AMENDED AND RESTATED LICENSE AGREEMENT

 THIS AMENDED AND RESTATED  LICENSE AGREEMENT ("Agreement"),  is dated as  of
 December 21, 2000 (the "Effective Date") by and between MacMark Corporation,
 a  Delaware  corporation  ("MacMark"),  Equilink  Licensing  Corporation,  a
 Delaware corporation ("Equilink") and Sport  Supply Group, Inc., a  Delaware
 corporation ("SSG").

                                 WITNESSETH:

 WHEREAS, MacMark is the owner of the Trademarks (as defined below);

 WHEREAS, Equilink has exclusive rights to use and license the Trademarks (as
 defined below), except for such rights granted to SSG by this Agreement  and
 the rights  granted pursuant  to the  Other License  Agreements (as  defined
 below);

 WHEREAS, MacMark, Equilink and  BSN Corp. ("BSN")  entered into a  Perpetual
 License Agreement, a Trademark Maintenance Agreement, and a Master Agreement
 (the  "1992  Master  Agreement"),  all  dated   as  of  February  19,   1992
 (collectively the "1992 Agreements");

 WHEREAS, BSN assigned the 1992 Agreements to SSG;

 WHEREAS, the February  19, 1992  Perpetual License  Agreement and  Trademark
 Maintenance Agreement were twice amended, once  by Amendment No. 1 dated  as
 of November 1, 1992 and once by Amendment No. 2 dated as of October 8, 1998;

 WHEREAS, disputes have arisen between MacMark and Equilink, on the one hand,
 and SSG, on the other hand, concerning the 1992 Agreements, as amended;

 WHEREAS, the parties have resolved those  disputes and others pursuant to  a
 Settlement  Agreement  dated  as  of  December  21,  2000  (the  "Settlement
 Agreement");

 WHEREAS, this Agreement is entered into in accordance with the terms of  the
 Settlement Agreement;

 WHEREAS, this Agreement is intended to amend and restate, in their entirety,
 the 1992 Agreements, as previously amended,  as those agreements pertain  to
 SSG, MacMark  and Equilink,  but not  to otherwise  affect the  1992  Master
 Agreement as it pertains to any other parties to that agreement;

 NOW, THEREFORE, in consideration of the mutual covenants made herein and for
 other good and valuable consideration, the delivery, receipt and sufficiency
 of which are hereby acknowledged, the parties hereto agree as follows:

 1.   Prior Agreements.   This Agreement  amends, restates  and replaces,  in
      their entirety,  the 1992  Agreements and  all amendments  of the  1992
      Agreements that predate the Effective Date of this Agreement, as  those
      agreements pertain to SSG, MacMark and  Equilink, but not to  otherwise
      affect the 1992 Master Agreement as it pertains to any other parties to
      that agreement.
<PAGE>

 2.   Definitions.  For the purposes of  this Agreement, the following  terms
      shall have the  meanings set forth  below.  The  singular includes  the
      plural and vice versa  as indicated by the  context.  Any term  defined
      elsewhere in this Agreement  shall have the meaning  set forth in  that
      definition wherever the term is used in this Agreement.

      2.1  "Brick and Mortar Retailer" shall  mean a business, including  the
           advertisement, offer for sale, sale and distribution of  products,
           that: i)  is  conducted through  sales  in a  physical  store  (as
           contrasted with a  virtual store operated  using E-Commerce);  and
           ii) where the business solely intends to sell products exclusively
           to individuals for their personal use.

      2.2  "Brick and Mortar Retail  Store" shall mean a  means or method  of
           doing business, including the advertisement, offer for sale,  sale
           and distribution of products, that: i) is conducted through  sales
           in a physical store (as contrasted  with a virtual store  operated
           using E-Commerce); and  ii) where the  business solely intends  to
           sell products exclusively to individuals for their personal use.

      2.3  "Channels of Trade" shall mean conducting business (including  the
           advertisement, offer for sale, sale and distribution of  products)
           through any and all means and methods that currently exist or  may
           exist in the future, including but not limited to E-Commerce.

      2.4  "Closeouts" shall mean MacGregor-branded Products sold by SSG that
           satisfy one or  more of  the following:  i) the  MacGregor-branded
           Product  is  no  longer  included  in  SSG's  regularly  scheduled
           catalogs (but excluding any closeout catalogs); ii) SSG's  current
           intention is to neither reorder the MacGregor-branded Product  nor
           to offer it  for sale  other than  as a  closeout or  discontinued
           item; or iii) SSG advertises it  as a "closeout," a  "discontinued
           item," an "overstocked item"or "while supplies last" item.

      2.5  "Domestic Territory" shall mean  the United States (including  its
           current and future  territories, possessions,  and military  posts
           worldwide), Canada, and Mexico.

      2.6  "E-Commerce"  shall  mean   conducting  business  (including   the
           advertisement, offer for sale, sale and distribution of  products)
           through  a  global,  international,   national,  local  or   other
           electronic network  (such  as  the Internet,  private  network  or
           corporate intranet), or any subpart thereof, which may be accessed
           or created now or in the  future, and any other current or  future
           means  or  method   of  advertisement,  sale,   order  taking   or
           distribution via an electronic means.
<PAGE>
      2.7  "Exclusive Customers"  shall  mean:   (a)  institutional  sporting
           goods customers, including,  but not limited  to, athletic  teams,
           boys and girls groups (including without limitation JCC's,  PTA's,
           and YMCA's), businesses (that are not Excluded Customers),  camps,
           churches, coaches,  community centers,  community service  groups,
           dealers   (that   are   not   Excluded   Customers),   educational
           institutions and  those  that buy  for  and that  are  buying  for
           educational  institutions  or  for  students  in  connection  with
           programs sponsored by educational institutions (including  without
           limitation grade schools, high schools, colleges,  administrators,
           teachers,   and   coaches),   federal   and   state   governmental
           subdivisions and agencies  (including without limitation  military
           installations and prisons),  health and  sports clubs,  hospitals,
           hotels, human services,  park and  recreation departments,  parks,
           property  management   (including   condominium,   apartment   and
           community  associations),   recreational   departments,   resorts,
           retirement homes, social  organizations, team sports  associations
           and leagues (such  as little leagues),  youth sports leagues,  and
           those that buy for and are buying for institutional sporting goods
           customers; and (b) any and all  customers that: i) will resell  or
           who will  offer to  resell Products  (as hereinafter  defined)  to
           institutional sporting goods customers, and who also sell sporting
           goods products  to  customers other  than  institutional  sporting
           goods customers; or ii)  will resell or who  will offer to  resell
           Products (as  hereinafter  defined) exclusively  to  institutional
           sporting  goods  customers.    In  no  instance  shall   Exclusive
           Customers include any Excluded Customers.

      2.8  "Excluded Customers" shall mean and  be limited to those  specific
           entities listed on Exhibit C hereto  and any other entity  located
           in the Domestic Territory that: i) sells exclusively to individual
           consumers for their personal use; and ii) is not an On-Line Seller
           (as hereinafter defined).

      2.9  "Otherwise  Licensed  Products"  shall  mean  and  be  limited  to
           products listed on Exhibit B-2 hereto and any products MacMark  or
           Equilink licenses  to another  licensee after  SSG elects  not  to
           exercise its right of first refusal  under paragraph 9 so long  as
           such third party license is in effect.

      2.10 "Footstar Agreement"  shall mean  that License  Agreement  between
           Equilink and Footstar  dated March 4,  1998, a  true, correct  and
           complete copy of which MacMark shall  deliver to SSG prior to  the
           execution and delivery of this Agreement.

      2.11 "Individual Customers" shall mean any and all individual consumers
           who are purchasing a Product  (as hereinafter defined) other  than
           for resale and that are not Exclusive Customers.

      2.12 "International Territory"  shall mean  all places  other than  the
           Domestic Territory.

<PAGE>
      2.13 "K-Mart Agreement"  shall  mean  that  License  Agreement  between
           Equilink and  K-Mart  dated  January  23,  1989,  as  amended  and
           supplemented  by   the   First  Supplemental   Agreement,   Second
           Supplemental Agreement  and  Third  Supplemental  Agreement  dated
           November 16,   1989,   August 30,   1990,   and   June 30,   1994,
           respectively, a true, correct and  complete copy of which  MacMark
           shall deliver to SSG  prior to the execution and delivery of  this
           Agreement.

      2.14 "MacGregor-branded   Product(s)"   shall   mean   Product(s)   (as
           hereinafter  defined)  bearing  or  otherwise  identified  by  the
           Trademarks (as hereinafter defined).

      2.15 "On-Line Sellers" shall mean any and all entities that sell, offer
           to sell,  resell or  offer to  resell  a Product  (as  hereinafter
           defined)  through  E-Commerce  and  that  are  not;  i)  Exclusive
           Customers; ii) Brick  and Mortar Retailers  selling goods  through
           their own website.  The parties agree and stipulate that an entity
           that sells, offers to sell, resells or offers to resell a  Product
           through E-Commerce,  but also  meets the  definition of  Exclusive
           Customer  in  paragraph  2.7,  will  be  considered  an  Exclusive
           Customer for purposes of this Agreement.

      2.16 "Other License Agreements" shall mean the Regent Agreement, the K-
           Mart Agreement and the Footstar Agreement.

      2.17 "Outbound Freight"  shall mean  SSG's Average  Freight  Percentage
           multiplied by total  sales of MacGregor-branded  Products in  each
           Royalty Year.   As  used in  this paragraph  2.17, "SSG's  Average
           Freight Percentage"  means SSG's  total cost  of outbound  freight
           divided by SSG's  net revenues in  each Royalty Year.   By way  of
           example  only,  in  fiscal   year  2000,  SSG's  Average   Freight
           Percentage calculated under this formula was approximately 7.61%.

      2.18 "Product(s)" shall mean the products listed on Exhibit B-1  hereto
           and such additional products approved pursuant to paragraph 8.2 or
           added pursuant to paragraphs 9 or 10.

      2.19 "Regent Agreement"  shall  mean  that  License  Agreement  between
           Equilink and  Regent  Sports dated  September  24, 1999,  a  true,
           correct and complete copy  of which MacMark  shall deliver to  SSG
           prior to the execution and delivery of this Agreement.

      2.20 "Royalty Year" shall mean the one-year period beginning on  August
           1 and ending on July  31.  The first  Royalty Year shall begin  on
           August 1, 2000.

