INTELLECTUAL PROPERTY ASSIGNMENT OF SECURITY INTEREST


    This Intellectual Property Assignment of Security Interest
(this "Assignment") is dated as of July 14, 1999 by and between
Rawling's Sporting Goods Company, Inc. (the "Assignor"), and THE
FIRST NATIONAL BANK OF CHICAGO, as agent (the "Agent") for the
Lenders (as hereinafter defined).

                         R E C I T A L S:

1.  Pursuant to that certain Amended and Restated Credit
    Agreement dated as of September 12, 1997 among the Assignor,
    the financial institutions signatory thereto (the
    "Lenders"), and the Agent (as heretofore and hereafter
    restated, amended or modified, the "Credit Agreement"), the
    Lenders have agreed to make certain loans and other
    financial accommodations to the Assignor; and

2.  As a condition to further extensions of credit under the
    Credit Agreement the Lenders have required that the Assignor
    grant to the Agent, on behalf of the Lenders and at the
    Agent's request, a security interest in certain of the
    Assignor's assets;

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

    a.   DEFINITIONS AND EFFECT.

         i.   GENERAL TERMS.  As used in this Assignment:

         "Assignment" means this Intellectual Property
Assignment of Security Interest, as it may be amended, modified
or restated from time to time.

         "Collateral" has the meaning ascribed to it by Section
2 hereof.

         "Copyrights" has the meaning ascribed to it by Section
2(a) hereof.

         "Default" means an event described in Section 5 hereof.

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

         "Licenses" has the meaning ascribed to it by Section
2(c) hereof.

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

         "Obligations" means all "Obligations" as defined in the
Credit Agreement.

         "Patents" has the meaning ascribed to it by Section
2(d) hereof.

         "Related Documents" means, collectively, all documents
and things in the Assignor's possession related to the production
and sale by the Assignor, or any Affiliate, Subsidiary, licensee
or subcontractor thereof, of products or services sold by or
under the authority of the Assignor in connection with the
Patents, Trademarks, Copyrights or Licenses including, without
limitation, all product and service specification documents and
production and quality control manuals used in the manufacture of
products or provision of services sold under or in connection
with the Trademarks.

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

         "Trademarks" has the meaning ascribed to it by Section
2(b) hereof.

         "Unmatured Default" means an event which but for the
lapse of requisite time or the giving of requisite 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 not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement.

    b.   GRANT OF SECURITY INTEREST.

         The Assignor hereby sells, assigns, transfers and sets
over to the Agent, for the benefit of itself and the Lenders, and
grants to the Agent, for the benefit of itself and the Lenders, a
security interest in all of the Assignor's right, title and
interest in and to all of its now owned or existing and hereafter
acquired or arising property described as follows (collectively,
the "Collateral") to secure payment of the Obligations:

                        (a)  all United States and foreign
                             copyrights, including, without
                             limitation, the copyright
                             registrations listed on Exhibit A
                             hereto, and applications therefor
                             and renewals thereof and all
                             income, royalties, damages and
                             payments now and hereafter due
                             and/or payable under and with
                             respect to all United States and
                             foreign copyrights including,
                             without limitation, damages and
                             payments for past and future
                             infringements thereof (all of the
                             foregoing are sometimes hereinafter
                             individually and/or collectively
                             referred to as the "Copyrights");

                        (b)  all United States and foreign
                             trademarks, tradenames, <PAGE>service
                             marks, trademark and service mark
                             registrations and renewals, and
                             trademark and service mark
                             applications, including, without
                             limitation, the U.S. trademark and
                             service mark applications and
                             registrations listed on Exhibit B
                             hereto, as well as any renewals
                             thereof and the trademarks and
                             service marks covered thereby, and
                             all income, royalties, damages and
                             payments now and hereafter due
                             and/or payable under and with
                             respect to all trademarks,
                             tradenames and service marks
                             including, without limitation,
                             damages and payments for past and
                             future infringements thereof
                             against third parties (all of the
                             foregoing are sometimes hereinafter
                             individually and/or collectively
                             referred to as the "Trademarks");

