AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT (this "Agreement") is made
and entered into this 16 day of March, 1999, by and between  JUMBOSPORTS INC., a
Florida  corporation  (hereinafter  called  "Employer"),   and  MICHAEL  HENNING
(hereinafter called "Employee").

     WHEREAS,  Employer  and  Employee  are parties to that  certain  Employment
Agreement dated December 24, 1998 (the "Prior Employment Agreement");

     WHEREAS,  on December 27, 1998,  Employer filed its Voluntary  Petition for
Relief under chapter 11 of title 11 of the United  States Code (the  "Bankruptcy
Code");

     WHEREAS,  pursuant  to that  certain  Order  Granting  Debtor's  Motion for
Authority to Pay Officers'  Salaries and  Directors'  Fees and to Honor Existing
Compensation Agreements and Policies, entered by Judge C. Timothy Corcoran, III,
on February 23, 1999 (the "Compensation  Order"), the Prior Employment Agreement
was approved, subject to certain required modifications; and

         WHEREAS,  the parties hereto desire to amend and completely restate the
Prior  Employment  Agreement to comply with the  provisions of the  Compensation
Order.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby amend and restate the Prior Employment Agreement to read in
its entirety as set forth below:

                                   WITNESSETH:

     1. Employment.  Employer hereby agrees to continue to employ Employee,  and
Employee hereby agrees to continue his employment with Employer,  upon the terms
and conditions hereinafter set forth.

     2. Effect of  Compensation  Order.  Employer and Employee  intend that this
Agreement  shall comply in all respects with the provisions of the  Compensation
Order, and the Compensation Order is incorporated  herein by this reference.  In
the event of any inconsistency  between the provisions of this Agreement and the
provisions of the Compensation  Order, the provisions of the Compensation  Order
shall control.

     3. Effect on Prior Agreements. Employer and Employee hereby acknowledge and
agree that this  Agreement  supersedes any prior or  contemporaneous  agreement,
representation or understanding,  oral or written, between Employer and Employee
regarding  the terms and  conditions  of Employee's  employment  with  Employer,
including, without limitation, the Prior Employment Agreement.

<PAGE>

     4. Term. The term of this Agreement shall commence effective as of February
23,  1999 (the  "Effective  Date"),  and  shall,  subject  to prior  termination
pursuant to  paragraph 8 of this  Agreement,  terminate on the latest of (a) the
effective date of a plan of reorganization with respect to the Employer, (b) the
dismissal  of the  Chapter 11  proceeding  with  respect to the  Employer or (c)
December 31, 1999.

     5.  Duties.  The  Employee  is  engaged  as Senior  Vice  President,  Human
Resources,   of  the   Employer.   The   Employee   shall   have  such   duties,
responsibilities  and  accommodations  as the Employer's  Board of Directors and
Chief Executive Officer shall designate to that position.

     6. Extent of Service.  Employee shall exclusively devote his entire working
time, energy and attention to his duties  hereunder,  provided that the Employee
may (i) make passive  investments in entities which are not publicly  traded and
which are not competitive  with, or suppliers of goods or services to, Employer,
(ii) own up to 2% of the  outstanding  equity  securities of any entity which is
publicly traded on a national securities exchange or on the NASDAQ Stock Market,
and  (iii)  with the  approval  of the  Board of  Directors,  serve on boards of
corporations  that do not  compete  with the  Company  or serve on boards for or
engage in activities of a community, civic or public interest nature.

     7. Compensation and Benefits.  During the term of this Agreement,  Employer
shall pay to Employee the following  compensation,  which shall be payable, less
any  withholding  and other  payroll taxes  required by law, in accordance  with
Employer's normal payroll policies applicable to all of Employer's employees:

     (a) Base Salary.  An annual base salary (the  "Annual Base  Salary") in the
amount of One Hundred Forty Thousand Dollars ($140,000),  subject to increase in
accordance  with the  provisions  of Schedule A attached to this  Agreement  and
incorporated herein by this reference ("Schedule A").

     (b) Stay or Retention  Bonus.  Employee is entitled to a retention bonus in
accordance  with the  provisions  of Schedule  A;  provided,  however,  that for
purposes of determining  whether  Employee is entitled to such retention  bonus,
the  termination of Employee's  employment by Employee  following a Constructive
Termination  Event (as defined herein) shall be deemed to be an  "involuntarily"
termination.

     (c) Success  Bonus.  Employee is entitled to a success  bonus in accordance
with the  provisions of Schedule A;  provided,  however,  that,  for purposes of
determining  whether  Employee  is entitled to such  success  bonus,  Employee's
employment  hereunder  shall be deemed to continue  following the termination of
such  employment  (i) by Employer  without  Cause (as defined  herein),  (ii) by
Employee  following a Constructive  Termination  Event (as defined  herein),  or
(iii) as a result of the death or Permanent  Disability  (as defined  herein) of
Employee.  (d)  Other  Benefit  Programs.  During  the  term of this  Agreement,
Employee shall be entitled to continue to  participate  in Employer's  executive
benefit  program  available for senior  executive  officers as it may exist from
time to time.
<PAGE>

     8. Termination.

     (a)  Termination  by  Employer.  Notwithstanding  anything to the  contrary
contained in this Agreement, this Agreement is not to be considered an agreement
for a fixed  term  or as a  guarantee  of  continuing  employment.  Accordingly,
Employee's  employment  may be terminated by Employer with or without cause upon
immediate  written  notice  to  Employee  at any  time  during  the term of this
Agreement.  Additionally,  Employee's  employment shall automatically  terminate
upon his death or upon a determination that he is permanently disabled.

     (b)  Termination  by  Employee.  Notwithstanding  anything to the  contrary
contained  in  this  Agreement,  Employee  may  resign  as an  officer  and,  if
applicable, director and terminate his employment with Employer at any time upon
30 days' prior written notice to Employer.

     (c) Effect of Termination.  Upon the  termination of Employee's  employment
with  Employer  for  any  reason,  Employee  shall  remain  entitled  to (i) the
bi-weekly  portion of his Annual  Base  Salary then due through the date of such
termination and (ii) all benefits which are accrued, vested and earned up to the
termination  date under the terms of any existing  benefit plan of Employer such
as the vested balance of the employee's account under any retirement or deferred
compensation  plan and any  benefits  which are legally  required to be provided
after  termination,   such  as  COBRA  benefits  ("Legally  Earned  or  Required
Benefits").  Except as provided in the  preceding  sentence,  and except for any
severance  benefit to which Employee may be entitled  pursuant to paragraph 9 of
this  Agreement,  Employee shall be entitled to no other benefits or salary from
Employer following the termination of Employee's employment hereunder.

     (d) Agreements by Employee.  Upon termination of Employee's employment with
Employer  for any  reason,  Employee  shall (i)  immediately  return any and all
property and records  belonging to Employer  which are in Employee's  possession
and shall vacate Employer's offices in a prompt and professional manner and (ii)
resign  immediately as an officer and, if  applicable,  director of Employer and
any subsidiary of Employer unless Employer  indicates in writing to Employee its
desire that Employee retain any such position.

     (e)  Transition  Services.  Upon a termination  of  employment,  whether by
Employee or by Employer,  with or without cause,  Employee shall  cooperate with
Employer in order to insure an orderly and  businesslike  transfer of Employee's
duties to other  personnel  designated by the Employer.  Additionally,  Employee
shall  make  himself  available  for a period of ninety  (90)  days  after  such
termination,  at reasonable  times and upon reasonable  notice,  to consult with
Employer  and assist  Employer  with  respect to any matters for which  Employer
requests such  assistance;  provided that Employer shall reimburse  Employee for
any reasonable  out-of-pocket expense incurred by Employee at Employer's request
in connection with such consultation or assistance,  and Employer shall schedule
such  consultation  at times  which  will  not  interfere  with  any  subsequent
employment which Employee has obtained and such  consultation  shall not require
more than an average of two days per month without Employee's  consent. A breach
of the foregoing  provisions by Employee shall be deemed to be a material breach
of this Agreement.

