrower,
the Lenders and the Agent, heretofore and hereafter amended,
supplemented, restated or otherwise modified from time to time.

     "Default" means an event described in Section 6.1.

     "Default Rate" means the rate of interest which may be due
and owing from time to time on any Loan and payable to the
Borrower under the Credit Agreement pursuant to Section 2.11 of
such agreement.

     "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, lien, claim, charge, encumbrance,
title retention agreement, or lessor's interest, in, of or on the
Collateral or any <PAGE>portion thereof.

     "Pledge Agreement" means this Stock Pledge Agreement, as it
may be amended, supplemented, restated or otherwise modified from
time to time.

     "Pledged Stock" means all of the outstanding shares of
capital stock set forth on Schedule A hereto and any additional
capital stock pledged pursuant to Section 5.1 hereof.

     "Section" means a numbered section of this Pledge Agreement,
unless another document is specifically referenced.

     "Stock Rights" means any stock, any dividend or other
distribution and any other right or property which the Borrower
shall receive or shall become entitled to receive for any reason
whatsoever with respect to, in substitution for or in exchange
for any shares of Pledged Stock and any stock, any right to
receive stock and any right to receive earnings, in which the
Borrower now has or hereafter acquires any right, issued by an
issuer of the Pledged Stock.

     "Unmatured Default" means an event which but for the lapse
of time or the giving of notice, or both, would constitute a
Default.

     The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to such terms in the Credit
Agreement.

     b.   PLEDGE AND SECURITY INTEREST.  In order to secure the
          full and complete payment and performance by the
          Borrower of the Obligations when due, the Borrower
          hereby pledges and grants to the Agent for the benefit
          of the Agent and the Lenders, equally and ratably in
          proportion to the total Obligations owing at any time
          to the Agent and the Lenders, a first priority lien on,
          and security interest in, all of the Borrower's right,
          title and interest in and to the Collateral.

     c.   DEPOSIT OF CERTIFICATES FOR PLEDGED STOCK.  The
          certificates representing the Pledged Stock listed on
          Schedule A attached hereto shall be delivered to the
          Agent contemporaneously herewith together with
          appropriate undated stock powers duly executed in
          blank.  Neither the Agent nor the Lenders shall be
          obligated to preserve or protect any rights with
          respect to the Pledged Stock or to receive or give any
          notice with respect thereto whether or not the Agent or
          any Lender are deemed to have knowledge of such
          matters.

     d.   REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Agent and the
Lenders that:

          i.   EXISTENCE AND STANDING.  The Borrower is duly
               organized and is validly <PAGE>existing and in good
               standing under the laws of its jurisdiction of
               incorporation, and the Borrower has all requisite
               authority to conduct its business in each
               jurisdiction in which its business is conducted.

          ii.  AUTHORIZATION, VALIDITY AND ENFORCEABILITY.  The
               execution, delivery and performance by the
               Borrower of this Pledge Agreement has been duly
               authorized by proper corporate proceedings, and
               this Pledge Agreement constitutes a legal, valid
               and binding obligation of the Borrower,
               enforceable against the Borrower in accordance
               with its terms, and creates a security interest
               which is enforceable against the Borrower in all
               now owned and hereafter acquired Collateral except
               as enforceability may be limited by bankruptcy,
               insolvency or similar laws affecting the
               enforcement of creditors' rights generally and
               subject also to the availability of equitable
               remedies if equitable remedies are sought.  No
               consent or approval of any Governmental Authority
               which has not been obtained is required in
               connection with the execution, delivery and
               performance by the Borrower of this Pledge
               Agreement.

          iii. CONFLICTING LAWS AND CONTRACTS. Neither the
               execution and delivery by the Borrower of this
               Pledge Agreement, nor the creation and perfection
               of the security interest in the Collateral granted
               hereunder, nor compliance by the Borrower with the
               terms and provisions hereof will violate any law,
               rule, regulation, order, writ, judgment,
               injunction, decree or award binding on the
               Borrower or the Borrower's articles of
               incorporation or bylaws, the provisions of any
               indenture, instrument or agreement to which the
               Borrower is a party or is subject, or by which it,
               or its property, is bound, or conflict with or
               constitute a default thereunder, or result in the
               creation or imposition of any Lien (except to the
               extent created by the Pledge Agreement) pursuant
               to the terms of any such indenture, instrument or
               agreement.

          iv.  NO DEFAULT.  No Default or Unmatured Default
               exists.

          v.   PLEDGED STOCK.  The Borrower is the direct and
               beneficial owner of each share of the Pledged
               Stock and the Pledged Stock represents the
               percentage (on a fully diluted basis) of the
               issued and outstanding capital stock of its issuer
               as set forth on Schedule A hereto.  All of the
               shares of the Pledged Stock are duly authorized,
               validly issued, fully paid and nonassessable.  The
               Borrower has good and marketable title to the
               Pledged Stock and has all requisite rights, power,
               and authority to execute, deliver and comply with
               the terms of this Pledge Agreement and to pledge
               and deliver the Collateral to the Agent pursuant
               hereto.  The Pledged Stock is free and clear of
               all Liens, options, warrants, puts, calls, or
               other rights of third persons, and restrictions,
               other than (i) those liens arising under this
               Pledge Agreement and (ii) restrictions on
               transferability <PAGE>imposed by applicable state and
               Federal securities laws, rules and regulations.
               Assuming the Agent has possession of the Pledged
               Stock, the pledge, assignment and delivery of the
               Pledged Stock pursuant to this Pledge Agreement
               creates a valid, continuing, first perfected Lien
               on the Pledged Stock in favor of the Agent, for
               the benefit of the Agent and the Lenders, subject
               to no prior Lien of any other Person.

     e.   COVENANTS.

     From the date hereof and continuing thereafter until this
Pledge Agreement is terminated pursuant to Section 8.10, the
Borrower covenants and agrees with the Agent and the Lenders as
follows:

          i.   PLEDGE OF ADDITIONAL STOCK.  If the Borrower shall
               at any time acquire any additional shares of the
               capital stock of any class of the Pledged Stock,
               whether such acquisition shall be by purchase,
               exchange, reclassification, dividend, or
               otherwise, or acquire any new shares of capital
               stock of any newly formed or acquired Subsidiary
               (to the extent permitted by the Credit Agreement),
               the Borrower shall forthwith (and without the
               necessity for any request or demand by the Agent
               or any Lender) deliver the certificates
               representing such shares to the Agent, in the same
               manner as described in Section 3, provided,
               Borrower shall be obligated to pledge hereunder
               not more than 65% of each class of stock held by
               it in Rawlings de Costa Rica, S.A.  The Borrower
               will hold in trust for the Agent and the Lenders
               upon receipt and immediately thereafter deliver to
               the Agent any other instrument evidencing or
               constituting Collateral (except, prior to the
               occurrence of an Unmatured Default or a Default,
               ordinary cash dividends, if any, paid with respect
               to the Pledged Stock and the Stock Rights and
               permitted by the Credit Agreement).

          ii.  TITLE; SECURITY INTEREST AND LIEN.  The Borrower
               (a) will preserve, warrant, and defend title to
               and ownership of the Pledged Stock and the Lien in
               the Collateral created hereby against the claims
               of all Persons whomsoever; (b) will not at any
               time assign, transfer, or otherwise dispose of its
               right, title and interest in and to any of the
               Collateral; (c) will not do or suffer any matter
               or thing whereby the Lien created by this Pledge
               Agreement in and to the Collateral might or could
               be impaired; and (d) will not at any time,
               directly or indirectly, create, assume, or suffer
               to exist any Lien, warrant, put, option, or other
               rights of third Persons and restrictions in and to
               the Collateral or any part thereof other than (i)
               those Liens arising under this Pledge Agreement
               and (ii) restrictions on transferability imposed
               by applicable state and Federal securities laws,
               rules and regulations.

          iii. FURTHER ASSURANCES.  The Borrower, at its expense,
               shall from time to time execute and deliver to the
               Agent all such other assignments, certificates,
               supplemental documents and financing statements,
               and do all other acts or <PAGE>things as the Agent may
               reasonably request in order to more fully create,
               evidence, perfect, continue and preserve the
               priority of the Lien created hereby.

          iv.  Pledged Stock.

               (1)  CHANGES IN CAPITAL STRUCTURE OF ISSUERS.  The
                    Borrower will not (i) permit or suffer any
                    issuer of Pledged Stock to dissolve,
                    liquidate, retire any of its capital stock,
                    reduce its capital or merge or consolidate
                    with any other entity, except for a merger
                    permitted by Section 6.12 of the Credit
                    Agreement, or (ii) vote any of the Pledged
                    Stock in favor of any of the foregoing.

               (2)  ISSUANCE OF ADDITIONAL STOCK.  The Borrower
                    will not permit or suffer the issuer of any
                    of the Pledged Stock to issue any stock, any
                    right to receive stock or any right to
                    receive earnings, except to the Borrower.

               (3)  DISPOSITION OF COLLATERAL.  The Borrower will
                    not sell or otherwise dispose of all or any
                    part of the Collateral.

               (4)  REGISTRATION OF PLEDGED STOCK.  After the
                    occurrence of a Default, the Borrower will,
                    to the extent permitted by applicable law,
                    permit any registerable Collateral to be
                    registered in the name of the Agent or its
                    nominee at any time at the option of the
                    Required Lenders.

               (5)  EXERCISE OF RIGHTS IN PLEDGED STOCK.  The
                    Borrower will permit the Agent or its nominee
                    at any time after the occurrence of a
                    Default, without notice, to exercise all
                    voting and corporate rights relating to the
                    Collateral, including, without limitation,
                    exchange, subscription or any other rights,
                    privileges, or options pertaining to any
                    shares of the Pledged Stock and the Stock
                    Rights as if it were the absolute owner
                    thereof.

          v.   NOTICE OF DEFAULT.  The Borrower will give prompt
               notice in writing to the Agent and the Lenders of
               the occurrence of any Default or Unmatured Default
               and of any other development, financial or
               otherwise, which might materially adversely affect
               the Collateral.

     f.   RIGHTS OF BORROWER, AGENT AND THE LENDERS.

          i.   DEFAULT; EXERCISE OF STOCKHOLDER RIGHTS.

               (a)  Unless and until a Default shall occur and be
                    continuing, <PAGE>the Borrower shall be entitled to
                    receive all cash dividends or other
                    distributions on the Pledged Stock except (i)
                    distributions made in capital stock on the
                    Pledged Stock resulting from stock dividends
                    or on subdivision, combination, or
                    reclassification of the outstanding capital
                    stock of any corporation or as a result of
                    any merger, consolidation, acquisition or
                    other exchange of assets of any corporation;
                    and (ii) all sums paid on any Pledged Stock
                    upon liquidation or dissolution or reduction
                    of capital, repurchase, retirement or
                    redemption.  All such sums, dividends,
                    distributions, proceeds or property described
                    in the immediately preceding clauses (i) and
                    (ii) shall, if received by any Person other
                    than the Agent, be held in trust for the
                    benefit of the Agent and the Lenders and
                    shall forthwith be delivered to the Agent for
                    the benefit of the Agent and the Lenders
                    (accompanied by proper instruments of
                    assignment and/or stock powers executed by
                    the Borrower in accordance with the Agent's
                    instructions) to be held subject to the terms
                    of this Pledge Agreement.  Upon the
                    occurrence of a Default, the Agent, for the
                    benefit of the Agent and the Lenders, shall
                    be entitled to receive all payments of
                    whatever kind made upon or with respect to
                    any Collateral and to hold such payments as
                    Collateral or apply such payments pursuant to
                    the terms of this Agreement and the Credit
                    Agreement.  The relative rights of the Agent
                    and the Lenders to receive such payments
                    shall be in proportion to the relative
                    amounts of all Obligations owing to the Agent
                    and the Lenders and the aggregate amount of
                    all Obligations then outstanding.  As used
                    herein, the term "Default" shall mean the
                    occurrence of any one or more of the
                    following events:

                    (i)  Any representation or warranty made by
                         or on behalf of the Borrower to the
                         Agent or the Lenders under or in
                         connection with this Pledge Agreement
                         shall be false in any material respect
                         as of the date on which made.

