##### 



LOAN AND SECURITY AGREEMENT
 by and among
 CONGRESS FINANCIAL CORPORATION (SOUTHWEST)
 as Lender
 and
 SPORT SUPPLY GROUP, INC. and
 ATHLETIC TRAINING EQUIPMENT COMPANY, INC.
 as Borrower
 Dated: March 27, 2001




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##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS
    
    
    1SECTION 2. CREDIT FACILITIES
    
    
    132.1 Revolving Loans
    
    
    132.2 Letter of Credit Accommodations
    
    
    152.3 [Intentionally Omitted.]
    
    
    172.4 Availability Reserves
    
    
    172.5 Joint and Several Liability; Rights of Contribution
    
    
    172.6 Structure of Credit Facility
    
    
    18SECTION 3. INTEREST AND FEES
    
    
    193.1 Interest
    
    
    193.2 Closing Fee
    
    
    213.3 Servicing Fee
    
    
    213.4 Unused Line Fee
    
    
    213.5 Changes in Laws and Increased Costs of Loans
    
    
    21SECTION 4. CONDITIONS PRECEDENT
    
    
    224.1 Conditions Precedent to Initial Loans and Letter of Credit Accommodations
    
    
    224.2 Conditions Precedent to All Loans and Letter of Credit Accommodations
    
    
    24SECTION 5. GRANT OF SECURITY INTEREST
    
    
    25SECTION 6. COLLECTION AND ADMINISTRATION
    
    
    266.1 Borrowers Loan Account
    
    
    266.2 Statements
    
    
    266.3 Collection of Accounts
    
    
    266.4 Payments
    
    
    276.5 Authorization to Make Loans
    
    
    276.6 Use of Proceeds
    
    
    286.7 Reliance on Notices; Appointment of Borrower Representative
    
    
    28SECTION 7. COLLATERAL REPORTING AND COVENANTS
    
    
    297.1 Collateral Reporting
    
    
    297.2 Accounts Covenants
    
    
    297.3 Government Receivables Covenants
    
    
    317.4 Inventory Covenants
    
    
    317.5 Equipment Covenants
    
    
    327.6 Power of Attorney
    
    
    327.7 Right to Cure
    
    
    337.8 Access to Premises
    
    
    34SECTION 8. REPRESENTATIONS AND WARRANTIES
    
    
    348.1 Corporate Existence, Power and Authority; Subsidiaries
    
    
    348.2 Financial Statements; No Material Adverse Effect
    
    
    358.3 Chief Executive Office; Collateral Locations
    
    
    358.4 Priority of Liens; Title to Properties
    
    
    358.5 Tax Returns
    
    
    35
 (i)




