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Exhibit
10.8
 
 INDUSTRIAL LEASE AGREEMENT
  1.
DEFINITIONS AND BASIC PROVISIONS
 (a)
    
    Landlord: Centre Development Co., Inc., a Texas corporation.(b)
    
    Tenant: Sport Supply Group, Inc., a Delaware corporation.(c)
    
    Premises: That certain real property described on Exhibit A attached hereto and made a
part hereof, together with the Building (herein so called) and other improvements now or hereafter
located thereon.(d)
    
    Lease Term: A period of one hundred twenty (120) months commencing on January 1, 1995
(the Commencement Date) and ending on December 31, 2004 (the Expiration Date), subject to any
adjustment pursuant to paragraph 2 hereof.(e)
    
    Basic Rental: $44,004.64 per month.(f)
    
    Permitted Use: office, warehouse, and distribution operations.(g)
    
    Maximum Rate: The lesser of (i) the sum of three percent (3%), plus the Prime Rate (as
hereinafter defined) or (ii) the maximum rate of interest permitted by applicable law, including as
to Article 5069-1.04, Vernons Texas Civil Statutes (and as the same may be incorporated by
reference in other Texas statutes) but otherwise without limitation that rate based on the
indicated rate ceiling. The term Prime Rate shall mean the prime interest rate as announced or
published in The Wall Street Journal, its successor or assigns, from time to time, or, in the event
The Wall Street Journaldoes not announce or publish a prime interest rate, the prime interest rate
announced or published from time to time by such national publication as may be selected by the
Landlord.(h)
    
    Additional Rent: All sums of money, other than Basic Rental, which become due under this
Lease. Basic Rental and Additional Rent shall collectively constitute the Rent or Rentals due
or to become due under this Lease and are herein so called.
 2.
LEASE GRANT plus
 Initial:
 INDUSTRIAL
LEASE AGREEMENT  Page 1




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3. RENT.
    Initial:
 INDUSTRIAL LEASE AGREEMENT Page 2




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4. TAXES
AND OTHER ASSESSMENTS
  provided however
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5. LEASEHOLD
IMPROVEMENTS Exhibit B Exhibit B-l paragraph 5
   paragraph 5 provided however
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UTILITIES
 USE:
COMPLIANCE WITH LAWS
 (a) Permitted use.
 (b) Hazardous Materials.
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 INDUSTRIAL LEASE AGREEMENT  Page 5




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subparagraph 7(b)
 subparagraph 7(b)
 (c) Compliance
with Laws and Ordinances
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 INDUSTRIAL LEASE AGREEMENT  Page 7




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8. REPAIRS
AND MAINTENANCE
 (a)
 (b)
 (c)
 (d)
 9. ALTERATIONS
AND IMPROVEMENTS
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 INDUSTRIAL LEASE AGREEMENT  Page 8




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10. ASSIGNMENT
AND SUBLETTING
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provided however,
 11. LIABILITY
 12. MORTGAGES. ,
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13. INSPECTION.
 14. CONDEMNATION.
  15. INSURANCE,
FIRE OR OTHER CASUALTY.
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paragraph 15
 paragraph 45 paragraph 1[d]
 16. HOLDING
OVER.
 17. TAXES
ON TENANTS PROPERTY. provided however
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 INDUSTRIAL LEASE AGREEMENT  Page 12




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18. EVENTS
OF DEFAULT.
      19. REMEDIES. paragraph 18
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 INDUSTRIAL LEASE AGREEMENT  Page 13




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20. SURRENDER OF PREMISES.
 21. ATTORNEYS
FEES.
 22. LANDLORDS
LIEN. paragraph 22 Exhibit C
 Initial:
 INDUSTRIAL LEASE AGREEMENT  Page 14




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23. MECHANICS LIEN.
 24. WAIVER OF SUBROGATION.
 25. SIGNS.
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 INDUSTRIAL LEASE AGREEMENT  Page 15




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26. NOTICES.
   LANDLORD:
    
    Centre Development Co., Inc., or its assignsP. O. Box 802087Dallas, Texas 75380-2087With copy to:
    
    Stanley K. BarthAndrews & Barth, P.C.8235 Douglas Avenue, Suite 1120Dallas, Texas 75225TENANT:
    
    Sports Supply Group, Inc.1901 Diplomat DriveFarmers Branch, Texas 75234With copy to:
    
    C. David ZobaHughes & Luce, L.L.P.1717 Main Street, Suite 2800Dallas, Texas 75201
 27. FORCE
MAJEURE. paragraph 18
 28. SEPARABILITY.
 29. PERIODIC
PAYMENT OF REIMBURSABLE EXPENSES; ADJUSTMENTS. paragraph 29
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 INDUSTRIAL LEASE AGREEMENT  Page 16