                        (c)  all license agreements in which the
                             Assignor is or becomes licensed (or
                             grants or permits, whether now or
                             in the future a license) to use a
                             copyright, trademark, service mark,
                             tradename, patent or the related
                             knowhow including, without
                             limitation, the license agreements
                             listed on Exhibit C hereto (the
                             "Licenses");

                        (d)  all United States and foreign
                             patents and patent applications,
                             whether in the United States or any
                             foreign jurisdiction, and the
                             inventions and improvements
                             described and claimed therein and
                             trade secrets and know-how related
                             thereto, including, without
                             limitation, the patents and patent
                             applications listed on Exhibit D
                             hereto, and the re-issues,
                             divisions, renewals, extensions and
                             continuations-in-part thereof and
                             all income, royalties, damages and
                             payments now and hereafter due
                             and/or payable thereunder and with
                             respect thereto, including, without
                             limitation, damages and payments
                             for past and future infringements
                             thereof, the right to sue for past,
                             present and future infringements
                             thereof and all rights
                             corresponding thereto throughout
                             the world (all of the foregoing
                             being sometimes hereinafter
                             individually and/or collectively
                             referred to as the "Patents");

                        (e)  the goodwill of the Assignor's
                             business connected with the use of
                             and symbolized by the Trademarks;

                        (f)  the Related Documents; and

                        (g)  all products and proceeds,
                             including, without limitation,
                             insurance proceeds, of any of the
                             foregoing.
<PAGE>
    c.   REPRESENTATIONS AND WARRANTIES.

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

         i.   EXISTENCE AND STANDING.  The Assignor is duly
              organized, validly existing and in good standing
              under the laws of its jurisdiction of
              incorporation, and the Assignor has all requisite
              authority to conduct its business and is qualified
              to do business in each jurisdiction in which its
              business is conducted except those jurisdictions
              in which the failure to so qualify could not
              reasonably be expected to have a Material Adverse
              Effect.

         ii.  AUTHORIZATION, VALIDITY AND ENFORCEABILITY.  The
              execution, delivery and performance by the
              Assignor of this Assignment have been duly
              authorized by proper corporate proceedings, and
              this Assignment constitutes a legal, valid and
              binding obligation of the Assignor and creates a
              security interest which is enforceable against the
              Assignor in all now owned and hereafter acquired
              Collateral except as enforceability may be limited
              by bankruptcy, insolvency or similar laws
              affecting enforcement of creditors' rights
              generally and subject also to the availability of
              equitable remedies if equitable remedies are
              sought.

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

         iv.  PRINCIPAL LOCATION.  As of the date hereof, the
              Assignor's mailing address, and the location of
              its chief executive office and the books and
              records relating to the Collateral are disclosed
              in Exhibit E hereto.

         v.   NO OTHER NAMES.  Except as set forth in Exhibit F
              hereto, since July 1, 1994, the Assignor has not
              conducted business under any name except the names
              in which it has executed this Assignment or as
              otherwise disclosed pursuant to the Loan
              Documents.

         vi.  NO DEFAULT.  No Default or Unmatured Default
              exists.
<PAGE>
         vii. NO FINANCING STATEMENTS.  Upon the making of the
              filings and recordings specified in clauses (a)
              and (b) of Section 3.8 below, the Agent will have
              a first priority perfected security interest in
              the Collateral.  No financing statement or similar
              document describing all or any portion of the
              Collateral which has not lapsed or been terminated
              naming the Assignor as debtor or assignor has been
              filed in any jurisdiction or office, including,
              without limitation, the United States Patent and
              Trademark Office or the United States Copyright
              Office except financing statements or similar
              documents permitted by Section 6.18 of the Credit
              Agreement.

       viii.  SECURITY INTEREST.  This Assignment creates a
              valid security interest in and collateral
              assignment of the Collateral, enforceable against
              the Assignor and all third parties, securing
              payment of the Obligations, which security
              interest will be perfected, with respect to rights
              in the United States,  upon (a) the recording of
              this Assignment in the Office of the Commissioner
              of Patents and Trademarks and the United States
              Copyright Office, and (b) the filing of Uniform
              Commercial Code financing statements with the
              Secretary of State of Missouri.

