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Exhibit
10.5
 Form of Amended and Restated Executive Officer  Change in Control Agreement
 Agreement Company Executive
  A.
    
    The Company recognizes that the current business environment
makes it difficult to attract and retain highly-qualified executives
unless a certain degree of security can be offered to such executives
against organizational and personnel changes which frequently follow a
Change in Control (as defined below) of a corporation;B.
    
    The Board of Directors of the Company (the Board) recognizes
the long and valued service the Executive has provided as an officer of
the Company and/or its subsidiaries and considers the Executive to be an
important resource the Company desires to retain;C.
    
    The Company desires to assure fair treatment of its key
executives in the event of a Change in Control and to allow them to make
critical career decisions without undue time pressure and financial
uncertainty, thereby increasing their willingness to remain with the
Company notwithstanding the outcome of a possible Change in Control of
the Company;D.
    
    The Company recognizes its key executives will be involved in
evaluating or negotiating any offers, proposals or other transactions
that could result in a Change in Control of the Company and believes that
it is in the best interests of the Company and its stockholders that such
key executives be in a position, free from personal financial and
employment consideration, to be able to assess objectively and pursue
aggressively the interests of the Companys stockholders in making these
evaluations and carrying on such negotiations;E.
    
    The Board believes it is essential to provide the Executive with
compensation arrangements upon a Change in Control that provide the
Executive with individual financial security and which are competitive
with those of other corporations, and in order to accomplish these
objectives, the Board has caused the Company to enter into this
Agreement; andF.
    
    The Company and the Executive are parties to the Change in
Control Agreement, dated June 16, 2006 (the Original Agreement) and the
Company and the Executive now wish to
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    Amended and Restated Changing in Control Agreement




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amend and restate the Original Agreement in its entirety by this Agreement.
  Certain Definitions
 Cause
 Code
 Competes
 Sports Distribution
Business
  Disability
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    Amended and Restated Changing in Control Agreement




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Good Reason
 Person
 Present Value
 Principal Obligations
 Term Term
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    Amended and Restated Changing in Control Agreement




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Change in Control Change in Control
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    Amended and Restated Changing in Control Agreement




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Exchange
Act
 The Companys Covenants
 The Executives Covenants
 Severance Payment
 Severance Payment provided, however,
 provided, however,
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    Amended and Restated Changing in Control Agreement




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Reduction of Payments by the Company
 Payment Reduced Amount
 Accounting Firm provided, that
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    Amended and Restated Changing in Control Agreement




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Overpayment Underpayment provided, however
 Compliance with Section 409A of the Code
 Non-exclusivity of Rights
 Successor to the Company
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    Amended and Restated Changing in Control Agreement




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Company
  Notice
 Miscellaneous
 Validity
 Counterparts
 Legal Fees and Expenses
 Page 8 of 10
    
    Amended and Restated Changing in Control Agreement




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Confidentiality
 Entire Agreement.
 Noncompete
 Amendment and Restatement of Original Agreement
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    Amended and Restated Changing in Control Agreement




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Collegiate Pacific Inc.
    
    
    
    Executive:By:Adam Blumenfeld,
     Chief Executive Officer
    
    
    
    (Signature)Address: 1901 Diplomat Drive               Dallas, TX 75234
    
    
    
    Address:
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    Amended and Restated Change in Control Agreement