RESTATED SECURITY AGREEMENT


THIS SECURITY AGREEMENT, is made as of the 30th day of June, 1995, by FIRST TEAM
SPORTS,  INC.,  a Minnesota  corporation  (the  "Debtor")  in favor of MARQUETTE
CAPITAL  BANK,  a Minnesota  banking  association  with its main  banking  house
located in  Minneapolis,  Minnesota  ("Marquette"),  LASALLE  NATIONAL  BANK,  a
national  banking  association  ("LaSalle") and FIRSTAR BANK MILWAUKEE,  N.A., a
national banking  association  ("Firstar")  (Marquette,  LaSalle and Firstar are
referred to herein  collectively and individually,  as the context requires,  as
the "Secured Party"), with Marquette being appointed as the Agent of the Secured
Party for the  purposes  of  exercising  any of the Secured  Party's  rights and
remedies hereunder (in such capacity the "Agent").

In order to secure the payment of the Term Notes which may be executed from time
to time by the  Debtor  and  payable to the order of  Marquette  in the  maximum
aggregate  amount of  $1,000,000  (the "Term  Notes"),  two separate  $6,000,000
Amended  and  Restated  Revolving  Notes of even date  herewith  executed by the
Debtor and payable to the order of,  respectively,  Marquette and LaSalle, and a
$3,000,000  Revolving  Note of even date  herewith  executed  by the  Debtor and
payable to the order of Firstar,  as heretofore and  hereinafter  amended,  (the
"Revolving  Notes")  (collectively,  the Term Notes and the Revolving  Notes are
referred to herein as the "Notes"), and each and every other debt, liability and
obligation  of every type and  description  which  Debtor may now or at any time
hereafter owe to Secured Party  (whether such debt,  liability or obligation now
exists or is  hereafter  created  or  incurred,  whether  it arises  under or is
evidenced  by this  Agreement  or any  other  present  or future  instrument  or
agreement  or by  operation  of  law,  and  whether  it is or may be  direct  or
indirect,  due or to become due,  absolute or contingent,  primary or secondary,
liquidated or unliquidated,  or sole, joint, several or joint and several) (said
Notes and all such other debts, liabilities and obligations of Debtor to Secured
Party  herein  collectively  referred to as the  "Secured  Obligations",  Debtor
hereby agrees as follows:

1.  SECURITY  INTEREST  AND  COLLATERAL.  In order to  secure  the  payment  and
performance of the Secured Obligations,  Debtor hereby grants to Secured Party a
security  interest (the  "Security  Interest") in and to the following  property
(hereinafter collectively referred to as the "Collateral"):

     any and all accounts, goods, machinery, equipment, furniture, improvements,
     inventory, prepaid insurance, supplies, patents, patent rights, copyrights,
     trademarks,  trade names,  royalty rights,  contract  rights,  instruments,
     chattel paper and general  intangibles,  now owned or hereafter acquired by
     Debtor, and wherever located,

together with all  substitutions  and replacements for and products and proceeds
of any of the foregoing  property  and, in the case of all tangible  Collateral,
together with (i) all accessories, attachments, parts, equipment, accessions and
repairs now or hereafter  attached or affixed to or used in connection  with any
such goods, and (ii) all warehouse receipts, bills of lading and other documents
of title now or hereafter covering such goods.
<PAGE>

2.  REPRESENTATIONS,  WARRANTIES AND  AGREEMENTS.  Debtor hereby  represents and
warrants to, and covenants and agrees with, Secured Party as follows:

     (a) The Collateral will be used for business purposes. The Collateral which
     constitutes  inventory  shall be  located  at the  addresses  described  on
     Exhibit A attached hereto.

     (b) If any part or all of the tangible Collateral will become so related to
     particular  real estate as to become a fixture,  the Debtor  will  promptly
     advise Agent as to any real estate  concerned  and the record owner thereof
     and execute and deliver any and all  instruments  necessary  to perfect the
     Security Interest therein and to assure that such Security Interest will be
     prior to the interest therein of the owner of the real estate.

     (c) Debtor's  principal place of business and chief executive office is and
     will continue to be located at the address specified on Exhibit A. Debtor's
     records  concerning its accounts are, and will continue to be, kept at such
     address.  During the preceding one (1) year Debtor has not changed its name
     or operated or conducted  business under any trade name or "d/b/a" which is
     different from its corporate  name.  Debtor shall promptly notify the Agent
     of any change in such name or if it operates or conducts business under any
     trade name or "d/b/a" which is different from such name.

