RESTATED REVOLVING CREDIT
                             AND TERM LOAN AGREEMENT


THIS AGREEMENT, made as of the 30th day of June, 1995, by and between FIRST TEAM
SPORTS,  INC., a Minnesota  corporation (the "Borrower"),  and MARQUETTE CAPITAL
BANK, a Minnesota  banking  association  with its main banking  house located in
Minneapolis,  Minnesota  ("Marquette")  and,  in its  capacity  as agent for the
"Banks" (hereinafter  defined) (the "Agent"),  LASALLE NATIONAL BANK, a national
banking  association  ("LaSalle") and FIRSTAR BANK  MILWAUKEE,  N.A., a national
banking association  ("Firstar")  (Marquette,  LaSalle and Firstar are sometimes
referred to herein collectively as the "Banks").

                              W I T N E S S E T H:

WHEREAS, the Borrower and the Banks entered into that certain Restated Revolving
Credit and Term Loan  Agreement  dated as of March 6, 1995 (the  "Original  Loan
Agreement"); and

WHEREAS,  the Borrower has requested  that the Banks increase the Revolving Loan
Amount from  $12,000,000  to $15,000,000  and extend the Expiration  Date of the
Loan to July 1, 1997; and

WHEREAS,  the  Borrower  and the Banks  desire to  modify  certain  terms of the
Original Loan Agreement; and

WHEREAS,  this Restated Revolving Credit and Term Loan Agreement  constitutes an
amendment and restatement of the Original Loan Agreement; and

WHEREAS,  the  Borrower  has  requested  and the  Banks  have  agreed  to make a
revolving credit facility available to the Borrower,  in an aggregate amount not
exceeding $15,000,000 (the "Revolving Loan"); and

WHEREAS,  Marquette  has  also  made a term  credit  facility  available  to the
Borrower, in an aggregate amount not exceeding $1,000,000 (the "Term Loan") (the
Revolving  Loan and the Term Loan are  referred  to herein  collectively  as the
"Loans"); and

WHEREAS, the Banks have agreed severally to make the Revolving Loan as follows:

                           $6,000,000 to Marquette
                           $6,000,000 to LaSalle, and
                           $3,000,000 to Firstar; and

WHEREAS,  the Banks and the Borrower desire to set forth their respective rights
and obligations relating to the Loans in this Agreement.
<PAGE>
NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants  herein contained and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

1. DEFINED TERMS. As used in this Agreement,  the following terms shall have the
meanings set out respectively after each (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

     A. Affiliate: any person or entity (i) which directly or indirectly through
     one or more  intermediaries  controls,  or is  controlled  by,  or is under
     common control with, the Borrower or any of its subsidiaries,  or (ii) five
     percent (5 %) or more of the equity interest of which is held  beneficially
     or of  record  by the  Borrower  or any of its  subsidiaries.  Control  for
     purposes of this definition  means the possession,  directly or indirectly,
     of the power to cause the direction of management  and policies of a person
     or entity, whether through the ownership of voting securities or otherwise.

     B. After-tax Net Income:  After-tax  earnings from  continuing  operations,
     exclusive of special or extraordinary items.

     C.  Borrowing  Base  Amount:  (i) 80% of Eligible  Receivables;  (ii) minus
     Outstanding Indebtedness;  all as reflected by and determined in accordance
     with the most recent  Borrower's  Certificate  delivered by the Borrower to
     Agent pursuant to Section 7.A. hereof.

     D.  Borrower's  Certificate:  The monthly  certificate in the form attached
     hereto as Exhibit A to be delivered  by the  Borrower to the Agent,  within
     thirty (30) days after the end of each calendar month.

     E.  Borrower  Documents:  collectively,  this  Agreement,  the  Notes,  the
     Security  Agreement  and the  Financing  Statements,  and any and all other
     documents,   instruments  and  agreements  executed  by  the  Borrower  and
     delivered  to the  Banks  in  connection  with the  financing  transactions
     contemplated hereby.

     F. Borrower Obligations:  collectively,  the payment and performance of the
     Revolving  Notes,  the Term  Note  and any and all  other  liabilities  and
     indebtedness of the Borrower to the Banks.

     G. Collateral: the collateral as defined in the Security Agreement.

     H. Eligible  Receivables:  any and all "Accounts"  (which,  for purposes of
     this section, means the aggregate unpaid obligations of customers and other
     account  debtors to the Borrower  arising out of the sale or lease of goods
     or  rendition  of services by the  Borrower on any open account or deferred
     payment  basis) that, as of the date of  determination,  are not Ineligible
     Receivables.

     I. Events of Default: as defined in Section 8 hereof.
<PAGE>
     J. Expiration  Date: the date that first occurs:  (i) July 1, 1997, or (ii)
     the occurrence of an Event of Default.

     K. Financing Statements:  UCC-I Financing Statements naming the Borrower as
     debtor and the Banks as secured  parties and  describing  the Collateral as
     the property covered thereby.

     L.  Indebtedness:  collectively,  (i) all items which,  in accordance  with
     generally  accepted  accounting  principles,   would  be  included  in  the
     liability side of a balance sheet on the date as of which  Indebtedness  is
     to be  determined  excluding  capital  stock,  surplus  capital  and earned
     surplus,  (ii) all indebtedness secured by any mortgage,  pledge,  security
     interest  or lien  existing  on property  owned  subject to such  mortgage,
     pledge,  security interest or lien whether or not the indebtedness  secured
     thereby shall have been  assumed,  and (iii) all amounts  representing  the
     capitalization of rentals in accordance with generally accepted  accounting
     principles.

     M. Ineligible Receivables:

          (a) except as  specifically  set forth in subsection (b) below,  those
          Accounts  which remain unpaid more than 90 days following the due date
          specified on the invoice;

          (b) any  Accounts  which  remain  unpaid  more  than 180 days past the
          invoice date;

          (c) those Accounts that are due and owing from any account debtor that
          has filed, or has filed against it, a petition under the United States
          Bankruptcy Code;

          (d) those  Accounts that are due and owing from any account debtor who
          is a federal, state or local governmental agency or entity;

          (e) notes receivable;

          (f)  except  as  specifically  set forth in  subsections  (i) and (ii)
          below,  which Accounts  shall be deemed  Eligible  Receivables,  those
          Accounts that are due and owing from an account debtor located outside
          of the United States of America:

               (i) those  Accounts  that are due and owing from account  debtors
               that are  located in Canada,  other than the  Province of Quebec;
               and

               (ii) those  Accounts that are due and owing from account  debtors
               that are  located  in any other  foreign  country  if, and to the
               extent that,  such  Accounts are secured by a Letter of Credit or
               insurance,  in form  and  substance  and  issued  by a  financial
               institution acceptable to the Banks;
<PAGE>
          (g) except as specifically  set forth in subsection (h) below, any and
          all  Accounts  of any  account  debtor  of  which  10% or  more of the
          aggregate  amount of Accounts  payable by such account  debtor  remain
          unpaid more than 90 days following the due date;

          (h) any and all  Accounts of Target,  Wal-Mart,  Service  Merchandise,
          K-Mart,   Sears,    Canadian   Tire   and   Kinney    Shoes/Footlocker
          (collectively,  such  account  debtors  are  referred to herein as the
          "Special  Account  Debtors")  of  which  50% or more of the  aggregate
          amount of  Accounts  payable by such  Special  Account  Debtor  remain
          unpaid more than 90 days following the due date;

          (i) that  portion  of any  Account  which is  subject  to any right of
          offset, counterclaim or contra account; and

          (j) otherwise Eligible Receivables in an amount equal to the aggregate
          credit  balance(s) of all customers,  whether or not such credits have
          been outstanding for more than 90 days.

     N.  Letters  of  Credit:  collectively,  any  letters  of credit  issued by
     Marquette,  LaSalle or Firstar for the account of the Borrower  pursuant to
     Section 2.A. hereof.

     O. Net  Worth:  Shareholder's  equity  computed  on the basis of  generally
     accepted accounting principles specifically excluding officer, director, or
     shareholder loans and goodwill and specifically  including the value of all
     license agreements as identified on the Borrower's financial statements.

     P. Notes: collectively, the Revolving Notes and the Term Notes.

     Q. Outstanding Indebtedness:  the sum of (i) the aggregate outstanding loan
     balance  under  the  Revolving  Notes  plus  (ii)  the face  amount  of any
     outstanding Letters of Credit.

     R. Permitted  Interests:  those liens and encumbrances  listed on Exhibit B
     attached hereto.

     S.  Premises:  any real property  either owned or leased by the Borrower in
     the State of Minnesota.

     T. Revolving  Commitment of the Banks:  the obligation of the Banks to make
     loans to the Borrower under Section 2.A.  hereof and the Revolving Notes up
     to an aggregate  principal amount at any one time outstanding  equal to the
     Revolving Loan Amount but, on a several basis,  not to exceed the following
     principal amounts:
<PAGE>

                           Marquette        $6,000,000
                           LaSalle          $6,000,000
                           Firstar          $3,000,000

     U.  Revolving  Loan: the  $15,000,000  revolving loan of even date herewith
     made  severally by the Banks to the Borrower and evidenced by the Revolving
     Notes.