      2.21 "Trademarks" shall mean the trademark MACGREGOR, the trademark THE
           ATHLETE'S  CHOICE,  the  "M"  &  Design  trademark,  all  stylized
           versions and variations  of these trademarks,  all updated or  new
           stylized versions of  such trademarks, all  combinations of  these
           trademarks,  and   all  present   and  future   registrations   or
           applications for registration  therefore, and  shall include,  but
           not be  limited to,  the trademarks  and registrations  listed  on
           Exhibit  A-1  hereto  (the   "MacMark  Trademarks"  and   "MacMark
           Registrations," respectively) and the trademarks and registrations
           listed  on  Exhibit   A-2  hereto   (the  "MacGregor   Corporation
           Trademarks"  and   the  "MacGregor   Corporation   Registrations,"
           respectively).
<PAGE>

 3.   Grant of License.  Subject to  the applicable use restrictions  imposed
      by  the  Settlement  Agreement  dated  April 9, 1981,  among  MacGregor
      Sporting  Goods,  Inc.,  MacGregor-Doniger  Inc.,  and  The   Brunswick
      Corporation, MacMark and Equilink hereby grant to SSG:

      3.1  Exclusive License/Exclusive  Customers/Domestic.    The  exclusive
           (including as  to  MacMark  and Equilink)  right  and  license  to
           promote,  advertise,  merchandise,  offer  for  sale,  sell,   and
           distribute all MacGregor-branded Products, through all Channels of
           Trade other than  a Brick and  Mortar Retail  Store, to  Exclusive
           Customers located in the Domestic Territory.  MacMark and Equilink
           acknowledge that the right  and license granted herein,  includes,
           but is not limited to, the right for Exclusive Customers, who have
           purchased or agreed  to purchase  Macgregor-branded Products  from
           SSG, to resell and  distribute MacGregor-branded Products  through
           all Channels of Trade (including, but  not limited to, through  E-
           Commerce and Brick and Mortar Retail Stores) and to any person  or
           entity.

      3.2  Exclusive     License/Individual     Customers     and     On-Line
           Sellers/Domestic.   The exclusive  (including  as to  MacMark  and
           Equilink) right and  license to  promote, advertise,  merchandise,
           offer  for  sale,  sell,  and  distribute  all   MacGregor-branded
           Products, except  the  Otherwise Licensed  Products,  through  all
           Channels of Trade other than a  Brick and Mortar Retail Store,  to
           Individual Customers and On-Line  Sellers located in the  Domestic
           Territory.  MacMark  and Equilink acknowledge  that the right  and
           license granted herein includes, but is not limited to, the  right
           for On-Line  Sellers, who  have purchased  or agreed  to  purchase
           Macgregor-branded Products  from  SSG, to  resell  and  distribute
           MacGregor-branded  Products,   except   the   Otherwise   Licensed
           Products, to any person or entity through E-Commerce.

      3.3  Non-Exclusive License/All Customers/International.  Subject to the
           requirements of the next sentence of this paragraph 3.3, the  non-
           exclusive right and  license to  promote, advertise,  merchandise,
           offer  for  sale,  sell   and  distribute  all   MacGregor-branded
           Products, through all Channels of Trade,  to any person or  entity
           of any type located  in the International  Territory.  This  right
           and license is limited  to promoting, advertising,  merchandising,
           and offering for sale  MacGregor-branded Products through  English
           language   catalogs,   mailers,   advertising   and    promotions;
           salespeople; and E-Commerce  (including, but not  limited to,  the
           nonexclusive right and license to accept orders from customers who
           receive  English  language  catalogs,  mailers,  advertising   and
           promotions in  the International  Territory  or who  place  orders
           through  E-Commerce  from  the  International  Territory)  and  to
           fulfilling such orders by  shipping MacGregor-branded Products  to
           such   customers   located   in   the   International   Territory.
           Notwithstanding the  foregoing, this  right and  license does  not
           include the right of salespersons  to make in-person sales  visits
           to the  premises of  Brick and  Mortar  Retailers located  in  the
           International  Territory  that  sell  exclusively  to   Individual
           Customers for the purpose  of selling MacGregor-branded  Products.
           SSG recognizes that  the rights granted  under this paragraph  3.3
           are nonexclusive  and  that MacMark  may  license others  to  sell
           MacGregor-branded   products   to   customers   located   in   the
           International Territory, subject to SSG's rights under  paragraphs
           9, 10 and 11 of this Agreement.
<PAGE>

      3.4  Non-Exclusive License to Display and Advertise.  The non-exclusive
           right and  license for  SSG,  customers of  SSG  who have  or  may
           purchase  MacGregor-branded   Products   from  SSG,   and   others
           authorized by  SSG to  display and  otherwise promote,  advertise,
           merchandise, and offer  for sale  all MacGregor-branded  Products,
           through all Channels of Trade, anywhere in the Domestic  Territory
           or the International  Territory, to any  person or  entity of  any
           type, including but not limited to Exclusive Customers, Individual
           Customers, On-Line Sellers,  Excluded Customers,  and the  general
           public.

      3.5  Non-Exclusive License to Manufacture,  Source, Import and  Export.
           The non-exclusive right and license to use, or to authorize others
           to use, the Trademarks  anywhere in the  world in connection  with
           manufacturing, sourcing, importing and  exporting of the  Products
           anywhere in the world.

      3.6  Domain Names.    The  exclusive  right  and  license  to  promote,
           advertise, merchandise, offer for  sale, sell, and distribute  all
           MacGregor-branded    Products    using     the    domain     names
           macteamsports.com,          MacGregorTeamSports.com,           and
           MacGregorSports.com in  all cases  and  combination of  cases  and
           using all top level domains  and suffixes (e.g., .sports,  .earth,
           .USA,  .biz,  .info,  .pro,  .coop,  .name,  etc.)  that  are  now
           available or  may  become available  in  the future  (the  "Domain
           Names").  SSG  shall also have  the exclusive  right to  register,
           administer  and   use,  in   the   Domestic  Territory   and   the
           International Territory, the Domain Names; provided, however, that
           the Domain  Names shall  be the  property of  MacMark.   SSG  will
           register MacMark as  the owner of  the Domain Names  used by  SSG.
           SSG's use of  the Domain Names  during the term  of the  Agreement
           will inure  to the  benefit of  MacMark, and,  in the  event  this
           Agreement is terminated, SSG  will transfer the administration  of
           the Domain Names to MacMark.

      3.7  Excluded Rights.  Notwithstanding paragraphs 3.1 through 3.6,  SSG
           shall have  no  right  to  sell  or  distribute  MacGregor-branded
           Products to Excluded  Customers in  the Domestic  Territory or  to
           sublicense others to sell or distribute MacGregor-branded Products
           to Excluded  Customers  in the  Domestic  Territory.   The  rights
           granted to SSG herein also specifically exclude, without the prior
           written consent of  MacMark or Equilink,  the following:   (a) the
           ability to  own a  Brick  and Mortar  Retailer  using any  of  the
           Trademarks as part of the name  of the store, and (b) the  ability
           to use any  of the  Trademarks as  part of  SSG's corporate  name.
           Neither SSG's use of the phrases "MacGregor Team Sports Licensee."
           "MacGregor Team Sports," "MacGregor Sports"  nor SSG's use of  the
           Domain Names, including such use on catalogs, advertisements,  the
           Internet, web pages, business  cards, letterhead, facsimile  cover
           sheets, stationery, phone messages  and telephone usage, shall  be
           deemed to conflict with this paragraph 3.7.

      3.8  Procedure  For  Otherwise Licensed Products.    SSG will implement
           reasonable procedures to ensure that Otherwise  Licensed  Products
           are  not  sold by  SSG  to Individual  Customers  in  the Domestic
           Territory.  MacMark and Equilink acknowledge that SSG's procedures
           will  be  sufficient  if  they  are  substantially  similar to the
           procedures outlined in Exhibit D.
<PAGE>

      3.9  Premiums.   SSG  shall have  the  right to  distribute  MacGregor-
           branded Products  to  all  or  any  customers  without  charge  as
           promotional  premiums  in  connection  with  purchases  by   those
           customers of other products from SSG, so long as the value of such
           premiums (based on the lowest sales price of the MacGregor-branded
           Product) does  not  exceed 10%  of  SSG's annual  gross  sales  of
           MacGregor-branded Products in  any single  Royalty Year.   In  the
           event the value of such premiums (based on the lowest sales  price
           of the MacGregor-branded Product) does exceed 10% of SSG's  annual
           gross sales of  MacGregor-branded Products in  any single  Royalty
           Year, SSG will  include the value  of the premiums  (based on  the
           lowest sales price of the MacGregor-branded Product and  excluding
           Outbound Freight, taxes, returns and  sales credits) over the  10%
           limit as a sale for purpose of calculating the Annual Royalty  due
           under paragraph  4 for  that Royalty  Year.   Notwithstanding  the
           foregoing, this paragraph 3.9 shall not apply to the  distribution
           of MacGregor-branded Products as samples and not as premiums.

      3.10 Customer Classification.  In the event  a customer or a  potential
           customer could fall within more than one customer  classification,
           then the parties agree that the customer will be considered in the
           customer classification that provides SSG with the greatest rights
           to promote,  advertise,  merchandise,  offer for  sale,  sell  and
           distribute MacGregor-branded Products  to that customer,  provided
           that SSG complies with the provisions  of paragraphs 3.1, 3.2  and
           3.3.

 4.   Royalty and  Royalty Reports.    SSG will  pay  to Equilink  an  annual
      royalty (the  "Annual Royalty")  of 2%  of  annual gross  sales  (after
      deducting Outbound  Freight,  taxes,  returns  and  sales  credits)  of
      MacGregor-branded Products  that  exceed, for  the  applicable  Royalty
      Year, $17 million; provided, however, that  once SSG's annual sales  of
      MacGregor-branded Products exceed $22 million, SSG is permitted to  pay
      a reduced annual royalty of 1% on gross sales (after deducting Outbound
      Freight, taxes, returns and sales  credits) of Closeouts of  MacGregor-
      branded Products  in those  Royalty Years  where SSG  sells  MacGregor-
      branded Products as Closeouts.  In no event shall the 1% royalty  apply
      to more  than  10% of  total  annual sales  (after  deducting  Outbound
      Freight,  taxes,  returns  and  sales  credits)  of   MacGregor-branded
      Products in  excess of  $22 million.    The guaranteed  minimum  Annual
      Royalty shall be One Hundred  Thousand Dollars (U.S. $100,000.00)  (the
      "Guaranteed Minimum Annual Royalty"), and the Guaranteed Minimum Annual
      Royalty shall be credited against the  total Annual Royalty payable  in
      any Royalty  Year.   The  Annual  Royalty  shall be  paid  as  follows:
      (a) Fifty Thousand Dollars (U.S.  $50,000) on or  before January 31  of
      each Royalty Year; (b) Twenty-Five  Thousand Dollars (U.S. $25,000)  on
      or before  April  30 of  each  Royalty Year;  (c) Twenty-Five  Thousand
      Dollars (U.S. $25,000) on or before  July 31 of each Royalty Year;  and
      (d) the balance of  any Annual  Royalty due for  a Royalty  Year on  or
      before the first September 30 following such Royalty Year.
      In connection  with  its September  30  payment, SSG  shall  submit  to
      Equilink a report of its annual  gross sales (after deducting  Outbound
      Freight calculated in  accordance with paragraph  2.17, taxes,  returns
      and sales credits) of  MacGregor-branded Products during the  preceding
      Royalty Year, which  report shall be  accompanied by  a statement  from
      SSG's  chief  financial   officer,  controller,  principal   accounting
      officer, treasurer, chief operating officer, president or chairman that
      the report is correct in all material respects.  SSG shall keep, for  a
<PAGE>
      period of at least three (3) years after the conclusion of the  Royalty
      Year,  accounting  records  showing  the  sales  of   MacGregor-branded
      Products in that Royalty Year.  Upon receipt of a written request  from
      Equilink, SSG  will  make  available  to  Equilink  or  its  authorized
      representative, at Equilink's sole expense, such accounting records  of
      SSG and its affiliates, assigns and sublicensees, reasonably  necessary
      to verify SSG's annual sales of MacGregor-branded Products in a Royalty
      Year for  which SSG  is obligated  to maintain  its accounting  records
      under this Agreement as of the time  the request is made.  Once  during
      each Royalty Year after the Effective  Date of this Agreement and  once
      after the termination of the Agreement in accordance with paragraph  6,
      Equilink shall be entitled to an independent audit of SSG's  accounting
      records by a Big 5 public accounting firm or a regional accounting firm
      that is mutually acceptable to the parties and, in either case, that is
      not the auditor for  Equilink or any of  its affiliates, including  but
      not limited to  MacMark and Riddell  Sports, Inc.,  to determine  SSG's
      sales of MacGregor-branded  Products for the  previous two (2)  Royalty
      Years.  The audit shall be limited to the determination of SSG's  sales
      of MacGregor-branded Products for the  previous two (2) Royalty  Years,
      shall not  include  any  Royalty Year  previously  audited,  shall  not
      include any  period prior  to July  31, 2000,  and shall  be  conducted
      during normal business hours at SSG's home office at a date and time to
      be mutually agreed upon by the parties.  The cost of the audit shall be
      paid by Equilink unless the audit shows that SSG has understated  sales
      of MacGregor-branded Products or overstated deductions for the  Royalty
      Year in question by more than 10%, in  which case SSG shall pay all  of
      Equilink's costs of the audit and  any additional royalty that is  due.
      Equilink,  MacMark   and   its   auditors   agree   to   maintain   the
      confidentiality of and  not disclose to  third parties the  information
      SSG provides in connection with any such audit.

 5.   Term.  The "Term" of this Amended and Restated License Agreement  shall
      commence as of the Effective Date and shall continue in full force  and
      effect for a period of forty  (40) years unless terminated pursuant  to
      paragraph 6 of this Agreement.   This Agreement shall be  automatically
      renewed for  successive  forty  (40)  year  periods  unless  terminated
      pursuant to and in accordance with paragraph 6 of this Agreement.

 6.   Termination.  This  Agreement shall  be terminable  only in  accordance
      with the provisions of this paragraph 6.

      6.1  Material Breach of Agreement.  In the event of any material breach
           of this  Agreement, the  aggrieved  party shall  promptly  provide
           written notice of the specific material breach, and, except as set
           forth in paragraph  6.2, the  party committing  such breach  shall
           have sixty (60) days  after its receipt of  the written notice  of
           the specific material breach to effect a cure thereof.  If such  a
           material breach is not  cured within such  sixty (60) day  period,
           the aggrieved  party  shall  have  the  right  to  terminate  this
           Agreement by written notice of termination, provided, however,  if
           such material breach is of a nature that it is unable to be  cured
           within such sixty (60) day period  despite the good faith  efforts
           of the party receiving  the notice, then  the aggrieved party  may
           not terminate  this  Agreement  so long  as  the  other  party  is
           diligently procuring such cure and, in fact, subsequently  effects
           such cure within a reasonable period  of time.  A material  breach
           of this  Agreement  is  not  subject  to  the  dispute  resolution
           provision in paragraph 21.
<PAGE>

      6.2  Nonpayment of  Royalty.    SSG's failure  to  pay  the  Guaranteed
           Minimum Annual Royalty (or any portion thereof) in accordance with
           the provisions  of  paragraph 4  shall  be considered  a  material
           breach of this Agreement that is  subject to cure within ten  (10)
           business days  after SSG's  receipt of  a written  notice of  such
           breach.   SSG's  failure to  pay  any material  amount  due  under
           paragraph 4 of  this Agreement other  than the Guaranteed  Minimum
           Annual Royalty  shall  be considered  a  material breach  of  this
           Agreement that is  subject to cure  within sixty  (60) days  after
           SSG's receipt of a  written notice of the  specific amount due  to
           Equilink, provided, however, if: i) there is a good faith  dispute
           about the amount that is due  to Equilink under paragraph 4,  then
           SSG's failure to pay  the disputed amount will  not be a  material
           breach of this Agreement unless SSG  fails to pay to Equilink  any
           amount ultimately deemed due within sixty  (60) days of the  final
           resolution of the  good faith dispute;  or ii) as  a result of  an
           audit conducted in accordance with paragraph 4 of this  Agreement,
           it is determined that SSG owes Equilink an additional amount under
           paragraph 4, then SSG's failure to  pay that amount will not be  a
           material default  of this  Agreement unless  SSG fails  to pay  to
           Equilink any amount ultimately deemed due within thirty (30)  days
           of the final resolution of the audit.

      6.3  Non-Material Breaches.   In the event  of any non-material  breach
           under this Agreement, the  aggrieved party shall promptly  provide
           written notice of the non-material breach.  The parties agree that
           non-material breaches  cannot  be  a basis  for  terminating  this
           Agreement and shall be subject to the dispute resolution provision
           in paragraph 21,  except as provided  in paragraphs  6.4, 6.2  and
           6.1.  The parties further agree  that the matters that may  result
           in non-material  breaches include,  but are  not limited  to,  the
           following:

           6.3.1 Whether  SSG has complied with  the procedures referenced in
                paragraph 3.8;

           6.3.2 Whether SSG  has  sold  a  MacGregor-branded  Product  to  a
                customer that  is not  covered by  SSG's license  under  this
                Agreement;

           6.3.3 Whether SSG has sold a MacGregor-branded product that is not
                covered by SSG's license under this Agreement;

           6.3.4 Whether  a product advertised,  offered or sold  by SSG is a
                new product that requires approval under paragraph 8.2 or  is
                already a Product as defined in this Agreement;

           6.3.5 Whether  a  customer  is  an  Excluded  Customer,  Exclusive
                Customer, Individual Customer or On-line Seller as defined in
                this Agreement;

           6.3.6 Whether SSG  or  Equilink has  complied  with  the  approval
                provisions of paragraph 8,  including paragraph 8.1  (quality
                of  product),  paragraph 8.2   (new  product  approval)   and
                paragraph 8.3 (advertising approval);

           6.3.7 Whether SSG  has complied with the requirements of paragraph
                12 (use of Secondary Marks);
<PAGE>

           6.3.8 Whether  SSG has complied  with the provisions of  paragraph
                13;

           6.3.9 Whether  SSG has complied  with the  provisions of paragraph
                3.9 (Premiums);

           6.3.10  Whether a third-party manufacturer meets the  requirements
                of paragraph  14 and/or  whether SSG  has complied  with  the
                requirements of paragraph 14;

           6.3.11 Whether SSG has complied with the requirements of paragraph
                19;

           6.3.12 Whether SSG or MacMark have complied with the  requirements
                of paragraph 16 (Trademark and Registration Maintenance); and

           6.3.13 Whether  SSG, MacMark  or Equilink have complied  with  the
                requirements of  paragraph 21  (Dispute Resolution  Procedure
                for Certain Disputes).

      6.4  Reoccurring, Intentional or  Reckless Non-material  Breaches.   If
           SSG has: i) intentionally and willfully, or ii) recklessly  failed
           to obtain the approval required under paragraph 8.2 for more  than
           five  (5)  products  in  any   single  Royalty  Year,  then   such
           intentional and willful failure shall constitute a material breach
           of the Agreement that  is subject to  the provisions of  paragraph
           6.1.  In that case, SSG will be deemed to have cured the breach by
           either  obtaining  Equilink's   approval  for   the  products   in
           accordance with the  provisions of  paragraph 8.2  or by  stopping
           future sales of the products within sixty days of SSG's receipt of
           the notice required by paragraph 6.1.

      6.5  Failure To Reach Target  Revenues.  Any  party may terminate  this
           Agreement on sixty (60) days prior  written notice if SSG's  gross
           revenues from the sale or other distribution of  MacGregor-branded
           Products for  any Royalty  Year beginning  with the  Royalty  Year
           ending July 31, 2005 are less than the Target Revenues (as defined
           below).

           For the Royalty Year ended July 31, 2005, "Target Revenues"  shall
           be  $8,250,000.    For  each  Royalty  Year  thereafter,   "Target
           Revenues" shall be increased or  decreased, as applicable, by  the
           percentage change in the U.S. Bureau of Labor Statistics, Producer
           Price Index  for  Selected Commodities  (Annual)  -  Miscellaneous
           Products _ Toys, Sporting Goods, Small Arms, Etc. for the calendar
           year immediately  preceding the  calendar year  for which  "Target
           Revenues" are being  calculated, provided that  in no event  shall
           such adjustment exceed 3% of the then applicable "Target Revenues.
           "   If  the  adjustment  would  have  exceeded  3%,  but  for  the
           foregoing, such amount in  excess of 3%  shall be carried  forward
           and, subject to the 3% annual  adjustment, be used to increase  or
           decrease future adjustments.

      6.6  Voluntary Termination By  SSG.  SSG  may terminate this  Agreement
           effective on the tenth (10th)  year anniversary of this  Agreement
           and on each  subsequent fifth  (5th) year  anniversary (i.e.,  the
           10th, 15th, 20th, 25th year anniversary, etc.) by giving 180  days
           written notice to MacMark and Equilink prior to such anniversary.
<PAGE>

 7.   Rights Upon Termination.   Upon termination  of this Agreement,  unless
      otherwise permitted by MacMark or Equilink, SSG shall discontinue using
      the Trademarks in connection with the manufacture, advertisement, sale,
      distribution and promotion of the MacGregor-branded Products, with  the
      following exceptions:

      7.1  Catalog  Fulfillment.     SSG  and  its   authorized  agents   and
           sublicensees  shall  be  permitted   to  use  the  Trademarks   in
           accordance with the  provisions of this  Agreement to fulfill  any
           orders for  MacGregor-branded Products  received  as a  result  of
           catalogs then  in  circulation, including  catalogs  published  by
           customers of SSG.

      7.2  Inventory Depletion.  For  twenty-four (24) months (the  "Sell-Off
           Period") following the termination of this Agreement in accordance
           with the  provisions of  paragraph 6,  SSG shall  be permitted  to
           advertise, sell or otherwise distribute (a) SSG's inventory of all
           MacGregor-branded Products  and unfinished  Products meant  to  be
           MacGregor-branded Products when finished,  including the  right to
           finish any work-in-process  and use supplies  of raw materials  on
           hand or ordered, (b) all MacGregor-branded Products ordered from a
           supplier prior to termination  under purchase orders which  cannot
           be cancelled without penalty to or a claim against SSG and (c) all
           MacGregor-branded Products  ordered  prior  to  termination  under
           binding sales orders outstanding at  the time of such  termination
           which sales orders  cannot be cancelled  without penalty  to or  a
           claim against SSG.

      7.3  Continuing Obligations.  The parties  agree that during the  Sell-
           Off Period,  they  shall abide  by  and uphold  their  rights  and
           obligations  accrued  or  existing   as  of  termination  of   the
           Agreement.  The  parties further agree  that the  representations,
           rights and obligations contained in paragraphs  6, 7, 25, 26,  28,
           30 and 33 will survive the termination of this Agreement.

      7.4  Royalty Obligation.   At the  conclusion of  the Sell-Off  Period,
           SSG's obligation to pay Equilink any future royalty, including the
           Guaranteed Minimum  Annual  Royalty,  shall  terminate,  provided,
           however, this provision  will not affect  SSG's obligation to  pay
           Equilink any royalty due and owing  as of the end of the  Sell-Off
           Period.  If the  Sell-Off Period ends at  any time other than  the
           end of a Royalty Year, the  Guaranteed Annual Minimum  Royalty for
           that Royalty  Year will  be pro-rated  based  on a  fraction,  the
           numerator of which  is the number  of months of  the Royalty  Year
           that occurred prior  to the  end of  the Sell-Off  Period and  the
           denominator of which will be 12.
<PAGE>

      7.5  Notice To Suppliers.   On or before the  90th day after the  valid
           termination of this Agreement in accordance with the provisions of
           paragraph 6, SSG  will send written  notice, at  their last  known
           address, to  those  suppliers  who,  in  the  twelve  (12)  months
           immediately prior to the effective  date of the termination,  have
           supplied MacGregor-branded Products to SSG, that the Agreement has
           been  terminated  and  that  any  further  rights  to  manufacture
           MacGregor-branded Products are limited to the rights contained  in
           paragraph 7 of this Agreement, and SSG will in writing certify  to
           MacMark that  such notices  have been  sent.   Further, after  the
           Sell-Off-Period, SSG  will reasonably  cooperate with  MacMark  to
           confirm whether a company subsequently accused of infringement  of
           the Trademarks was a SSG supplier prior to the termination of this
           Agreement and  whether such  company  received notice  under  this
           paragraph 7.5.

 8.   Quality Control, New Product Approval and Advertising Approval.  For so
      long as SSG shall manufacture, sell and advertise any MacGregor-branded
      Products:

      8.1  Quality Control and Inspection.  The use by SSG of the  Trademarks
           and the  manufacture  and  sale of  any  Products  in  association
           therewith, shall substantially conform to the standards of quality
           employed by  SSG as  of  the Effective  Date.   SSG  shall  permit
           Equilink and its designees,  on prior written  notice to SSG,  one
           (1) visit per calendar year at Equilink's sole expense to  inspect
           all the  facilities  and equipment  used  in connection  with  the
           manufacture  of  MacGregor-branded  Products,  and  to  make  such
           additional inspections  upon SSG's  consent,  which shall  not  be
           unreasonably withheld,  in order  to assure  that such  MacGregor-
           branded Products substantially conform to these standards.

      8.2  New Product  Approval.   If  SSG desires  to  use a  Trademark  in
           connection with a product that is  not covered by this  Agreement,
           then SSG,  subject  to  the terms  of  this  paragraph,  may  make
           available a sample of the product to Equilink for approval,  which
           approval shall not be withheld unless (a) another party holds  the
           exclusive right and license to use  the Trademark on the  proposed
           new product;  (b) the proposed  new  product exposes  Equilink  or
           MacMark to an unreasonable risk of  liability that is not  covered
           by the insurance required  by paragraph 18 below;  or (c) the  new
           product is  not  of  the same  quality  as  the  MacGregor-branded
           Products offered by SSG as of the date of this Agreement.  For any
           proposed new product with  a standard freight  rating equal to  or
           less than FAK 50,  SSG shall send  a sample of  the product and  a
           completed New Product Approval  Request Form substantially in  the
           form attached as  Exhibit E to  Equilink, c/o  Bill Sherman,  3670
           Milwaukee Ave,  Chicago, Illinois,  60641  (or such  other  person
           designated by Equilink in accordance with the notice provisions of
           paragraph 24) and a picture of the product to Equilink, c/o Arlana
           Cohen, St.  Onge Steward  Johnston &  Reens, L.L.C.,  986  Bedford
           Road, Stamford Connecticut 06095 (or such other person  designated
           by Equilink in accordance with the notice provisions of  paragraph
           24).  For any proposed new product with a standard freight  rating
           greater than FAK 50, SSG shall submit a picture of a sample of the
           proposed new  product  to  Equilink at  both  addresses  specified
           above, along with a written notice advising where Equilink can (at
<PAGE>
           Equilink's option and expense), inspect  a sample of the  proposed
           new product.   If  Equilink  fails to  object  in writing  to  the
           quality of proposed product within ten (10) days after its receipt
           of the New Product  Approval Request Form, then  SSG's use of  the
           Trademarks on  the new  product will  be deemed  approved and  the
           definition of Products will be deemed  amended to include the  new
           proposed product.  Color changes,  model changes, style and  grade
           designations, cosmetic  type  changes,  or  changes  that  do  not
           materially  alter  the  specifications  of  a  Product  will   not
           constitute a new product  that requires Equilink's approval  under
           this paragraph.    The  interim approvals  given  by  MacMark  and
           Equilink through  its  counsel  during  the  negotiation  of  this
           Agreement are ratified by MacMark and Equilink.

      8.3  Materials Approval.   MacMark and Equilink  acknowledge that  they
           have approved SSG's current use  of the Trademarks in  advertising
           and promotional materials, including but not limited to: (a) SSG's
           uses on business  cards, letterhead, facsimile  cover sheets,  and
           stationery, examples of  which are attached  hereto as Exhibit  F;
           and (b) the uses in the  catalogs and web pages listed on  Exhibit
           G.   SSG will  provide to  Equilink (c/o  Arlana Cohen,  St.  Onge
           Steward Johnston  &  Reens,  L.L.C,  986  Bedford  Road,  Stamford
           Connecticut 06095, or such other person designated by Equilink  in
           accordance with  the  notice  provisions  of  paragraph  24),  for
           approval, a preproduction print  of any advertising, catalog  page
           or  other  promotional  material  that  contains  a  use  of   the
           Trademarks that was  not previously approved  and a completed  New
           Advertising and Promotional Approval Request Form substantially in
           the form attached as Exhibit H;  provided, however any use by  SSG
           or others (in  accordance with  paragraph 3.4)  of the  Trademarks
           that does not materially  differ from the  uses by SSG  previously
           approved by  Equilink or  MacMark (including  but not  limited  to
           replicating such uses on Internet  web pages, fliers, mailers  and
           other  advertising  pieces)  will   not  require  any   additional
           approvals.   Equilink  will  not  withhold  its  approval  of  the
           proposed use of the Trademarks unless: (a) such proposed use would
           violate the applicable use restrictions imposed by the  Settlement
           Agreement, dated April 9,  1981, among  MacGregor Sporting  Goods,
           Inc.,  MacGregor-Doniger  Inc.,  and  The  Brunswick  Corporation;
           (b) such proposed use  does not depict  the Trademarks  in a  type
           style previously  in  use  or  otherwise  approved;  or  (c)  such
           proposed use of the Trademarks  identifies products which are  not
           defined in Exhibit B-1 or otherwise subject to this Agreement.  If
           Equilink does not object  in writing to the  proposed new uses  of
           the Trademarks  within ten  (10) days  after  its receipt  of  the
           material, the  proposed new  uses will  be deemed  approved.   The
           interim approvals given by MacMark through its counsel during  the
           negotiation  of  this  Agreement  are  ratified  by  MacMark   and
           Equilink.

 9.   Right Of First  Refusal _ Additional  Products.   Equilink and  MacMark
      grant to SSG the first right to obtain a license to use the  Trademarks
      in connection  with any  products not  included  in the  definition  of
      "Products" in  this  Agreement  or otherwise  approved  by  MacMark  or
      Equilink and on which Equilink or  MacMark may license the  Trademarks,
      except (a) a license for the right to sell sneakers, athletic and other
      types of street shoes (but excluding cleats and rollerblades) under the
<PAGE>
      Trademarks; or (b) a  license to a  third-party (including Regent)  for
      the right to sell  any products under the  Trademarks whereby sales  by
      the prospective  third-party licensee  of  said products  are  strictly
      limited to  Brick and  Mortar Retailers  that are  not SSG's  Exclusive
      Customers and whereby said products  may not be advertised,  displayed,
      promoted, merchandised, offered  for sale, sold  or distributed by  the
      prospective third-party licensee through  E-Commerce.  Any  third-party
      license that is limited as set forth  in (b) above, will set forth  the
      limitations in writing and provide that the third-party licensee cannot
      circumvent these limitations by arrangements  that would result in  the
      licensed products being sold  via E-Commerce without  the owner of  the
      Brick and Mortar Retailer first purchasing the goods from the licensee.
      SSG recognizes  that  a  Brick and  Mortar  Retailer  who  legitimately
      purchases goods from another licensee will  have the ability to  resell
      the goods  on the  Brick and  Mortar  Retailer's own  web site.    Both
      Equilink and  MacMark shall  give SSG  sixty  (60) days  prior  written
      notice of  any  intent to  license  to a  third-party  the use  of  the
      Trademarks in connection with a specified  product not included in  the
      definition of Products in this Agreement.  Unless SSG notifies Equilink
      or MacMark within sixty  (60) days after SSG  receives the notice  from
      Equilink or MacMark that SSG intends to sell such product, Equilink  or
      MacMark may  proceed  to license  such  third party.  If  SSG  notifies
      Equilink or  MacMark within  sixty (60)  days  after SSG  receives  the
      notice from  Equilink and/or  MacMark that  SSG  intends to  sell  such
      product but fails to offer for sale such product as a MacGregor-branded
      Product within six (6) months from SSG's notice to Equilink or MacMark,
      Equilink or MacMark  may proceed to  license such third  party. In  the
      event that  SSG  elects to  sell  the product  as  a  MacGregor-branded
      Product, the terms of this Agreement will apply to such product for  so
      long as SSG advertises and offers for sale the product and the  product
      shall be deemed added to the  definition of Products set forth in  this
      Agreement; provided, however,  that if the  product is  not a  sporting
      goods product or a  sporting goods accessory,  then SSG's license  with
      respect to such product  will be on the  same financial terms  (royalty
      rate, minimums, and term of years) as that proposed by the third  party
      unless otherwise agreed between the parties  in writing.  In the  event
      SSG does not exercise its right of first refusal as set forth above and
      Equilink or  MacMark then  fails to  license the  proposed third  party
      licensee within 180  days, then SSG's  right of first  refusal on  such
      product will be revived  and the product will  again be subject to  the
      provisions of this  paragraph.  Similarly,  in the event  SSG does  not
      exercise its right of first refusal as set forth above and Equilink  or
      MacMark then grants  a license to  the proposed  third party  licensee,
      then when that license terminates SSG's right of first refusal on  such
      product will be revived  and the product will  again be subject to  the
      provisions of this paragraph

 10.  Regent Products and Classes Of Customers.

      10.1 Right of First  Refusal.  Equilink  and MacMark grant  to SSG  the
           right of first refusal to all rights Regent Sports has or  obtains
           under and in connection with  the Regent Agreement, including  all
           products licensed to  Regent Sports, all  classes of customers  to
           whom Regent Sports  is authorized to  advertise and sell  products
           and all Channels of Trade in which Regent Sports is authorized  to
           advertise and sell  products (the "Regent  Rights"), in the  event
           that the Regent Agreement is terminated, expires, or otherwise  is
           no longer effective.  To exercise this right of first refusal, SSG
           must match  either  (a) the  best  bona fide,  third  party  offer
<PAGE>
           Equilink or MacMark receives for  the Regent Rights within  ninety
           (90) days after the termination of the Regent Agreement (including
           any offer by Regent during that  time period); or (b) if there  is
           no such bona fide,  third party offer, the  original terms of  the
           Regent Agreement.   In the event  SSG and  MacMark, in  connection
           with SSG's  exercise of  this right  of  first refusal,  agree  to
           extend or expand the terms of the rights SSG acquires pursuant  to
           this right of first  refusal (for example, the  length of the  new
           agreement covering such  rights), then such  extended or  expanded
           terms shall be subject to the mutual agreement of the parties.  In
           the event  SSG does  not  elect to  exercise  its right  of  first
           refusal, then Equilink and MacMark may enter into an agreement  on
           the same terms offered to SSG (the "Offered Agreement"),  provided
           however: i)  the Offered  Agreement will  not conflict  with  this
           Agreement, including the rights granted  to SSG in this  paragraph
           10; and ii) if Equilink and MacMark do not enter into the  Offered
           Agreement within ninety  (90) days of  SSG notifying Equilink  and
           MacMark that SSG  is not exercising  its right  of first  refusal,
           then SSG's  right  of  first  refusal  will  be  revived  and  the
           provisions of this paragraph  10.1 will continue  to apply to  any
           offer for all or part of the Regent Rights.

      10.2 Nonexclusive Right  To Sell  Regent  Products To  Individuals  and
           On-Line Sellers.    In the  event  that the  Regent  Agreement  is
           terminated, expires, or otherwise is  no longer effective and  SSG
           does not exercise its right of first refusal for all of the rights
           granted to Regent  Sports as set  forth in  paragraph 10.1  above,
           then Equilink and MacMark grant to SSG the nonexclusive right  and
           license to promote, advertise,  merchandise, offer for sale,  sell
           and distribute  the Otherwise  Licensed  Products (and  all  other
           products licensed to Regent Sports under the Regent Agreement)  to
           Individual  Customers  and   On-Line  Sellers   in  the   Domestic
           Territory, pursuant  to  the terms  of  this Agreement,  with  SSG
           paying royalties as set forth in paragraph 4 herein.  In the event
           that SSG elects not to exercise  its right of first refusal  under
           paragraph 10.1 above, then Equilink and MacMark shall not: a) sell
           or offer to sell, or  b) license any rights  to offer for sale  or
           sell, the  Otherwise  Licensed  Products (or  any  other  products
           licensed to  Regent  Sports under  the  Regent Agreement)  via  E-
           Commerce although SSG recognizes that a Brick and Mortar  Retailer
           who purchases the Otherwise Licensed Products from a licensee will
           have the ability to resell the Otherwise Licensed Products on  the
           Brick and  Mortar  Retailer's own  web  site.   Stated  otherwise,
           neither Equilink nor  MacMark will  license to  a third-party  the
           right to  sell  the  Otherwise Licensed  Products  (or  any  other
           products licensed to Regent Sports under the Regent Agreement) via
           E-Commerce, provided,  however, SSG  recognizes that  a Brick  and
           Mortar Retailer who purchases the Otherwise Licensed Products from
           a licensee will have the ability to resell the Otherwise  Licensed
           Products on the Brick and Mortar Retailer's own web site.
<PAGE>

      10.3 No Waiver Of Regent Breaches.   Equilink and MacMark agree not  to
           (a) waive  any  material  defaults by  Regent  Sports  that  would
           automatically terminate the Regent  Agreement pursuant to  Section
           14 of that Agreement  or that would give  Equilink or MacMark  the
           right to terminate the Regent Agreement, (b) materially extend any
           deadlines for Regent Sports if doing so would prevent or delay the
           implementation of the  right of first  refusal set  forth in  this
           paragraph, or (c) extend the term  of the Regent Agreement  beyond
           the definitive periods of time  currently reflected in the  Regent
           Agreement.

 11.  MacMark's and Equilink's Covenant Concerning Other License  Agreements.
      In no instance shall Equilink or MacMark grant any additional  licenses
      or expand  any  existing  licenses to  use  the  Trademarks,  including
      expanding the grants in  the Other License  Agreements, to include  any
      Products not  already  licensed  to the  existing  licensee  under  its
      existing license, except  to the extent  such license  (a) is  strictly
      limited to sales by the prospective  third-party licensee to Brick  and
      Mortar Retailers that are  not SSG's Exclusive  Customers and (b)  does
      not include  the  right  for the  third-party  licensee  to  advertise,
      display, promote,  merchandise,  offer  for sale,  sell  or  distribute
      through E-Commerce.   Any license  permitted under  the prior  sentence
      will provide that the licensee  cannot circumvent these limitations  by
      arrangements that would result in the additionally licensed goods being
      sold through E-Commerce on the Brick and Mortar Retailer's own web site
      without the Brick and Mortar Retailer  first purchasing the goods  from
      the licensee.   SSG recognizes  that a  Brick and  Mortar Retailer  who
      purchases the Otherwise Licensed Products from a licensee will have the
      ability to  resell the  Otherwise Licensed  Products on  the Brick  and
      Mortar Retailer's own web site.

 12.  Cobranding Provision - Secondary Marks.  SSG agrees not to use  another
      designation on  any  MacGregor-branded  Product  without  MacMark's  or
      Equilink's permission  as set  forth below.    In connection  with  the
      execution of this Agreement, Equilink  and MacMark have approved  SSG's
      use, in any combination with the Trademarks, of all designations of any
      type used in connection with a  MacGregor-branded Products as shown  in
      the catalogs or on the websites listed on Exhibit G and the designation
      76C1-P on baseballs  (previously the subject  of an interim  approval).
      Any use of any  other designation on  a MacGregor-branded Product  will
      require Equilink's or MacMark's approval,  which approval shall not  be
      withheld  unless  such  use  would:  i)  violate  the  applicable   use
      restrictions imposed by the Settlement Agreement, dated April 9,  1981,
      among MacGregor Sporting Goods,  Inc., MacGregor-Doniger Inc., and  The
      Brunswick Corporation;  ii) infringe  the trademark  rights of  another
      party; or iii) be a scandalous  use that would tarnish the  Trademarks.
      Notwithstanding the foregoing,  neither Equilink nor  MacMark shall  be
      responsible  for  ascertaining  whether   such  other  designation   is
      available for use, and the approval of such use shall not mean the mark
      is available for  use.   During the term  of the  Agreement, SSG  shall
      remain solely responsible for ascertaining if such other designation is
      available for  use and  shall indemnify  Equilink and  MacMark for  any
      charges of infringement as set forth  in paragraph 17.  If Equilink  or
      MacMark does not  object in writing  to a proposed  new use of  another
      designation on any MacGregor-branded Product within ten (10) days after
      its receipt of notice  from SSG of the  intended use, the proposed  new
      use will be deemed  approved.  With respect  to all current and  future
      instances where SSG is using another designation with a Trademark on  a
<PAGE>
      MacGregor-branded Product,  SSG's use  of  such other  designations  in
      conjunction with the Trademarks during the  term of the Agreement  will
      inure to the benefit of MacMark.  Notwithstanding the foregoing, in  no
      event will this paragraph apply to give MacMark or Equilink any rights,
      nor will MacMark hold or acquire  any rights in, the name Sport  Supply
      Group, Inc. or any other name  (other than the Trademarks) under  which
      SSG does business or will do business in the future, any mark on  which
      SSG holds or has applied for  a registration, any mark licensed to  SSG
      by another party, or any style or grade designations unless such  style
      or grade  designation  is used  on  the  Product as  prominently  as  a
      Trademark.  Further, in no event  will this paragraph give MacMark  any
      right to use the  other designations prior to  the termination of  this
      Agreement.  The  names under  which SSG  does business  at the  current
      time, the marks on which SSG  holds or has applied for a  registration,
      and the marks licensed to SSG by another party are listed on Exhibit I.
      Further, nothing  in this  Agreement  constitutes a  representation  or
      stipulation by SSG that any of  the other designations are  protectable
      as trademarks or  have acquired secondary  meaning or  an agreement  by
      MacMark  or  Equilink  that  SSG  owns  or  has  rights  in  the  other
      designations.

 13.  Assignment and Sublicensing by SSG.  SSG may assign, sublicense  and/or
      subcontract its right under this Agreement  to any direct or  indirect,
      wholly-owned subsidiary of  SSG by providing  Equilink or MacMark  with
      written notice thereof.   Notwithstanding anything  to the contrary  in
      this Agreement,  SSG  may  assign, sublicense  and/or  subcontract  its
      rights or any  part of  its rights under  this Agreement  to any  other
      entity provided that it obtains prior written consent from Equilink  or
      MacMark, which consent  a) will not  be unreasonably  withheld; and  b)
      will be  provided  within ten  (10)  days of  Equilink's  or  MacMark's
      receipt of written notice  from SSG.  For  purposes of this  Agreement,
      neither a merger  nor a change  of control of  SSG (including,  without
      limitation, a sale of all or substantially all assets or a majority  of
      the voting stock of SSG, or  of any permitted assignee, sublicensee  or
      subcontractor) shall be  deemed a transaction  requiring Equilink's  or
      MacMark's consent or that affects the validity or effectiveness of this
      Agreement.  In  the event  of an  assignment, sublicense,  subcontract,
      merger or change of control of SSG in accordance with the provision  of
      this paragraph 13,  the Agreement will  remain binding  on MacMark  and
      Equilink and SSG's successors.

 14.  Third-Party Manufacturers.  Any third-party manufacturer that  provides
      SSG with MacGregor-branded Products will manufacture  MacGregor-branded
      goods of  at  least  the same  quality  of  MacGregor-branded  Products
      offered by SSG as of the date of this Agreement.

 15.  Goodwill.  SSG recognizes: (i) the goodwill inherent in the  Trademarks
      and acknowledges that the goodwill attached thereto does not belong  to
      SSG; and (ii) the Trademarks have secondary meaning in the mind of  the
      public.   SSG  agrees  that  during the  term  of  this  Agreement  and
      thereafter, SSG will not attack or contest the Trademarks on the  basis
      that they fail to function as Trademarks to identify the source, origin
      or sponsorship of a product.  Notwithstanding the foregoing, SSG, after
      the termination  of this  Agreement, shall  have the  right to  contest
      MacMark's  ownership   of  the   Trademarks  (including   any   alleged
      abandonment of  the Trademarks),  MacMark's  and Equilink's  right  and
      authority to license the Trademarks, and whether there is a  likelihood
      of confusion between the Trademarks and any other marks.
<PAGE>

 16.  Trademark Registration  and  Maintenance.   During  the  term  of  this
      Agreement, MacMark shall use its best  efforts to obtain, maintain  and
      renew the Trademarks and the registrations thereof and shall not permit
      other persons to use the Trademarks  in any manner that would  conflict
      with SSG's rights  under this Agreement.   MacMark  agrees to  promptly
      file and  prosecute an  application in  the  United States  Patent  and
      Trademark Office (the "USPTO") to register the mark previously  covered
      by registration number 1,388,926, which registration has been canceled,
      and to  promptly file  and prosecute  an application  in the  USPTO  to
      register the "MacGregor Pro"  mark.  In  addition, upon SSG's  request,
      MacMark will  promptly  apply  for  additional  registrations  for  the
      Trademarks in the  Domestic Territory or  the International  Territory.
      SSG shall pay one-half  of the cost to  obtain, maintain and renew  the
      trademark registrations  that  SSG has  requested,  provided,  however,
      SSG's share of such costs shall not exceed $1,000.  MacMark can request
      that SSG cooperate with  it to obtain  such trademark registrations  as
      may be necessary to protect the Trademarks in those countries where SSG
      is using the  Trademarks.   In those  instances where  MacMark and  SSG
      determine that a trademark registration should  be filed, SSG will  pay
      one-half (1/2) of the cost to  obtain such registration, which cost  of
      each application shall be capped at  one thousand dollars ($1,000)  for
      each party.   SSG  shall cooperate  with MacMark  in order  to  obtain,
      maintain  and  renew   trademark  registrations,  including   providing
      evidence of use of the trademarks if required by the relevant trademark
      office.  Each  party shall  promptly notify the  other of  any and  all
      infringements, imitations,  illegal use  or misuse  of the  Trademarks,
      which come  to the  party's attention.    MacMark shall  determine  the
      manner of handling any infringements or claims involving the Trademarks
      and shall promptly  notify SSG of  its course of  action.   SSG may  be
      represented in any pending or threatened action or proceeding  relating
      to any infringements  or claims concerning  the Trademarks  at its  own
      expense, by its  own counsel, provided  that SSG shall,  at all  times,
      cooperate  with  MacMark   and  its   counsel  with   respect  to   any
      infringements or  claims.   Upon  MacMark's  request and  at  MacMark's
      expense, SSG  shall join  as  a party  to  any litigation  where  SSG's
      joinder is required by Rule 19 of the Federal Rules of Civil  Procedure
      or the  similar  applicable  state  rule  of  procedure.    If  MacMark
      determines not to take any action with respect to any infringements  or
      claims concerning the Trademarks, then SSG  may, at its own option  and
      sole expense,  take such  action as  it deems  appropriate and  MacMark
      shall cooperate  with SSG  in connection  with said  action.   In  such
      instances where  SSG takes  action, upon  SSG's  request and  at  SSG's
      expense, MacMark  shall  join  as  a  party  to  any  litigation  where
      MacMark's joinder is required by Rule 19 of the Federal Rules of  Civil
      Procedure or  the similar  applicable state  rule  of procedure.    Any
      recovery as a result of any such action by MacMark or SSG shall  belong
      solely to the party participating in  the action except to the  extent:
      (i) any recovery shall first be used to reimburse those persons  paying
      the expenses  and  attorneys' fees  of  the litigation;  and  (ii)  any
      recovery represents  damage to  the other  party, in  which event  such
      recovery shall belong solely to the  other party.  Notwithstanding  the
      foregoing, SSG shall have  no obligation to pay  any costs or  expenses
      incurred in  connection  with recording  security  interests,  security
      interest releases or  assignments in connection  with applications  and
      registrations for the Trademarks or otherwise rectifying any defect  in
      the chain of title of any of the applications and registrations for the
      Trademarks.

<PAGE>
 17.  Indemnification by SSG. SSG shall be solely responsible for and  agrees
      to  indemnify  MacMark,   Equilink  and   their  respective   officers,
      directors, agents and employees, and to hold each of them harmless from
      any claims, damages, causes of action or damages, including  reasonable
      attorneys' fees, arising  out of  or in  connection with  SSG's or  its
      assignees,  or  sublicensees'   manufacture,  sale,  distribution,   or
      advertising  of  the  MacGregor-branded  Products,  including,  without
      limitation, product liability and claims based solely on the use by SSG
      during the term  of the  Agreement of  any other  designation with  the
      Trademarks, but  excluding  any claims  for  use of  any  Trademark  in
      violation of another's rights.

 18.  Insurance.  SSG agrees that, throughout the term of this Agreement  and
      for not less  than three (3)  years following the  termination of  this
      Agreement, it will  maintain liability insurance  against claims  based
      upon  products  liability  for  the  MacGregor-branded  Products   with
      reputable insurance companies at the following levels.

      -----------------------------    --------------------------------------
      Criteria                         Required Level of Insurance
      As of the Effective Date of      Insurance of not less than
      this Agreement                   $500,000 per occurrence and
                                       $1,000,000 in the aggregate,
                                       in each case with such
                                       deductions or self-insured
                                       retainages as are customary
                                       in the industry
      -----------------------------    --------------------------------------
      gross sales (after deducting     Insurance of not less than
      Outbound Freight, taxes,         $500,000 per occurrence and
      returns and sales credit) of     $1,000,000 in the aggregate,
      MacGregor-branded Products in    in each case with such
      any Royalty Year are less        deductions or self-insured
      than $50 million                 retainages as are customary
                                       in the industry
      -----------------------------    --------------------------------------
      gross sales (after deducting     Insurance of not less than
      Outbound Freight, taxes,         $500,000 per occurrence and
      returns and sales credit) of     $2,000,000 in the aggregate,
      MacGregor-branded Products in    in each case with such
      any Royalty Year exceed $50      deductions or self-insured
      million                          retainages as are customary
                                       in the industry
      -----------------------------    --------------------------------------
      for each incremental increase    increase in aggregate
      over $50 million of $25          insurance level by $1
      million in gross sales (after    million, with such deductions
      deducting Outbound Freight,      or self-insured retainages as
      taxes, returns and sales         are customary in the industry
      credit) of Macgregor-branded
      Products in any Royalty Year
      -----------------------------    --------------------------------------
      for the three years following    Insurance in the same amount
      the valid termination of this    as required for the Royalty
      Agreement in accordance with     Year immediately preceding
      the provisions of paragraph 6    the valid termination of this
                                       Agreement in accordance with
                                       the provisions of paragraph 6
      -----------------------------    --------------------------------------
<PAGE>

      In any instance when this paragraph requires an increase or reduction
      in insurance based on the gross sales (after deductions) in a given
      Royalty Year, the change in insurance shall be effective from six (6)
      months after the end of that Royalty Year until another change in
      insurance is required.  With regard to products' liability, SSG will
      request that such insurance policies be endorsed, and in force from
      the Effective Date, to name MacMark, Equilink and their respective
      officers, directors, employees and agents thereof as additional
      insured with respect to claims arising under Paragraph 17.

 19.  Indemnification by MacMark and Equilink Against Trademark Infringement.
      MacMark and Equilink shall defend, indemnify and save harmless SSG, its
      agents, distributors,  sublicensees,  officers,  directors,  employees,
      shareholders, successors  and  assigns,  and each  of  them,  from  and
      against any and all  claims, actions and  suits, whether groundless  or
      otherwise, and from  and against  any and  all liabilities,  judgments,
      lawsuits, damages, costs, charges, attorneys' fees, and other  expenses
      of every nature and character by reason of violation or infringement of
      any trademarks and/or service marks held by third parties, based on SSG
      exercising its rights  related to  the Trademarks  granted pursuant  to
      this Agreement (other than claims based solely on SSG's use during  the
      term of  the  Agreement of  other  designations with  the  Trademarks),
      provided that   a)  SSG notifies  MacMark and  Equilink of  such  claim
      promptly after  SSG  learns  of same;  b)  Equilink  and  MacMark  have
      exclusive control  over  the defense  and  monetary settlement  of  any
      proceeding related to such  claim; and c)  SSG provides MacMark  and/or
      Equilink such assistance in relation to  such proceeding as MacMark  or
      Equilink may reasonably request.

 20.  Encumbrance of  Trademarks  and  Assignment By  MacMark  and  Equilink.
      MacMark and  Equilink  represent and  agree  that they  have  not,  and
      neither  they  nor  any  successor  will,  sell,  assign,  transfer  or
      otherwise encumber any of their rights in the Trademarks or create  any
      lien, pledge  or  security interest  in  the Trademarks,  or  any  part
      thereof, or permit the Trademarks or  any part thereof to be or  become
      subject to any lien, pledge or  security interest, attachment or  other
      encumbrance without the express written  consent of SSG, which  consent
      will not be unreasonably  withheld.  It shall  not be unreasonable  for
      SSG to withhold consent if, among other things: i) the person or entity
      to which MacMark proposes  to sell, assign,  transfer, pledge, grant  a
      lien or security interest in or otherwise encumber the Trademarks is  a
      competitor of SSG, is of poor or unsatisfactory financial condition, is
      in a scandalous or unsavory business, or has a poor reputation; or  ii)
      MacMark proposes to  pledge, grant a  lien or security  interest in  or
      otherwise encumber the  Trademarks without first  agreeing to give  and
      giving SSG, in  a form and  substance acceptable to  SSG, a first  lien
      security interest in the Trademarks to secure MacMark's and  Equilink's
      performance under this Agreement and to  secure any damages that  would
      accrue to SSG  in the event  of a rejection  of this  Agreement in  any
      bankruptcy proceeding.  Without limiting SSG's discretion to consent or
      withhold consent to any of the foregoing, no security interest or other
      lien created by  MacMark or Equilink  in the Trademarks  will be  valid
      until the secured party has agreed in writing with SSG that the secured
      party's rights and interests in the  Trademarks will be subordinate  to
      the rights of SSG in the  Trademarks as provided in this Agreement  and
      pursuant to any security interest to be granted to SSG pursuant to  the
      immediately preceding  sentence.   Notwithstanding  the  foregoing:  i)
      MacMark and Equilink have the right to assign and pledge the  royalties
<PAGE>
      due to it under this Agreement and to direct SSG to pay such  royalties
      to another  party  so  long  as  such  assignment  and  pledge  do  not
      constitute an encumbrance or lien on or a pledge of the Trademarks; and
      ii) neither a merger  nor a change of  control of Riddell Sports,  Inc.
      (including, without  limitation, a  sale of  all or  substantially  all
      assets or a majority of the voting stock of Riddell Sports, Inc.) shall
      be  deemed  a   transaction  requiring  SSG's   consent  (unless   such
      transaction would result in  the sale, assignment,  or transfer of  the
      Trademarks or a lien, pledge, or  security interest in the  Trademarks)
      or that affects the validity or  effectiveness of this Agreement.   SSG
      agrees that a sale of all of the stock of MacMark and Equilink, as part
      of the sale by Riddell Sports, Inc.  of a majority of the voting  stock
      or the sale  of all  or substantially  all of  the assets  to the  same
      purchaser of  one or  more  of: i)  Riddell  Sports, Inc.,  a  Delaware
      corporation ii)  Riddell, Inc.,  an Illinois  corporation iii)  or  All
      American Sports  Corporation, a  Delaware corporation  is not  a  sale,
      assignment, or  transfer  of  the Trademarks  or  a  lien,  pledge,  or
      security interest in the Trademarks  that requires SSG's consent  under
      this paragraph 20 so long as such sale is not to a competitor of SSG or
      to a  person or  entity  who is  of  poor or  unsatisfactory  financial
      condition, is  in a  scandalous or  unsavory business,  or has  a  poor
      reputation.   In the  event of  a sale,  transfer, assignment,  pledge,
      lien, merger or change of control made in accordance with the provision
      of this paragraph 20, this Agreement will remain binding on the parties
      and their successors.

