EMPLOYMENT AGREEMENT


     THIS AGREEMENT  effective as of August 18, 1997, between FIRST TEAM SPORTS,
INC., a Minnesota  corporation (the "Company"),  and Kent Brunner, a resident of
Minnesota ("Executive").


                                   WITNESSETH

     WHEREAS,  Executive  has  been  employed  as Vice  President-Finance  since
September 1996; and

     WHEREAS, the Company desires to continue to have the benefit of Executive's
experience and loyalty, and Executive is willing to provide Executive's services
on the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

     1. Definitions.

          The  following  capitalized  terms  used in this  Agreement  shall  be
     defined as follows:

     "Agreement" shall mean this Agreement between the Company and Executive.

     "Base  Salary"  shall  mean the annual  base  salary  payable to  Executive
pursuant to Section 4(a) hereof,  and "monthly  Base Salary" shall mean the Base
Salary divided by twelve (12).

     "Board" shall mean the Board of Directors of First Team Sports, Inc.

     "Cause"  shall  mean  Executive's  (1)  gross  misconduct,   dishonesty  or
disloyalty;  (2) willful and material breach of this Agreement by Executive;  or
(3) conviction or entry of a plea of guilty or nolo  contendere to any felony or
to any misdemeanor involving fraud, misrepresentation or theft.

     A "Change of Control"  shall be deemed to have occurred if (1) any "person"
(as such term is used in  Sections  13(d) and 14(d) of the  Exchange  Act) is or
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act), directly or indirectly,  of securities of the Company  representing 25% or
more of the combined voting power (with respect to the election of directors) of
the Company's then outstanding  securities;  (2) at any time after the execution
of this  Agreement,  individuals  who as of the  date of the  execution  of this
Agreement constitute the Board (and any new director whose election to the Board
or  nomination  for  election  to the Board by the  Company's  stockholders  was
approved by a vote of at least  two-thirds  (2/3) of the directors then still in
office)  cease for any reason to  constitute  a majority  of the Board;  (3) the
consummation of a merger or  consolidation of the Company with or into any other
corporation,  other than a merger or  consolidation  which  would  result in the
voting  securities  of  the  Company   outstanding   immediately  prior  thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities of the  surviving  entity) more than 70% of the combined
voting power (with respect to the election of  directors)  of the  securities of
the  Company or of such  surviving  entity  outstanding  immediately  after such
merger  or  consolidation;  or  (4)  the  consummation  of a  plan  of  complete
liquidation of the Company or of an agreement for the sale or disposition by the
Company of all or substantially all of the Company's business or assets.
<PAGE>

     "Change of Control Payments" shall mean any payment  (including any benefit
or transfer of property) in the nature of compensation, to or for the benefit of
Executive under any arrangement,  which is partially or entirely contingent on a
Change of  Control,  or is deemed to be  contingent  on a Change of Control  for
purposes  of  Section  280G of the Code.  As used in this  definition,  the term
"arrangement"  includes any agreement  between Executive and the Company and any
and all of the  Company's  salary,  bonus,  incentive,  compensation  or benefit
plans, programs or arrangements, and shall include this Agreement.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time, and the regulations promulgated thereunder.

     A  "Commencement  Date" shall occur on (1) such date as the Company  enters
into  negotiations  leading  toward an  agreement  in  principle  or  definitive
agreement  pursuant to which a Change of Control  thereafter  occurs; or (2) the
date on which a tender or exchange offer or proxy contest is commenced  pursuant
to which a Change of Control thereafter occurs.

     "Company" shall mean First Team Sports, Inc., a Minnesota corporation,  any
subsidiaries thereof, and any successors or assigns, including any Successor.

     "Company Product" means any product, product line or service (including any
component thereof or research to develop information useful in connection with a
product or service) that is being designed, developed, manufactured, marketed or
sold  by the  Company  or  with  respect  to  which  the  Company  has  acquired
Confidential  Information  which it  intends  to use,  or uses,  in the  design,
development, manufacture, marketing or sale of a product or service.

     "Competitive Product" means any product, product line or service (including
any component  thereof or research to develop  information in connection  with a
product or service) that is being designed, developed, manufactured, marketed or
sold by anyone other than the Company and is of the same general type,  performs
similar functions, or is used for the same purposes as a Company Product.
<PAGE>

     "Confidential   Information"   means  any  information  or  compilation  of
information  that Executive  learns or develops during the course of Executive's
employment  that derives  independent  economic  value from not being  generally
known, or readily ascertainable by proper means, by other persons who can obtain
economic  value from its  disclosure  or use. It includes  but is not limited to
trade secrets,  inventions,  and discoveries,  and may relate to such matters as
research  and  development,  manufacturing  processes,  management  systems  and
techniques, and sales and marketing plans and information.