     V.  Revolving  Loan  Amount:  the  lesser of (i)  $15,000,000  and (ii) the
     Borrowing Base Amount.

     W. Revolving Notes: collectively, that certain promissory note of even date
     herewith  in  the  original  principal  amount  of  $6,000,000  payable  to
     Marquette (the "Marquette Note"), that certain promissory note of even date
     herewith in the original  principal amount of $6,000,000 payable to LaSalle
     (the "LaSalle Note") and that certain promissory note of even date herewith
     in the  original  principal  amount of  $3,000,000  payable to Firstar (the
     "Firstar Note") each with a termination date of July 1, 1997.

     X.  Security  Agreement:  the  Security  Agreement  of even  date  herewith
     executed by the  Borrower and  delivered to the Agent,  naming the Banks as
     secured parties and Marquette as agent for the Banks,  and all exhibits and
     schedules attached thereto.

     Y. Term Loan: the term loans made by Marquette to the Borrower hereunder in
     an aggregate amount not to exceed the Term Loan Amount.

     Z. Term Loan Amount: up to $1,000,000

     AA. Term Notes: collectively or individually,  as the context requires, any
     promissory   note(s)  executed  by  the  Borrower  in  favor  of  Marquette
     evidencing  any  advance(s)  made against the Term Loan pursuant to Section
     2.B.

2.   LINES OF CREDIT.

     A. Revolving Loan. Subject to and upon the terms,  covenants and conditions
     hereinafter  set forth,  the Banks hereby  severally agree to make loans to
     the Borrower  under this Section 2.A. from time to time until and including
     the  Expiration  Date (and  thereafter  until and including  July 1 of each
     succeeding  calendar year if no "Event of Default" has occurred and if this
     Agreement  is  extended  in  writing  by the  Banks  and the  Borrower  for
     additional one year period(s) pursuant to Section 1 l. J. herein),  at such
     time and in such amount as to each loan as the Borrower shall  request,  up
<PAGE>
     to but  not  exceeding  in  aggregate  principal  amount  at any  one  time
     outstanding the Revolving Loan Amount, nor exceeding on a several basis the
     Revolving Commitment of the Banks. In addition, at the request of Borrower,
     which  request  shall be made by the  execution and delivery by Borrower to
     the Agent of Marquette's,  LaSalle's or Firstar's standard form application
     for letters of credit duly  completed to reflect the letter of credit being
     requested, the Banks will severally make advances pursuant to the Revolving
     Commitment  of the  Banks in the form of a letter of  credit,  the form and
     substance of which shall be determined by the Banks,  but without  limiting
     the generality of the foregoing,  the Banks may require a draft  thereunder
     to be accompanied by such documentation as the Banks may deem necessary. In
     no event  shall the Banks be  required  to issue any such  letter of credit
     with a term extending  beyond the  Expiration  Date. Any and all letters of
     credit  issued  by the  Banks  shall be  treated  as an  advance  under the
     Revolving  Loan.  The obligation of Borrower to reimburse the Banks for any
     draft(s)  submitted  under  and  paid by the  Banks  pursuant  to any  such
     letter(s) of credit shall be evidenced by the Revolving  Notes. In no event
     shall the Banks be required to issue any  letter(s) of credit  hereunder in
     an aggregate  amount in excess of  $2,000,000.00.  Subject to the foregoing
     and upon the terms  and  conditions  set forth  herein,  the  Borrower  may
     borrow,  repay and re-borrow  within the limit of the Revolving Loan Amount
     under  this  Section  2.A.  from  the  date  hereof  to and  including  the
     Expiration Date.

     B. Term  Loan.  Subject  to and upon the terms,  covenants  and  conditions
     hereinafter set forth, Marquette may make loans to the Borrower in addition
     to the  Revolving  Loans,  in  Marquette's  sole  and  absolute  discretion
     pursuant to this Section  2.B.  from time to time until and  including  the
     Expiration  Date,  at such  time and in such  amount as to each loan as the
     Borrower may request, up to but not exceeding in aggregate principal amount
     the Term Loan Amount.

3.   PROMISSORY NOTES.

     A.  Revolving  Notes.  The  obligation of the Borrower to repay any and all
     loans made and/or Letters of Credit issued, drawn upon and paid pursuant to
     Section 2.A. hereof shall be evidenced by the Revolving Notes. Reference is
     hereby  made to the  Revolving  Notes for the  terms  thereof  relating  to
     maturity, repayment schedule, interest rate and other matters governing the
     repayment of the loans made hereunder. Notwithstanding any provision of the
     Revolving  Notes,  however,  interest shall be payable at the rate provided
     for therein only on such portion of the loan proceeds as actually have been
     disbursed  hereunder pursuant to Section 2.A. hereof and remain unpaid. The
     Banks' records shall be conclusive  evidence  (absent manifest error) as to
     whether the Borrower has authorized any advance made by the Banks hereunder
     pursuant to Section 2.A. hereof and as to the amount of advances which have
     been made hereunder and remain unpaid.

     B. Term Notes.  The  obligation  of the Borrower to repay any and all loans
     pursuant to Section 2.B.  hereof  shall be evidenced by the Term Notes.  At
     the time any loan is made by Marquette to the Borrower  pursuant to Section
     2.B.  hereof,  the  Borrower  shall  execute  a Term  Note in the  original
     principal amount equal to the amount of such loan and payable to Marquette,
     which  Term Note  shall be  substantially  in the form  attached  hereto as
     Exhibit C.
<PAGE>
4. MANNER OF BORROWING.  Each time the Borrower desires to obtain a loan advance
pursuant to Section 2.A. or 2.B.  hereof,  any one of the following people shall
request such loan on behalf of the  Borrower  either  orally or in writing:  (i)
John Egart, Robert Lenius; or (ii) any person designated as the Borrower's agent
by the Board of Directors  of the Borrower in a writing  delivered to the Agent.
Except as otherwise instructed in writing by such officer,  agent or person, the
Banks may disburse loan proceeds by depositing such in the Borrower's account at
Marquette. The Borrower shall be obligated to repay all advances notwithstanding
the fact that the person  requesting  the same was not in fact  authorized to do
so.

5. COLLATERAL.  As a condition  precedent to the  establishment of the Revolving
Commitment  of the Banks and the  agreement  of the Banks to make the  Revolving
Loan and of Marquette to make the Term Loan, the Borrower agrees as follows:

     A. Security  Agreement.  The Borrower  shall have executed and delivered to
     the Agent the Security  Agreement pursuant to which the Borrower shall have
     granted a valid and perfected first security  interest (except as expressly
     otherwise provided therein) to the Banks in and to the Collateral to secure
     the payment and performance of the Notes and any and all other  liabilities
     and indebtedness of the Borrower to the Banks.

     B. Financing Statements.  The Borrower shall have executed and delivered to
     the Agent for filing with the Secretary of State of the State of Minnesota,
     and the  appropriate  county  office or offices in  Minnesota  and each and
     every other state and county in which all or any part of the  Collateral is
     located,  UCC-1 Financing  Statements (or equivalent  documents) naming the
     Borrower as debtor and the Banks as secured  parties (and  Marquette as the
     agent of the Banks) and describing  the Collateral as the property  covered
     thereby,  together  with  any and all  other  appropriate  UCC-1  Financing
     Statements and other  documents and instruments as the Banks may request in
     order  to  perfect  the  security  interest  granted  to it in  and  to the
     Collateral pursuant to the Security Agreement.

6.   REPRESENTATIONS.  In order to induce the Banks to make advances  hereunder,
     the Borrower  hereby warrants and represents to the Banks as follows:

     A.  Corporate  Existence  and Power.  The  Borrower is a  corporation  duly
     organized  and  validly  existing in the State of  Minnesota,  and is fully
     qualified  to do business and in good  standing in the State of  Minnesota,
     and in every other jurisdiction wherein the nature of its businesses or the
     character of its properties makes such qualification necessary, and has all
     requisite  power and authority to carry on its  businesses as now conducted
     and as presently proposed to be conducted.

     B.  Corporate  Authority.  The  Borrower  has full power and  authority  to
     execute  and deliver the  Borrower  Documents  and to incur and perform its
     obligations   hereunder  and  thereunder;   the  execution,   delivery  and
     performance by the Borrower of the Borrower Documents and any and all other
     documents and  transactions  contemplated  hereby or thereby have been duly
     authorized  by  all  necessary  corporate  action,  will  not  violate  any
     provision of law or the Articles of Incorporation or Bylaws of the Borrower
     or result in the breach of,  constitute a default under,  or create or give
     rise to any lien under,  any indenture or other  agreement or instrument to
     which the  Borrower is a party or by which the Borrower or its property may
     be bound or affected;  and the Borrower  Documents  have been  executed and
     delivered to the Banks by the  corporate  officers of the Borrower who have
     been  authorized  by  the  Borrower's  Board  of  Directors,  and  who  are
     authorized by and  specified in the  Borrower's  Bylaws,  to execute and so
     deliver such agreements.
<PAGE>
     C. Enforceability.  The Borrower Documents each constitute the legal, valid
     and binding  obligations  of the Borrower  enforceable  in accordance  with
     their respective terms.