     (d)  Debtor  has (or  will  have at the  time  Debtor  acquires  rights  in
     Collateral  hereafter acquired or arising) and will maintain absolute title
     to each item of Collateral free and clear of all security interests,  liens
     and  encumbrances,  except the Security  Interest,  and such other security
     interests as are permitted under that certain restated revolving credit and
     term loan  agreement by and between  Debtor and Secured  Party of even date
     herewith  ("Credit  Agreement")  (the  Security  Interest  and the security
     interests permitted under the Credit Agreement are hereinafter collectively
     referred to as the "Permitted  Interests"),  and will defend the Collateral
     against all claims or demands of all persons  other than Secured  Party and
     those  holding  Permitted  Interests.  Debtor  will not  sell or  otherwise
     dispose of the Collateral or any interest therein; provided,  however, that
     until demand for payment is made by Marquette, LaSalle or Firstar under the
     Revolving Notes, or by Marquette under the Term Notes,  Debtor may sell any
     Inventory  constituting  Collateral to buyers in the ordinary course of its
     business.

     (e) The tangible Collateral is presently located in the state of Minnesota.
     Debtor will not permit any tangible  Collateral  to be located in any state
     (and,  if county  filing is  required,  in any county) in which a financing
     statement  covering such  Collateral is required to be, but has not in fact
     been, filed.
<PAGE>
     (f) All rights to payment and all  instruments,  documents,  chattel papers
     and other agreements  constituting or evidencing Collateral are (or will be
     when  arising  or  issued)  the  valid,  genuine  and  legally  enforceable
     obligation,  subject to no  defense,  set-off or  counterclaim  (other than
     those arising in the ordinary course of business) of each account debtor or
     other obligor named therein or in Debtor's  records  pertaining  thereto as
     being  obligated  to pay such  obligation.  Debtor  will  not  agree to any
     modification,  amendment or cancellation of any such obligation without the
     Secured  Party's prior written  consent,  and will not subordinate any such
     right to payment to claims of other  creditors  of such  account  debtor or
     other obligor.

     (g) Debtor will (i) keep all tangible  Collateral  in good repair,  working
     order and condition,  normal depreciation  excepted, and will, from time to
     time, replace any worn, broken or defective parts thereof;  (ii) other than
     taxes  and  other  governmental  charges  contested  in good  faith  and by
     appropriate  proceedings,  promptly  pay all taxes  and other  governmental
     charges  levied or  assessed  upon or  against  any  Collateral  or upon or
     against the creation,  perfection or continuance of the Security  Interest;
     (iii) keep all Collateral free and clear of all security  interests,  liens
     and  encumbrances  except the Permitted  Interests;  (iv) at all reasonable
     times,  permit the  Secured  Party or their  representatives  to examine or
     inspect any Collateral,  wherever located, and to examine, inspect and copy
     Debtor's  books and records  pertaining to the  Collateral and its business
     and financial condition;  (v) keep accurate and complete records pertaining
     to the  Collateral  and  pertaining  to  Debtor's  business  and  financial
     condition and will submit to the Agent such periodic reports concerning the
     Collateral  and Debtor's  business and  financial  condition as the Secured
     Party may from time to time  reasonably  request;  (vi) promptly notify the
     Agent of any material  loss of or material  damage to any  Collateral or of
     any  adverse  change,  known to Debtor,  in the  prospect of payment of any
     material  sums due on or under any  instrument,  chattel  paper or  account
     constituting  Collateral;  (vii) if Agent at any time so requests  promptly
     deliver to Agent any  instrument,  document or chattel  paper  constituting
     Collateral, duly endorsed or assigned by Debtor to Agent for the benefit of
     the Secured Party;  (viii) at alltimes keep all tangible Collateral insured
     against  risks of fire  (including  so called  extended  coverage),  theft,
     collision  (in case of collateral  consisting  of motor  vehicles) and such
     other risks and in such amounts as Agent may reasonably request, and notify
     the Bank in  writing of any loss or damage to the  Collateral  or any part;
     (ix) from time to time execute such  financing  statements as Secured Party
     may  reasonably  deem required to be filed in order to perfect the Security
     Interest  and,  if any  Collateral  is covered by a  certificate  of title,
     execute such  documents  as may be required to have the  Security  Interest
<PAGE>
    