<PAGE>

     9. Severance Benefits.  Employee shall be entitled to severance payments in
accordance  with the  provisions of Schedule A; provided,  however,  that in the
event that Employee accepts alternative  permanent  employment within the twelve
(12) month  severance  period  described  in Schedule A at a salary that is less
than Employee's Annual Base Salary on the date of termination of employment with
Employer,  Employer  shall  continue  to make  severance  payments  to  Employee
throughout the balance of such twelve (12) month severance  period to the extent
necessary so that Employee's  total  compensation  during such period equals the
total  compensation  Employee  would  have  received  had he not  accepted  such
alternative  permanent  employment.  In  addition,  if  Employee  is entitled to
receive a severance benefit pursuant to Schedule A, then Employee shall continue
to be entitled to his then current  benefits  pursuant to paragraph 7(d) of this
Agreement until the earlier of (x) the date on which Employee  becomes  entitled
to receive comparable benefits from another employer or (y) the date that is one
(1) year after the termination of Employee's employment.

     10. Excise Taxes.  In the event that any payment to be received by Employee
hereunder  would be  subject to an excise tax  pursuant  to Section  4999 of the
Code,  whether in whole or in part,  as a result of being an  "excess  parachute
payment"  within the  meaning of such term in Section  280G(b) of the Code,  the
amount  payable under this  Agreement  shall be reduced to the largest amount so
that no portion of such  payment  is subject to excise tax  pursuant  to Section
4999 of the Code. If the amount  necessary to eliminate  such excise tax exceeds
the amount  otherwise  payable  under this  Agreement,  no payment shall be made
under this paragraph and no further adjustment shall be made.

     11. Nondisclosure of Confidential  Information and Trade Secrets.  Employee
shall not disclose, either directly or indirectly,  any Confidential Information
or Trade  Secrets  to any  other  person  or  otherwise  use  such  Confidential
Information  or Trade  Secrets for any  purpose  except in  connection  with his
employment  with the Employer.  For purposes of the  foregoing,  the term "Trade
Secret"  has  the  meaning  ascribed  thereto  in  Section  688.002(4),  Florida
Statutes,  or any  revision or  successor  thereto,  and the term  "Confidential
Information"  means  any  technical  or  nontechnical  data,  formula,  pattern,
compilation,  program, devise, method, technique,  drawing,  process,  know-how,
financial data,  financial plan,  marketing plan, expansion plan, cost analysis,
list  of  suppliers,   customers  or  their  employees,   or  other  proprietary
information  which is secret and  confidential  and is not  readily  and legally
available to the public from sources other than Employer.

     12. Injunctive  Relief. In the event of a breach or violation or threatened
breach or  violation  by Employee of the  provisions  of any of the  restrictive
covenants  set  forth  in  paragraph  11 of this  Agreement,  Employer  shall be
entitled to an  injunction  restraining  Employee  from  directly or  indirectly
engaging in such  behavior.  Nothing  herein shall be  construed as  prohibiting
Employer  from  pursuing  any other  remedies  available to it by law or by this
Agreement  for  breach,  violation  or  threatened  breach or  violation  of any
provision of this Agreement, including, by way of illustration and not by way of
limitation,  the recovery of damages from  Employee or any other  person,  firm,
corporation or entity.  The provisions of paragraphs 11 and 12 of this Agreement
shall survive the termination of this Agreement for any reason.  Should Employer
bring an action against Employee to enforce any restrictive  covenants set forth
in this Agreement,  the period of restriction  applicable to such covenant shall
be deemed to begin  running on the date of entry of an order  granting  Employer
preliminary  injunctive relief and shall continue uninterrupted for the original
intended period.

<PAGE>

     13. Definitions.  For purposes of this Agreement, the following terms shall
have the meanings assigned in this paragraph 13:

     (a) The term "Cause"  shall mean (i)  Employee's  commission  of any act or
acts of fraud or willful  misappropriation  that result in  material  expense or
harm to  Employer;  (ii)  Employee's  default  in any  material  respect  in the
performance  of his  obligations,  services  or duties  hereunder  (other than a
default  caused by a medically  determinable  physical or mental  impairment  of
Employee),  which shall include,  without  limitation,  Employee's  disregarding
written  instructions  from the Board of  Directors of Employer  concerning  the
conduct of his duties  hereunder,  if Employee has failed to substantially  cure
such  default  within  thirty (30) days  following  the  delivery by Employer of
written  notice to Employee  specifying in  reasonable  detail the nature of all
claimed  defaults and the manner in which  Employee may cure such  defaults;  or
(iii) Employee's conviction of a felony in any state or federal court within the
United States.

     (b) The term "Constructive  Termination Event" shall mean (x) any action by
Employer  which is  directed at  Employee  specifically,  or which is aimed at a
group of employees which includes Employee,  and not at all employees generally,
and which has the  effect of  diminishing  Employee's  compensation,  employment
responsibilities,  authority, or accommodations;  or (y) a request by any holder
of Employer's  outstanding  indebtedness that Employee  terminate his employment
with Employer.

     (c) The term "Permanent  Disability" means Employee's  inability to perform
with reasonable  accommodation the essential duties of Employee's  position,  as
existing  on the  date  of  this  Agreement,  as  the  result  of any  medically
determinable  physical or mental  impairment which has lasted, or can reasonably
be expected to last, for a period of 120 consecutive days or any 180 days in any
twelve-month  period.  The  determination  of whether  Employee  is subject to a
Permanent  Disability shall be made by a licensed medical doctor selected by the
Compensation  Committee of the Board of Directors of Employer,  and the decision
of such doctor shall be binding on the parties hereto.

<PAGE>

     14. General Provisions.

     (a) Governing Law; Venue.  The laws of the State of Florida,  excluding its
choice of law  provisions if such laws would result in the  application  of laws
other than the laws of the State of Florida,  shall govern any disputes  between
the parties, the validity of this Agreement,  the construction of its terms, and
the interpretation of the rights and duties of the parties hereunder.  The forum
selected for any proceeding or suit related to a dispute  between the parties or
this  Agreement  shall be in a federal or state court of competent  jurisdiction
located in  Hillsborough  County,  Florida.  The parties  hereto each consent to
those courts' personal  jurisdiction  over them, and waive any defense,  whether
asserted by motion or pleading, that Hillsborough County, Florida is an improper
or inconvenient venue.

     (b) Further  Action.  Each party hereto  agrees to perform all further acts
and execute,  acknowledge,  and deliver any  documents  which may be  reasonably
necessary,  appropriate,  or  desirable  to  carry  out the  provisions  of this
Agreement.

     (c) No Waiver. No party shall be deemed to have waived any of its rights or
remedies  hereunder  unless such waiver is specific and in writing.  No delay or
omission  by any party in  exercising  any of its rights or  remedies  hereunder
shall  constitute  a waiver  thereof,  or shall  constitute  any further  waiver
thereafter. All rights and remedies of a party are cumulative and concurrent and
the  exercise of one right or remedy  shall not be deemed a waiver or release of
any other right or remedy.

     (d) Binding Effect; Counterparts. The covenants and agreements contained in
this  Agreement  shall be  binding  on,  and shall  inure to the  benefit of the
successors  and  permitted  assignees  of the  parties.  This  Agreement  may be
executed in any number of  counterparts,  each of which shall be deemed to be an
original,  but all of which taken  together  shall  constitute  one and the same
agreement.

     (e) Complete  Agreement;  Modification.  This Agreement contains the final,
complete, and exclusive expression of the understanding between the parties with
respect to the transactions  contemplated by this Agreement,  and supersedes any
prior or contemporaneous agreement or representation, oral or written, by any of
them.  This Agreement may be modified or amended only by an agreement in writing
signed by or on behalf of both parties hereto.

<PAGE>

     (f) Notices.  All  notices,  demands and other  communications  required or
permitted hereunder shall be in writing,  and shall be deemed given on the third
(3d) day after it is deposited in a United  States postal letter box for mailing
by first class mail,  postage prepaid,  certified mail, return receipt requested
(regardless  of  whether  the  return  receipt is  subsequently  received),  and
addressed by the sender as follows,  or to such other address as the parties may
designate to the others in writing:

            To Employer:                       JumboSports Inc.
                                               4701 W. Hillsborough Avenue
                                               Tampa, Florida  33614
                                               Attention:  President

            To Employee:                       Michael Henning
                                               4331 Cheval Boulevard
                                               Lutz, Florida 33549

     (g) Descriptive Headings. The titles and captions preceding the text of the
articles  and sections of this  Agreement  are  inserted  solely for  convenient
reference  and  neither  constitute  a part of this  Agreement  nor  affect  its
meaning, interpretation, or effect.

     (h) Severability.  If any paragraph,  or other provision of this Agreement,
or the application thereof, is held to be invalid,  illegal, or unenforceable in
any  respect  or for  any  reason,  the  remainder  of this  Agreement,  and the
application of the paragraph or other provision to a person or circumstance with
respect to which it is valid,  legal,  and  enforceable,  shall not be  affected
thereby.

     (i) Gender;  Number.  Throughout this  Agreement,  except where the context
requires otherwise, the masculine gender shall be deemed to include the feminine
and neuter and the singular  number  shall be deemed to include the plural,  and
vice-versa.

     (j)  Computation  of Time.  Whenever  the last day for the  exercise of any
privilege  or the  discharge  of any duty under this  Agreement  shall fall upon
Saturday, Sunday or any public or legal holiday, whether federal or of the State
of Florida,  the party having such  privilege or duty shall have until 5:00 p.m.
on the next  succeeding  regular  business day to exercise such  privilege or to
discharge such duty.

     (k) Continuance of Agreement.  The rights,  responsibilities  and duties of
the parties  hereto and the  covenants and  agreements  herein  contained  shall
survive the execution  hereof,  shall continue to bind the parties  hereto,  and
shall  continue in full force and effect until each and every  obligation of the
parties pursuant to this Agreement shall have been fully performed.

<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Employment Agreement on
the day and year first written above.

                                    EMPLOYEE:

                                    By: /s/ MICHAEL HENNING
                                    Title: SVP - Human Resources
<PAGE>


                            COMPENSATION PACKAGE FOR
                                 MICHAEL HENNING



1. Base Compensation:

     Continuation  of basic  compensation  and  benefits  while  employed by the
Debtor. Annual salary increases up to 25% of base salary can be implemented with
approval of both committees.  Otherwise,  any change to base compensation  would
require an order of the Bankruptcy Court.

2. Stay or Retention Bonus.

     (a) Amount: Three months of base salary
     (b) Date of payment: The earlier of

     (i) the effective date of a plan of reorganization; or
     (ii) December 31, 1999.

     (c)  Conditions of the stay bonus:  Mr. Henning will stay until the earlier
of:

     (i) December 31, 1999;
     (ii) The effective date of a plan of reorganization;
     (iii) The date that his employment is involuntarily terminated; or
     (iv) The  "bitter  end," which would  include a Chapter 7  conversion,  the
cessation of retail business operations (such as by liquidation, stay relief and
foreclosure  by  Foothill,  sale of the  business,  etc.),  or  dismissal of the
Chapter 11 case.

3. Success Bonus.

     (a) Amount: Three months of base salary
     (b) Date of Payment: the effective date of a plan of reorganization
     (c) Continued of payment:  continued  employment on the effective date of a
plan.
<PAGE>
4. Severance Pay.

     (a) Amount: Up to one year of base compensation, subject to mitigation
     (b) Date of Payment:  Normal pay check every two weeks,  until  alternative
permanent employment is accepted, for up to twelve (12) months
     (c) Condition to payment:

     (i) Mr.  Henning is  terminated  by the debtor in  possession  prior to the
effective date of a plan of reorganization; or

     (ii) Mr.  Henning is not offered  continued  employment by the  reorganized
debtor at the same or greater  salary and  benefits and with the same or greater
job responsibilities and position; or

     (iii) Mr.  Henning's  post-confirmation  employment is terminated after the
effective date.

5. Death or Disability.

     The Stay Bonus will also be payable if the employee dies or is disabled.