     "Executive" shall mean Kent Brunner, a resident of Minnesota.

     "Good  Reason"  shall  mean (1) a  substantial  reduction  in the nature or
status of Executive's responsibilities hereunder; (2) a reduction by the Company
in the Base Salary of Executive  except to the extent  permitted  under  Section
4(a) hereof; (3) the failure by the Company to allow Executive to participate to
the full  extent to which  Executive  is  eligible  in all  plans,  programs  or
benefits in  accordance  with Sections 4(b) to (e),  inclusive,  hereof;  or (4)
relocation of Executive's  principal  office more than 20 miles from its current
location.  Notwithstanding the foregoing, "Good Reason" shall be deemed to occur
only if such event enumerated in (1) through (4) above has not been corrected by
the  Company  within  two weeks of  receipt  of  notice  from  Executive  of the
occurrence of such event, which notice shall specifically describe such event.

     "Incentive Stock Option Plans" shall mean any such plans within the meaning
of Section 422 of the Code or any successor provision thereof.

     "Inventions"  means any inventions,  discoveries,  improvements,  ideas, or
works of authorship  (whether patentable or not and including those which may be
subject to copyright protection) generated,  conceived,  authored, or reduced to
practice by  Executive  alone or in  conjunction  with  others,  during or after
working hours, while an employee of the Company, and that:

     (i)  are  derived  in  whole  or in  part  from,  or use,  incorporate,  or
          represent  any  improvement  to any  Invention  or trade secret of the
          Company; or

     (ii) result from any work Executive performs for the Company; or

     (iii)use any of the Company's equipment,  supplies, or facilities, or trade
          secret information; or

     (iv) otherwise relate to the Company's products or the Company's present or
          possible future research or development.

     "Permanently  Disabled" shall mean permanently  disabled in accordance with
the Company's long-term disability plan in effect at the time of commencement of
such permanent disability and as evaluated by sufficient documentation including
doctors statements, etc. as requested by the Company.

     "Person"  shall mean an  individual,  partnership,  corporation,  estate or
trust or other entity.

     "Short-Term Plan" shall mean the annual Executive Bonus Plan of the Company
in effect from time to time.
<PAGE>

     "Successor"  shall be any entity acquiring  substantially all of the assets
of the Company or a  corporation  into which the Company is merged or with which
it is consolidated.

     "Term" shall mean the term of Executive's  employment  including any period
of renewal, under Section 3 hereof.

     "Transition  Period" shall be that period of time commencing on the earlier
of a  Commencement  Date or a Change  of  Control  and  continuing  for 365 days
following a Change of Control.

     2. Employment and Duties.

     (a) General. The Company hereby employs Executive as Vice President-Finance
upon the terms and conditions set forth in this Agreement.  Executive  agrees to
serve as Vice  President-Finance  and  perform  the duties and  responsibilities
normally vested in the Vice President-Finance of a company, and those duties and
responsibilities  as may,  from time to time,  be assigned to  Executive  by the
Board.

     (b) Exclusive Services. Throughout the Term, Executive shall, except as may
from time to time be  otherwise  agreed in  writing  by the  Company  and unless
prevented  by ill  health,  devote  his  full-time  working  hours to his duties
hereunder.

     (c) No Other Employment. Throughout the Term, Executive shall not, directly
or indirectly,  render services to any other person or organization for which he
receives compensation  (excluding volunteer services or outside Board activities
with modest  time  commitments)  without  the consent of the Board or  otherwise
engage in activities which would interfere significantly with the performance of
his duties hereunder.

     3. Term of  Employment.  The Company  shall retain  Executive and Executive
shall serve in the employ of the  Company  for a minimum  period of one (1) year
commencing  as of the date of this  Agreement;  provided,  however,  that either
Executive or the Company may  terminate the  employment of Executive  during the
Term or any one-year renewal period in accordance with, and subject to the right
of Executive to receive payments and other benefits that may be due pursuant to,
this  Agreement.  This  Agreement  will be subject  to  automatic  renewals  for
successive  additional one (1)-year  periods,  unless  nonrenewed as provided in
Section 9 of this  Agreement or  terminated as provided in this  Agreement.  All
payments and benefits under this Agreement,  including  termination payments and
benefits, are subject to ordinary withholding and deductions.