         ix.  REGISTRATIONS.  To the knowledge of Assignor's
              officers, the Assignor has duly and properly
              applied for registration of the Copyrights,
              Trademarks and Patents listed in Exhibits A, B and
              D hereto as indicated thereon, respectively, in
              the United States Patent and Trademark Office or
              the Copyright Office, as applicable.

         x.   LITIGATION.  There has been no litigation,
              arbitration, governmental investigation,
              proceeding or inquiry pending or, to the knowledge
              of any of the Assignor's officers, threatened
              against or affecting the Assignor or its
              Subsidiaries challenging the Assignor's right,
              title and interest in the Collateral or alleging
              that the Assignor's use of any Collateral violates
              the rights of any Person which could reasonably be
              expected to have a Material Adverse Effect.  To
              the knowledge of Assignor's officers, the
              Assignor's use of the Collateral does not infringe
              upon the rights of any third party.

         xi.  COMPLETE LISTING.  The Copyright, Trademark, and
              Patent applications and registrations and the
              Licenses set forth on the Schedules hereto
              constitute, as of the date hereof, all such
              applications, registrations and Licenses of the
              Assignor and Assignor has good and marketable
              title to all such property, free and clear of all
              Liens other than those in favor of the Agent and
              the Lenders or permitted under Section 6.18 of the
              Credit Agreement.

    d.   COVENANTS.
<PAGE>
         From the date of this Assignment, and thereafter until
this Assignment is terminated:

         i.   INSPECTION.  The Assignor will permit the Agent,
              by representatives and agents, to examine and make
              copies of the records of the Assignor relating to
              the Collateral, and to discuss the Collateral and
              the records of the Assignor with respect thereto
              with, and to be advised as to the same by, the
              Assignor's officers and employees at such
              reasonable times and intervals as the Agent may
              designate.

         ii.  TAXES.  The Assignor will pay when due all taxes,
              assessments and governmental charges and levies
              upon the Collateral to the extent permitted
              pursuant to clauses (a) and (b) of Section 6.5 of
              the Credit Agreement.

         iii. RECORDS AND REPORTS.  The Assignor will maintain
              complete and accurate books and records with
              respect to the Collateral, and furnish to the
              Agent, with sufficient copies for each of the
              Lenders, such reports relating to the Collateral
              as the Agent shall from time to time reasonably
              request.

         iv.  NOTICE OF DEFAULT.  The Assignor 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 other,
              which would have a Material Adverse Effect.

         v.   FINANCING STATEMENTS AND OTHER ACTIONS.  The
              Assignor will execute and deliver to the Agent all
              financing statements and other documents from time
              to time requested by the Agent or any Lender in
              order to maintain and/or perfect a first perfected
              security interest in the Collateral.

         vi.  DISPOSITION OF COLLATERAL.  Except for
              non-exclusive licensing agreements or as permitted
              under the Credit Agreement, the Assignor will not
              sell, lease or otherwise dispose of the Collateral
              without the prior consent of Agent, which consent
              shall not be unreasonably withheld.

         vii. LIENS.  The Assignor will not create, incur or
              suffer to exist any Lien upon the Collateral
              except the security interest created by this
              Assignment and as otherwise permitted by Section
              6.18 of the Credit Agreement.

       viii.  OTHER FINANCING STATEMENTS.  The Assignor will not
              sign or authorize the signing on its behalf of any
              financing statement naming it as debtor covering
              all or any portion of the Collateral, except
              financing statements naming the Agent, on behalf
              of the Lenders, as secured parties.

         ix.  PRESERVATION OF VALUE.  The Assignor agrees to
              protect and preserve the value and integrity of
              all material Trademarks, Patents, Copyrights and<PAGE>
              Licenses and, to that end, shall maintain the
              quality of any and all of its products or services
              bearing the trademarks or service marks included
              in such Trademarks, Patents, Copyrights or
              Licenses consistent with the quality of such
              products and services of such marks as of the date
              of this Assignment.