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##### 



Page8.6 Litigation
    
    
    358.7 Compliance with Other Agreements and Applicable Laws
    
    
    368.8 Employee Benefits
    
    
    368.9 Environmental Compliance
    
    
    378.10 Bank Accounts
    
    
    378.11 Accuracy and Completeness of Information
    
    
    388.12 Survival of Warranties; Cumulative
    
    
    38SECTION 9. AFFIRMATIVE AND NEGATIVE COVENANTS
    
    
    389.1 Maintenance of Existence
    
    
    389.2 New Collateral Locations
    
    
    389.3 Compliance with Laws, Regulations, Etc.
    
    
    399.4 Payment of Taxes and Claims
    
    
    399.5 Insurance
    
    
    399.6 Financial Statements and Other Information
    
    
    399.7 Sale of Assets, Consolidation, Merger, Dissolution, Etc.
    
    
    419.8 Encumbrances
    
    
    419.9 Indebtedness
    
    
    429.10 Loans, Investments, Guarantees, Etc.
    
    
    429.11 Dividends and Redemptions
    
    
    439.12 Transactions with Affiliates
    
    
    439.13 Additional Bank Accounts
    
    
    449.14 Compliance with ERISA
    
    
    449.15 Adjusted Net Worth
    
    
    449.16 Costs and Expenses
    
    
    459.17 Further Assurances
    
    
    45SECTION 10. EVENTS OF DEFAULT AND REMEDIES
    
    
    4610.1 Events of Default
    
    
    4610.2 Remedies
    
    
    48SECTION 11. JURY TRIAL WAIVER; OTHER WAIVERS
    
    
    4911.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver
    
    
    4911.2 Waiver of Notices
    
    
    5011.3 Amendments and Waivers
    
    
    5011.4 Waiver of Counterclaims
    
    
    5111.5 Indemnification
    
    
    51SECTION 12. TERM OF AGREEMENT; MISCELLANEOUS
    
    
    5212.1 Term
    
    
    5212.2 Notices
    
    
    5312.3 Partial Invalidity
    
    
    5312.4 Successors
    
    
    5312.5 Confidentiality Agreement
    
    
    5412.6 Entire Agreement
    
    
    5412.7 NONAPPLICABILITY OF ARTICLE 5069-15.01 ET SEQ
    
    
    5512.8 ORAL AGREEMENTS INEFFECTIVE
    
    
    55
 (ii)




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##### 



EXHIBITS AND SCHEDULES
 Exhibit A
    
    Information CertificateSchedule 1.6
    
    Availability ReservesSchedule 4.1(l)
    
    Required Licensor AgreementsSchedule 8.3
    
    Collateral Locations and Business NamesSchedule 8.4
    
    Existing LiensSchedule 8.7
    
    DefaultsSchedule 8.9
    
    Environmental DisclosuresSchedule 8.10
    
    Bank AccountsSchedule 8.13
    
    Subsidiaries StockSchedule 9.9
    
    Existing IndebtednessSchedule 9.10
    
    Existing Loans, Advances and Guarantees
 (i)




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##### 



LOAN AND SECURITY AGREEMENT
 Lender SSG ATEC Borrower
 W I T N E S S E T H
     SECTION 1. DEFINITIONS
 Section 11.3
 1




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##### 



plus provided however
   2




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##### 



Section 2.2 Schedule 1.5
 Section 6.3
  Section 6.7 Section 6.7
   Section 5
 3




---



##### 



Section 2.5
 Section 2.5
  bona fide
  Section 7.2(c)
    4




---



##### 



clause (k)(i)(B)
   5




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##### 



6




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##### 



Sections 414(b) 414(c) 414(m) 414(o)
   Section 10.1
 Section 3.1(e)
 Section 2.1(a) minus plus
 7




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##### 



plus
   Section 9.15
   8




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##### 



provided that
 plus
 ApplicableCriteria
    
    Eurodollar MarginA.
    
    Lender shall have received the audited consolidated
annual financial statements for the most recently ended
fiscal year of SSG and its subsidiaries reflecting:
    
    
    2.25
    %(i)
    
    the existence of no Events of Default;(ii)
    
    net profits (after taxes), certified by
Borrowers independent certified public
accountants; and(iii)
    
    Adjusted Net Worth of SSG on a
consolidated basis in excess of $42,000,000.
 9




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##### 



ApplicableCriteria
    
    Eurodollar MarginB.
    
    The criteria set forth in (A)(i) and (A)(ii) above
are satisfied and such financial statements also reflect
Adjusted Net Worth of SSG on a consolidated basis in
excess of $45,000,000.
    
    
    2.00
    %C.
    
    In all other cases, when the criteria set forth in
(A) and (B) above have not been satisfied.
    
    
    2.50
    %
 Section 2 provided however
 clause (c)(ii)
 10




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##### 



provided unless
      Section 3.1(e)
  11




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##### 



Section 6.3
      12




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##### 



Section 12.1
 Section 2.1
   SECTION 2. CREDIT FACILITIES
 Revolving Loans
  plus
   plus
 plus
   13




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##### 



Section 2.2(d)
 Section 2.1(a)(ii)(B)
 14




---



##### 



Section 2.1(a)
 Letter of Credit Accommodations
 Section 2
  Section 2.1(a)(ii)(A) Section 2.2(c)(i) Section 2.2(c)(ii)
 15




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Section 2.2(c)
 Section 2.2(e)
  16




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Availability Reserves
 Joint and Several Liability; Rights of Contribution
   17




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##### 



Section 2.5 Dated Liabilities Dated
Assets Section 2.5 Section 2.5 Section 2.5 Section 2.5
  Structure of Credit Facility
 18




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##### 



SECTION 3. INTEREST AND FEES
 Interest
  provided that
 19




---



##### 



Section 2
  Maximum Legal Rate Excess
 20




---



##### 



Closing Fee
 Servicing Fee
 Unused Line Fee
 Changes in Laws and Increased Costs of Loans
  21