 21.  Dispute  Resolution  Procedure  For  Certain  Disputes.  Any  and   all
      disputes, claims, demands,  causes of action,  controversies and  other
      matters in question between the parties  arising out of or relating  to
      any non-material breach of this Agreement, including but not limited to
      the matters  set  out  in paragraph  6.3  (regardless  of  whether  (a)
      allegedly extra-contractual in nature,  (b) sounding in contract,  tort
      or otherwise, (c) provided  for by applicable law  or otherwise or  (d)
      seeking damages  or any  other relief,  whether at  law, in  equity  or
      otherwise) (collectively, "Arbitrable Disputes")  shall be resolved  as
      set forth in this paragraph 21.  A material breach of this Agreement is
      not subject to  this paragraph 21  (including, but not  limited to  the
      provisions of paragraph 21.5).

      21.1 Level 1 Dispute Procedure. Upon the  written request of any  party
           to this Agreement (the  "Dispute Notice"), SSG,  on the one  hand,
           and MacMark and Equilink, on the other hand, shall each appoint  a
           designated representative whose  task shall be  to meet the  other
           party's designated representative (by conference telephone call or
           in person at a mutually agreeable site) in an endeavor to  resolve
           any  Arbitrable  Dispute  ("Level   1  Dispute  Procedure").   The
           designated representatives  shall meet  as  often as  the  parties
           reasonably deem necessary  to discuss the  Arbitrable Dispute  and
           negotiate in good  faith in an  effort to  resolve the  Arbitrable
           Dispute without the necessity of any formal proceeding.
<PAGE>

      21.2 Level 2 Dispute Procedure. If resolution of the Arbitrable Dispute
           is not  resolved within  sixty  (60) days  from  the date  of  the
           Dispute Notice (as  may be  mutually extended)  a chief  executive
           officer or President (or a functional  equivalent) of each of  the
           parties shall meet (by conference telephone call or in person at a
           mutually agreeable site) within  seventy-five (75) days after  the
           date of the Dispute Notice (as  may be mutually extended) for  the
           purpose of  endeavoring  to  resolve  such  unresolved  Arbitrable
           Dispute.

      21.3 Submission of Dispute to Mediation. If  the parties are unable  to
           resolve the Arbitrable Dispute within eighty-five (85) days  after
           the date of the Dispute Notice (as may be mutually extended),  the
           parties shall thereafter immediately submit the Arbitrable Dispute
           to mediation in accordance with the Commercial Mediation Rules  of
           the AAA and  shall bear equally  the costs of  the mediation.  The
           parties will  act in  good faith  to  jointly appoint  a  mutually
           acceptable mediator, seeking  assistance in such  regard from  the
           AAA as necessary. The parties agree  to participate in good  faith
           in the mediation and negotiations related thereto for a period  of
           thirty (30) days commencing with the selection of the mediator and
           any extension of such period as mutually agreed to by the parties.

      21.4 Arbitration. If  the parties  cannot agree  to a  mediator  within
           ninety-five (95) days of  the Dispute Notice  (as may be  mutually
           extended) or if the Arbitrable Dispute  is not resolved within  30
           days after the  beginning of the  mediation and  any extension  of
           such periods as mutually agreed to by the parties, the  Arbitrable
           Dispute shall be submitted to, and finally determined by,  binding
           arbitration in accordance  with the following  provisions of  this
           paragraph, regardless of the amount in controversy or whether such
           Arbitrable Dispute would  otherwise be  considered justiciable  or
           ripe for resolution by a court or arbitration.

           Any such arbitration shall be conducted  by the AAA in  accordance
           with its  current  Commercial  Arbitration  Rules,  including  the
           optional rules for  Expedited Procedures (E-1  through E-10)  (the
           "AAA Rules"), except to the extent that: i) the AAA Rules conflict
           with  the  provisions  of  this  paragraph,  in  which  event  the
           provisions of this paragraph shall control;  or ii) the AAA  Rules
           conflict with the Federal  Rules of Evidence  (and any rules  they
           incorporate,  adopt  or   refer  to)   regarding  privileges   and
           exemptions, which rules  will apply.

           The arbitration shall be conducted  by one neutral arbitrator  who
           shall be appointed in  accordance with the  AAA Rules (the  "Basic
           Qualifications").

           Should  an  Arbitrator  refuse  or  be  unable  to  proceed   with
           arbitration  proceedings  as  called  for  by  this  paragraph,  a
           substitute Arbitrator possessing the Basic Qualifications shall be
           appointed by  the AAA  in accordance  with the  AAA Rules.  If  an
           Arbitrator  is  replaced   after  the   arbitration  hearing   has
           commenced, then a  rehearing shall take  place in accordance  with
           the provisions of this paragraph and the AAA Rules.
<PAGE>

           If  SSG  sends  the  Dispute  Notice,  the  arbitration  shall  be
           conducted in New York, New York; provided that the Arbitrator  may
           from time to time convene, carry on hearings, inspect property  or
           documents and take  evidence at any  location that the  Arbitrator
           deems appropriate.    If MacMark  or  Equilink sends  the  Dispute
           Notice, the  arbitration  shall  be conducted  in  Dallas,  Texas;
           provided that the Arbitrator may from time to time convene,  carry
           on hearings, inspect  property or documents  and take evidence  at
           any location that the Arbitrator deems appropriate.

           Within thirty  (30)  days after  the  closing of  the  arbitration
           hearing, the  Arbitrator  shall  prepare  and  distribute  to  the
           parties a written award,  setting forth the Arbitrator's  findings
           of facts  and  conclusions  of  law  relating  to  the  Arbitrable
           Dispute, including the  reasons for the  giving or  denial of  any
           requested  remedy  or  relief.  The  Arbitrator  shall  have   the
           authority to award any remedy or relief that a court of  competent
           jurisdiction  could  order   or  grant;   provided  however,   the
           Arbitrator shall not have authority  to: i) determine, declare  or
           enter an award finding that the Agreement is terminated; ii) enter
           any award that is inconsistent with  a non-material breach of  the
           Agreement;  or  iii)  grant  or  award  indirect,   consequential,
           punitive or exemplary damages of any kind.

           To the  extent that  the  relief or  remedy  granted in  an  award
           rendered by the Arbitrator is relief or a remedy on which a  court
           could enter judgment, a  judgment upon the  award rendered by  the
           Arbitrator  may  be  entered  in  any  court  having  jurisdiction
           thereof. Otherwise, the award shall be binding upon the parties in
           connection with their obligations under this Agreement and in  any
           subsequent  arbitration  or   judicial  proceedings  between   the
           parties.

           Notwithstanding the choice of law provision set forth in paragraph
           28 of this Agreement, The Federal Arbitration Act, 9 U.S.C. SS1 to
           14, except  as modified  by this  paragraph 21,  shall govern  the
           enforcement this paragraph 21.

      21.5 Recourse to Courts and Other Remedies. Notwithstanding the dispute
           resolution procedures contained in  this paragraph, any party  may
           apply to  any  court  having  jurisdiction  (a)  to  enforce  this
           Agreement to arbitrate, (b) to  preserve a superior position  with
           respect to other creditors  (c) to enforce  any final judgment  or
           award of the Arbitrator  or (d) to challenge  or vacate any  final
           judgment, award  or  decision  of the  Arbitrator  that  does  not
           comport with the express provisions of this paragraph.

      21.6 Attorneys'  Fees  And  Costs.     The  prevailing  party  in   the
           Arbitration shall  be entitled  to recover  reasonable  attorneys'
           fees, expert  witness  fees,  arbitrator  fees,  and  other  costs
           incurred in the Arbitration,  in addition to  any other relief  to
           which it may be entitled.

 22.  Assignment.  This Agreement  shall be binding upon  and shall inure  to
      the benefit of  the parties and  their successors and  assigns, to  the
      extent successors and assigns are permitted by this Agreement.
<PAGE>

 23.  No Implied Waivers.  The failure of any party, at any time, to  require
      performance by  the other  parties of  any provision  hereof shall  not
      affect in any way the right to require such performance at any time  in
      the future, nor shall  the waiver by  either party of  a breach of  any
      provision hereof be taken or held to be a waiver of such provision.   A
      waiver by any  of the  parties hereto of  any breach  of the  Agreement
      shall not be construed to be a waiver of any succeeding breach thereof.

 24.  Notices.  Except as otherwise  specifically provided in paragraphs  8.2
      (New Product  Approval)  and  8.3  (Materials  Approval),  all  notices
      required or permitted to be given by this Agreement shall be in writing
      and shall be deemed  given and received:  a) when personally  delivered
      with proof of delivery,  b) when received  if transmitted by  facsimile
      with proof or  delivery, or c)  on the third  business day after  being
      mailed when  mailed by  registered or  certified mail  (return  receipt
      requested) to the parties at the following addresses (or at such  other
      address for a party as shall be specified by notice given to the  other
      parties pursuant to this provision):

      If to MacMark or Equilink:    MacMark Corporation
                                    1450 Broadway, Suite 2001
                                    New York, New York 10018
                          Attn:     Chief Executive Officer

                with a copy to:     St. Onge Steward Johnston & Reens, L.L.C.
                                    986 Bedford Road
                                    Stamford Connecticut 06905
                          Attn:     Arlana Cohen

      If to SSG:                    Sport Supply Group, Inc.
                                    1901 Diplomat Drive
                                    Farmers Branch, Texas  75234
                          Attn:     General Counsel

                with a copy to:     Hughes & Luce, L.L.P.
                                    1717 Main Street, Suite 2800
                                    Dallas, Texas  75201
                          Attn:     R. Matthew Molash

 25.  Representations, Warranties and Covenants of MacMark, Equilink and (for
      purposes of paragraph 25.5) Riddell.  Notwithstanding any investigation
      or due diligence by  SSG, MacMark and  Equilink represent, warrant  and
      covenant to SSG as follows:

      25.1 Organization and  Authorization.   MacMark and  Equilink are  both
           corporations duly organized, validly existing and in good standing
           under the laws  of the  state of  Delaware, and  are wholly  owned
           subsidiaries of Riddell  Sports, Inc.   MacMark and Equilink  have
           corporate power  to enter  into and  carry out  their  obligations
           under this Agreement.  This Agreement will be a valid and  binding
           obligation of MacMark and Equilink when executed by all parties.
<PAGE>

      25.2 Conflicts With  Other  Agreements.    Neither  the  execution  and
           delivery  of   this  Agreement   nor  the   consummation  of   the
           transactions contemplated hereunder will conflict with, violate or
           constitute a default  under any agreement  or instrument to  which
           MacMark or Equilink is  a party, individually,  or jointly, or  by
           which MacMark's or  Equilink's rights, title  and interest in  the
           Trademarks may be affected.  To the extent MacMark has  previously
           granted to Equilink any  rights inconsistent with this  Agreement,
           MacMark  and  Equilink  agree  those  right  are  hereby  revoked.
           Specifically,  but  without   limitation,  MacMark  and   Equilink
           represent that where MacMark is given the right and obligation  in
           this Agreement to approve  products and advertising, MacMark,  and
           not Equilink, has the right and power to give such approvals.