         x.   COLLATERAL ROYALTIES; TERM.  The Assignor hereby
              agrees that any use by the Agent, on behalf of the
              Lenders, of any Patents, Copyrights, Trademarks
              and Licenses as described above shall be
              worldwide, to the extent possessed by the
              Assignor, and without any liability for royalties
              or other related charges from the Agent or any
              Lender to the Assignor.  The term of the
              assignments and grants of security interests
              granted herein shall extend until the expiration
              of each of the respective Copyrights, Trademarks,
              Patents and Licenses assigned or pledged
              hereunder, or until the Obligations have been
              indefeasibly paid in full, no commitment by the
              Agent or any Lender exists that could give rise to
              any Obligations and the Credit Agreement and this
              Assignment have been terminated, whichever first
              occurs.

         xi.  ANNUAL REPORT.  The Assignor shall provide the
              Agent upon request, and in any event within 15
              days after the end of each calendar quarter, with
              a list of all new applications for United States
              and foreign copyright registrations, patents and
              trademark registrations, which new applications
              shall be subject to the terms and conditions of
              this Assignment.  The Assignor hereby authorizes
              the Agent to modify this Assignment by amending
              the Exhibits hereto to include any such new
              Trademarks, Patents, Copyrights or Licenses and to
              re-record this Assignment from time to time as the
              Agent sees fit.

         xii. DUTIES OF ASSIGNOR.  The Assignor shall have the
              duty (a) to prosecute diligently any application
              to register any material Patents, Trademarks and
              Copyrights pending as of the date hereof or
              thereafter until all Obligations have been
              indefeasibly paid in full, (b) to make application
              on unpatented but patentable material inventions
              and on material Trademarks and Copyrights, as the
              Borrower may determine, in its sole discretion, to
              be appropriate, and (c) to preserve and maintain
              all rights in all applications to register
              material Patents, Trademarks and Copyrights.  Any
              expenses incurred in connection with such
              applications shall be borne by the Assignor.  The
              Assignor shall not abandon any filed application
              to register material Patents, Trademarks and
              Copyrights without the prior written consent of
              the Agent.

       xiii.  DELIVERY OF CERTIFICATES.  Upon the request of the
              Agent, the Assignor shall deliver to the Agent
              copies of all existing and future official
              Certificates of Registration for the Patents,
              Trademarks and Copyrights.
<PAGE>
         xiv. NOTICE OF PROCEEDINGS.  The Assignor shall
              promptly notify the Agent and the Lenders of the
              institution of, and any adverse determination in,
              any proceeding in the United States Patent and
              Trademark Office or any agency of any state or any
              court regarding the Assignor's right, title and
              interest in any material Patent, Trademark or
              Copyright or the Assignor's right to register any
              material Patent, Trademark or Copyright.

    e.   DEFAULT.

         i.   The occurrence of any one or more of the following
              events shall constitute a Default:

              (1)  Any representation or warranty made or deemed
                   made by or on behalf of the Assignor to the
                   Agent or the Lenders under or in connection
                   with this Assignment shall be false in any
                   material respect as of the date on which made
                   or deemed made.

              (2)  The breach by the Assignor of any of the
                   terms or provisions of Section 4.4, 4.5, 4.6,
                   4.7, 4.8, 4.9 or 8.5 hereof.

              (3)  The breach by the Assignor (other than a
                   breach which constitutes a Default under
                   Section 5.1.1 or 5.1.2 hereof) of any of the
                   terms or provisions of this Assignment which
                   is not remedied within twenty (20) days after
                   the giving of written notice by the Agent.

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

         ii.  ACCELERATION AND REMEDIES.  If any Default
              described in the Credit Agreement occurs with
              respect to the Assignor, the obligations of the
              Lenders to make Loans thereunder and the right of
              the Lenders to declare the Obligations to be due
              and payable shall be determined in accordance with
              the Credit Agreement.

         iii. ASSIGNOR'S OBLIGATIONS UPON DEFAULT.  Upon the
              request of the Agent after a Default occurs and is
              continuing, the Assignor will:

              (1)  ASSEMBLY OF COLLATERAL.  Assemble and make
                   available to the Agent the Collateral and all
                   records relating thereto at the main office
                   of the Assignor or at such other place or
                   places reasonably specified by the Agent.