                    (ii) The breach by the Borrower of any of the
                         terms or provisions of Section 5.1, 5.3,
                         5.4.1, 5.4.2, 5.4.3, 5.4.5, 5.5 or 7(b).

                   (iii) The breach by the Borrower (other than a
                         breach which constitutes a Default under
                         Section 6.1(a)(A) or 6.1(a)(B)) of any
                         of the terms or provisions of <PAGE>this
                         Pledge Agreement which is not remedied
                         within 20 days after the giving of
                         written notice by the Agent.

                    (iv) The Agent shall not have a first
                         perfected security interest in the
                         Collateral, other than cash dividends
                         and other distributions which the
                         Borrower is entitled to retain pursuant
                         to Section 6.1 hereof.

                    (v)  The occurrence of any "Default" under,
                         and as defined in, the Credit Agreement.

               (b)  Prior to the occurrence of a Default, the
                    Borrower shall have the sole and exclusive
                    right to vote and give consents with respect
                    to all of the Collateral and to consent to,
                    ratify, or waive notice of any and all
                    meetings.  Upon the occurrence of a Default,
                    the Agent, shall have the exclusive right,
                    but shall not be obligated, at the election
                    of the Required Lenders (A) to vote and give
                    consents with respect to the issuer of any
                    Pledged Stock and to join in and become a
                    party to any plan of recapitalization,
                    reorganization, or readjustment (whether
                    voluntary or involuntary) as shall seem
                    desirable to the Agent, on behalf of the
                    Lenders, to protect or further their
                    interests in respect of the Collateral, (B)
                    to deposit the Collateral under any such
                    plan, and (C) to make any exchange,
                    substitution, cancellation, or surrender of
                    the Collateral required by any such plan and
                    to take such action with respect to the
                    Collateral as may be required by any such
                    plan or for the accomplishment thereof, and
                    no such disposition, exchange, substitution,
                    cancellation, or surrender shall be deemed to
                    constitute a release of the Collateral from
                    the Lien of this Pledge Agreement.

          ii.  RIGHT OF SALE AFTER DEFAULT.  Upon the occurrence
               and during the continuance of a Default the Agent
               on behalf of the Lenders may exercise any or all
               of the rights and remedies provided (i) in this
               Pledge Agreement, (ii) to a secured party when a
               debtor is in default under a security agreement by
               the Illinois Uniform Commercial Code and (iii) by
               any other applicable law including, without
               limitation, any law governing the exercise of a
               bank's right of setoff or bankers' lien.  Without
               limiting the generality of the foregoing, upon the
               occurrence and continuance of a Default, the Agent
               may sell, without recourse to judicial
               proceedings, with the right to bid for and buy,
               free from any right of redemption, the Collateral
               or any part thereof, upon ten days' notice (which
               notice is <PAGE>agreed to be reasonable notice for the
               purposes hereof) to the Borrower of the time and
               place of sale, for cash, upon credit or for future
               delivery, at the Lenders' option and in the
               Lenders' complete discretion:

                    (a)  At public sale, including a sale at any
                         broker's board or exchange;

                    (b)  At private sale in any commercially
                         reasonable manner which will not require
                         the Collateral, or any part thereof, to
                         be registered in accordance with the
                         Securities Act of 1933, as amended, or
                         the rules and regulations promulgated
                         thereunder, or any other law or
                         regulation.  The Agent and the Lenders
                         are also hereby authorized, but not
                         obligated, to take such actions, give
                         such notices, obtain such consents, and
                         do such other things as they may deem
                         required or appropriate in the event of
                         sale or disposition of any of the
                         Collateral.  The Borrower understands
                         that the Agent, on behalf of the
                         Lenders, may in its discretion approach
                         a restricted number of potential
                         purchasers and that a sale under such
                         circumstances may yield a lower price
                         for the Collateral, or any portion
                         thereof, than would otherwise be
                         obtainable if the same were registered
                         and sold in the open market.  The
                         Borrower agrees that (i) in the event
                         the Agent shall so sell the Collateral,
                         or any portion thereof, at such private
                         sale or sales, the Agent and the Lenders
                         shall have the right to rely upon the
                         advice and opinion of any Person who
                         regularly deals in or evaluates stock of
                         the type constituting the Collateral as
                         to the price obtainable in a
                         commercially reasonable manner upon such
                         a private sale thereof, and (ii) such
                         reliance shall be conclusive evidence
                         that the Agent and the Lenders handled
                         such matter in a commercially reasonable
                         manner.

     In the case of any sale by the Agent on behalf of the
Lenders of the Collateral on credit or for future delivery, the
Collateral sold may be retained by the Agent until the selling
price is paid by the purchaser, but neither the Agent nor any
Lender shall incur liability in case of failure of the purchaser
to take up and pay for the Collateral so sold.

     In the event that the Agent and the Lenders reasonably
determine that a private sale is not economically practical, and
if in the opinion of the Agent and the Lenders it is necessary or
advisable to have such securities registered under the provisions
of such Act, or any similar law relating to the registration of
securities, the Borrower agrees, at its own expense, to (i)
execute and deliver all such instruments and documents, and do or
cause to be done such other acts and things, as may be necessary
or, in the opinion of the Agent, advisable to register such
securities under the provisions of such Act or any applicable
similar law relating to the registration of securities, and the
<PAGE>Borrower will use its best efforts to cause the registration
statement relating thereto to become effective and to remain
effective for such period as the Agent shall request, and to make
all amendments thereto and/or to the related prospectus which, in
the opinion of the Agent, are necessary or desirable, all in
conformity with the requirements of such Act and the rules and
regulations of the Securities and Exchange Commission applicable
thereto; (ii) use its best efforts to qualify such securities
under state "blue sky" or securities laws, all as reasonably
requested by the Agent; and (iii) at the request of the Agent,
indemnify and hold harmless the Lenders, the Agent, any
underwriters (and any Person controlling any of the foregoing),
and their respective employees, officers, agents, attorneys, and
accountants (collectively, the "Indemnified Parties") from and
against any loss, liability, claim, damage, and expense
(including, without limitation, fees of counsel incurred in
connection therewith) under such Act or otherwise, insofar as
such loss, liability, claim, damage, or expense arises out of or
is based upon any untrue statement or alleged untrue statement of
any material fact furnished by the Borrower contained in any
registration statement under which such securities were
registered under such Act or other securities laws, any
preliminary prospectus or final prospectus contained therein, or
arise out of or are based upon any omission or alleged omission
by the Borrower to state therein a material fact required to be
stated or necessary to make the statements therein not
misleading, such indemnification to remain operative regardless
of any investigation made by or on behalf of any Indemnified
Party; provided, however, that the Borrower shall not be liable
in any case to the extent that any such loss, liability, claim,
damage, or expense arises out of or is based upon an untrue
statement or alleged untrue statement or an omission or an
alleged omission made in reliance upon and in conformity with
written information furnished to the Borrower by an Indemnified
Party specifically for use in such registration statement or
preliminary or final prospectus.

          iii. APPLICATION OF PROCEEDS.  The Agent shall apply
               the proceeds of the Collateral, including the
               proceeds of any sales or other disposition of the
               Collateral, or any part thereof, under Section 6,
               in the following order unless a court of competent
               jurisdiction shall otherwise direct:

                    (a)  FIRST, to payment of all reasonable
                         costs and expenses of the Agent and the
                         Lenders incurred in connection with the
                         collection and enforcement of the
                         Obligations or of the security interest
                         granted to the Agent and the Lenders
                         pursuant to this Pledge Agreement,
                         including all costs and expenses of any
                         sale pursuant hereto, and of any
                         judicial or private proceedings in which
                         such sale may be made, and of all other
                         expenses, liabilities and advances made
                         or incurred by the Agent, the Lenders
                         and the agents and attorneys of each of
                         them, together with interest at the
                         Default Rate on such costs, expenses and
                         liabilities and on all advances made by
                         the Agent or any Lender from the date
                         any such cost, expense or liability is
                         due, owing or unpaid or any such advance
                         is made, in each case until paid in
                         full;
<PAGE>
                    (b)  (SECOND, for application in accordance
                         with Section 7.3 of the Borrower
                         Security Agreement; and

                    (c)  THIRD, the balance, if any, after all of
                         the Obligations have been satisfied,
                         shall be remitted to the Borrower.

          iv.  GOVERNANCE.  All rights and remedies available to
               the Agent or the Lenders with respect to the
               grant, foreclosure and enforcement of the security
               interest and lien granted hereby and with respect
               to any action permitted hereunder may be exercised
               solely by the Agent acting with the concurrence of
               the Required Lenders.

     g.   WAIVERS, AMENDMENTS AND REMEDIES.

     No delay or omission of the Agent to exercise any right or
remedy granted under this Pledge Agreement shall impair such
right or remedy or be construed to be a waiver of any Default or
an acquiescence therein, and any single or partial exercise of
any such right or remedy shall not preclude other or further
exercise thereof or the exercise of any other right or remedy,
and no waiver, amendment or other variation of the terms,
conditions or provisions of this Pledge Agreement whatsoever
shall be valid unless in writing signed by the Agent with the
concurrence of the Required Lenders, and then only to the extent
in such writing specifically set forth; provided, however, that
any amendment purporting to release all or any portion of the
Collateral shall be valid only if signed by the Agent with the
concurrence of all of the Lenders.  All rights and remedies
contained in this Pledge Agreement or by law afforded shall be
cumulative and all shall be available to the Agent and the
Lenders until the Obligations have been paid in full.

     h.   GENERAL PROVISIONS.

          i.   INDEMNITY.  The Borrower hereby agrees to assume
               liability for, and does hereby agree to indemnify
               and keep harmless the Agent and the Lenders, and
               their respective successors, assigns, agents and
               employees, from and against any and all
               liabilities, damages, penalties, suits, costs and
               expenses of any kind and nature, imposed on,
               incurred by or asserted against the Agent or the
               Lenders, or their respective successors, assigns,
               agents and employees, in any way relating to or
               arising out of any action taken or failure to act
               by the Borrower under or in respect of this Pledge
               Agreement, provided that no such Person shall be
               entitled to indemnification for liabilities,
               damages, penalties, suits, costs and expenses
               caused by its or their own gross negligence or
               willful misconduct.

          ii.  SECURED PARTY PERFORMANCE OF BORROWER OBLIGATIONS.
               Without having any obligation to do so, if a
               Default has occurred and is continuing the Agent
               may perform or pay any obligation which the
               Borrower has agreed to perform or pay in this
               Pledge Agreement and the Borrower shall <PAGE>reimburse
               the Agent for any amounts paid by the Agent
               pursuant to this Section 8.2.  The Borrower's
               obligation to reimburse the Agent pursuant to the
               preceding sentence shall constitute an Obligation
               payable on demand.

          iii. AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN
               ACTION.  The Borrower irrevocably authorizes the
               Agent at any time and from time to time in the
               sole discretion of the Agent and appoints the
               Agent as its attorney in fact to act on behalf of
               the Borrower (i) to execute on behalf of the
               Borrower as debtor and to file financing
               statements necessary or desirable in the Agent's
               sole discretion to perfect and to maintain the
               perfection and priority of the Agent's security
               interest in the Collateral, (ii) to indorse and
               collect any cash proceeds of the Collateral, (iii)
               to file a carbon, photographic or other
               reproduction of this Pledge Agreement or any
               financing statement with respect to the Collateral
               as a financing statement in such offices as the
               Agent in its sole discretion deems necessary or
               desirable to perfect and to maintain the
               perfection and priority of the Agent's and the
               Lenders' security interest in the Collateral, and
               (iv) to apply the proceeds of any Collateral
               received by the Agent to the Obligations as
               provided in Section 6.3 if a Default has occurred
               and is continuing.

          iv.  SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.  The
               Borrower acknowledges and agrees that a breach of
               any of the covenants contained in Sections 5.1 and
               5.3 will cause irreparable injury to the Agent and
               the Lenders, that the Agent and Lenders have no
               adequate remedy at law in respect of such breaches
               and therefore agrees, without limiting the right
               of the Agent or the Lenders to seek and obtain
               specific performance of other obligations of the
               Borrower contained in this Pledge Agreement, that
               the covenants of the Borrower contained in the
               Sections referred to in this Section 8.4 shall be
               specifically enforceable against the Borrower.

          v.   DEFINITION OF CERTAIN TERMS.  Terms defined in the
               Illinois Uniform Commercial Code which are not
               otherwise defined in this Pledge Agreement are
               used in this Pledge Agreement as defined in the
               Illinois Commercial Code as in effect on the date
               hereof.

          vi.  BENEFIT OF AGREEMENT.  The terms and provisions of
               this Pledge Agreement shall be binding upon and
               inure to the benefit of the Borrower, the Agent
               and the Lenders and their respective successors
               and assigns, except that the Borrower shall not
               have the right to assign its rights under this
               Pledge Agreement or any interest herein, without
               the prior written consent of the Agent.

          vii. SURVIVAL OF REPRESENTATIONS.  All representations
               and warranties of the <PAGE>Borrower contained in this
               Pledge Agreement shall survive the execution and
               delivery of this Pledge Agreement.

         viii. TAXES AND EXPENSES.  Any taxes (including income
               taxes other than taxes on the overall net income
               of the Lenders) payable or ruled payable by
               Federal or State authority in respect of this
               Pledge Agreement shall be paid by the Borrower,
               together with interest and penalties, if any.  The
               Borrower shall reimburse the Agent for any and all
               outofpocket expenses and internal charges
               (including reasonable attorneys' fees and
               reasonable time charges of attorneys and
               paralegals who may be employees of the Agent) paid
               or incurred by the Agent in connection with the
               preparation, execution, delivery, administration,
               collection and enforcement of this Pledge
               Agreement or in the collection, preservation or
               sale of the Collateral.

          ix.  HEADINGS.  The title of and section headings in
               this Pledge Agreement are for convenience of
               reference only, and shall not govern the
               interpretation of any of the terms and provisions
               of this Pledge Agreement.

          x.   TERMINATION.  This Pledge Agreement and the Liens
               arising hereunder shall (i) become effective as of
               the date hereof upon the execution hereof and (ii)
               continue in effect (notwithstanding the fact that
               from time to time there may be no Obligations
               outstanding) until no Obligations or commitments
               of the Agent or the Lenders which could give rise
               to any Obligations shall be outstanding.  Such
               delivery shall be without warranty of, or recourse
               to, the Agent.

          xi.  RELEASES; PARTIAL RELEASES.  Any cash dividends
               received by the Borrower in accordance with the
               terms of Section 6.1(a) shall be deemed released
               from the Lien of this Pledge Agreement and shall
               be held by the Borrower (or any transferee of
               Borrower) free and clear of the Lien created by
               this Pledge Agreement.  Upon termination of this
               Pledge Agreement in accordance with the provisions
               of Section 8.10, the Agent shall, at the
               Borrower's request and expense, execute such
               release as the Borrower may reasonably request, in
               form and upon terms acceptable to the Agent in all
               respects, and shall deliver all certificates
               representing the Pledged Stock and other property
               held in respect thereof hereunder which is in the
               Agent's possession, together with all stock powers
               or other instruments of transfer reasonably
               required to effect delivery to the Borrower.

          xii. ENTIRE AGREEMENT.  This Pledge Agreement embodies
               the entire agreement and understanding among the
               Borrower, the Lenders and the Agent relating to
               the Collateral and supersedes all prior agreements
               and understandings among the Borrower, the Lenders
               and the Agent relating to the Collateral.
<PAGE>
         xiii. CHOICE OF LAW.  THIS PLEDGE AGREEMENT SHALL BE
               CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
               (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
               ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
               APPLICABLE TO NATIONAL BANKS.