     properly  noted on a  certificate  of title;  (x) pay when due or reimburse
     Marquette and/or LaSalle and/or Firstar,  as the case may be, on demand for
     all costs of  collection  of any of the Secured  Obligations  and all other
     out-of-pocket  expenses  (including in each case all reasonable  attorneys'
     fees)  incurred by such  Secured  Party in  connection  with the  creation,
     perfection,  satisfaction  or enforcement  of the Security  Interest or the
     execution or creation,  continuance or enforcement of this Agreement or any
     or all of the Secured Obligations; (xi) execute, deliver or endorse any and
     all  instruments,  documents,  assignments,  security  agreements and other
     agreements  and writings  which  Secured  Party may at any time  reasonably
     request  in order to secure,  protect,  perfect  or  enforce  the  Security
     Interest and Secured Party's rights under this Agreement;  (xii) not use or
     keep any  Collateral,  or  permit it to be used or kept,  for any  unlawful
     purpose or in  violation  of any  federal,  state or local law,  statute or
     ordinance;  and (xiii) not permit any tangible Collateral to become part of
     or to be  affixed  to any real  property,  without  first  assuring  to the
     reasonable  satisfaction of Agent that the Security  Interest will be prior
     and senior to any interest or lien then held or thereafter  acquired by any
     mortgagee  of such real  property or the owner or purchaser of any interest
     therein.  If Debtor at any time fails to perform or observe  any  agreement
     contained in this Section 2(g),  and if such failure  shall  continue for a
     period of ten (10)  calendar days after Agent gives Debtor  written  notice
     thereof (or, in the case of the agreements  contained in clauses (viii) and
     (ix) of this Section 2(g), immediately upon the occurrence of such failure,
     without  notice  or lapse of time)  Agent may (but  need  not)  perform  or
     observe such agreement on behalf and in the name, place and stead of Debtor
     (or, at Agent's  option,  in Agent's name for the benefit of Secured Party)
     and may (but  need  not) take any and all  other  actions  which  Agent may
     reasonably  deem  necessary  to cure or correct  such  failure  (including,
     without  limitation,  the payment of taxes,  the  satisfaction  of security
     interests,  liens or  encumbrances  (other than Permitted  Interests),  the
     performance  of  obligations  under  contracts or  agreements  with account
     debtors or other  obligors,  the  procurement and maintenance of insurance,
     the execution of financing statements, the endorsement of instruments,  and
     the procurement of repairs,  transportation  or insurance);  and, except to
     the extent that the effect of such  payment  would be to render any loan or
     forbearance  of money  usurious or otherwise  illegal under any  applicable
     law,  Debtor shall  thereupon  pay Agent on demand the amount of all moneys
     expended and all costs and expenses (including  reasonable attorneys' fees)
     incurred by Agent in connection  with or as a result of Agent's  performing
     or observing such agreements or taking such actions, together with interest
     thereon  from the date  expended or incurred by Agent at the rate  provided
     for in the Notes.  To facilitate the  performance or observance by Agent of
     such agreements of Debtor, Debtor hereby irrevocably appoints Agent for the
     benefit of Secured Party,  or its delegate,  (which  appointment is coupled
     with an interest) as the attorney-in-fact of Debtor with the right (but not
     the duty) from time to time to create, prepare, complete, execute, deliver,
     endorse  or  file,  in the  name  and on  behalf  of  Debtor,  any  and all
     instruments,  documents,  financing statements,  applications for insurance
     and other  agreements  and  writings  required  to be  obtained,  executed,
     delivered or endorsed by Debtor under this Section 2.

3.  ASSIGNMENT OF INSURANCE.  Debtor hereby  assigns to Agent for the benefit of
Secured  Party,   as  additional   security  for  the  payment  of  the  Secured
Obligations,  any and all proceeds  derived from, or due or to become due under,
any and all policies of insurance in  connection  with any loss or damage to any
of the  Collateral,  and Debtor hereby  directs the issuer of any such policy to
pay any such moneys to the Agent.  Provided no Event of Default has occurred and
is then  continuing  under the Credit  Agreement or the Notes,  the Debtor shall
have the right to use the proceeds of the  insurance to repair or replace any of
its damaged or destroyed  Collateral.  Agent may (but need not), in its own name
or in  Debtor's  name,  execute and  deliver  proofs of claim,  receive all such
moneys  (subject  to  Debtor's  rights),  endorse  checks and other  instruments
representing payment of such monies, and adjust, litigate, compromise or release
any claim against the issuer of any such policy.
<PAGE>
4. COLLECTION OF ACCOUNTS. Pursuant to Minn. Stat. Section 336.9-502, Agent may,
after the  occurrence of an Event of Default  under the Credit  Agreement or the
Notes, notify any account debtor or any obligor on an instrument to make payment
directly to a post office box  specified by and under the sole control of Agent,
whether or not Agent was theretofore  making  collections  with respect thereto,
and Agent shall be entitled to take  control of any  proceeds  thereof,  for the
benefit of the Secured  Party.  If so  requested  by Agent,  Debtor shall insert
appropriate  language on each invoice directing its customers to make payment to
such post office box.