              (2)  SECURED PARTY ACCESS.  Permit the Agent, by
                   the Agent's representatives and agents, to
                   enter and remain on any premises <PAGE>where all or
                   any part of the books and records relating
                   thereto, or both, are located, to take
                   possession of all or any part of the
                   Collateral or such books and records and to
                   remove all or any part of the Collateral or
                   such books and records.

    f.   WAIVERS, AMENDMENTS AND REMEDIES.

         i.   REMEDIES.  In the event that any Default has
              occurred and is continuing, the Agent, without
              demand of performance or other demand,
              advertisement or notice of any kind (except the
              notice specified below of time and place of public
              or private sale) to or upon the Assignor or any
              other person (all and each of which demands,
              advertisements and/or notices are hereby expressly
              waived), may forthwith collect, receive,
              appropriate and realize upon the Collateral, or
              any part thereof, and/or may forthwith sell,
              assign, give option or options to purchase,
              contract to sell or otherwise dispose of and
              deliver said Collateral, or any part thereof, in
              one or more portions at public or private sale or
              sales or dispositions, at any exchange, broker's
              board or at any of the Agent's offices or
              elsewhere upon such terms and conditions as the
              Agent may deem advisable and at such prices as the
              Agent may deem best, for any combination of cash
              or on credit or for future delivery without
              assumption of any credit risk, with the right to
              the Agent or any Lender upon any such sale or
              sales or dispositions, public or private, to
              purchase the whole or any part of said Collateral
              so sold, free of any right or equity of redemption
              in the Assignor, which right or equity is hereby
              expressly waived and released.

         ii.  WAIVERS AND AMENDMENTS.  No delay or omission of
              the Agent or any Lender to exercise any right or
              remedy granted under this Assignment shall impair
              such right or remedy or be construed to be a
              waiver of any Unmatured Default or 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 Assignment
              whatsoever shall be valid unless in writing signed
              by the Agent and the Required Lenders (if so
              required by the Credit Agreement), and then only
              to the extent specifically set forth in such
              writing; provided, however, that any amendment
              purporting to release all or substantially all of
              the Collateral shall be valid only if signed by
              the Agent and all of the Lenders.  All rights and
              remedies contained in this Assignment or by law
              afforded shall be cumulative and all shall be
              available to the Agent and the Lenders until the
              Obligations have been indefeasibly paid in full.

    g.   PROCEEDS.
<PAGE>
         i.   SPECIAL COLLATERAL ACCOUNT.  After a Default has
              occurred and is continuing, all cash proceeds of
              the Collateral received by the Agent shall be
              deposited in a special cash collateral account
              with the Agent and held there as security for the
              Obligations.

         ii.  APPLICATION OF PROCEEDS.  The proceeds of the
              Collateral received by Agent pursuant to Section
              7.1 shall be applied by the Agent to payment of
              the Obligations 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 Assignment, 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;

                   (b)  SECOND, for application of in accordance
                        with Section 7.3 to the Borrower
                        Security Agreement; and

                   (c)  THIRD, the balance, if any, after all of
                        the Obligations have been satisfied,
                        shall be remitted to the Assignor or as
                        required by law.

    h.   GENERAL PROVISIONS.

         i.   NOTICE OF DISPOSITION OF COLLATERAL.  The Assignor
              hereby waives notice of the time and place of any
              public sale or the time after which any private
              sale or other disposition of all or any part of
              the Collateral may be made.  To the extent such
              notice may not be waived under applicable law, any
              notice made shall be deemed reasonable if sent to
              the Assignor, addressed as set forth in Section 10
              hereof, at least ten (10) days prior to any such
              public sale or the time after which any such
              private sale or other disposition may be made.

         ii.  AGENT PERFORMANCE OF ASSIGNOR OBLIGATIONS.
              Without having any <PAGE>obligation to do so, upon
              either (a) notice to the Assignor or (b) the
              occurrence of an Unmatured Default or a Default,
              the Agent may perform or pay any obligation which
              the Assignor has agreed to perform or pay in this
              Assignment and the Assignor shall reimburse the
              Agent for any amounts paid by the Agent pursuant
              to this Section 8.2.  The Assignor's obligation to
              reimburse the Agent pursuant to the preceding
              sentence shall be an Obligation payable on demand.