          xiv. WAIVERS.  Except to the extent expressly otherwise
               provided herein or in any Loan Document, the
               Borrower waives, to the extent permitted by
               applicable law, (i) any right to require the Agent
               or any Lender to proceed against any other Person,
               to exhaust their rights in any other collateral,
               or to pursue any other right which the Agent or
               any Lender may have, (ii) with respect to the
               Obligations, presentment and demand for payment,
               protest, notice of protest and nonpayment, and
               notice of the intention to accelerate, and (iii)
               all rights of marshalling in respect of any and
               all of the Collateral.

          xv.  AGENT APPOINTED ATTORNEY-IN-FACT.  The Borrower
               hereby irrevocably appoints the Agent as
               Borrower's attorney-in-fact, with full authority
               in the place and stead of the Borrower and in the
               name of the Borrower or otherwise, from time to
               time in the Agent's discretion reasonably
               exercised, to take any action and to execute any
               instrument that the Agent deems reasonably
               necessary or advisable to receive, endorse and
               collect all instruments made payable to the
               Borrower representing any dividend, interest
               payment or other distribution in respect of the
               Collateral or any part thereof and to give full
               discharge for the same, when and to the extent
               permitted by this Pledge Agreement.

          xvi. SEVERABILITY.  The provisions of this Pledge
               Agreement are severable and if any clause or
               provision hereof shall be held invalid or
               unenforceable in whole or in part, then such
               invalidity or unenforceability shall attach only
               to such clause or provision, or part thereof, and
               shall not in any manner affect such clause or
               provision in any other jurisdiction or any other
               clause or provision in this Pledge Agreement or
               any jurisdiction.

     i.   NOTICES.

          i.   SENDING NOTICES.  Any notice required or permitted
               to be given under this Agreement may be, and shall
               be deemed, given and sent in accordance with the
               provisions of Section 13.1 of the Credit Agreement
               when deposited in the United States mail, postage
               prepaid, or by telegraph or telex when delivered
               to the appropriate office for transmission,
               charges prepaid, addressed to the Borrower and the
               Agent at the addresses set forth in the Credit
               Agreement.
<PAGE>
          ii.  CHANGE IN ADDRESS FOR NOTICES.  Each of the
               Borrower and the Agent may change the address for
               service of notice upon it by a notice in writing
               to the other party.

          iii. COUNTERPARTS.  This Pledge Agreement may be
               executed in any number of counterparts, all of
               which taken together shall constitute one
               agreement, and any of the parties hereto may
               execute this Pledge Agreement by signing any such
               counterpart.  This Pledge Agreement shall be
               effective when it has been executed by the
               Borrower and the Agent.

     j.   THE AGENT.

     The First National Bank of Chicago has been appointed Agent
hereunder pursuant to Article X of the Credit Agreement, and the
Agent has agreed to act (and any successor Agent shall act) as
such only upon the express conditions contained in such Article
X.  Any successor Agent appointed pursuant to Article X of the
Credit Agreement shall be entitled to all the rights, interests
and benefits of the Agent hereunder.
<PAGE>
     IN WITNESS WHEREOF, the undersigned have executed this Stock
Pledge Agreement as of the date first above written.



                                   RAWLING'S SPORTING GOODS
                                   COMPANY, INC.



                                   By: /s/ Rexford K. Peterson
                                   Name: Rexford K. Peterson
                                   Title:  Chief Financial Officer


                                   THE FIRST NATIONAL BANK OF
                                   CHICAGO, as Agent



                                   By: /s/ Nathan Block

                                   Name:   Nathan Block

                                   Title: First Vice President
<PAGE>
STATE OF                 )
                         )  SS:
COUNTY OF                )




     The foregoing Stock Pledge Agreement was executed and
acknowledged before me this _____ day of _________, ____ by
_______________, personally known to me to be the
________________ of ____________________, a ____________________,
corporation, on behalf of such corporation.

                                   NOTARY PUBLIC

                                   My Commission Expires:
(SEAL)