     D. Financial Condition. The financial statements of the Borrower heretofore
     furnished to the Banks are  complete  and correct in all material  respects
     and fairly present the financial  condition of the Borrower at the dates of
     such  statements  and the results of its operations for the period ended on
     said date,  and have been  prepared m accordance  with  generally  accepted
     accounting  principles,  consistently applied. Since the most recent set of
     financial  statements  delivered by the  Borrower to the Banks,  there have
     been  no  material  adverse  changes  in  the  financial  condition  of the
     Borrower.

     E. Litigation. Except as disclosed on Exhibit D hereto, there is no action,
     suit or proceeding pending or, to the knowledge of the Borrower, threatened
     against or affecting the Borrower  which,  if adversely  determined,  would
     have a material  adverse effect on the condition  (financial or otherwise),
     business,  properties or assets of the Borrower or which would question the
     validity of the  Borrower  Documents or any  instrument,  document or other
     agreement  related hereto or required hereby,  or impair the ability of the
     Borrower to perform its obligations under the foregoing agreements.

     F. Licenses and Infringement.  Except as disclosed on Exhibit D hereto, the
     Borrower  possesses  adequate  licenses,  permits,   franchises,   patents,
     copyrights,  trademarks and trade names, or rights thereto,  to conduct its
     respective  business  substantially  as  now  conducted  and  as  presently
     proposed  to be  conducted.  There does not exist and there is no reason to
     anticipate that there may exist, any liability to the Borrower with respect
     to any claim of infringement  regarding any franchise,  patent,  copyright,
     trademark or trade name possessed or used by the Borrower.

     G. Default.  The Borrower is not in default of a material  provision  under
     any material agreement,  instrument, decree or order to which it is a party
     or by which it or its respective property is bound or affected.

     H.  Consents.  No  consent,   approval,   order  or  authorization  of,  or
     registration,  declaration  or filing with, or notice to, any  governmental
     authority or any third party is required in  connection  with the execution
     and  delivery  of the  Borrower  Documents,  or any  of the  agreements  or
     instruments  herein  mentioned  to  which  the  Borrower  is a party or the
     carrying  out  or  performance  of  any of  the  transactions  required  or
     contemplated  hereby or thereby or, if required,  such  consent,  approval,
     order or authorization has been obtained or such registration,  declaration
     or filing has been  accomplished or such notice has been given prior to the
     date hereof and the Banks have been  provided  with a copy of such consent,
     approval,  order,  authorization,   registration,  declaration,  filing  or
     notice, as the case may be.
<PAGE>
     I. Taxes.  The Borrower has filed all tax returns  required to be filed and
     either  paid all taxes  shown  thereon to be due,  including  interest  and
     penalties,  which are not being  contested in good faith and by appropriate
     proceedings,  or provided  adequate  reserves for payment thereof,  and the
     Borrower has no any information or knowledge of any objections to or claims
     for  additional  taxes in respect of federal  income or excess  profits tax
     returns for prior years.

     J. Titles,  etc. The Borrower has good title to all of its  properties  and
     assets, including,  without limitation,  the Collateral,  free and clear of
     all mortgages,  liens and encumbrances,  except the Permitted Interests and
     those  minor  irregularities  in  title  which  do not  interfere  with the
     occupation, use and enjoyment by the Borrower of such properties and assets
     in the normal course of its businesses as presently conducted or materially
     impair the value thereof for such businesses ("Minor Irregularities"),  and
     except such liens and encumbrances as may from time to time be consented to
     in writing  by the Banks.  Except for  Permitted  Interests,  the  security
     interest  granted to the Banks by the  Borrower  pursuant  to the  Security
     Agreement  constitutes  a  valid  and  perfected  first  lien in and to the
     Collateral.

     K. Pension Plans.  The Borrower has not established or maintained,  or made
     any  contributions to, any employee benefit plan which is subject to Part 3
     of  Subtitle  B of  Title  1 of  ERISA  or,  if  such a plan  has  been  so
     established,  maintained  or  contributed  to,  such  plan  did not have an
     "accumulated funding deficiency" (as that term is defined in Section 302 of
     ERISA) as of the date hereof,  and,  without limiting the generality of the
     foregoing,  the Borrower  has not  incurred  any material  liability to the
     Pension Benefit Guaranty Corporation with respect to any such plan.

     L. Use of Loans. The Borrower is not engaged principally,  or as one of its
     important  activities,  in the business of extending credit for the purpose
     of purchasing or carrying  margin stock (within the meaning of Regulation U
     of the Board of Governors of the Federal  Reserve  System),  and no part of
     the  proceeds of any loan  hereunder  will be used to purchase or carry any
     such  margin  stock or to  extend  credit  to  others  for the  purpose  of
     purchasing or carrying any such margin stock.

Each of the  foregoing  warranties  and  representations  shall be  deemed to be
repeated and  reaffirmed on and as of the date any loan is made hereunder by the
Banks to the Borrower pursuant to Section 2 hereof.

7. COVENANTS OF THE BORROWER. On and after the date hereof and until the payment
in full  of the  Notes  and all of the  other  Borrower's  Obligations,  and the
performance of all other obligations of the Borrower  hereunder,  and so long as
any portion of the Revolving Commitment of the Banks or the Term Loan remains in
full  force and  effect,  the  Borrower  agrees  that,  unless  the Banks  shall
otherwise consent in writing:
<PAGE>
     A. Financial Statements,  Other Information.  The Borrower shall deliver to
     Marquette (and Marquette shall deliver copies to the Banks):

          (i) as soon as  available,  and in any event  within 90 days after the
          end of each fiscal year of the  Borrower,  a copy of the annual  audit
          report of the Borrower  with the  unqualified  opinion of  independent
          certified public  accountants  selected by the Borrower and reasonably
          acceptable to the Banks, which annual report shall include the balance
          sheet of the Borrower and the related  statements of income,  retained
          earnings  and changes in  financial  position of the  Borrower for the
          fiscal year then ended,  all in reasonable  detail and all prepared in
          accordance with generally accepted accounting  principles applied on a
          basis consistent with the accounting  practices  applied in the annual
          financial  statements referred to in Section 6.D., together with (i) a
          report  signed  by  such  accountants   stating  that  in  making  the
          investigations  necessary for such opinion they obtained no knowledge,
          except as specifically stated, of any Event of Default hereunder or of
          any event or  circumstance  which with notice or lapse of time or both
          would  constitute  such an Event of Default and all relevant  facts in
          reasonable detail to evidence,  and the computations as to, whether or
          not the Borrower is in compliance with the  requirements  set forth in
          Section  7  hereof;  (ii) any  management  letter(s)  prepared  by the
          Borrower's accountants; and (iii) a certificate of the chief financial
          officer  of the  Borrower  in the form  attached  hereto as  Exhibit A
          stating  that  such  financial   statements   have  been  prepared  in
          accordance with generally accepted accounting  principles applied on a
          basis consistent with the accounting practices reflected in the annual
          financial statements referred to in Section 6.D. and whether or not he
          has knowledge of the  occurrence of any Event of Default  hereunder or
          of any event not  theretofore  reported and remedied which with notice
          or lapse of time or both  would  constitute  such an Event of  Default
          and,  if so,  stating in  reasonable  detail  the facts  with  respect
          thereto;

          (ii) as soon as  available  and in any event  within  thirty (30) days
          after the end of each calendar  month,  balance sheets of the Borrower
          as of the end of such  month and  related  statements  of  income  and
          retained  earnings of the Borrower for such monthly period and for the
          year to date, in reasonable  detail,  all prepared in accordance  with
          generally accepted accounting principles applied on a basis consistent
          with  the  accounting  practices  reflected  in the  annual  financial
          statements  referred to in Section  6.D.  and  certified  by the chief
          financial officer of the Borrower; subject, however, to year-end audit
          adjustments,  and accompanied by a certificate of said officer stating
          (i) that such  financial  statements  have been prepared in accordance
          with  generally  accepted  accounting  principles  applied  on a basis
          consistent  with the  accounting  practices  reflected  in the  annual
          financial  statements referred to in Section 6.D., and (ii) whether or
          not he has  knowledge  of the  occurrence  of  any  Event  of  Default
          hereunder or of any event or  circumstance  which with notice or lapse
          of time or both would  constitute such an Event of Default and, if so,
          stating in reasonable  detail the facts with respect thereto and (iii)
          all  relevant  facts  in  reasonable  detail  to  evidence,   and  the
          computations  as to, whether or not the Borrower is in compliance with
          the requirements set forth in Section 7 hereof;
<PAGE>
          (iii) within thirty (30) days after the end of each calendar  month, a
          monthly Borrower's Certificate;

          (iv)  within  fifty-five  (55)  days  after  the end of each  calendar
          quarter,  a copy of the quarterly 10-Q Statement filed by the Borrower
          with the Securities and Exchange Commission;

          (v) prior to each year end,  a  projection  for the  following  fiscal
          year;

          (vi) as soon as  available,  and in any event within one hundred (100)
          days after the end of each fiscal year,  a copy of the 10-K  Statement
          filed by the Borrower with the Securities and Exchange  Commission and
          any and all other  filings made at any time by the  Borrower  with the
          Securities  and  Exchange  Commission  or any other  state or  federal
          agency;

          (vii) within thirty (30) days after the end of each calendar month, an
          aggregate listing of the accounts receivable of the Borrower as of the
          last day of the immediately  preceding calendar month,  categorized by
          the age of the accounts receivable using the categories 0-30 days past
          the due date;  31-60  days past the due date;  61-90 days past the due
          date; and more than 90 days past the due date, and accounts receivable
          over 120 days past the due date will be designated,  which lists shall
          be certified by the controller of the Borrower; and

          (viii) such other information  respecting the financial  condition and
          results of  operations  of the  Borrower as the Banks may from time to
          time reasonably request.