     4.  Compensation  and Other  Benefits.  Subject to the  provisions  of this
Agreement,  the Company  shall pay and provide the  following  compensation  and
other  benefits  to  Executive  during  the Term as  compensation  for  services
rendered hereunder:
<PAGE>

     (a) Base  Salary.  The Company  shall pay to Executive a Base Salary at the
rate of $71,000 per annum, payable  semi-monthly.  The Company shall be entitled
to deduct or withhold all taxes and charges which the Company may be required to
deduct or withhold  therefrom.  The Base  Salary will be reviewed  not less than
annually  by the  Board  and  may be  increased,  reduced,  or  left  unchanged;
provided,  however,  that any reduction  shall be permitted  only if the Company
then reduces the base  compensation  of its  executive  employees  generally and
shall  not  exceed  the  average  percentage  reduction  for all such  executive
employees.

     (b) Incentive Compensation. At all times during the Term, unless prohibited
by the Code or other applicable law,  Executive shall be entitled to participate
in all  incentive  compensation  plans and  programs of the  Company,  currently
existing or subsequently adopted.

     (c) Stock Options.  At all times during the Term,  Executive shall,  unless
prohibited by the Code or other  applicable  law, be entitled to  participate in
all stock  option  plans and  programs  of the  Company  currently  existing  or
subsequently  adopted,  unless otherwise agreed to by Executive and the Board or
unless  such plan or program is  specifically  for the  Company's  non-executive
employees.

     (d) Executive Benefit Plans. At all times during the Term, Executive shall,
unless  prohibited  by  the  Code  or  other  applicable  law,  be  eligible  to
participate  in all pension and  welfare  plans and  programs of the Company for
executive employees,  currently existing or subsequently adopted,  including but
not limited to the following:

     (i)  all qualified pension plans (e.g., profit sharing and 401(k) plans);

     (ii) all long-term disability and life insurance plans and programs;

     (iii) all group health insurance plans; and

     (iv) all supplemental retirement plans and programs.

     5. Termination of Employment for Cause; Resignation Without Good Reason.

     (a)  Compensation  and Benefits.  If, prior to the  expiration of the Term,
Executive's  employment  is  terminated by the Company for Cause or if Executive
resigns from  employment  hereunder  other than for Good Reason,  then Executive
shall not be eligible to receive any compensation or benefits, or to participate
in any benefit plans or programs,  under Section 4 hereof with respect to future
periods after the date of such  termination or resignation  except for the right
to receive  any vested  benefits  in  accordance  with the terms of such plan or
program,  or to  continue  or convert at  Executive's  expense  group  insurance
coverage as provided by law or the terms of such plan or program.

     (b) Date of Termination.  The date of termination of Executive's employment
by the  Company  under this  Section 5 shall be one (1) month  after  receipt by
Executive of written notice of termination. The date of resignation by Executive
under this  Section 5 shall be one (1) month  after  receipt  by the  Company of
written notice of resignation.
<PAGE>

     6.  Termination of Employment  Without Cause or Resignation for Good Reason
Other Than During Change of Control.

     (a) Compensation and Benefits.  If, other than during a Transition  Period,
Executive's  employment is terminated by the Company  without Cause or Executive
resigns  from his  employment  hereunder  for Good  Reason,  Executive  shall be
entitled only to receive the following from the Company  promptly  following the
Effective Date of termination or cessation of employment with the Company:

          (i) The Company  shall make a cash payment to  Executive  equal to the
     greater of (A) the sum of Executive's  monthly Base Salary times the number
     of full calendar months  remaining in the Term (without regard to renewals)
     under this  Agreement,  plus a fraction of the  incentive  bonus  earned by
     Executive in the prior fiscal year the numerator of which equals the number
     of full calendar months  remaining in the Term (without regard to renewals)
     and the denominator of which equals twelve (12) (i.e., [monthly Base Salary
     X full calendar  months) + (incentive  bonus X full calendar months / 12)],
     or (B)  one-half  (1/2) the sum of  Executive's  annual  Base  Salary  plus
     incentive bonus earned by Executive during the prior fiscal year.

          (ii) With respect to any stock options,  SARs, restricted stock awards
     or  performance   share  awards   granted  to  Executive  and   outstanding
     immediately  prior to such  termination or  resignation,  all  restrictions
     (other than those imposed by law) on all shares of restricted  stock awards
     shall  lapse  immediately,  all  outstanding  options  and SARs will become
     exercisable  immediately,  and all performance  share  objectives  shall be
     deemed to be met.

          (iii)  Executive shall be entitled to continued  participation  in the
     Company's  group health  insurance plan as permitted by COBRA and the terms
     of such plan. Company shall, for a one-year period following termination of
     Executive's  employment,  continue to pay a portion of Executive's  Company
     group  health  insurance  premiums  equivalent  to that  portion it pays on
     behalf of its employees during such one-year  period,  subject to Executive
     paying the employee  portion of such premiums and subject to termination of
     participation  upon Executive  becoming  entitled to group health insurance
     coverage on  subsequent  employment  or upon  Executive's  electing  not to
     continue coverage or termination of such plan by Company.
<PAGE>

     (b) Date of Termination.  The date of termination of Executive's employment
by the Company  under this Section 6 shall be the date  specified in the written
notice of termination to Executive, or if no such date is specified therein, the
date on which such  notice is given to  Executive.  The date of  resignation  by
Executive  under this Section 6 shall be two weeks after  receipt by the Company
of written  notice of  resignation,  provided that the Good Reason  specified in
such notice shall not have been  corrected by the Company  during such  two-week
period.

     7. Termination of Employment  Without Cause or Resignation With Good Reason
After Change of Control.

     (a) Compensation and Benefits.  If, prior to the expiration of the Term and
as of a date during a Transition Period, Executive's employment is terminated by
the  Company  or its  Successor  without  Cause  or if  Executive  resigns  from
employment hereunder for Good Reason, Executive shall, subject to subsection (c)
below,  be  entitled  only to  receive  the  following  from the  Company or its
Successor  promptly  following the Effective Date of termination or cessation of
employment with the Company:

          (i) Subject to  paragraph  (c) hereof,  the Company  shall make a cash
     payment to Executive equal to the sum of (A) the amount of Executive's Base
     Salary at the time of termination of  Executive's  employment,  and (B) the
     total  amount  of  any  incentive  bonuses  which,  absent  termination  of
     Executive's  employment,  could have been  earned by  Executive  during the
     fiscal year of the Company in which  Executive's  employment is terminated.
     For  purposes of clause (B),  the  computation  of the amount of  incentive
     bonuses shall be based upon the incentive  bonus  programs in effect at the
     time of termination of Executive's  employment and such  computation  shall
     assume that target performance levels are satisfied for all purposes during
     such fiscal year.  Such payment  shall be made in cash within  fifteen (15)
     days from and after termination of Executive's employment.

          (ii) Executive  shall not be eligible to receive any  compensation  or
     benefits or to  participate in any plans or programs with respect to future
     periods after the date of such  termination or  resignation  except for the
     right to receive any vested  benefits in accordance  with the terms of such
     plan or program or to  continue  or convert at  Executive's  expense  group
     insurance coverage as provided by law or the terms of such plan or program.
     With  respect  to any  stock  options,  SARs,  restricted  stock  awards or
     performance  share awards granted to Executive and outstanding  immediately
     prior to such  termination or  resignation,  all  restrictions  (other than
     those imposed by law) on all shares of restricted  stock awards shall lapse
     immediately,  all  outstanding  options  and SARs will  become  exercisable
     immediately,  and all performance  share  objectives  shall be deemed to be
     met.
<PAGE>

     (b) Date of Termination.  The date of termination of Executive's employment
by the Company  under this Section 7 shall be the date  specified in the written
notice of termination to Executive, or if no such date is specified therein, the
date on which such  notice is given to  Executive.  The date of  resignation  by
Executive  under this Section 7 shall be two weeks after  receipt by the Company
of written  notice of  resignation,  provided that the Good Reason  specified in
such notice shall not have been  corrected by the Company  during such  two-week
period.

     (c)  Limitation  on  Change of  Control  Compensation.  In the  event  that
Executive is a "disqualified  individual"  within the meaning of Section 280G of
the Code,  the  parties  expressly  agree that the  payments  described  in this
Section  7 or in  Section  9 shall be  considered  together  with all  Change of
Control  Payments  so that,  with  respect to  Executive,  all Change of Control
Payments are  collectively  subject to an overall  maximum  limit.  Such maximum
limit shall be One Dollar  ($1.00)  less than the largest  amount under which no
portion of the Change of Control  Payments is  considered a "parachute  payment"
within the meaning of Section 280G of the Code. Accordingly,  to the extent that
the Change of Control  Payments  would be considered a "parachute  payment" with
respect to Executive, then the portions of such Change of Control payments shall
be reduced or eliminated in the  following  order until the remaining  Change of
Control  Payments with respect to Executive is one Dollar  ($1.00) less than the
maximum allowable which would not be considered a "parachute  payment" under the
Code:

          (i) First, any cash payment to Executive;

          (ii)  Second,  any Change of Control  Payments  not  described in this
     Agreement; and

          (iii)  Third,  any  forgiveness  of  indebtedness  of Executive to the
     Company.

Executive  expressly  and  irrevocably  waives any and all rights to receive any
Change of Control payments which would be considered a "parachute payment" under
the Code.

     8. Termination of Employment by Disability or Death.

     (a) Compensation and Benefits.  If Executive becomes  Permanently  Disabled
prior to the  expiration of the Term, the Company shall be entitled to terminate
Executive's  employment subject to the Company's normal policies in such matters
as applied to all other salaried employees.  In the event of such termination of
Executive's employment or termination of Executive's employment by reason of the
death of  Executive  prior to the  expiration  of the Term,  the  Executive  (or
Executive's  estate,  as the case may be) shall be entitled to receive  from the
Company only the following:
<PAGE>

          (i) In the event of termination after Executive has become Permanently
     Disabled,  Executive  shall  be  entitled  to  continued  participation  in
     hospital and medical plans and programs of the Company at  Executive's  own
     expense,  as required by COBRA and in accordance  with Company policy as it
     pertains to  disabled  salaried  employees;  that is for the period of said
     disability or until normal  retirement age subject to rules and practice of
     the plan(s). Company may, in its discretion, provide the benefits described
     herein under the Company's group plans or under no less favorable insurance
     contracts or arrangements secured by the Company.

          (ii)  Executive (or, in the event of  Executive's  death,  Executive's
     estate or Executive's designated  beneficiary) shall be entitled to receive
     any vested benefits in accordance with the terms of any such benefit plans.
     Executive shall be entitled to continued  contributions under the Company's
     qualified  profit sharing and 401(k) plans to the extent  permitted in said
     plans.

     (b) Date of Termination.  The date of termination of Executive's employment
under this Section 8 shall be the date Executive becomes Permanently Disabled or
the date of Executive's death as the case may be.

     9. Termination of Employment by Written Notice of Nonrenewal.

     (a) Notice.  This  Agreement may be  terminated  with or without Cause upon
delivery of written  notice of  nonrenewal  by either party to the other between
ninety  (90) and sixty (60) days prior to the end of the Term or of any  renewal
period.

     (b)  Compensation  and Benefits.  If Executive's  employment is not renewed
under  this  Section  9,  Executive  shall  be  entitled  only to the  following
severance benefits:

          (i) Unless  the  notice of  nonrenewal  is given  during a  Transition
     Period,  the Company shall make a cash payment  equal to one-half  (1/2) of
     Executive's  Base Salary at the time of  termination  of  employment.  Such
     payment  shall be made in cash within  fifteen (15) days from and after the
     end of Executive's employment.  If the notice of nonrenewal is given during
     a Transition Period,  then, subject to Section 7(c), the Company shall make
     a cash  payment  to  Executive  equal  to the  sum of  (A)  the  amount  of
     Executive's   Base  Salary  at  the  time  of  termination  of  Executive's
     employment  and (B) the  amount  of any  incentive  bonuses  which,  absent
     termination of Executive's employment,  could have been earned by Executive
     during the fiscal year of the Company in which Executive's employment under
     this Agreement  ceases.  For purposes of clause (B), the computation of the
     amount  of  incentive  bonuses  shall be based  upon  the  incentive  bonus
     programs in effect at the time of termination of Executive's employment and
     such computation shall assume that target  performance levels are satisfied
     for all  purposes  during such fiscal year.  Such payment  shall be made in
     cash within fifteen (15) days from and after  Executive's  employment under
     this Agreement ceases.
<PAGE>

          (ii)  Executive  shall  be  entitled  to  continued  participation  in
     Company's  group health  insurance plan as permitted by COBRA and the terms
     of such plan. Company shall, for a one-year period following termination of
     Executive's  employment,  continue to pay a portion of Executive's  Company
     group  health  insurance  premiums  equivalent  to that  portion it pays on
     behalf of its employees during such one-year  period,  subject to Executive
     paying the employee  portion of such premiums and subject to termination of
     participation  upon Executive  becoming  entitled to group health insurance
     coverage on  subsequent  employment  or upon  Executive's  electing  not to
     continue coverage or termination of such plan by Company.

     (c) Date of Termination.  The date of termination of Executive's employment
by the  Company  under  this  Section  9 shall be the date on which  the term of
Executive's employment expires.

     10. Legal Fees and Expenses.  The Company shall pay or reimburse  Executive
for all reasonable  legal fees and expenses  incurred by Executive in seeking to
obtain or  enforce  any right or  benefit  provided  by this  Agreement  from or
against the Company in a proceeding before a court of competent jurisdiction.

     11. Assignment of Inventions.  Executive agrees to promptly disclose to the
Company in writing all Inventions.  All such  Inventions  shall be the exclusive
property of the Company and are hereby  assigned by  Executive  to the  Company.
Further,  Executive  will,  at the  Company's  expense,  give  the  Company  all
assistance  it reasonably  requires to perfect,  protect,  enforce,  and use its
rights to Inventions. In particular, but without limitation, Executive will sign
all documents,  do all things,  and supply all information  that the Company may
deem necessary or desirable to:

               (i) transfer or record the transfer of Executive's  entire right,
          title and interest in Inventions; and

               (ii) enable the Company to obtain or enforce patent, copyright or
          trademark protection for Inventions anywhere in the world.
<PAGE>

     The  obligations of this Section shall continue  beyond the  termination of
employment with respect to Inventions  conceived or made by Executive during the
period of Executive's  employment and shall be binding upon assigns,  executors,
administrators and other legal representatives.  For purposes of this Agreement,
any Invention relating to the business of the Company on which Executive files a
patent  application  within six (6) months after  termination of employment with
the Company shall be presumed to cover Inventions  conceived by Executive during
the term of  Executive's  employment,  subject to proof to the  contrary by good
faith,  written and duly corroborated  records  establishing that such Invention
was conceived and made following termination of employment.

     NOTICE:  Pursuant to  Minnesota  Statutes ss.  181.78,  Executive is hereby
notified  that  this  Section  11 does not apply to any  invention  for which no
equipment,  supplies,  facility,  or trade secret information of the Company was
used and which was developed  entirely on  Executive's  own time,  and (1) which
does not  relate  (a)  directly  to the  business  of the  Company or (b) to the
Company's  actual or demonstrably  anticipated  research or development,  or (2)
which does not result from any work performed by the employee for the Company.

     12.  Confidential   Information.   Executive  agrees  not  to  directly  or
indirectly use or disclose  Confidential  Information  for the benefit of anyone
other than the Company,  either during or after  employment,  for as long as the
information retains the characteristics of Confidential Information described in
Section 1 above.

     13.  Return of Documents and  Property.  All  documents and tangible  items
provided to Executive  by the Company,  or  possessed,  obtained,  or created by
Executive for use in connection with Executive's employment, are the property of
the  Company and shall be promptly  returned  to the Company on  termination  of
employment   together  with  all  copies,   recordings,   abstracts,   notes  or
reproductions of any kind made from or about the documents and tangible items or
the information they contain.

     14.  Noncompetition.  In  consideration  of  Executive's  rights under this
Agreement,  including without limitation Sections 5 through 9 hereof,  Executive
agrees that, from and after the Effective Date and continuing until the one-year
anniversary  of  termination  or cessation of  Executive's  employment  with the
Company,  Executive  will not,  alone or in any capacity with another  person or
entity:

          (i) directly or indirectly,  own any interest in, control, be employed
     by or associated  with, or render services to (including but not limited to
     services in research),  any person,  entity,  or  subsidiary,  subdivision,
     division,  or joint venture of such entity in  connection  with the design,
     development,  manufacture, marketing, or sale of a Competitive Product that
     is sold or  intended  for use or sale in any  geographic  area in which the
     Company  actively markets a Company Product or intends to actively market a
     Company Product of the same general type or function;
<PAGE>

          (ii) directly or indirectly,  solicit any of the Company's  present or
     future  employees  for the purpose of hiring them or inducing them to leave
     their employment with the Company;

          (iii) directly or indirectly,  solicit, attempt to solicit, interfere,
     or attempt to interfere with the Company's  relationship with its customers
     or  potential  customers,  on behalf of  Executive  or any other  person or
     entity engaged in the design, development,  manufacture, marketing, or sale
     of a Competitive Product; or

          (iv) directly or indirectly design, develop,  manufacture,  market, or
     sell any  Competitive  Product  that is sold or intended for use or sale in
     any geographic area in which the Company actively markets a Company Product
     or intends to actively market a Company Product of the same general type or
     function.

     15. Breach of Noncompetition  Provisions of this Agreement.  In addition to
any other relief or remedies afforded by law or in equity, if Executive breaches
Section  14 of this  Agreement,  Executive  agrees  that  the  Company  shall be
entitled,  as a matter of right, to injunctive  relief in any court of competent
jurisdiction  plus  its  costs,  including  but not  limited  to its  reasonable
attorneys' fees for securing such relief. Executive recognizes and hereby admits
that  irreparable  damage will result to the  Company if  Executive  violates or
threatens to violate the terms of Section 14 of this Agreement.  This Section 15
shall not  preclude  the  granting of any other  appropriate  relief  including,
without limitation,  money damages against Executive for breach of Section 14 of
this Agreement.

     16. Effect of Other Obligations.  It is intended that the obligation of the
parties to perform the terms of this  Agreement  is  unconditional  and does not
depend on the performance or non-performance of any terms, duties or obligations
not specifically recited in this Agreement.

     17. Binding  Agreement.  This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto,  any Successor to or assigns of the Company,
and Executive's heirs and the personal representative of Executive's estate.

     18. Severability.  If a Court finds that any provision of this Agreement is
not  enforceable,  Executive  and the Company agree that the Court should modify
the provision to make it  enforceable  to the maximum  extent  possible.  If the
provision cannot be modified, Executive and the Company agree that the provision
may be severed,  and the other provisions of this Agreement shall remain in full
force and effect.
<PAGE>

     19.  Amendment;  Waiver.  This  Agreement  may not be modified,  amended or
waived in any manner except by an  instrument in writing  signed by both parties
hereto.  The waiver by either  party of  compliance  with any  provision of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any other provision of this Agreement, or of any subsequent breach by such party
of a provision of this Agreement.

     20.  Governing  Law. All matters  affecting this  Agreement,  including the
validity thereof, are to be governed by, interpreted and construed in accordance
with the laws of the State of Minnesota.

     21.  Notices.  Any notice  hereunder  by either party to the other shall be
given in  writing  by  personal  delivery  or  certified  mail,  return  receipt
requested. If addressed to Executive, the notice shall be delivered or mailed to
Executive at the address  specified under  Executive's  signature  hereto, or if
addressed to the Company, the notice shall be delivered or mailed to the Company
at its  executive  offices to the  attention  of the Board of  Directors  of the
Company. A notice shall be deemed given, if by personal delivery, on the date of
such  delivery or, if by  certified  mail,  on the date shown on the  applicable
return receipt.

     22. Supersedes Previous Agreements.  This Agreement supersedes all prior or
contemporaneous negotiations,  commitments, agreements and writings with respect
to  the  subject  matter  hereof,  all  such  other  negotiations,  commitments,
agreements and writings will have no further force or effect, and the parties to
any such  other  negotiation,  commitment,  agreement  or  writing  will have no
further rights or obligations thereunder.

     23. Headings;  Construction. The headings of Sections and paragraphs herein
are  included  solely for  convenience  of  reference  and shall not control the
meaning or  interpretation  of any of the  provisions  of this  Agreement.  This
Agreement  shall be construed  without  regard to any  presumption or other rule
requiring  construction  hereof  against the party causing this  Agreement to be
drafted.

     24. Benefit.  Nothing in this Agreement,  expressed or implied, is intended
to  confer on any  person  other  than the  parties  hereto or their  respective
successors or assigns, any rights, remedies, obligations or liabilities under or
by reason of this Agreement.

     IN WITNESS  WHEREOF,  the Company has caused this Agreement to be signed by
its officer  pursuant to the authority of its Board,  and Executive has executed
this Agreement, as of the day and year first written above.

                                                     FIRST TEAM SPORTS, INC.

                                                     By: /s/ John J. Egart
                                                      John J. Egart, President

                                                     /s/ Kent Brunner
                                                      Kent Brunner