         iii. AUTHORIZATION FOR AGENT TO TAKE CERTAIN ACTION.
              The Assignor irrevocably authorizes the Agent at
              any time and from time to time, in the sole
              discretion of the Agent, upon either (a) notice to
              the Assignor or (b) the occurrence of an Unmatured
              Default or a Default: (i) to execute on behalf of
              the Assignor as debtor and to file financing
              statements and other documents with the United
              States Patent and Trademark Office or Copyright
              Office or otherwise which are necessary or
              desirable in the Agent's sole discretion to
              perfect and to maintain the perfection and
              priority of the Agent's and Lenders' security
              interest in the Collateral; (ii) to endorse and
              collect any cash proceeds of the Collateral; or
              (iii) to file a carbon, photographic or other
              reproduction of this Assignment 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.  At
              any time and from time to time after the
              Obligations have been declared or become due and
              payable in accordance with the Credit Agreement,
              the Assignor authorizes the Agent to apply the
              proceeds of any Collateral received by the Agent
              to the Obligations as provided in Section 7
              hereof.

         iv.  SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.  The
              Assignor acknowledges and agrees that a breach of
              any of the covenants contained in Sections 4.1,
              4.5, 4.6, 4.13, 5.3 and 8.5 hereof will cause
              irreparable injury to the Agent and the Lenders
              and that the Agent and the Lenders have no
              adequate remedy at law in respect of such breaches
              and therefore agree, without limiting the right of
              the Agent or the Lenders to seek and obtain
              specific performance of other obligations of the
              Assignor contained in this Assignment, that the
              covenants of the Assignor contained in the
              Sections referred to in this Section 8.4 shall be
              specifically enforceable against the Assignor.

         v.   DISPOSITIONS NOT AUTHORIZED.  Except as provided
              for by the Credit Agreement, the Assignor is not
              authorized to sell or otherwise dispose of the
              Collateral and notwithstanding any course of
              dealing between the Assignor and the Agent or
              other conduct of the Agent, no authorization to
              sell or otherwise dispose of the Collateral shall
              be binding upon the Agent or the Lenders unless
              such authorization is in writing signed by the
              Agent <PAGE>with the consent of the Required Lenders or
              all Lenders, as required by the Credit Agreement.

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

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

        viii. SURVIVAL OF REPRESENTATIONS.  All representations
              and warranties of the Assignor contained in this
              Assignment shall survive the execution and
              delivery of this Assignment.

         ix.  TAXES AND EXPENSES.  Any taxes (including, without
              limitation, any sales, gross receipts, general
              corporation, personal property, privilege or
              license taxes, but not including any federal or
              other taxes imposed upon the Agent or any Lender,
              with respect to its gross or net income or profits
              arising out of this Assignment) payable or ruled
              payable by any Federal or State authority in
              respect of this Assignment shall be paid by the
              Assignor, together with interest and penalties, if
              any.  The Assignor shall reimburse (a) the Agent
              for any and all reasonable outofpocket expenses
              and internal charges (including reasonable
              attorneys', auditors' and accountants' fees and
              reasonable time charges of attorneys, paralegals,
              auditors and accountants 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 Assignment and in the audit,
              analysis, administration, collection, preservation
              or sale of the Collateral (including the expenses
              and charges associated with any periodic or
              special audit of the Collateral), and (b) the
              Agent and each Lender for any and all reasonable
              outofpocket expenses and internal charges
              (including reasonable attorneys', auditors' and
              accountants' fees and reasonable time charges of
              attorneys, paralegals, auditors and accountants
              who may be employees of the Agent or such Lender)
              paid or incurred by the Agent or such Lender in
              connection with the collection and enforcement of
              this Assignment.

         x.   HEADINGS.  The title of and section headings in
              this Assignment are for convenience of reference
              only, and shall not govern the interpretation of
              any of the terms and provisions of this
              Assignment.
<PAGE>
         xi.  TERMINATION.  This Assignment and the Liens
              arising hereunder shall continue in effect
              (notwithstanding the fact that from time to time
              there may be no Obligations or commitments
              therefor outstanding) until the payment in full of
              the Obligations and the termination of the Credit
              Agreement in accordance with its terms and all
              commitments of the Lenders thereunder, at which
              time the security interests granted hereby shall
              terminate and any and all rights to the Collateral
              shall revert to the Assignor.  Upon such
              termination, the Agent shall promptly return to
              the Assignor, at the Assignor's expense, such of
              the Collateral held by the Agent as shall not have
              been sold or otherwise applied pursuant to the
              terms hereof.  The Agent will promptly execute and
              deliver to the Assignor such other documents as
              the Assignor shall reasonably request to evidence
              such termination.

         xii. ENTIRE AGREEMENT.  This Assignment, the Credit
              Agreement and the other Loan Documents embody the
              entire agreement and understanding between the
              Assignor and the Agent relating to the Collateral
              and supersede all prior agreements and
              understandings between the Assignor and the Agent
              relating to the Collateral.

        xiii. INDEMNITY.  The Assignor hereby agrees to assume
              liability for, and does hereby agree to indemnify
              and keep harmless the Agent and each Lender, its
              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 any Lender, or its
              successors, assigns, agents and employees, in any
              way relating to or arising out of this Assignment,
              or the manufacture, purchase, acceptance,
              rejection, ownership, delivery, lease, possession,
              use, operation, condition, sale, return or other
              disposition of any Collateral (other than
              liability resulting from the gross negligence or
              wilful misconduct of the Agent or any such
              Lender).

         xiv. RELEASES.  Upon termination of this Assignment in
              accordance with the provisions of Section 8.11
              hereof, the Agent and the Lenders shall, at the
              Assignor's request and expense, execute such
              releases as the Assignor may reasonably request,
              in form and upon terms acceptable to the Agent and
              the Lenders in all respects.

         xv.  WAIVERS.  Except to the extent expressly otherwise
              provided herein or in any other Loan Document, the
              Assignor waives, to the extent permitted by
              applicable law, (a) any right to require either
              the Agent or any Lender to proceed against any
              other person, to exhaust its rights in any other
              collateral, or to pursue any other right which
              either the Agent or any Lender may have, and (b)
              with respect to the Obligations, presentment <PAGE>and
              demand for payment, protest, notice of protest and
              nonpayment, and notice of the intention to
              accelerate.

         xvi. COUNTERPARTS.  This Assignment 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 Assignment
              by signing any such counterpart.  This Assignment
              shall be effective when it has been executed by
              the Assignor and the Agent.

        xvii. CHOICE OF LAW.  THIS ASSIGNMENT SHALL BE CONSTRUED
              IN ACCORDANCE WITH THE INTERNAL LAWS, WITHOUT
              REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE
              STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL
              LAWS APPLICABLE TO NATIONAL BANKS.

       xviii. MARSHALLING.  Neither the Agent nor any Lender
              shall be under any obligation to marshall any
              assets in favor of the Assignor or any other party
              or against or in payment of any or all of the
              Obligations.

    i.   THE AGENT.

         The First National Bank of Chicago has been appointed
as Agent for the Lenders hereunder pursuant to Article X of the
Credit Agreement, and the Agent has agreed to act (and any
successor Agent shall act) as such hereunder only on 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.

    j.   NOTICES.

         i.   SENDING NOTICES.  Any notice required or permitted
              to be given under this Assignment shall be given
              in accordance with Section 13.1 of the Credit
              Agreement.

         ii.  CHANGE IN ADDRESS FOR NOTICES.  The Assignor and
              the Agent or any Lender may change the address for
              service of notice upon it by a notice in writing
              to the other.
<PAGE>
    IN WITNESS WHEREOF, the undersigned have caused this
Assignment to be executed by their duly authorized
representatives as of the date first set forth above.


                                  RAWLING'S SPORTING GOODS
                                  COMPANY, INC.



                                  By:/s/Rexford K. Peterson
                                  Its:Chief Financial Officer


                                  THE FIRST NATIONAL BANK OF
                                  CHICAGO, as Agent



                                  By:/s/Nathan Block
                                  Its:First Vice President
<PAGE>
STATE OF                )
                        )  SS:
COUNTY OF               )




    The foregoing Intellectual Property Assignment of Security
Interest 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)