      25.3 No Insolvency.   Neither MacMark  nor Equilink  are insolvent  and
           this Agreement  is  not being  entered  into in  contemplation  of
           either  company's  insolvency  nor  are  such  transactions  being
           consummated with any  intent to hinder,  delay or  defraud any  of
           their creditors.

      25.4 Other.  MacMark owns the entire  right, title and interest in  and
           to the MacMark Trademarks and the MacMark Registrations listed  on
           Exhibit A-1, free and clear of  all liens, claims or  encumbrances
           of any kind, the MacMark Registrations  listed on Exhibit A-1  are
           valid and subsisting, and Equilink has exclusive rights to license
           the MacMark  Trademarks.    MacMark  is  one  of  two  members  of
           MacGregor Corporation, a Delaware nonstock corporation ("MacGregor
           Corporation"), and MacMark has the right  to appoint three (3)  of
           the six  (6)  members  of the  Board  of  Directors  of  MacGregor
           Corporation.  MacGregor Corporation owns the entire, right,  title
           and interest in and to the MacGregor Corporation Trademarks listed
           on  Exhibit  A-2,  free  and  clear   of  all  liens,  claims   or
           encumbrances of any kind, the MacGregor Corporation  Registrations
           listed on Exhibit A-2  are valid and  subsisting, and MacMark,  as
           the successor to MacGregor Sporting Goods, Inc. ("MSG") under that
           certain License Agreement  between MacGregor  Corporation and  MSG
           dated June 8, 1984  (the "MSG Agreement")  and otherwise, has  the
           exclusive right  to use,  and to  sublicense  others to  use,  the
           MacGregor Corporation Trademarks  on all  athletic products  other
           than golf clubs,  golf balls, golf  bags and  other products  used
           exclusively in connection  with the sport  of golf.   The  License
           Agreement between Equilink (as the  successor to Netlink, Inc.,  a
           Texas corporation) and  MacMark dated April  18, 1988 and  amended
           July 30,  1992  and  November, 1992  is  a  valid  and  subsisting
           agreement  between  the  parties  to  that  agreement,  and   that
           agreement, the Other  License Agreements, the  MSG Agreement,  and
           this Agreement constitute all of the license agreements concerning
           the Trademarks to which  MacMark or Equilink is  a party or  under
           which MacMark or Equilink has  rights or obligations with  respect
           to the Trademarks.  SSG's use of the Trademarks in accordance with
           and for the purposes set forth in this Agreement will not infringe
           the contractual  or  proprietary  rights of  any  third  party  or
           conflict with  the Other  License Agreements.   To  MacMark's  and
           Equilink's knowledge, there is  no infringement of the  Trademarks
           by any third  party.   The Trademarks  are all  of the  trademarks
           containing the  "MacGregor" name  or any  derivation thereof  that
           MacMark or Equilink owns or has the right to use.
<PAGE>

      25.5 Operations  of  MacMark  and  Equilink.    Riddell  Sports,   Inc.
           ("Riddell"), MacMark and Equilink represent, warrant and  covenant
           to SSG  that: i)  Riddell owns  all of  the stock  of MacMark  and
           Equilink free and clear of any liens, claims or encumbrances;  and
           ii) without SSG's written consent, which will not be  unreasonably
           withheld, neither MacMark nor Equilink will engage in any business
           activity other than  the ownership, maintenance  and licensing  of
           the Trademarks.

 26.  Representations  and   Warranties   of  SSG.      Notwithstanding   any
      investigation or due diligence by  MacMark or Equilink, SSG  represents
      and warrants to MacMark and Equilink as follows:

      26.1 Organization  and  Authorization.    SSG  is  a  corporation  duly
           organized, validly existing and in good standing under the laws of
           the state of Delaware.  SSG has the corporate power to enter  into
           and  carry  out  its  obligations  under  this  Agreement.    This
           Agreement will  be a  valid and  binding  obligation of  SSG  when
           executed by all parties.

      26.2 Conflicts With  Other  Agreements.    Neither  the  execution  nor
           delivery  of   this  Agreement   nor  the   consummation  of   the
           transactions contemplated hereby  will conflict  with, violate  or
           constitute a default  under any agreement  or instrument to  which
           SSG is a party.

      26.3 Insolvency.  SSG is not insolvent and this Agreement is not  being
           entered into  in  contemplation of  its  insolvency nor  are  such
           transactions being consummated with any intent to hinder, delay or
           defraud any of its creditors.

 27.  Entire Agreement; Amendment.   This Agreement,  including all  Exhibits
      referred to in the Agreement, contains the entire understanding between
      the parties  with respect  to the  subject  matter hereof  and  amends,
      restates and supersedes all prior  and contemporaneous written or  oral
      negotiations and agreements between  them regarding the subject  matter
      hereof except as otherwise  expressly provided in  paragraph 1 of  this
      Agreement.  Any reliance by any  party on any prior or  contemporaneous
      written or  oral negotiations  or statements  would be  unintended  and
      unjustified.  This Agreement may be amended only by a writing signed by
      all of the parties hereto.

 28.  Governing Law and  Jurisdiction.  The  parties hereby  consent to  non-
      exclusive jurisdiction  of  any  federal  court  of  New  York.    This
      Agreement  shall  be  governed  by  and  interpreted  and  enforced  in
      accordance with the laws of the State of New York.

 29.  Captions.  The captions of the paragraphs and subsidiary paragraphs  of
      this Agreement are  included for reference  purposes only  and are  not
      intended to be a part of this Agreement or in any way to define,  limit
      or describe the scope  or intent of the  particular provision to  which
      they refer.

 30.  Remedies.  Except  as otherwise provided  in this Agreement,  including
      without limitation paragraphs 6  and 21, all  remedies provided for  in
      this Agreement shall be cumulative and  in addition to and not in  lieu
      of any  other remedies  available to  any party  at law,  in equity  or
      otherwise.
<PAGE>

 31.  Consent to Limited  Assignment. Equilink and  MacMark consent to  SSG's
      limited assignment by SSG to SSG's lender(s) of SSG's rights under this
      Agreement, so long as such limited  assignment is substantially in  the
      form of the Limited Assignment attached as Exhibit J.

 32.  Severability.  If any provision of this Agreement is declared or  found
      to be illegal,  unenforceable or void,  in whole or  in part, then  the
      parties  will  be  relieved  of  all  obligations  arising  under  such
      provision, but only to the extent it is illegal, unenforceable or void.
      The intent and agreement of the parties is that this Agreement will  be
      deemed amended by  modifying any  such illegal,  unenforceable or  void
      provision to  the extent  necessary to  make it  legal and  enforceable
      while  preserving  its  intent,  or  if   such  is  not  possible,   by
      substituting therefor another provision  that is legal and  enforceable
      and achieves the same objectives.   Notwithstanding the foregoing,  the
      remainder of this Agreement will not be affected by such declaration or
      finding and is capable of substantial performance, then each  provision
      not so affected will be enforced to the extent permitted by law.

 33.  Attorneys' Fees.  If  any legal proceeding  (other than an  arbitration
      under paragraph 21) is brought for  the enforcement of this  Agreement,
      or because  of  an  alleged breach,  default  or  misrepresentation  in
      connection with  any  provision  of this  Agreement  or  other  dispute
      concerning this Agreement, the successful or prevailing party shall  be
      entitled to recover reasonable attorneys' fees and other costs incurred
      in that proceeding, in addition to any other relief to which it may  be
      entitled.  In  any arbitration under  paragraph 21,  the provisions  of
      that paragraph will govern the award of attorneys' fees.

 34.  Force Majeure.   MacMark and Equilink  understand and acknowledge  that
      SSG may not be liable for any loss, damage, detention, delay or failure
      to perform (including but not limited to any failure to meet the Target
      Revenue provision  of  paragraph 6.5)  or  cure  in whole  or  in  part
      resulting from causes beyond SSG's control, including, but not  limited
      to, fires,  strikes,  insurrections,  riots,  embargoes,  shortages  or
      delays  in  transportation,  inability   to  obtain  supplies  of   raw
      materials,  or  requirements  or  regulations  of  the  United   States
      government or  any other  governmental,  civil or  military  authority.
      Furthermore, it is understood that in no event shall SSG be liable  for
      consequential damages.  In  the event any party  is unable to take  any
      action within a specified time as required by this Agreement (including
      but not limited to any failure to meet the Target Revenue provision  of
      paragraph 6.5  or to  cure an  alleged breach)  as a  result of  causes
      beyond the  party's  control, including,  but  not limited  to,  fires,
      strikes,  insurrections,  riots,  embargoes,  shortages  or  delays  in
      transportation, inability  to  obtain  supplies of  raw  materials,  or
      requirements or  regulations of  the United  States government  or  any
      other governmental, civil or military authority, then the time for such
      party to take such action shall be extended by the length of time  such
      conditions exist.

 35.  Counterparts.    This  Agreement  may  be  executed  in  one  or   more
      counterparts, each of  which shall be  deemed an original,  but all  of
      which together shall constitute one and the same instrument.
<PAGE>

 IN WITNESS  WHEREOF,  each of  the  undersigned has  caused  its  authorized
 representative to execute this Agreement to be effective as of the Effective
 Date.


 MACMARK CORPORATION

 BY:__________________________________

 PRINTED NAME:______________________

 TITLE:_______________________________


 EQUILINK LICENSING CORPORATION

 BY:__________________________________

 PRINTED NAME:______________________
 TITLE:_______________________________


 SPORT SUPPLY GROUP, INC.


 BY:__________________________________

 PRINTED NAME:______________________

 TITLE:_______________________________


 RIDDELL SPORTS, INC. (AS TO PARAGRPAH 25.5 ONLY)

 BY:__________________________________

 PRINTED NAME:______________________

 TITLE:_______________________________