---



##### 



Section 3.5(a)
 Section 6.3
 SECTION 4. CONDITIONS PRECEDENT
 Conditions Precedent to Initial Loans and Letter of Credit Accommodations
   22




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##### 



23




---



##### 



Schedule 4.1(l)
    Conditions Precedent to All Loans and Letter of Credit Accommodations
   24




---



##### 



SECTION 5. GRANT OF SECURITY INTEREST
         25




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##### 



SECTION 6. COLLECTION AND ADMINISTRATION
 Borrowers Loan Account
 Statements
 Collection of Accounts
 Blocked
Accounts
  26




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##### 



Section 6.3
 Payments Section 6.3 Section 6.4 Section 6.4
 Authorization to Make Loans
 27




---



##### 



Use of Proceeds
 Reliance on Notices; Appointment of Borrower Representative
   28




---



##### 



SECTION 7. COLLATERAL REPORTING AND COVENANTS
 Collateral Reporting
 Accounts Covenants
  29




---



##### 



30




---



##### 



Government Receivables Covenants
 Inventory Covenants
 31




---



##### 



Equipment Covenants
 Power of Attorney
 32




---



##### 



Right to Cure
 33




---



##### 



Access to Premises provided however Section 7.8
 SECTION 8. REPRESENTATIONS AND WARRANTIES
  Corporate Existence, Power and Authority; Subsidiaries
 34




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##### 



Financial Statements; No Material Adverse Effect
 Chief Executive Office; Collateral Locations Section 9.2 Schedule 8.3 Schedule 8.3 Schedule 8.3
 Priority of Liens; Title to Properties Schedule 8.4 Section 9.8 Schedule 8.4 Section 9.8
 Tax Returns
 Litigation
 35




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##### 



Compliance with Other Agreements and Applicable Laws Schedule 8.7
 Employee Benefits
 Section 8.8(c) Section 8.8(d)
  Section
8.8(a) Section 8.8(d)
 Section 8.8(a) Section 8.8(c)
 36




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##### 



Environmental Compliance
 Schedule 8.9
 Schedule 8.9
   Bank Accounts
 37




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##### 



Schedule 8.10 Section 9.13
 Accuracy and Completeness of Information
 Survival of Warranties; Cumulative
 Subsidiaries Stock Schedule 8.13
 SECTION 9. AFFIRMATIVE AND NEGATIVE COVENANTS
 Maintenance of Existence
 New Collateral Locations
 38




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##### 



Compliance with Laws, Regulations, Etc.
 Payment of Taxes and Claims provided that
 Insurance
 Financial Statements and Other Information
  39




---



##### 



Section 12.5 Section 12.5 Section 9.6(d)
 40




---



##### 



Section 9.6(d)
 Section
9.6(a)(i)
 Sale of Assets, Consolidation, Merger, Dissolution, Etc.
 Encumbrances except
 41




---



##### 



Schedule
8.4
 Indebtedness except Schedule 9.9 refinancing provided that
 Loans, Investments, Guarantees, Etc. except
 42




---



##### 



provided that Schedule 9.10 Section 9.9 provided that
 Dividends and Redemptions
 Transactions with Affiliates
 43




---



##### 



Additional Bank Accounts Schedule 8.10
 Compliance with ERISA
  Section 9.14
 Adjusted Net Worth
 Minimum AdjustedPeriod
    
    Net WorthFrom the date hereof through September
30, 2001
    
    $
    34,000,000From October 1, 2001 through March 31,
2002
    
    $
    32,000,000From April 1, 2002 through September 30,
2002
    
    $
    35,000,000
  44




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##### 



(a)
    
    the minimum Adjusted Net
Worth required hereunder for the
immediately preceding period,
plus(b)
    
    the greater of:(i)
    
    fifty percent (50%) of the
actual profits of SSG on a
consolidated basis for the
immediately preceding fiscal year; or(ii)
    
    $ 1,000,000
 Costs and Expenses
 Further Assurances
 45




---



##### 



SECTION 10. EVENTS OF DEFAULT AND REMEDIES
 Events of Default
      46




---



##### 



47




---



##### 



Remedies
  provided that Sections 10.1(g) 10.1(h)
 48




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##### 



SECTION 11.
    
    JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver
  forum non conveniens
 Section 12.2
 49




---



##### 



Waiver of Notices
 Amendments and Waivers
 50




---



##### 



Waiver of Counterclaims
 Indemnification BORROWER SHALL INDEMNIFY AND HOLD LENDER, AND ITS DIRECTORS,
AGENTS, EMPLOYEES AND COUNSEL, HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES, COSTS OR EXPENSES IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY OF THEM IN
CONNECTION WITH ANY LITIGATION, INVESTIGATION, CLAIM OR PROCEEDING COMMENCED OR THREATENED RELATED
TO THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE OR ADMINISTRATION OF
THIS AGREEMENT, ANY OTHER FINANCING AGREEMENTS, OR ANY UNDERTAKING OR PROCEEDING RELATED TO ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACT, OMISSION, EVENT OR TRANSACTION RELATED OR
ATTENDANT THERETO, INCLUDING AMOUNTS PAID IN SETTLEMENT, COURT COSTS, AND THE FEES AND EXPENSES OF
COUNSEL AND INCLUDING LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING FROM THE
ORDINARY OR CONTRIBUTORY NEGLIGENCE OF ANY PARTY INDEMNIFIED HEREBY, BUT EXCLUDING THOSE ARISING
SOLELY AND DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AN INDEMNIFIED PARTY,
AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION. TO
THE EXTENT THAT THE UNDERTAKING TO INDEMNIFY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION MAY
BE UNENFORCEABLE BECAUSE IT VIOLATES ANY LAW OR PUBLIC POLICY, BORROWER SHALL PAY THE MAXIMUM
PORTION WHICH IT IS PERMITTED TO PAY UNDER APPLICABLE LAW TO LENDER IN SATISFACTION OF INDEMNIFIED
MATTERS UNDER THIS SECTION. THE FOREGOING INDEMNITY SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS
AND THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT.
 51




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##### 



SECTION 12. TERM OF AGREEMENT; MISCELLANEOUS
 Term
 provided that
  Section 12.1(a)(ii)
 52




---



##### 



Amount
    
    Period(i)
    
    2.0% of Maximum Credit
    
    From the date hereof to and including
March 26, 2002(ii)
    
    1.0% of Maximum Credit
    
    From March 27, 2002 to and including
March 26, 2003(iii)
    
    .25% of Maximum Credit
    
    From March 27, 2003 to and including
March 26, 2004
 Sections 10.1(g) 10.1(h) Section 12.1
 Notices
 Partial Invalidity
 Successors
 53




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##### 



Confidentiality Agreement Section 12.5 Confidential Information Section 12.5 Section 12.5
 Entire Agreement
 54




---



##### 



12.7 NONAPPLICABILITY OF ARTICLE 5069-15.01 ET SEQ BORROWER AND LENDER HEREBY AGREE
THAT, EXCEPT FOR SECTION 15.10(B) THEREOF, THE PROVISIONS OF TEX. REV. CIV. STAT. ANN. ART.
5069-15.01 ET SEQ . (VERNON 1987) (REGULATING CERTAIN REVOLVING CREDIT LOANS AND
REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS.
 12.8 ORAL AGREEMENTS INEFFECTIVE . THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND THE SAME MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES .
 EACH BORROWER AND LENDER EACH
READ AND UNDERSTAND THIS
SECTION 12.8:
 (INITIALS OF AUTHORIZED OFFICER OF SSG)     (INITIALS OF AUTHORIZED OFFICER OF ATEC)
  55




---



##### 



CONGRESS FINANCIAL
    
    
    
    SPORT SUPPLY GROUP, INC., asCORPORATION (SOUTHWEST), as
    
    
    
    Borrower and as Borrower RepresentativeLenderBy:
    
    /s/
    
    
    
    By:
    
    /s/Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Address:
    
    
    
    Chief Executive Office:1201 Main Street, Suite 1625
    
    
    
    1901 Diplomat DriveDallas, Texas 75202
    
    
    
    Farmers Branch, Texas 75234Attention:  President
 with a copy to:1901 Diplomat DriveFarmers Branch, Texas 75234Attention: General CounselATHLETIC TRAINING EQUIPMENTCOMPANY, INC., as BorrowerBy:
    
    /s/Name:Title:Chief Executive Office:1901 Diplomat DriveFarmers Branch, Texas 75234Attention: Presidentwith a copy to:1901 Diplomat DriveFarmers Branch, Texas 75234Attention: General Counsel




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##### 



EXHIBIT A
 Information Certificate




---



##### 



SCHEDULE 1.5
 Closing Date Availability Reserves
 
    
    Reserves in the amount of two months rent for each of Borrowers
leased locations for which Lender has not received an executed
landlords waiver in form and substance satisfactory to Lender as
of the date hereof.
    
    Reserves for slow moving Inventory equal to the sum of (i)
$500,000, plus (ii) the amount by which Borrowers slow-moving
Inventory (as determined by Lender) exceeds $2,700,000.
    
    Reserves for discontinued Inventory.




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##### 



SCHEDULE 4.1(l)
 Required Licensor Agreements




---



##### 



SCHEDULE 8.3
 Collateral Locations and Business Names




---



##### 



SCHEDULE 8.4
 Existing Liens




---



##### 



SCHEDULE 8.7
 Defaults




---



##### 



SCHEDULE 8.9
 Environmental Disclosures




---



##### 



SCHEDULE 8.10
 Bank Accounts




---



##### 



SCHEDULE 8.13
 Subsidiaries Stock




---



##### 



SCHEDULE 9.9
 Existing Indebtedness




---



##### 



SCHEDULE 9.10
 Existing Liens, Advances and Guarantees




---



##### 



FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
 Amendment Lender SSG ATEC Borrower
 PRELIMINARY STATEMENTS
 Loan Agreement
   AGREEMENT
 Definitions
  Amendments
 Amendment to Section 1.3 Section 1.3




---



##### 



plus
 Amendment to Section 9.15. Section 9.15
 Adjusted Net Worth
 Period
    
    Minimum Adjusted Net WorthFrom
October 1, 2002 through December 31,2002
    
    $
    33,000,000From
January 1, 2003 through March 31,2003
    
    $
    34,000,000From
April 1, 2003 through June 30, 2003
    
    $
    34,500,000July 1,
2003 through September 30, 2003
    
    $
    34,500,000From
October 1, 2003 through December 31, 2003
    
    $
    34,000,000Each fiscal year of SSG thereafter
    
    $
    35,000,000
    
 Conditions Precedent
 Conditions to Effectiveness.
 (a)
    
    Lender shall have received, in form and substance satisfactory to Lender
and its legal counsel:
 (i)
    
    this Amendment, duly executed by Borrower;(ii)
    
    a certificate of the Secretary of Borrower dated as
of the date of this Amendment, in form and substance satisfactory to
Lender,
 - 2 -




---



##### 



certifying among other things, (i) that Borrowers Board of
Directors has met and has adopted, approved, consented to and
ratified resolutions which authorize the execution, delivery and
performance by Borrower of this Amendment and all such other
Financing Agreements to which Borrower is or is to be a party, and
(ii) the names of the officers of Borrower authorized to sign this
Amendment and each of such other Financing Agreements to which
Borrower is or is to be a party hereunder (including the
certificates contemplated herein) together with specimen signatures
of such officers;(iii)
    
    such additional documents, instruments and
information as Lender or its legal counsel may request; and(iv)
    
    an amendment fee in the aggregate principal amount of
$5,000.00, which shall be deemed fully earned and non-refundable as of
the date hereof.
 (b)
    
    The representations and warranties contained herein, in the Loan Agreement
and
in the other Financing Agreements, shall be true and correct as of the date hereof,
as if made on the date hereof.(c)
    
    No Event of Default or event or condition which, with notice or passage of
time or
both, would constitute an Event of Default, shall have occurred and be continuing,
unless such event, condition or Event of Default has been specifically waived in
writing by Lender.(d)
    
    All corporate proceedings taken in connection with the transactions
contemplated
by this Amendment and all documents, instruments and other legal matters
incident thereto shall be satisfactory to Lender and its legal counsel.
 No Waiver
  - 3 -




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##### 



Ratifications, Representations and Warranties
 Ratifications
 Representations and Warranties of Borrower
 Miscellaneous Provisions
 Survival of Representations and Warranties
 Reference to Loan Agreement
 Expenses of Lender Section 9.16
 - 4 -




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##### 



Severability.
 Successors and Assigns.
 Counterparts
 Effect of Waiver
 Headings
 Applicable Law.
 Final Agreement.
 - 5 -




---



##### 



6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO
SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY -KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY
AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY,
ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER
MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,
TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING
INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THE LOAN AGREEMENT OR OTHER FINANCING AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT.
 - 6 -




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##### 



LENDER:CONGRESS FINANCIAL CORPORATION(SOUTHWEST)By:

/s/Name:Title: V. P.BORROWERS:SPORT SUPPLY GROUP, INC.By:

/s/ Kenneth A. CorbyName: Kenneth A. CorbyTitle: V. P. Corp. DevelopmentATHLETIC TRAINING EQUIPMENTCOMPANY, INC.By:

/s/ John P. WalkerName: John P. WalkerTitle: Chief Executive Officer,Chief Operating Officer andChief Financial Officer




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##### 



SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
 Amendment Lender SSG ATEC Borrower
 PRELIMINARY STATEMENTS
 27, Loan Agreement
   AGREEMENT
 Definitions
  Amendments
 Amendments to Section 12.1. Paragraph
(a) Section 12.1




---



##### 



Paragraph (c) Section 12.1 26,
 Addition of New section 3.6. Section 3 Section 3.6
 Second Amendment Fee, provided however,
 Conditions Precedent
 Conditions to Effectiveness.
 (a)
    
    Lender shall have received, in form and substance satisfactory to Lender
and its legal counsel:
 (i)
    
    this Amendment, duly executed by Borrower;(ii)
    
    a certificate of the Secretary of Borrower dated as of
the date of this Amendment, in form and substance satisfactory to
Lender, certifying among other things, (i) that Borrowers Board of
Directors has met and has adopted, approved, consented to and ratified
resolutions which authorize the execution, delivery and performance by
Borrower of this Amendment and all such other Financing Agreements to
which Borrower is or is to be a party, and (ii) the names of the
officers of Borrower authorized to sign this
 - 2 -




---



##### 



Amendment and each of such other Financing Agreements to which
Borrower is or is to be a party hereunder (including the
certificates contemplated herein) together with specimen signatures
of such officers; and(iii)
    
    such additional documents, instruments and
information as Lender or its legal counsel may request.
 (b)
    
    The representations and warranties contained herein, in the Loan Agreement
and in the other Financing Agreements, shall be true and correct as
of the date hereof,
as if made on the date hereof.(c)
    
    No Event of Default or event or condition which, with notice or passage of
time or
both, would constitute an Event of Default, shall have occurred and be continuing,
unless such event, condition or Event of Default has been specifically waived in
writing by Lender.(d)
    
    All corporate proceedings taken in connection with the transactions
contemplated
by this Amendment and all documents, instruments and other legal matters
incident thereto shall be satisfactory to Lender and its legal counsel.
 No Waiver
  Ratifications. Representations and Warranties
 Ratifications.
 - 3 -




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##### 



Representations and Warranties of Borrower
 Miscellaneous Provisions
 Survival of Representations and Warranties.
 Reference to Loan Agreement.
 Expenses of Lender. Section 9.16
 Severability.
 Successors and Assigns.
  - 4 -




---



##### 



Counterparts.
 Effect of Waiver.
 Headings.
 Applicable Law.
 Final Agreement.
 6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN
BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR
TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW
OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
  - 5 -




---



##### 



AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
OTHER FINANCING AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
  - 6 -




---



##### 



LENDER:CONGRESS FINANCIAL CORPORATION (SOUTHWEST)By:
    
    /s/Name:Title:
    
    V.P.BORROWERS:SPORT SUPPLY GROUP, INC.By:
    
    /s/Name:Title:ATHLETIC TRAINING EQUIPMENT COMPANY, INC.By:
    
    /s/ Robert K. MitchellName:
    
    Robert K. MitchellTitle:
    
    V P Finance




---



##### 



THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
  PRELIMINARY STATEMENTS
    AGREEMENT
 Definitions
  Amendments
 Amendment to 1.5.
  rd amendment to lsa




---



##### 



Section 2.2 Schedule 1.5 (5%)
 Amendment to Section 1.15(b).
  Amendment to Section 1. 15(n).
  rd amendment to lsa
 2




---



##### 



Amendment to Section 1.28
  Amendment to Section 1.34
 plus
 Section 2 provided however
 Amendment to Section 1.43
  Amendment to Section 2.1(a)(i)
 rd amendment to lsa
 3




---



##### 



Amendment to Section 2.1(a)(ii)(A)(2)
 plus
 Amendment to Section 3.1
 Amendment to Section 3.3
 Amendment to Section 3.6
  Deletion of Section 7.4 (e) ,
 Amendment to Section 9.15
  rd amendment to lsa
 4




---



##### 



Minimum AdjustedPeriod
    
    Net WorthAt all times during the period from
October 1, 2003 through March 31,
2004
    
    $
    25,000,000At all times thereafter
    
    $
    27,500,000
 Amendments to Section 12.1
    Amount
    
    Period(i)
    
    0.25%    of
Maximum Credit
    
    From November 6, 2003 to
and including October 31, 2005(ii)
    
    0.125%    of
Maximum Credit
    
    From November 1, 2005 to
and including October 31, 2006(iii)
    
    0.00%    of
Maximum Credit
    
    From November 1, 2006 to
and including October 31,2007
 rd amendment to lsa
 5




---



##### 



Conditions Precedent
 Conditions to Effectiveness
     rd amendment to lsa
 6




---



##### 



No Waiver
  Ratifications, Representations and Warranties
 Ratifications.
 Representations and Warranties of Borrower.
 rd amendment to lsa
 7




---



##### 



Miscellaneous Provisions
 Survival of Representations and Warranties.
 Reference to Loan Agreement.
 Expenses of Lender.
 Severability.
 Successors and Assigns.
 rd amendment to lsa
 8




---



##### 



Counterparts.
 Effect of Waiver.
 Headings.
 Applicable Law.
 Final Agreement
 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO
REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY
KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER
 rd amendment to lsa
 9




---



##### 



HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING, WITHOUT LIMITATION,
ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE
HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR
OTHER FINANCING AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
 rd amendment to lsa
 10




---



##### 



LENDER:CONGRESS FINANCIAL CORPORATION (SOUTHWEST)By:
    
    /s/Name:Title:
    
    V. P.BORROWERS:SPORT SUPPLY GROUP, INC.By:
    
    /s/ Terry M. BabillaName:
    
    Terry M. BabillaTitle:
    
    COO General CouncilATHLETIC TRAINING EQUIPMENT COMPANY,
INC.By:
    
    /s/ Terry M. BabillaName:
    
    Terry M. BabillaTitle:
    
    General Council
 rd amendment to lsa




---



##### 



FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
  PRELIMINARY STATEMENTS
      AGREEMENT
 Definitions




---



##### 



Amendments
 Amendment to Preamble
  Amendment to 1.3
 plus provided, however,
 Amendment to Section 1.4
  Amendment to Section 1.7
   2




---



##### 



Amendment to Section 1.8
  Amendment to Section 1.15(b)
  Amendment to Section 1.15(n)
  Amendment to Section 1.27
  Amendment to Section 1.29 Section 9.15 Sections 9.15 9.18
 Amendment to Section 1.46
   3




---



##### 



Amendment to Section 2.5
  Amendment to Section 2.6
  Amendment to Section 3.1(b)(v)
  Amendment to Section 3.4 Section 3.4
 Amendment to Section 9.15
   4




---



##### 



Minimum AdjustedPeriod
    
    Net WorthAt all times during the period from
    
    $
    22,000,000October 1, 2003 through March 31,
2004At all times thereafter
    
    $
    24,000,000
 Amendment to Section 9,Addition of Section 9.18
 Minimum Excess Availability
 Amendment to Article 9; Addition of Section 9.19
 Exhibits and Schedules Exhibit A Schedule 1.5 Schedule 4.1(1) Schedule 8.3 Schedule 8.4 Schedule
8.7 Schedule 8.9 Schedule 8.10 Schedule 8.13 Schedule 9.9 Schedule 9.10
 Amendment to Section 10.1(j)
  Miscellaneous Amendments, Exhibit A Schedule 1.5 Schedule 4.1(1) Schedule 8.3 Schedule 8.4 Schedule 8.7 Schedule 8.9 Schedule
8.10 Schedule 8.13 Schedule 9.9 Schedule 9.10
 5




---



##### 



Exhibit A Schedule 1.5 Schedule 4.1(1) Schedule 8.3 Schedule 8.4 Schedule 8.7 Schedule 8.9 Schedule 8.10 Schedule
8.13 Schedule 9.9 Schedule 9.10 Section 9.18
 Conditions Precedent
 Conditions to Effectiveness
       6




---



##### 



No Waiver
  Ratifications, Representations and Warranties
 Ratifications
 Representations and Warranties of Borrower
 7




---



##### 



Miscellaneous Provisions
 Survival of Representations and Warranties
 Reference to Loan Agreement
 Expenses of Lender
 Severability
 Successors and Assigns
 8




---



##### 



Counterparts
 Effect of Waiver
 Headings
 Applicable Law
 Final Agreement
 Release BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM,
OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED
TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS,
DIRECTORS, AGENTS EMPLOYEES, SUCCESSORS AND ASSIGNS FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS
PREDECESSORS, OFFICERS,
 9




---



##### 



DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER
ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND
ARISING FROM ANY LOANS, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER FINANCING AGREEMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.




---



##### 



LENDER:CONGRESS FINANCIAL CORPORATION(SOUTHWEST)By:
    
    /s/Name:Title:
    
    V.P.BORROWER:SPORT SUPPLY GROUP, INC.By:
    
    /s/ Terrence M. BabillaName:
    
    Terrence M. BabillaTitle:
    
    Chief Operating Officer, Executive VicePresident, Secretary and General Counsel




---



##### 



FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 th
 PRELIMINARY STATEMENTS
     AGREEMENT
 Definitions
  Amendments
 Amendment to Various Sections
 th amendment to lsa




---



##### 



Amendment to Section 1.42 Section 1.42
  Amendment to Section 7.2
    Conditions Precedent
 Conditions to Effectiveness
  th amendment to lsa
 2




---



##### 



No Waiver
  th amendment to lsa
 3




---



##### 



Ratifications, Representations and Warranties
 Ratifications
 Representations and Warranties of Borrower
 Miscellaneous Provisions
 Survival of Representations and Warranties
 Reference to Loan Agreement
 th amendment to lsa
 4




---



##### 



Expenses of Lender.
 Severability.
 Successors and Assigns.
 Counterparts.
 Effect of Waiver.
 Headings.
 Applicable Law.
 Final Agreement.
 th amendment to lsa
 5




---



##### 



Release BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE
ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO
SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY
AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY,
ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH BORROWER
MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,
TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING,
WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING
INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THE LOAN AGREEMENT OR OTHER FINANCING AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT.
 th amendment to lsa
 6




---



##### 



LENDER:
CONGRESS FINANCIAL CORPORATION (SOUTHWEST)By:
    /s/Name:Title:
    V.P. BORROWER:
SPORT SUPPLY GROUP, INC.By:
    /s/ Robert K. MitchellName:
    Robert K. MitchellTitle:
    CEO th amendment to lsa




---



##### 



SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
  PRELIMINARY STATEMENTS
 
    AGREEMENT
 Definitions
  Amendments
  th amendment to lsa




---



##### 



Amendments
 Amendment to Various Sections.
 Amendment to Section 1.42. Section 1.42
 plus provided however
 Conditions Precedent
 Conditions to Effectiveness.
  th amendment to lsa
 2




---



##### 



No Waiver
  th amendment to lsa
 3




---



##### 



Ratifications, Representations and Warranties
 Ratifications.
 Representations and Warranties of Borrower.
 Miscellaneous Provisions
 Survival of Representations and Warranties.
 Reference to Loan Agreement.
 th amendment to lsa
 4




---



##### 



Expenses of Lender
 Severability
 Successors and Assigns
 Counterparts
 Effect of Waiver .
 Headings
 Applicable Law.
 Final Agreement
 th amendment to lsa
 5




---



##### 



Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO
REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE
OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY
KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE
THIS AMENDMENT IS EXECUTED, WHICH BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,
TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY LOANS, INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR
RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE; THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
LOAN AGREEMENT OR OTHER FINANCING AGREEMENTS, AND NEGOTIATION
FOR AND EXECUTION OF THIS AMENDMENT.
 th amendment to lsa
 6




---



##### 



LENDER: 
CONGRESS FINANCIAL CORPORATION (SOUTHWEST)By:
    /s/Name:Title:
    V.P. BORROWER: 
SPORT SUPPLY GROUP, INC.By:

/s/ Terrence M. BabillaName:
    Terrence M. BabillaTitle:
    Chief Operating Officer th amendment to lsa
 7