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; and
 F.
    
    The Company and the Executive are parties to the Change in Control Agreement,
dated [June 16, 2006 and as amended and restated as of February 12, 2007](the
Original Agreement) and the Company and the Executive now wish to amend and restate
the Original Agreement in its entirety by this Agreement.




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Certain Definitions
 Cause
 Code
 Competes
 Sports Distribution Business
  Disability
 Good Reason
  2




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Person
 Present Value
 Principal Obligations
 Term Term
 Change in Control Change in Control
   3




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Exchange
Act
 The Companys Covenants
  4




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The Executives Covenants
 Severance Payment
 [_____] Severance Payment provided
 provided
    5




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Reduction of Payments by the Company
 Payment Reduced Amount
 Accounting Firm provided
 Overpayment Underpayment provided provided provided
  6




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Compliance with Section 409A of the Code
 Non-exclusivity of Rights
 Successor to the Company
 Company Company
   7




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Notice
 Miscellaneous
 Validity
 Counterparts
 Legal Fees and Expenses
 Confidentiality
  8




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Entire Agreement
 Noncompete
 Amendment and Restatement of Original Agreement
  9




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Sport Supply Group, Inc.
    
    
    
    Executive:By:Adam Blumenfeld,
    
    
    
    (Signature)Chief Executive OfficerAddress:
    
    1901 Diplomat Drive
    
    
    
    Address:Dallas, TX 75234