     B.  Taxes and  Claims.  The  Borrower  shall pay and  discharge  all taxes,
     assessments and governmental  charges or levies imposed upon it or upon its
     respective  income or  profits,  or upon any of its  assets or  properties,
     prior to the date on which penalties attach thereto,  and all lawful claims
     which,  if  unpaid,  might  become a lien or  charge  upon  its  respective
     property  or assets;  provided,  however,  that the  Borrower  shall not be
     required to pay any such tax, assessment, charge, levy or claim the payment
     of which is being contested in good faith and by proper proceedings and for
     which it shall have set aside on its books adequate reserves therefor.

     C.  Insurance.   The  Borrower  shall  maintain   insurance  coverage  with
     responsible  insurance  companies  licensed  to do business in the State of
     Minnesota  (or, in the case of any  Collateral  located in any other state,
     then in such state) in such amounts and against such risks as is reasonably
     requested  by  the  Banks  or  as  required  by  law,  including,   without
     limitation,   property,   hazard,   fire,  wind,  hail,  theft,   collapse,
     comprehensive  general  public  liability,  product  liability and business
     interruption insurance,  and worker's compensation or similar insurance, in
     each case  naming the Agent as loss payee and  additional  insured as agent
     for the Banks. The Borrower shall furnish to the Agent full information and
     written evidence as to the insurance maintained by the Borrower.
<PAGE>
     D.  Maintenance  of  Existence;  Conduct of Business.  The  Borrower  shall
     maintain,   its  corporate  existence  and  preserve  all  of  its  rights,
     privileges and franchises  necessary in the normal conduct of its business;
     conduct its business in an orderly, efficient and regular manner.

     E. Maintenance of Properties. The Borrower shall keep all of the assets and
     properties  necessary  in  its  respective  business,   including,  without
     limitation,  any tangible Collateral,  in good working order and condition,
     ordinary  wear and tear and the  termination  of  service  of  obsolete  or
     unnecessary equipment excepted.

     F.  Compliance  with  Applicable  Laws.  The Borrower shall comply with the
     requirements  of all  applicable  state and federal laws, and of all rules,
     regulations and orders of any  governmental or other authority or agency, a
     breach of which  would  materially  and  adversely  affect  its  respective
     business  or credit , except  where  contested  in good faith and by proper
     proceedings.

     G.  Litigation.  The Borrower  shall  promptly  provide the Agent notice in
     writing of all litigation and of all  proceedings by or before any court or
     governmental or regulatory agency affecting the Borrower, except litigation
     or proceedings which, if adversely determined,  would not materially affect
     the financial condition or business of the Borrower.

     H. Liens.  The Borrower will not create,  incur,  assume or suffer to exist
     any mortgage,  lease, deed of trust,  pledge,  lien, security interest,  or
     other charge or encumbrance  of any nature on any of its assets,  now owned
     or hereafter  acquired,  securing any  indebtedness  or  obligation  to the
     Banks, except (1) the Permitted Interests, and Minor Irregularities and (2)
     any security  interest  granted herein or by any document related hereto to
     the Banks or consented to in writing by the Banks.

     I. Access to Books and  Inspection.  The  Borrower  shall at all times keep
     proper  books of record and  accounts  for  itself,  and,  upon  request of
     Marquette,  LaSalle,  or  Firstar,  the  Borrower  shall  provide  any duly
     authorized  representative of the Banks access during normal business hours
     to,  and  permit  such  representative  to  examine,  make  extracts  or  a
     reasonable number of copies from, any and all books,  records and documents
     in the Borrower's possession or control relating to the Borrower's affairs,
     to conduct  collateral  audits  from time to time and to inspect any of its
     facilities and properties;  provided,  however,  that the Banks shall treat
     all such books and records as  confidential  and shall only be permitted to
     disclose  the  information  contained  therein  to their  respective  legal
     counsel,  independent public accountants, any other participating banks, or
     in  connection  with any  action to collect  the Notes or to  enforce  this
     Agreement with the documents related hereto,  or as otherwise  permitted or
     required by law.

     J.  Collection of Accounts.  Upon the request of the Agent or the Banks, at
     any time after the  occurrence of an Event of Default,  the Borrower  shall
     notify its account debtors and other obligors to make payment directly to a
     post office box  specified by and under the sole control of the Agent,  and
     Marquette,  for  itself  and as agent for  LaSalle  and  Firstar,  shall be
     entitled to take control of any proceeds thereof.
<PAGE>
     K. Sale of Assets. The Borrower will not sell, lease,  assign,  transfer or
     otherwise  dispose of all or a substantial  part of its assets  (whether in
     one  transaction  or in a series of  transactions)  to any other  person or
     entity other than in the ordinary course of business.

     L.  Consolidation  and Merger.  The Borrower will not  consolidate  with or
     merge into any person or  entity,  or permit any other  person or entity to
     merge into it, or acquire (in a transaction  analogous in purpose or effect
     to a consolidation or merger) all or substantially all of the assets of any
     other  person  or  entity,  nor  liquidate,   dissolve,   suspend  business
     operations or sell all or substantially all of its assets.

     M. Benefit to Third  Persons.  Except for credit sales made in the ordinary
     course of business,  the  Borrower  shall not lend money to or guaranty the
     payment or  performance  of any  liabilities  of any third  person who is a
     shareholder,   officer,   employee  or  otherwise  related  to  or  closely
     associated with the Borrower.

     N. Equipment and Operating  Leases.  The Borrower shall not create,  incur,
     assume,  or suffer to exist any  equipment or operating  lease  obligations
     other than lease obligations incurred in the ordinary course of business of
     the Borrower as such business is presently conducted.

     O. Capital Expenditures.  The Borrower shall not pay or incur, or commit to
     pay  or  incur,  any  capital  expenditures  (including  capitalized  lease
     obligations) during any fiscal year of the Borrower which exceed $2,000,000
     in the aggregate; provided, however, that financing of up to $5,500,000 for
     the  Borrower's  new  headquarters  facility  shall be  excluded  from this
     equation.

     P. Loans,  Guaranties and  Investments.  Except for the  investments in and
     loans to the subsidiaries and affiliates described on Exhibit E hereto, the
     Borrower  shall  not  assume,  guarantee,  endorse,  contingently  agree to
     purchase or otherwise become liable (directly or indirectly,  absolutely or
     contingently) in connection with the obligations of any other person,  firm
     or corporation, nor shall the Borrower make or permit to exist any loans or
     advances by the Borrower  to, or purchase or  otherwise  acquire all or any
     substantial  portion  of the  assets  of,  or  shares  of stock or  similar
     interest in or to any other person, corporation or entity.

     Q. Other Borrowings.  Except as described on Exhibit E hereto, the Borrower
     shall not borrow or obtain any loan or advance  from,  or  otherwise  be or
     become  indebted for money  borrowed from,  any person,  firm,  corporation
     (including,  without limitation,  the Banks),  partnership,  association or
     other  entity,  other than (i)  current  accounts  payable  incurred by the
     Borrower in the ordinary  course of its  business,  provided  that the same
     shall be paid when due in  accordance  with  customary  trade terms  unless
     contested by appropriate proceedings;  (ii) the endorsement to the Agent of
     checks  payable  to the order of the  Borrower  in the  ordinary  course of
     business  and (iii)  capital  lease  obligations  permitted by Section 7.O.
     hereof;  provided,  however,  that  financing of up to  $5,500,000  for the
     Borrower's new headquarters facility shall be excluded from this equation.
<PAGE>
     R. Financial Covenants. The Borrower will maintain on a consolidated basis:

          (i) A ratio of  Indebtedness  to Net  Worth no  greater  than  2.0:1.0
          during the fiscal year ending  February  28, 1996 and no greater  than
          1.5:1.0 at any time thereafter.

          (ii) From February 28, 1996,  through  February 27, 1997, the Borrower
          shall  maintain a Net Worth of at least  $22,000,000  at all times and
          from February 28, 1997, and at all times thereafter the Borrower shall
          maintain a Net Worth of at least $24,000,000.

          (iii) At the end of each of the calendar quarters ended May 31, August
          31,  November 30, of each year,  an  After-Tax  Net Income of at least
          $1.00 and a cumulative  After-Tax Net Income of at least $2,000,000 at
          fiscal years ending February 28, 1996 and February 28, 1997.

     S. Non-Business Assets. The Borrower shall not purchase, lease or otherwise
     acquire  any  right,  title or  interest  in or to,  any  real or  personal
     property  not  directly  related to or  necessary  in  connection  with the
     present operations of the Borrower.

     T.  Notification.  The  Borrower  shall notify the Agent  immediately  of a
     change in location of any of the Collateral.

     U.  Redemptions,  Dividends.  The Borrower  shall not purchase or redeem or
     agree to  purchase  or  redeem,  any of its  capital  stock  nor  shall the
     Borrower  pay or declare any  dividends  in any  calendar  year without the
     approval of the Banks (other than non-cash  dividends)  with respect to any
     of its capital stock.

     V.  Access.  The Borrower  shall grant to the Banks'  agents and any entity
     authorized  by the Banks access to its property at any  reasonable  time in
     order to inspect the Collateral, the Borrower's property and business.

     W. Transfer of the  Collateral.  The Borrower  shall not sell,  dispose of,
     lease,  mortgage,  assign,  sublet or transfer  any of its right,  title or
     interest in or to the Collateral (other than sales of Collateral consisting
     of inventory in the ordinary  course of  Borrower's  business)  without the
     prior written consent of the Banks.

     X.  Pension  Plans.  The  Borrower  shall  maintain  any  pension  plan  in
     compliance with all material  requirements of ERISA,  the Internal  Revenue
     Code, and all other applicable laws, rules, regulations and rulings.

8.   EVENTS OF DEFAULT AND REMEDIES.  Any one or more  of the  following  events
     and  circumstances  shall constitute an Event of Default:

     A. the Borrower shall fail to pay when due any amounts  required to be paid
     by the  Borrower  under the  Notes,  the  Borrower  Documents  or any other
     indebtedness  of the Borrower to the Banks or any material  indebtedness to
     any third party whether any such  indebtedness is now existing or hereafter
     arises and whether  direct or indirect,  due or to become due,  absolute or
     contingent, primary or secondary or joint or joint and several; or
<PAGE>
     B. the Borrower shall fail to observe or perform any covenant, condition or
     agreement  to be  observed  or  performed  by it under any of the  Borrower
     Documents or any other document  related hereto for a period of thirty (30)
     days after written  notice,  specifying such default and requesting that it
     be remedied,  given to the  Borrower by any of the Banks,  unless the Banks
     shall  agree  in  writing  to an  extension  of  such  time  prior  to  its
     expiration,  or for such longer  period as may be  reasonable  necessary to
     remedy  such  default  (other than  defaults  which can be cured by a money
     payment) provided that the Borrower is proceeding with reasonable diligence
     to remedy the same; or

     C. the Borrower shall be in default in the  performance of any covenants or
     obligation  under any other document or instrument  heretofore or hereafter
     executed and  delivered to the Banks by such party in  connection  with any
     other loan or credit  transaction(s)  and such  default is not cured within
     the period, if any, allowed by such documents for the cure thereof; or

     D. the Borrower  shall file a petition in bankruptcy or for  reorganization
     or for an  arrangement  pursuant to any present or future  state or federal
     bankruptcy  act or under any  similar  federal  or state  law,  or shall be
     adjudicated to be bankrupt or insolvent, or shall make a general assignment
     for the  benefit  of its  creditors,  or shall be  unable  to pay its debts
     generally  as they become due; or if an order for relief  under any present
     or future  federal  bankruptcy act or similar state or federal law shall be
     entered  against the  Borrower;  or if a petition or answer  requesting  or
     proposing  the entry of such  order for relief or the  adjudication  of the
     Borrower  as a debtor or to be  bankrupt  or its  reorganization  under any
     present or future state or federal bankruptcy act or any similar federal or
     state law shall be filed in any court and such petition or answer shall not
     be discharged  or denied within ninety (90) days after the filing  thereof;
     or if a  receiver,  trustee  or  liquidator  of the  Borrower  or of all or
     substantially all of the assets of the Borrower; or the Collateral,  or any
     part  thereof,  shall be appointed in any  proceeding  brought  against the
     Borrower  and  shall  not be  discharged  within  ninety  (90) days of such
     appointment;  or if the  Borrower  shall  consent to or  acquiesce  in such
     appointment;  or if  any  property  of  the  Borrower  (including,  without
     limitation,  the estate or interest of the Borrower in the  Collateral,  or
     any part thereof) shall be levied upon or attached in any proceeding; or

     E. final judgment(s) for the payment of money in excess of $100,000 and not
     covered by  insurance  shall be  rendered  against the  Borrower  and shall
     remain undischarged for a period of thirty (30) days during which execution
     shall not be effectively stayed; or

     F. the  Borrower  shall be or become  insolvent  (whether  in the equity or
     bankruptcy sense); or
<PAGE>
     G. any  representation  or warranty  made by the Borrower  herein or in any
     document  related  hereto  shall  prove to be untrue or  misleading  in any
     material  respect,  or  any  statement,  certificate  or  report  furnished
     hereunder  or under any of the  foregoing  documents by or on behalf of the
     Borrower shall prove to be untrue or misleading in any material  respect on
     the date  when the  facts  set forth  and  recited  therein  are  stated or
     certified; or

     H. the Borrower shall  liquidate,  wind up, merge,  dissolve,  terminate or
     suspend its respective  business  operations,  or sell all or substantially
     all of its  respective  assets,  without the prior  written  consent of the
     Banks; or

     I. the Borrower shall sell, dispose of, lease, mortgage,  assign, sublet or
     transfer  any of its  right,  title  or  interest  in or to the  Collateral
     (except as expressly provided herein or in the Security  Agreement) without
     the prior written consent of the Banks; or

     J. the Borrower  shall fail to pay,  withhold,  collect or remit any tax or
     tax  deficiency  when assessed or due or notice of any state or federal tax
     lien shall be filed or issued; or

     K.  any  property  of the  Borrower  (including,  without  limitation,  the
     Collateral),  shall be  garnished  or attached in any  proceeding  and such
     garnishment or attachment shall remain  undischarged for a period of thirty
     (30) days during which execution is not effectively stayed; or

     L. the  outstanding and unpaid loans under Section 2.A. hereof shall exceed
     the  Borrowing  Base  Amount and the  Borrower  shall  fail  within two (2)
     business days  following  receipt of written  notice to the Borrower to pay
     such loans down to an amount not greater than the Borrowing Base Amount.

Upon the occurrence of an Event of Default and at any time  thereafter,  any one
or more of the following  remedial steps may be taken by the Agent, on behalf of
the Banks, upon the direction of the Banks:

     a) by written notice to the Borrower,  declare all or part of the principal
     balance of the Notes plus accrued  interest  thereon to be immediately  due
     and payable, whereupon the same shall become immediately due and payable by
     the Borrower;

     b) take  whatever  action at law or in equity as may  appear  necessary  or
     appropriate  to collect the amounts then due and  thereafter  to become due
     under the Notes and/or the other Borrower Documents; and

     c) take  whatever  action in law or in equity as may  appear  necessary  or
     appropriate  to collect any other amounts then due and thereafter to become
     due under this  Agreement and the documents  related  hereto and to enforce
     performance and observance of any obligation,  agreement or covenant of the
     Borrower thereunder.

9.   TERMINATION.  Upon the  occurrence  of an Event of Default,  the  Revolving
Commitment of the Banks shall terminate without further notice to the Borrower.

10. NOTICES. All notices,  consents,  requests, demands and other communications
hereunder  shall be in writing  and shall be deemed to have been duly given when
delivered by mail, postage prepaid,  first class,  certified or registered mail,
return  receipt  requested,  to the  following  address or such other address of
which a party subsequently may give notice to all the other parties:
<PAGE>

         IF TO MARQUETTE:

                  Marquette Capital Bank
                  4000 Dain Bosworth Plaza
                  P.O. Box 1000
                  60 South Sixth Street
                  Minneapolis, MN 55480-1000
                  Attention: Todd A. Nieland

         IF TO LASALLE:

                  LaSalle National Bank
                  135 South LaSalle Street
                  Chicago, IL 60603
                  Attention: Jay Goldner

         IF TO FIRSTAR:

                  Firstar Bank Milwaukee, N.A.
                  777 East Wisconsin Avenue
                  Milwaukee, Wisconsin 53202
                  Attention: Peter M. Kronberg

         IF TO THE BORROWER:

                  First Team Sports, Inc.
                  2274 Woodale Drive
                  Mounds View, Minnesota 55112-4900
                  Attention: Robert Lenius

11.  MISCELLANEOUS.

     A.  Waivers,  Amendments,  etc. No amendment,  modification  or waiver that
     increases  the   Revolving   Loan  Amount  or   "Percentage   of  Aggregate
     Outstandings"  of any Bank (as defined in that  certain  Intercreditor  and
     Collateral  Agency  Agreement  of even date  herewith,  entered into by and
     among the Banks),  (ii) changes the definition of the Borrowing Base Amount
     or Eligible  Receivables,  (iii)  reduces the Revolving  Loan Amount,  (iv)
     modifies the interest  rate or postpones  the date fixed for any payment of
<PAGE>
     principal  or interest due or to become due  hereunder,  under the Notes or
     under any related  documents,  (v)  releases  any  material  portion of the
     Collateral  or any  other  security  pledged  by the  Borrower,  except  as
     contemplated  by this  Agreement,  the  Security  Agreement,  or the  other
     Borrower Documents,  or (vi) amends,  modifies or waives one or more of the
     financial  covenants set forth in Section 7.R. or this Section 11.A., shall
     be effective  unless such  amendment,  modification or waiver is in writing
     and  consented  to by  all of the  Banks.  All  other  provisions  of  this
     Agreement,  including the closing  conditions set forth herein, and of each
     Borrower  Document  may from time to time be  amended,  modified or waived,
     only if such amendment, modification or waiver is consented to in a writing
     executed  by at least two of the  Banks.  Notwithstanding  anything  to the
     contrary  herein,  no  amendment,  modification  or waiver that  increases,
     decreases or otherwise  affects the Term Loan or the Term Loan Amount shall
     be effective  unless such  amendment,  modification or waiver is in writing
     and consented to by Marquette.  No failure or delay on the part of any Bank
     or the  holder  of any Note in  exercising  any power or right  under  this
     Agreement,  the Security  Agreement or any other Borrower Document executed
     pursuant hereto shall operate as a waiver thereof,  nor shall any single or
     partial  exercise of any such power or right  preclude any other or further
     exercise  thereof or the exercise of any other power or right. No notice to
     or demand on the  Borrower  in any case  shall  entitle it to any notice or
     demand in similar or other circumstances.  The remedies herein provided are
     cumulative and not exclusive of any remedies provided by law.

     B. Expenses.  The Borrower shall  reimburse the Banks for any and all costs
     and expenses,  including,  without limitation,  reasonable attorneys' fees,
     paid or incurred by any of the Banks in connection with (i) the preparation
     of the  Borrower  Documents  and any other  document or  agreement  related
     hereto or thereto,  and the transactions  contemplated hereby, which amount
     shall be paid  prior  to the  making  of any  advance  hereunder;  (ii) the
     negotiation of any amendments, modifications or extensions to or any of the
     foregoing  documents,  instruments or agreements and the preparation of any
     and all  documents  necessary  or  desirable  to  effect  such  amendments,
     modifications or extensions;  and (iii) enforcement by the Banks during the
     term  hereof or  thereafter  of any of the rights or  remedies of the Banks
     under any of the foregoing  documents,  instruments  or agreements or under
     applicable  law,  whether or not suit is filed  with  respect  thereto  and
     whether or not such costs are paid or incurred,  or to be paid or incurred,
     prior to or after the entry of judgment.

     C. Amendments,  etc. The Borrower Documents may not be amended or modified,
     nor may any of their terms (including,  without limitation, terms affecting
     the maturity of or rate of interest on the Revolving  Notes) be modified or
     waived, except by written instruments signed by the Banks and the Borrower.
     Terms contained in the Borrower Documents affecting only the maturity of or
     rate of  interest  on the Term  Notes may be  modified  or  waived  only by
     written instruments signed by Marquette and the Borrower.

     D.  Successors.  This  Agreement  shall be  binding  upon and  inure to the
     benefit of the Borrower and the Banks and their  respective  successors and
     assigns;  provided,  however,  that the Borrower may not transfer or assign
     its rights to borrow  hereunder  without the prior  written  consent of the
     Banks.
<PAGE>
     E.  Offsets.  Nothing  in this  Agreement  shall  be  deemed  a  waiver  or
     prohibition of the Banks' rights of banker's lien, offset, or counterclaim,
     which right the Borrower hereby grants to the Banks.

     F.  Counterparts.   This  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  Agreement  by signing any
     such counterpart.

     G. Accounting.  Unless otherwise  expressly  provided herein, or unless the
     Banks otherwise consent in writing,  all accounting terms used herein which
     are not  expressly  defined  in this  Agreement  shall  have  the  meanings
     respectively given to them in accordance with generally accepted accounting
     principles and all financial  statements and reports furnished to the Agent
     hereunder  shall  be  prepared,  and all  computations  and  determinations
     pursuant  hereto  shall be made,  in  accordance  with  generally  accepted
     accounting  principles  and  practices,  applied on a basis not  materially
     inconsistent  with that  applied  in  preparing  the  respective  financial
     statements referred to in Sections 6.D. and 7.A.(i) hereof.

     H. Governing Law. The Borrower  Documents and all other agreements  related
     hereto,  shall be construed in accordance  with and governed by the laws of
     the State of Minnesota.

     I.  Headings.  The  descriptive  headings for the several  sections of this
     Agreement are inserted for  convenience  only and shall not define or limit
     any of the terms or provisions hereof.

     J. Term.  Unless sooner  terminated by any party pursuant to the provisions
     hereof,  the original term of this Agreement  shall commence as of the date
     hereof and continue  thereafter  until the Notes,  and all other Borrower's
     Obligations  have been  paid in full and the  Revolving  Commitment  of the
     Banks has expired pursuant to Section 2 hereof,  which term may be extended
     by written agreement of the parties hereto. Notwithstanding anything to the
     contrary  contained herein,  the Banks shall not be obligated to extend the
     term  hereof  pursuant  to  this  subsection  under  any  circumstances  or
     conditions whatsoever,  and the Borrower hereby acknowledges that the Banks
     have not agreed,  warranted or  represented in any manner  whatsoever  that
     they would extend the Revolving Commitment of the Banks. The Borrower shall
     be entitled to terminate the Revolving  Commitment of the Banks at any time
     the then  outstanding  and unpaid balance of the Revolving Notes is zero by
     giving  written notice of said  termination to the Banks.  The Borrower may
     terminate  this  Agreement  by written  notice to the Banks at any time the
     then  unpaid  principal  balances  of the Notes,  and any other  Borrower's
     Obligations  are zero and the Revolving  Commitment of the Banks has either
     expired or been terminated by either the Banks or the Borrower  pursuant to
     the provisions hereof.
<PAGE>
     K. Agent.  Borrower  hereby  acknowledges  that,  the Banks have  appointed
     Marquette as Agent to exercise certain rights,  remedies and obligations of
     the  Banks  hereunder.   The  Borrower  may  rely  upon  the  designations,
     appointment  and  authorization  conferred  upon the  Agent  and  agrees to
     deliver and submit all reports and to make all payments required  hereunder
     or under any of the  Borrower  Documents  in the manner  designated  by the
     Agent, for the benefit of the Banks. The obligations of the Banks hereunder
     are several,  and no Bank shall be responsible  for the  obligations of any
     other Bank hereunder, nor will the failure of any other Bank to perform any
     of its obligations  hereunder  relieve the Agent or any other Bank from the
     performance of its obligations hereunder.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed and delivered as of the day and year first above written.


                               MARQUETTE CAPITAL BANK,
                                  individually and as Agent

                               By:      /s/ Todd A. Nieland
                                        Its:     Vice President

                               LASALLE NATIONAL BANK

                               By:      /s/ Jay Goldner
                                        Its:     Vice President

                               FIRSTAR BANK MILWAUKEE, N.A.

                               By:      /s/ Peter M. Kronberg
                                        Its:     Vice President

                               FIRST TEAM SPORTS, INC.

                               By:      Robert Lenius Jr.
                                        Its:     VP/CFO
<PAGE>


                                    EXHIBIT A

                             BORROWER'S CERTIFICATE

                          [TO BE PROVIDED BY MARQUETTE]





<PAGE>


                                    EXHIBIT B

                               PERMITTED INTERESTS

                                      None



<PAGE>


                                    EXHIBIT C

                                    TERM NOTE


$__________________                                    Minneapolis, Minnesota
                                                       ______________, 19____

1. FOR VALUE RECEIVED,  FIRST TEAM SPORTS,  INC., a Minnesota  corporation  (the
"Borrower"),  hereby  promises to pay to the order of MARQUETTE  CAPITAL BANK, a
Minnesota  banking  association  ("Bank"),  at  its  banking  house  located  in
Minneapolis,  Minnesota, the principal sum of ______________________________ AND
00/100  DOLLARS  ($____________),  in  lawful  money of the  United  States  and
immediately  available  funds,  together  with  interest  on the unpaid  balance
accruing  as of the date  hereof at a rate at all  times  equal to  [either  (i)
one-fourth  percent  (1/4%) per annum in excess of the "Prime Rate of  Interest"
(as that term is defined  below) as the same may change from time to time and be
adjusted in the manner and at the times hereinafter  provided for (the "Variable
Rate  Option"),  or (ii) four percent (4%) in excess of the Bank's cost of funds
(the "Fixed Rate Option"), such rate to be chosen by the Borrower upon execution
of this Note.]

2.  Principal  and  accrued  interest  on this Note shall be due and  payable in
thirty-five (35) equal monthly installments of $________________ each commencing
on  _____________  1,  19___,  and  continuing  on the  first  (lst) day of each
calendar month thereafter until and including  _______________  1, 199__, and in
one (1) final  installment on  _____________,  19___ ("Maturity  Date") equal to
$_______________.

3. [The term "Prime Rate of Interest"  shall mean the prime rate of interest (or
equivalent  successor rate) set and announced from time to time by the Bank as a
basis for determining the rate of interest on commercial  borrowing,  whether or
not the Bank makes loans to other  customers  at, above or below said Prime Rate
of Interest.]

4. [If the Borrower  chooses the Variable Rate Option,  the rate of interest due
hereunder  shall  initially  be  determined  as of the  date  hereof  and  shall
thereafter be adjusted, as and when, and on the same day that, the Prime Rate of
Interest changes (each such day hereinafter  being referred to as an "Adjustment
Date").  All such adjustments to said rate shall be made and become effective as
of the  Adjustment  Date and said rate as adjusted  shall remain in effect until
and including the day immediately preceding the next Adjustment Date. Under both
the Variable Rate Option and the Fixed Rate Option,  interest hereunder shall be
computed  on the basis of a year of three  hundred  sixty (360) days but charged
for actual days principal is unpaid.]

5. All payments and  prepayments  shall be applied first to costs of collection,
if any, second to any late charges,  third to accrued interest and the remainder
thereof to installments of principal in the inverse order of maturity.

6. This Note is issued pursuant to the revolving  credit and term loan agreement
("Credit  Agreement")  of even date herewith by and between the Borrower and the
Bank, and is entitled to all of the benefits provided for in said agreement.
<PAGE>
7. This Note may be prepaid at any time, at the option of the  Borrower,  either
in whole or in part,  without  premium  or  penalty.  All  payments  made by the
Borrower hereunder using proceeds derived from any insurance policy covering any
property securing this Note or from any condemnation  award with respect thereto
or from the sale of any  collateral  securing this Note (whether or not with the
consent of the Bank)  shall,  unless  otherwise  agreed in writing,  be deemed a
prepayment for purposes of this Note.

8. If any  installment of principal or interest due hereunder is not paid within
twenty (20) days of the due date thereof,  the Borrower  shall pay to the Bank a
late  charge  equal to two and  one-half  percent  (2.5%) of the  amount of such
installment.

9. Upon the occurrence of an Event of Default,  and at any time thereafter,  the
Bank shall have the right to set off any and all  amounts due  hereunder  by the
Borrower to the Bank against any  indebtedness  or obligation of the Bank to the
Borrower.

10. The Borrower promises to pay all costs of collection of this Note, including
but not limited to reasonable  attorneys'  fees, paid or incurred by the Bank on
account of such  collection,  whether or not suit is filed with respect  thereto
and  whether or not such cost or expense is paid or  incurred,  or to be paid or
incurred, prior to or after the entry of judgment.

11. As used herein,  the term "Event of Default"  shall mean and include any one
or more of the events listed in Section 8 of the Credit Agreement.

12. Upon the occurrence of an Event of Default, and at any time thereafter,  the
unpaid  principal  balance  hereof plus accrued  interest  hereon plus all other
amounts due hereunder  shall,  at the option of the Bank, be immediately due and
payable, without notice or demand.

13. Demand,  presentment,  protest and notice of nonpayment and dishonor of this
Note are hereby waived.

14. This Note shall be governed by and construed in accordance with the internal
laws of the State of Minnesota.


                                        FIRST TEAM SPORTS, INC.


                                        By:
                                        Its:



<PAGE>


                                    EXHIBIT D

                                   LITIGATION




<PAGE>


                                    EXHIBIT E

                LOANS; GUARANTEES; INVESTMENTS; OTHER BORROWINGS

<PAGE>
                        FIRST AMENDMENT OF LOAN DOCUMENTS

This  Agreement,  made as of the 1st day of November  1995, by and between FIRST
TEAM SPORTS,  INC.,  a Minnesota  corporation  (the  "Borrower")  and  MARQUETTE
CAPITAL BANK, a Minnesota banking association ("Marquette") and, in its capacity
as agent for the "Banks" (hereinafter  defined) (the "Agent"),  LASALLE NATIONAL
BANK, a national  banking  association  ("LaSalle")  and FIRSTAR BANK MILWAUKEE,
N.A., a national banking association ("Firstar") (Marquette, LaSalle and Firstar
are sometimes referred to herein collectively as the "Banks").

                              W I T N E S S E T H:

WHEREAS,  the Banks  and the  Borrower  previously  entered  into  that  certain
restated revolving credit and term loan agreement dated as of June 30, 1995, and
as heretofore and hereinafter amended (the "Credit Agreement"); and

WHEREAS,  the Banks  previously  made  loans to the  Borrower  evidenced  by the
"Revolving  Notes"  and  Marquette  has  previously  extended a term loan to the
Borrower  evidenced  by the "Term  Notes"  referred to and defined in the Credit
Agreement,  each  executed by the Borrower and payable to the order of the Banks
or Marquette, respectively (collectively, the "Notes"); and

WHEREAS,  the Borrower has  requested  and the Banks have agreed to increase the
maximum amount of capital  expenditures  for the fiscal year ending February 28,
1996; and

WHEREAS,  the Borrower has  requested and the Banks have agreed to waive certain
of the Borrower's reporting requirements; and

WHEREAS, the Banks have agreed to such amendments to the Credit Agreement on the
terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and
conditions  contained  herein,  the receipt and  sufficiency of which are hereby
acknowledged,  the  Borrower  and the  Banks do each  hereby  agree to amend the
Credit Agreement as follows:

1. Provided no Event of Default has occurred  under the Credit  Agreement or any
of the other Borrower  Documents,  the Borrower shall not be required to deliver
to Marquette the financial  information  required under  Sections  7.A.(iii) and
7.A.(vii) of the Credit Agreement.

2.  Section 7.O. of the Credit  Agreement is hereby  deleted in its entirety and
the following shall be substituted therefor:

         O. Capital Expenditures. The Borrower shall not pay or incur, or commit
         to pay or incur, any capital expenditures  (including capitalized lease
         obligations)  for the fiscal year ending February 28, 1996 which exceed
         $3,000,000 in the aggregate; provided, however, that financing of up to
         $5,500,000  for the  Borrower's  new  headquarters  facility  shall  be
         excluded from this equation.  For fiscal year ending  February 28, 1997
         and each fiscal year  thereafter,  the Borrower shall not pay or incur,
         or  commit  to  pay  or  incur,  any  capital  expenditures  (including
         capitalized   lease   obligations)   which  exceed  $2,000,000  in  the
         aggregate.
<PAGE>
3. The Borrower  hereby  restates and reaffirms as of the date hereof all of the
representations,  warranties  and covenants  contained in the Notes,  the Credit
Agreement,  and  any  and  all  other  documents  related  thereto,  as if  said
representations, warranties, and covenants were fully set forth herein.

4. The Borrower  further agrees that,  except as expressly  amended herein,  the
Credit Agreement,  Notes, the Borrower Documents (as that term is defined in the
Credit  Agreement) and all related  documents remain in full force and effect as
of the date hereof in accordance with their original  terms,  are not subject to
any existing  defenses,  counterclaims  or rights to setoff and fully secure the
Notes.

5. The  Borrower  hereby  agrees to execute  such other and further  agreements,
documents and  instruments as are deemed  necessary or advisable by the Banks in
order to effectuate the purposes of the foregoing.

IN WITNESS WHEREOF,  the Borrower and the Banks have executed and delivered this
Amendment as of the day and year first above written.


MARQUETTE CAPITAL BANK,                     FIRSTAR BANK MILWAUKEE, N.A.
   individually and as Agent

By:      /s/ Todd A. Nieland                By:      /s/ Peter M. Kronberg

         Its      Vice President               Its:     Vice President


LASALLE NATIONAL BANK                       FIRST TEAM SPORTS, INC.


By:      /s/ Jay Goldner                    By:      /s/ Robert Lenius, Jr.

         Its      Vice President               Its:     Vice President/CFO
<PAGE>
                       SECOND AMENDMENT OF LOAN DOCUMENTS


This Agreement, made as of the 1st day of August 1996, by and between FIRST TEAM
SPORTS,  INC., a Minnesota  corporation (the  "Borrower") and MARQUETTE  CAPITAL
BANK,  a Minnesota  banking  association  ("Marquette")  and, in its capacity as
agent for the "Banks"  (hereinafter  defined) (the  "Agent"),  LASALLE  NATIONAL
BANK, a national  banking  association  ("LaSalle")  and FIRSTAR BANK MILWAUKEE,
N.A., a national banking association ("Firstar") (Marquette, LaSalle and Firstar
are sometimes referred to herein collectively as the "Banks").

                              W I T N E S S E T H:

WHEREAS,  the Banks  and the  Borrower  previously  entered  into  that  certain
restated revolving credit and term loan agreement dated as of June 30, 1995, and
as heretofore and hereinafter amended (the "Credit Agreement"); and

WHEREAS,  the Banks  previously  made  loans to the  Borrower  evidenced  by the
"Revolving  Notes"  and  Marquette  has  previously  extended a term loan to the
Borrower  evidenced  by the "Term  Notes"  referred to and defined in the Credit
Agreement,  each  executed by the Borrower and payable to the order of the Banks
or Marquette, respectively (collectively, the "Notes"); and

WHEREAS,  the  Borrower  has  requested  and the Banks  have  agreed to  certain
modifications  of the  Credit  Agreement  and Notes on the terms and  conditions
contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and
conditions  contained  herein,  the receipt and  sufficiency of which are hereby
acknowledged,  the  Borrower  and the  Banks do each  hereby  agree to amend the
Credit Agreement as follows:

 1. The interest rate payable by the Borrower  under the Notes is hereby reduced
from  "one-fourth  percent  (.25%) in excess of the Prime Rate of  Interest"  to
"fifty-five  one  hundredths  percent  (55/100%)  less  than the  Prime  Rate of
Interest." Each of the Notes is hereby amended to reflect the foregoing interest
rate reduction.

 2. The Borrower  hereby restates and reaffirms as of the date hereof all of the
representations,  warranties  and covenants  contained in the Notes,  the Credit
Agreement,  and  any  and  all  other  documents  related  thereto,  as if  said
representations, warranties, and covenants were fully set forth herein.

 3. The Borrower further agrees that,  except as expressly  amended herein,  the
Credit Agreement,  Notes, the Borrower Documents (as that term is defined in the
Credit  Agreement) and all related  documents remain in full force and effect as
of the date hereof in accordance with their original  terms,  are not subject to
any existing  defenses,  counterclaims  or rights to setoff and fully secure the
Notes.
<PAGE>

 4. The Borrower  hereby  agrees to execute  such other and further  agreements,
documents and  instruments as are deemed  necessary or advisable by the Banks in
order to effectuate the purposes of the foregoing.

IN WITNESS WHEREOF,  the Borrower and the Banks have executed and delivered this
Amendment as of the day and year first above written.


MARQUETTE CAPITAL BANK,                     FIRSTAR BANK MILWAUKEE, N.A.
   individually and as Agent

By:      /s/ Todd A .Nieland                By:      /s/Hunt Gildner

         Its      Vice President                     Its:     Vice President


LASALLE NATIONAL BANK                       FIRST TEAM SPORTS, INC.


By:      /s/ C. Brant Ahrens                By:      /s/ Robert Lenius Jr.

         Its      Loan Officer                       Its:     VP/CFO

<PAGE>
                       THIRD AMENDMENT OF LOAN DOCUMENTS


This Agreement,  made as of the 28th day of May, 1997, by and between FIRST TEAM
SPORTS,  INC., a Minnesota  corporation (the  "Borrower") and MARQUETTE  CAPITAL
BANK,  a Minnesota  banking  association  ("Marquette")  and, in its capacity as
agent for the "Banks"  (hereinafter  defined) (the  "Agent"),  LASALLE  NATIONAL
BANK, a national  banking  association  ("LaSalle")  and FIRSTAR BANK MILWAUKEE,
N.A., a national banking association ("Firstar") (Marquette, LaSalle and Firstar
are sometimes referred to herein collectively as the "Banks").

                              W I T N E S S E T H:

WHEREAS,  the Banks  and the  Borrower  previously  entered  into  that  certain
restated revolving credit and term loan agreement dated as of June 30, 1995, and
as heretofore and hereinafter amended (the "Credit Agreement"); and

WHEREAS,  the Banks  previously  made  loans to the  Borrower  evidenced  by the
"Revolving  Notes," and  Marquette  has  previously  extended  term loans to the
Borrower,  and will in the future extend  additional term loans to the Borrower,
as  evidenced  by the  "Term  Notes"  referred  to  and  defined  in the  Credit
Agreement,  each  executed by the Borrower and payable to the order of the Banks
or Marquette, respectively (collectively the "Notes"); and

WHEREAS,  the  Borrower  has  requested  and the Banks  have  agreed to  certain
modifications  of the  Credit  Agreement  and Notes on the terms and  conditions
contained herein.

NOW, THEREFORE, in consideration of the foregoing premises and the covenants and
conditions  contained  herein,  the receipt and  sufficiency of which are hereby
acknowledged,  the  Borrower  and the  Banks do each  hereby  agree to amend the
Credit Agreement as follows:

1.  Section I.J. of the Credit  Agreement is hereby  deleted in its entirety and
the following shall be substituted therefore:

     J. Expiration  Date: the date that first occurs:  (i) July 1, 1999, or (ii)
     the occurrence of an Event of Default.

2.  Section 7.O. of the Credit  Agreement is hereby  deleted in its entirety and
the following shall be substituted therefore:

     O. Capital Expenditures.  The Borrower shall not pay or incur, or commit to
     pay  or  incur,  any  capital  expenditures  (including  capitalized  lease
     obligations) during any fiscal year of the Borrower which exceed $2,000,000
     in the aggregate.

3.  Section 7.R. of the Credit  Agreement is hereby  deleted in its entirety and
the following shall be substituted therefore:
<PAGE>
     R. Financial Covenants. The Borrower will maintain on a consolidated basis:

          (i) A ratio of  Indebtedness  to Net Worth no greater  than 1.5:1.0 on
          February 28, 1996 and at all times thereafter.

          (ii) From February 27, 1997,  through  February 27, 1998, the Borrower
          shall at all times maintain a Net Worth of at least  $31,000,000,  and
          from February 28, 1998 and at all times  thereafter the Borrower shall
          maintain a Net Worth of at least $33,000,000.

          (iii) A cumulative After-Tax Net Income of at least $2,000,000 for the
          fiscal years ending February 28, 1998 and February 28, 1999.

4. The Firstar Bank  Milwaukee,  N.A.  address  referred to in Section 10 of the
Credit  Agreement is hereby  deleted in its entirety and the following  shall be
substituted therefore:

          IF TO FIRSTAR:

            Firstar Bank Milwaukee, N.A.
            101 East Fifth Street, 9th Floor
            St. Paul, Minnesota 55101
            Attention:  Hunt W. Gildner

5. Exhibit A to the Credit  Agreement is hereby  deleted in its entirety and the
new "Borrower's  Certificate" attached hereto as Schedule I shall be substituted
therefor.

6. The Banks and the Borrower  hereby  acknowledge  and agree that  Marquette is
making a new  $1,000,000  term loan to the  Borrower  under  Section 2.B. of the
Credit Agreement, as evidenced by that certain $1,000,000 term note of even date
herewith,  executed by the Borrower  and payable to the order of Marquette  (the
"1997 Term Note").  Accordingly,  the Credit Agreement and all related documents
are hereby amended to reflect that the new $1,000,000 term loan evidenced by the
1997 Term Note shall constitute a "Term Loan" under the Credit Agreement and the
terms "Term Loan,"  "Term Loan Amount" and "Term Notes"  contained in the Credit
Agreement shall include and incorporate such loan and the 1997 Term Note.

7. The Banks hereby agree that, except as expressly  amended herein,  the Credit
Agreement  remains  in full  force  and  effect  as of the  date  hereof  and in
accordance with its original terms.

8. The Borrower hereby  acknowledges and agrees that it will pay up to $1,000 of
the  Bank's  legal  expenses   incurred  in  connection  with  the  negotiation,
preparation,  delivery and execution of this Amendment and the documents related
hereto.
<PAGE>

9. The Borrower  hereby  restates and reaffirms as of the date hereof all of the
representations,  warranties  and covenants  contained in the Notes,  the Credit
Agreement,  and  any  and  all  other  documents  related  thereto,  as if  said
representations, warranties, and covenants were fully set forth herein.

10. The Borrower further agrees that,  except as expressly  amended herein,  the
Credit Agreement,  Notes, the Borrower Documents (as that term is defined in the
Credit  Agreement) and all related  documents remain in full force and effect as
of the date hereof in accordance with their original  terms,  are not subject to
any  existing  defenses,  counterclaims  or rights to setoff and flay secure the
Notes.

11. The Borrower  hereby  agrees to execute  such other and further  agreements,
documents and  instruments as are deemed  necessary or advisable by the Banks in
order to effectuate the purposes of the foregoing.

IN WITNESS WHEREOF,  the Borrower and the Banks have executed and delivered this
Amendment as of the day and year first above written.


MARQUETTE CAPITAL BANK,                    FIRSTAR BANK MILWAUKEE, N.A.
  individually and as Agent

By:       /s/ Todd A. Nieland              By:     /s/ Hunt Gildner
         Its:     Vice President                   Its      Vice President


LASALLE NATIONAL BANK                       FIRST TEAM SPORTS, INC.


By:      /s/ Jay Goldner                    By:    /s/ Robert Lenius Jr.
         Its      Vice President                   Its      VP/CFO