5. REMEDIES.  Agent,  for the benefit of the Secured Party, may exercise any one
or  more  of the  following  rights  or  remedies  if any or all of the  Secured
Obligations  are not paid when due:  (i)  exercise and enforce any or all rights
and  remedies  available  after  default to a secured  party  under the  Uniform
Commercial  Code,  including but not limited to the right to take  possession of
any  Collateral,  proceeding  without  judicial  process or by judicial  process
(without a prior  hearing  or notice  thereof,  which  Debtor  hereby  expressly
waives),  and the right to sell, lease or otherwise dispose of or use any or all
of the Collateral;  (ii) Agent may require Debtor to assemble the Collateral and
make it  available  to  Agent  at a place to be  designated  by  Agent  which is
reasonably  convenient to both parties; and (iii) exercise or enforce any or all
other  rights or remedies  available  to Agent by law or  agreement  against the
Collateral, against Debtor or against any other person or property. If notice to
Debtor of any intended disposition of Collateral or any other intended action is
required  by  law  in  a  particular  instance,  such  notice  shall  be  deemed
commercially  reasonable if given (in the manner  specified in Section 6 hereof)
at least ten (10)  calendar  days prior to the date of intended  disposition  or
other action.

6.  MISCELLANEOUS.  This  Agreement  does not  contemplate a sale of accounts or
chattel  paper,  and, as provided by law,  Debtor is entitled to any surplus and
shall remain liable for any deficiency.  This Agreement may be waived, modified,
amended,  terminated or discharged,  and the Security  Interest may be released,
only explicitly in a writing signed by Secured Party. A waiver signed by Secured
Party  shall be  effective  only in the  specific  instance  and for the purpose
given.  Mere  delay or  failure  to act  shall  not  preclude  the  exercise  or
enforcement  of any of  Secured  Party's  rights or  remedies.  All  rights  and
remedies of Secured Party shall be cumulative and may be exercised singularly or
concurrently, at Agent's option, and the exercise or enforcement of any one such
right  or  remedy  shall  neither  be a  condition  to nor bar the  exercise  or
enforcement  of any other.  All  notices  to be given to Debtor  shall be deemed
sufficiently  given if  deposited  in the United  States  mails,  registered  or
certified, postage prepaid, or personally delivered to Debtor at its address set
forth in the Credit  Agreement.  Agent's duty of care with respect to Collateral
in its  possession  (as  imposed  by law)  shall be  deemed  fulfilled  if Agent
exercises  reasonable care in physically safe keeping such Collateral or, in the
case of  Collateral  in the  custody or  possession  of a bailee or other  third
person,  exercises reasonable care in the selection of the bailee or other third
person, and Marquette need not otherwise preserve,  protect,  insure or care for
any  Collateral.  Secured  Party shall not be  obligated  to preserve any rights
Debtor may have against any other party,  to realize on the Collateral at all or
in any particular  manner or order,  or to apply any cash proceeds of Collateral
<PAGE>

in any particular order of application. This Agreement shall be binding upon and
inure to the benefit of Debtor and  Secured  Party and their  respective  heirs,
representatives,  successors  and  assigns  and shall take effect when signed by
Debtor and  delivered  to Secured  Party,  and Debtor  waives  notice of Secured
Party's  acceptance  hereof.   Secured  Party  may  execute  this  Agreement  if
appropriate  for the  purpose of  filing,  but the  failure of Secured  Party to
execute this Agreement shall not affect or impair the validity or  effectiveness
of this  Agreement.  Except  to the  extent  otherwise  required  by  law,  this
Agreement  shall be governed by the laws of the State of Minnesota  and,  unless
the  context  otherwise  requires,  all terms used  herein  which are defined in
Articles  1 and 9 of the  Uniform  Commercial  Code,  as in effect in said state
(including but not limited to the terms  "inventory"  and "account")  shall have
the  meanings  therein  stated and all  capitalized  terms used herein which are
defined in the Credit Agreement (including but not limited to "Event of Default"
and  "Notes")  shall have the  meanings  therein  stated.  If any  provision  or
application of this Agreement is held unlawful or  unenforceable in any respect,
such  illegality  or  unenforceability  shall not  affect  other  provisions  or
applications which can be given effect, and this Agreement shall be construed as
if the  unlawful  or  unenforceable  provision  or  application  had never  been
contained  herein or  prescribed  hereby.  All  representations  and  warranties
contained  in  this  Agreement   shall  survive  the  execution,   delivery  and
performance  of this  Agreement  and the  creation  and  payment of the  Secured
Obligations.

7. RESTATEMENT.  This Restated Security  Agreement  constitutes a restatement of
and amendment to, and not a release of, that certain  Security  Agreement  dated
March 6, 1995, executed by Debtor in favor of the Secured Party.

IN WITNESS  WHEREOF,  Debtor has  executed and  delivered to Secured  Party this
Security Agreement as of the day and year first above written.


                                     FIRST TEAM SPORTS, INC.


                                     By: /s/ Robert L. Lenius, Jr.
                                         Its:  VP/CFO





<PAGE>



                                    EXHIBIT A

                              (Business Locations)

Chief Executive Office:

         2274 Woodale Drive
         Mounds View, Minnesota  55112


Other Locations: