Exhibit 10.1


               FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
               -----------------------------------------------

      THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
 is made and entered into  as of the 29th  day of December, 2003  ("Effective
 Date"), by and  among CONGRESS  FINANCIAL CORPORATION  (SOUTHWEST), a  Texas
 corporation ("Lender") and SPORT SUPPLY GROUP, INC., a Delaware  corporation
 (hereinafter referred to as "Borrower" or "SSG").

                            PRELIMINARY STATEMENTS
                            ----------------------

      A.   Lender, SSG  and  Athletic  Training Equipment  Company,  Inc.,  a
 Delaware corporation  ("ATEC")  have  entered into  that  certain  Loan  and
 Security Agreement, dated March 27, 2001, as  amended by that certain  First
 Amendment to Loan and Security Agreement  dated October 1, 2002, as  further
 amended by  that certain  Second Amendment  to Loan  and Security  Agreement
 dated June 27, 2003, as further amended  by that certain Third Amendment  to
 Loan and Security Agreement dated November 6, 2003 (as amended, modified  or
 supplemented from time  to time, the  "Loan Agreement"),  pursuant to  which
 Lender has entered into certain financing arrangements with SSG and ATEC.

      B.   SSG has informed  Lender that it  has sold all  of the issued  and
 outstanding capital  stock of  ATEC on  November 18, 2003  pursuant to  that
 certain Stock Purchase Agreement by and between SSG and Amer Sports  Company
 ("ATEC Sale").

      C.   In connection  with the  ATEC Sale,  ATEC  was released  from  its
 obligations as a Borrower under the Loan Agreement.

      D.   The parties  hereto have  agreed to  amend the  Loan Agreement  to
 evidence the release of ATEC thereunder, among other things, as  hereinafter
 set forth.

      NOW, THEREFORE, in consideration of  the premises herein contained  and
 other good and valuable consideration, the receipt and sufficiency of  which
 are hereby acknowledged, the parties, intending  to be legally bound,  agree
 as follows:

                                  AGREEMENT
                                  ---------


                                  ARTICLE I
                                 Definitions
                                 -----------

      1.01 Capitalized terms used in this Amendment  are defined in the  Loan
 Agreement, as amended hereby, unless otherwise stated.


                                  ARTICLE II
                                  Amendments
                                  ----------

      2.01 Amendment to Preamble.   Effective as of  the Effective Date,  the
 preamble of the  Loan Agreement is  hereby deleted in  its entirety and  the
 following is inserted in lieu thereof:

           "'This Loan and  Security Agreement dated  March 27, 2001  is
      entered  into  by  and  between  CONGRESS  FINANCIAL   CORPORATION
      (SOUTHWEST), a  Texas  corporation  ("Lender")  and  SPORT  SUPPLY
      GROUP, INC., a  Delaware corporation (hereinafter  referred to  as
      "SSG" or "Borrower")."

      2.02 Amendment to 1.3.  Effective as of the Effective Date, Section 1.3
 of the Loan Agreement is hereby deleted in its entirety and the following is
 inserted in lieu thereof:

           '"Adjusted Net Worth'  shall mean as  to any  Person, at  any
      time, in accordance  with GAAP (except  as otherwise  specifically
      set forth below), on a consolidated basis for such Person and  its
      subsidiaries (if any), the  amount equal to:   (a) the  difference
      between:  (i) the aggregate net  book value of all assets of  such
      Person  and  its  subsidiaries,  calculating  the  book  value  of
      inventory for this  purpose on a  first-in-first-out basis,  after
      deducting from  such  book  values  all  appropriate  reserves  in
      accordance  with  GAAP  (including   all  reserves  for   doubtful
      receivables, obsolescence, depreciation and amortization) and (ii)
      the aggregate amount of the indebtedness and other liabilities  of
      such Person and its subsidiaries  (including tax and other  proper
      accruals)  plus   (b)  indebtedness   of  such   Person  and   its
      subsidiaries which is subordinated in right of payment to the full
      and  final  payment  of  all  of  the  Obligations  on  terms  and
      conditions acceptable to Lender;  provided, however, that (i)  the
      one-time non-cash charges taken by SSG  in its fiscal year  ending
      September 30, 2001 up to an aggregate amount of $300,000 and  (ii)
      any gains or losses incurred  in accordance with GAAP reported  by
      SSG in connection with its sale of all of the outstanding  capital
      stock of ATEC or disposition of its Team Dealer Division, each  of
      which has been consented to by  Lender shall be excluded from  the
      calculation of the Adjusted Net Worth of SSG"

      2.03 Amendment to Section 1.4.   Effective  as of  the Effective  Date,
 Section 1.4 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

           "'ATEC' shall mean Athletic Training Equipment Company, Inc.,
      a Delaware corporation."

      2.04 Amendment to Section 1.7.   Effective  as of  the Effective  Date,
 Section 1.7 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

           "'Borrower' shall have the meaning set forth in the  preamble
      hereto."

      2.05 Amendment to Section 1.8.   Effective  as of  the Effective  Date,
 Section 1.8 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

      "[Intentionally Omitted.]"

      2.06 Amendment to Section 1.15(b).  Effective as of the Effective Date,
 Section 1.15(b) of the Loan Agreement is hereby deleted in its entirety  and
 the following is inserted in lieu thereof:

           "(b) such Accounts  are  not  unpaid more  than  one  hundred
      twenty (120)  days after  the date  of  the original  invoice  for
      them;"

      2.07 Amendment to Section 1.15(n).  Effective as of the Effective Date,
 Section 1.15(n) of the Loan Agreement is hereby deleted in its entirety  and
 the following is inserted in lieu thereof:

           "(n) such Accounts are not owed by an account debtor who  has
      Accounts unpaid one hundred  twenty (120) days  after the date  of
      the original invoice  for them, which  unpaid Accounts  constitute
      more than  fifty  percent (50%)  of  the total  Accounts  of  such
      account debtor; and"

      2.08 Amendment to Section 1.27.   Effective as  of the Effective  Date,
 Section 1.27 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "'Financing  Agreements'  shall   mean,  collectively,   this
      Agreement, that certain  Release Agreement, dated  as of  November
      18, 2003, executed by Lender and  agreed and acknowledged by  Amer
      Sports Company, SSG and ATEC, and all notes, guarantees,  security
      agreements, negative  pledge  agreements, collateral  reports  and
      other agreements, documents, information and instruments now or at
      any time hereafter  executed and/or delivered  by Borrower or  any
      Obligor in connection with this Agreement,  as the same now  exist
      or may  hereafter be  amended, modified,  supplemented,  extended,
      renewed, restated or replaced."

      2.09 Amendment to Section 1.29.   Effective as  of the Effective  Date,
 the reference  to  "Section 9.15"  contained in  Section 1.29  of  the  Loan
 Agreement  is  hereby   deleted  and   replaced  with   the  references   to
 "Sections 9.15 and 9.18".

      2.10 Amendment to Section 1.46.   Effective as  of the Effective  Date,
 Section 1.46 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "'Obligations' shall  mean any  and all  Revolving Loans  and
      Letter  of  Credit  Accommodations  and  all  other   obligations,
      liabilities and indebtedness of every kind, nature and description
      owing by  Borrower  to  Lender and/or  its  affiliates,  including
      principal, interest, charges,  fees, costs  and expenses,  however
      evidenced, whether as  principal, surety,  endorser, guarantor  or
      otherwise arising  under this  Agreement and  the other  Financing
      Agreements, whether  now existing  or hereafter  arising,  whether
      arising before, during or after the initial or any renewal term of
      this Agreement or after the commencement of any case with  respect
      to Borrower under the United States Bankruptcy Code or any similar
      statute (including the payment of interest and other amounts which
      would accrue and become due but for the commencement of such case,
      whether or not such amounts are  allowed or allowable in whole  or
      in part in  such case), whether  direct or  indirect, absolute  or
      contingent,  joint  or  several,  due  or  not  due,  primary   or
      secondary, liquidated or unliquidated, secured or unsecured.   The
      term  Obligations   shall   include,   without   limitation,   all
      obligations, liabilities and indebtedness of Borrower, to  Lender,
      whether such obligations,  liabilities and  indebtedness shall  be
      joint, several, joint and several or individual."

      2.11 Amendment to Section 2.5.   Effective  as of  the Effective  Date,
 Section 2.5 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

           "[Intentionally Omitted.]"

      2.12 Amendment to Section 2.6.   Effective  as of  the Effective  Date,
 Section 2.6 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

           "[Intentionally Omitted.]"

      2.13 Amendment to  Section 3.1(b)(v).   Effective as  of the  Effective
 Date, Section 3.1(b)(v)  of the  Loan Agreement  is  hereby deleted  in  its
 entirety and the following is inserted in lieu thereof:

           "(v) the aggregate amount of  the Eurodollar Rate Loans  must
      be in an amount not less  than $2,000,000 or an integral  multiple
      of $500,000 in excess thereof."

      2.14 Amendment to Section 3.4.  Effective as of the Effective Date, the
 reference to "$20,000,000" contained in Section 3.4 of the Loan Agreement is
 hereby  deleted  in  its  entirety  and  replaced  with  the  reference   to
 "$15,000,000."

      2.15 Amendment to Section 9.15.   Effective as  of the Effective  Date,
 Section 9.15 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "Borrower and  its  subsidiaries, on  a  consolidated  basis,
      shall, at all times during the  periods set forth below,  maintain
      Adjusted Net Worth of not less than the amount set forth below for
      each such period:

                                                            Minimum Adjusted
                          Period                               Net Worth
      ----------------------------------------------------------------------

      At all times during the period from                     $22,000,000
      October 1, 2003 through March 31, 2004

      At all times thereafter                                 $24,000,000"


      2.16 Amendment to Section 9, Addition of Section 9.18.  Effective as of
 the Effective Date, a  new Section 9.18 shall be  added to Section 9 of  the
 Loan Agreement in its proper numerical order to read as follows:

           "9.18     Minimum  Excess  Availability.     Borrower   shall
      maintain at  all  times  Excess  Availability,  as  determined  by
      Lender, in an amount equal to or in excess of $1,500,000."

      2.17 Amendment to Article 9; Addition of Section 9.19.  Effective as of
 the Effective Date, Section 9.19  is hereby added to  Section 9 of the  Loan
 Agreement in its proper numerical order to read as follows:

           "9.19   Exhibits and  Schedules.   On or  before January  22,
      2003, Borrower  shall  deliver  to  Lender  a  revised  Exhibit A,
      Schedule 1.5,   Schedule 4.1(1),    Schedule 8.3,    Schedule 8.4,
      Schedule 8.7,    Schedule 8.9,    Schedule 8.10,    Schedule 8.13,
      Schedule 9.9  and  Schedule 9.10,  which  shall  be  in  form  and
      substance acceptable to Lender in its sole discretion."

      2.18 Amendment to Section 10.1(j).  Effective as of the Effective Date,
 Section 10.1(j) of the Loan Agreement is hereby deleted in its entirety  and
 the following is inserted in lieu thereof:

      "[Intentionally Omitted.]"

      2.13 Miscellaneous Amendments.  (i) Effective as of the Effective Date,
 (a) each reference to  the term "Borrower  Representative" contained in  the
 Loan Agreement shall be deleted in  its entirety and replaced with the  term
 "Borrower"; provided,  however, if  the  term "Borrower  Representative"  is
 immediately preceded by the phrase "Borrower  and" or "Borrower or" in  this
 Loan Agreement, then such phrases shall be deleted in their entirety in each
 instance, and (b) each  reference to the term  "Borrowers" contained in  the
 Loan Agreement shall be deleted in  its entirety and replaced with the  term
 "Borrower";  (ii)  effective  as  of   the  January  22,  2003,   Exhibit A,
 Schedule 1.5,  Schedule 4.1(1),  Schedule 8.3,  Schedule 8.4,  Schedule 8.7,
 Schedule 8.9, Schedule 8.10, Schedule 8.13,  Schedule 9.9 and  Schedule 9.10
 attached to the Loan  Agreement shall be amended  and restated and  replaced
 with "Exhibit A, Schedule 1.5, Schedule 4.1(1), Schedule 8.3,  Schedule 8.4,
 Schedule 8.7, Schedule 8.9, Schedule 8.10,  Schedule 8.13, Schedule 9.9  and
 Schedule 9.10",  respectively,  upon  delivery  thereof  to  the  Lender  by
 Borrower pursuant to Section 9.18 of the Loan Agreement; and (iii) effective
 as of the Effective Date, each  reference to "Borrowers" and each  reference
 to "ATEC" contained in  the other Financing Agreements  shall be deleted  in
 its entirety and replaced with the term "Borrower".


                                 ARTICLE III
                             Conditions Precedent
                             --------------------

      3.01 Conditions to Effectiveness.  The effectiveness of this  Amendment
 is subject to the satisfaction of the following conditions precedent, unless
 specifically waived in writing by Lender:

           (a)  Lender  shall   have   received,  in   form   and   substance
      satisfactory to Lender and its legal counsel:

                (i)  this Amendment, duly executed by Borrower;

                (ii) evidence satisfactory to Lender  of the consummation  of
           the ATEC Sale;

                (iii)     a certificate of the Secretary of Borrower dated as
           of the date of this Amendment, in form and substance  satisfactory
           to Lender,  certifying among  other  things, (i)  that  Borrower's
           Board of Directors has met and has adopted, approved, consented to
           and ratified resolutions which  authorize the execution,  delivery
           and performance by Borrower of this  Amendment and all such  other
           Financing Agreements to which Borrower is or is to be a party, and
           (ii) the names of the officers of Borrower authorized to sign this
           Amendment and each  of such  other Financing  Agreements to  which
           Borrower  is  or  is  to  be  a  party  hereunder  (including  the
           certificates   contemplated   herein)   together   with   specimen
           signatures of such officers; and

                (iv) such additional documents,  instruments and  information
           as Lender or its legal counsel may request.

           (b)  The representations and warranties  contained herein, in  the
      Loan Agreement and in the other Financing Agreements, shall be true and
      correct as of the date  hereof, as if made  on the date hereof  (unless
      otherwise made on a specific date as set forth therein, in which  case,
      such representations and  warranties shall be  true and  correct as  of
      such date).

           (c)  No Event of Default or event or condition which, with  notice
      or passage of time or both, would constitute an Event of Default, shall
      have occurred and be continuing, unless such event, condition or  Event
      of Default has been specifically waived in writing by Lender.

           (d)  All  corporate  proceedings  taken  in  connection  with  the
      transactions  contemplated  by  this   Amendment  and  all   documents,
      instruments  and  other  legal   matters  incident  thereto  shall   be
      satisfactory to Lender and its legal counsel.

           (e)  Borrower shall have paid the portion of the amendment fee due
      on the  Effective  Date  of this  Amendment  as  required  pursuant  to
      Section 3.6 of the Loan Agreement, as amended hereby.


                                  ARTICLE IV
                                  No Waiver
                                  ---------

      Nothing contained in this Amendment shall  be construed as a waiver  by
 Lender of  any covenant  or provision  of the  Loan Agreement  or the  other
 Financing Agreements or of any other  contract or instrument among  Borrower
 and Lender, and  the failure of  Lender at any  time or  times hereafter  to
 require strict performance by  Borrower of  any provision thereof shall  not
 waive, affect or diminish  any right of Lender to  thereafter demand  strict
 compliance therewith.  Lender hereby reserves  all rights granted under  the
 Loan Agreement, the  other Financing Agreements  and any  other contract  or
 instrument among Borrower and Lender.


                                  ARTICLE V
                Ratifications, Representations and Warranties
                ---------------------------------------------

      5.01 Ratifications.   The  terms  and  provisions  set  forth  in  this
 Amendment shall modify and supersede  all inconsistent terms and  provisions
 set forth in  the Loan Agreement  and the other  Financing Agreements,  and,
 except as expressly modified and superseded by this Amendment, the terms and
 provisions of  the Loan  Agreement and  the other  Financing Agreements  are
 ratified and  confirmed  and shall  continue  in  full force  and  effect.
 Borrower and Lender agree  that (a) the Loan  Agreement, as amended  hereby,
 and the  other  Financing Agreements  shall  continue to  be  legal,  valid,
 binding and  enforceable  in accordance  with  their respective  terms,  and
 (b) the security interests in the Collateral are in full force and effect.

      5.02 Representations and  Warranties  of  Borrower.    Borrower  hereby
 represents and  warrants to  Lender that  (a)  the execution,  delivery  and
 performance of this  Amendment and any  and all  other Financing  Agreements
 executed and/or delivered in connection herewith have been authorized by all
 requisite corporate action on the part of Borrower and will not violate  the
 Certificate of Incorporation or Bylaws of Borrower; (b) the  representations
 and warranties contained in the Loan  Agreement, as amended hereby, and  any
 other Financing Agreement are true and correct on and as of the date  hereof
 and on and as of the  date of execution hereof as though  made on and as  of
 each such  date (unless  otherwise made  on  a specific  date as  set  forth
 therein, in which case,  such representations and  warranties shall be  true
 and correct as of such date); (c) no Event of Default or event or  condition
 which, with notice or passage of time or both, would constitute an Event  of
 Default under the  Loan Agreement, as  amended hereby, has  occurred and  is
 continuing; (d)  Borrower  is in  full  compliance with  all  covenants  and
 agreements  contained  in  the  Loan  Agreement  and  the  other   Financing
 Agreements, as amended hereby; and (e) Borrower has not amended, modified or
 in any way altered  its Certificate of Incorporation  or Bylaws since  March
 27, 2001.


                                  ARTICLE VI
                           Miscellaneous Provisions
                           ------------------------

      6.01 Survival of Representations and  Warranties.  All  representations
 and warranties made in the Loan Agreement or any other Financing  Agreement,
 including, without  limitation, any  document furnished  in connection  with
 this Amendment, shall survive the execution  and delivery of this  Amendment
 and the other Financing  Agreements, and no investigation  by Lender or  any
 closing shall  affect the  representations and  warranties or  the right  of
 Lender to rely upon them.

      6.02 Reference to Loan Agreement.  Each  of the Loan Agreement and  the
 other Financing Agreements, and any and  all other agreements, documents  or
 instruments now or hereafter  executed and delivered  pursuant to the  terms
 hereof or pursuant to  the terms of the  Loan Agreement, as amended  hereby,
 are hereby amended  so that  any reference in  the Loan  Agreement and  such
 other Financing Agreements to the Loan  Agreement shall mean a reference  to
 the Loan Agreement and the other Financing Agreements as amended hereby.

      6.03 Expenses of  Lender.   As provided  in Section  9.16 of  the  Loan
 Agreement, Borrower agrees to pay on demand all costs and expenses  incurred
 by Lender in connection with the  preparation, negotiation and execution  of
 this Amendment and the other Financing Agreements executed pursuant  hereto,
 and  any  and  all  amendments,  modifications,  and  supplements   thereto,
 including, without limitation, all costs and expenses of filing or recording
 and the reasonable costs and fees of Lender's legal counsel (including legal
 assistants).

      6.04 Severability.  Any provision of this Amendment held by a court  of
 competent jurisdiction to be  invalid or unenforceable  shall not impair  or
 invalidate the remainder of this Amendment  and the effect thereof shall  be
 confined to the provision so held to be invalid or unenforceable.

      6.05 Successors and Assigns.  This Amendment is binding upon and  shall
 inure to the benefit of Lender and Borrower and their respective  successors
 and assigns, except  that Borrower  may not assign  or transfer  any of  its
 rights or obligations hereunder without the prior written consent of Lender.

      6.06 Counterparts.   This Amendment  may be  executed  in one  or  more
 counterparts, each  of which  when so  executed  shall be  deemed to  be  an
 original, but all of which when taken together shall constitute one and  the
 same instrument.

      6.07 Effect of Waiver.   No consent or waiver,  express or implied,  by
 Lender to or for any breach of  or deviation from any covenant or  condition
 by Borrower shall be deemed a  consent to or waiver  of any other breach  of
 the same or any other covenant, condition or duty.

      6.08 Headings.  The headings, captions,  and arrangements used in  this
 Amendment are for convenience only and  shall not affect the  interpretation
 of this Amendment.

      6.09 Applicable Law.  THIS AMENDMENT AND ALL OTHER AGREEMENTS  EXECUTED
 PURSUANT HERETO SHALL BE DEEMED TO HAVE  BEEN MADE AND TO BE PERFORMABLE  IN
 AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL  LAWS
 OF THE STATE OF TEXAS (WITHOUT  GIVING EFFECT TO PRINCIPLES OF CONFLICTS  OF
 LAW).

      6.10 Final Agreement.    THE LOAN  AGREEMENT  AND THE  OTHER  FINANCING
 AGREEMENTS, EACH AS AMENDED HEREBY, REPRESENT  THE ENTIRE EXPRESSION OF  THE
 PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT
 IS EXECUTED.   THE LOAN  AGREEMENT AND  THE OTHER  FINANCING AGREEMENTS,  AS
 AMENDED, MAY NOT BE  CONTRADICTED BY EVIDENCE  OF PRIOR, CONTEMPORANEOUS  OR
 SUBSEQUENT ORAL AGREEMENTS  OF THE  PARTIES.   THERE ARE  NO UNWRITTEN  ORAL
 AGREEMENTS BETWEEN  THE  PARTIES.    NO  MODIFICATION,  RESCISSION,  WAIVER,
 RELEASE OR  AMENDMENT OF  ANY PROVISION  OF THIS  AMENDMENT SHALL  BE  MADE,
 EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND LENDER.

      6.11 Release.  BORROWER  HEREBY ACKNOWLEDGES  THAT IT  HAS NO  DEFENSE,
 COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
 WHATSOEVER THAT CAN BE ASSERTED  TO REDUCE OR ELIMINATE  ALL OR ANY PART  OF
 ITS LIABILITY TO REPAY  THE "OBLIGATIONS" OR TO  SEEK AFFIRMATIVE RELIEF  OR
 DAMAGES OF ANY KIND OR NATURE FROM LENDER.  BORROWER HEREBY VOLUNTARILY  AND
 KNOWINGLY  RELEASES  AND  FOREVER   DISCHARGES  LENDER,  ITS   PREDECESSORS,
 OFFICERS, DIRECTORS,  AGENTS, EMPLOYEES,  SUCCESSORS AND  ASSIGNS, FROM  ALL
 POSSIBLE  CLAIMS,  DEMANDS,  ACTIONS,  CAUSES  OF  ACTION,  DAMAGES,  COSTS,
 EXPENSES, AND  LIABILITIES  WHATSOEVER,  KNOWN OR  UNKNOWN,  ANTICIPATED  OR
 UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR  CONDITIONAL,
 AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR  IN PART ON OR BEFORE THE  DATE
 THIS AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST
 LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
 AND ASSIGNS, IF ANY, AND IRRESPECTIVE  OF WHETHER ANY SUCH CLAIMS ARISE  OUT
 OF CONTRACT,  TORT,  VIOLATION OF  LAW  OR REGULATIONS,  OR  OTHERWISE,  AND
 ARISING FROM  ANY "LOANS",  INCLUDING, WITHOUT  LIMITATION, ANY  CONTRACTING
 FOR, CHARGING,  TAKING,  RESERVING, COLLECTING  OR  RECEIVING INTEREST    IN
 EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
 REMEDIES UNDER  THE  LOAN  AGREEMENT  OR  OTHER  FINANCING  AGREEMENTS,  AND
 NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

      IN WITNESS WHEREOF, this Amendment has  been executed and is  effective
 as of the date first above-written.


                               LENDER:

                               CONGRESS FINANCIAL CORPORATION
                               (SOUTHWEST)


                               By:    _______________________
                               Name:  _______________________
                               Title: _______________________


                               BORROWER:

                               SPORT SUPPLY GROUP, INC.

                               By:    _______________________
                               Name:  _______________________
                               Title: _______________________