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30. QUIET ENJOYMENT. paragraph 42
 31. EXISTENCE OF BROKER.
   32. TENANTS REMEDIES.
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paragraph 32
 33. ESTOPPEL CERTIFICATES.
 34. NOTICE TO LENDER.
 35. LANDLORD APPROVALS.
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 INDUSTRIAL
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36. JOINT
AND SEVERAL LIABILITY
 37. GENDER
 38. CAPTIONS
 39. ENTIRE
AGREEMENT; AMENDMENTS; BINDING EFFECT
 40. GOVERNING LAW AND PLACE OF PERFORMANCE
 41. GOOD STANDING/DUE AUTHORIZATION
     42. TITLE ACQUISITION CONTINGENCY
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43 MEMORANDUM
OF LEASE
 44 COUNTERPARTS
 45 RENEWAL
OPTIONS
    
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 INDUSTRIAL LEASE AGREEMENT  Page 20




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LANDLORD:CENTRE DEVELOPMENT CO., INC.a Texas corporationBy:
    /s/ Al BlainePrinted Name: AL BLAINETitle: Vice President
  TENANT:ATTEST:SPORTS SUPPLY GROUP, INC.a Delaware corporationTitle:
    
    
    
    
    
    By:
    /s/ Peter BlumenfeldPrinted Name: PETER BLUMENFELDTitle: President / COO
 Initial:
 INDUSTRIAL LEASE AGREEMENT  Page 21




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EXHIBIT A
  
    s
  ,
 1/2-




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EXHIBIT B




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EXHIBIT B
 DESIGN CRITERIA  Sports Supply Group, Inc.
 GENERAL
 1.
    
    Total buildable area is 180,841 square feet.2.
    
    Approximately 4,000 square feet will be air conditioned office space and the balance will be
warehouse area. The office area will be a configuration and layout as decided by Sports Supply
Group, Inc.3.
    
    Land area for the project consists of approximately 8.522 acres.4.
    
    Parking shall be provided per local city code requirements. Per code, the facility requires
193 parking spaces.
 SITEWORK
 1.
    
    Horizontal Sitework
 a.
    
    A soils report shall be obtained from a qualified soils engineer.b.
    
    All vegetation shall be removed from areas that will be under building, paving and sidewalks,
Sitework shall be graded to drain away from buildings,c.
    
    All automobile paving shall be 5" thick reinforced concrete over compacted subgrade. Concrete
shall have a compressive reinforcing of number 3 reinforcing bars at
18" on center. Truck area
paving shall be 6" thick reinforced concrete with number 3
reinforcing bars at 18" on center.
Paving provided shall be as shown on the site plan.d.
    
    All sidewalks shall be 4" thick reinforced concrete over
3" sand cushion and shall receive a
broomed finish.e.
    
    Concrete approaches shall be provided where shown and shall conform to City specifications.f.
    
    Concrete curbs shall be provided adjacent to all sidewalks, around planting areas, and at
all paving perimeters.
 2.
    
    Landscaping
 a.
    
    Landscape design, soil preparation, plants, hardscape, and labor shall be included.b.
    
    A lawn sprinkler system shall be installed at all planting areas. Adequate freeze-proof hose
bibs shall be provided off of this system.c.
    
    A $90,000 allowance shall be provided for the design and installation of the landscaping and
irrigation described in a and b above.




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Design Criteria
Page 2
 3.
    
    Site Lighting
 a.
    
    Exterior lighting shall be provided by the use of wall-mounted, 400 watt,
high-pressure sodium fixtures on the wall of the building.b.
    
    Recessed can downlights shall be provided in the office area entrance canopy soffits.
 BUILDING
 1.
    
    Excavation
 a.
    
    All cut, fill, fine grading, and scraping of site shall be included.b.
    
    Any areas not covered by building or sitework shall be graded for proper drainage and
maintenance.
 2.
    
    Foundation
 a.
    
    Fill under building shall be as specified by testing engineer. The fill shall be placed in
loose lifts of approximately 6" layers and uniformly compacted to 95% standard proctor density at
near optimum moisture content or as directed by the engineer.b.
    
    The foundation shall consist of drilled and belled piers, carried to a suitable bearing
strata or a structural grade beam system as detailed in soils report. Piers shall be 3,000 p.s.i.
concrete and be reinforced as required by the engineer.
 3.
    
    Floor Slabs
 a.
    
    All concrete shall have maximum allowable slump of 5".b.
    
    Floor slabs shall be on grade with 5" thick 4,000 p.s.i.
reinforced concrete. Reinforcing
shall be #3s on 15" centers at approximately 2" from top of slab as required by the engineer.
Placement of concrete shall utilize a vibrating screed.c.
    
    Sawn joints shall be executed at optimum time to help reduce shrinkage cracking.d.
    
    A 10 mil polyethylene vapor barrier shall be installed under the floor slab at office areas.




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Design Criteria
Page 3
 4.
    
    Exterior Walls
 a.
    
    The exterior walls of the building shall be load bearing, reinforced, site-fabricated
concrete panels. The concrete shall have a design strength of 4,000 p.s.i at 28 days.
The exterior side of the panels shall have an exposed aggregate finish.
 b.
    
    Interior side of the concrete walls shall have all holes patched and have a smooth,
steel trowelled finish.
 Structure
 a.
    
    The roof structure shall consist of structural steel joist girders and bar joists,
supported by steel columns on the exterior bays, tilt-up concrete wall panels, and
structural steel framing.b.
    
    The clear height of the building shall be a minimum of 24' to the bottom of the
roof bar joists.c.
    
    Structural steel shall receive one shop coat of light gray
paint. After erection has
been completed, damaged, rusted or scraped metal areas shall be touched up with
same paint.d.
    
    Bay sizes shall be 40' x 40' through the interior of the building.
 Roof Deck and Roofing
 a.
    
    Roof deck shall be metal deck sloped at approximately 1/4" per foot.b.
    
    Roofing shall be a three-ply built-up roof utilizing one inch insulation board with
asphalt and gravel topping.c.
    
    Roof shall be drained by roof drains and interior downspouts. Overflow scuppers
shall be provided for emergency situations.d.
    
    Factory Mutual approved smoke exhaust skylights spaced in accordance with local
building codes.
 Glass and Glazing
 a.
    
    Fixed glass at office entrance areas shall be 1/4" tinted tempered float glass in
accordance with the City building codes. All other fixed glass shall
be 1/4" tinted float
glass.




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Design Criteria
Page 4
 Exterior Doors
 a.
    
    The main office entrance door shall have 1/4" tinted tempered float glass set in
anodized aluminum storefront and have impact bars at 36" above each floor.b.
    
    Exterior personnel doors shall be provided to comply with City codes. These
exterior personnel doors shall be metal, hollow core doors.c.
    
    Steel channel sill protectors and 4' high steel channel jamb protectors shall be
provided at the truck door.d.
    
    Sixteen (16) 9' x 10' truck doors shall be provided.
 Painting and Caulking
 a.
    
    Painting and caulking shall include all exterior work complete.b.
    
    All exterior exposed steel, such as personnel doors, overhead doors, handrails, etc.,
shall be given one coat of primer and one coat of exterior paint.c.
    
    All concrete to be painted shall receive one coat of heavy textured paint such as
Dan-Tex or equal. Colors shall be as mutually agreed upon.d.
    
    All parking striping shall be 4" wide white painted lines, 18' long, approximately
9'0"
on center.
 Plumbing
 a.
    
    A 2" domestic water line and 6" sanitary sewer line shall be stubbed up into the
building.b.
    
    One water meter shall be provided to serve the domestic water and a second meter
shall be provided to serve the lawn sprinkler system.
 Fire Sprinkler
 a.
    
    The facility shall be provided with an ESFR Class IV fire protection sprinkler
system. The system shall be installed in compliance with Texas State Board of Insurance
requirements. The service line shall be sized to provide adequate volumes and pressures.
The system shall include all water mains, connections and meter requirements. Any
additions or modifications to this system shall be made a part of the tenant improvements
or as job extra.




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Design Criteria
Page 5
 Electrical
 a.
    
    Electric service shall be coordinated with the utility company to provide for a pad
mounted 277/480 volt, three phase service transformer located adjacent to the building.
 Ceilings
 a.
    
    Ceilings in the shell building shall be unfinished and open to deck.
 Interior Improvements
 a.
    
    An allowance of $238,710.12/$1.32 per square foot shall be provided for tenant
improvements per Tenants requirements. Tenant improvement allowance to include office and
warehouse electrical, mechanical, ventilation, equipment and finishes.




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EXHIBIT C
 LANDLORDS AGREEMENT
 LANDLORDS SUBORDINATION AGREEMENT
 
 WITNESSETH:
 
          Initial:EXHIBIT C  Page 1




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landlord:By:Printed Name:Title:Address:TENANT:By:Printed Name:Title:Address:SECURED PARTY:By:Printed Name:Title:Address:
 Initial:EXHIBIT C  Page 2




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FINANCING
STATEMENT
 
 Debtors Name
and Address:
    
    SPORTS SUPPLY GROUP, INC.1901 Diplomat DriveFarmers Branch, Texas 75234Secured Partys
Name
and Address:
    
    CENTRE DEVELOPMENT CO., INC.P.O. BOX 802087Dallas, Texas 75380-2087Date:
    
    April , 1994
    Record Owner:
    
    Secured PartyCollateral is or may include Fixtures
  DEBTOR:SPORTS SUPPLY GROUP, INC.,a Delaware corporationBy:Printed Name:Title:WITNESS:




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FINANCING
STATEMENT
  Debtors Name
and Address:
    
    SPORTS SUPPLY GROUP, INC.1901 Diplomat DriveFarmers Branch, Texas 75234Secured Partys Name
and Address:
    
    CENTRE DEVELOPMENT CO., INC.P.O. Box 802087Dallas, Texas 75380-2087Date:
    
    April ___, 1994
    Record Owner:
    
    Secured PartyCollateral is or may include Fixtures
  DEBTOR:SPORTS SUPPLY GROUP, INC.,a Delaware corporationBy:Printed Name:Title:WITNESS:




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13700 Benchmark Drive
Farmers Branch, Texas 75234
 AMENDMENT
TO INDUSTRIAL LEASE AGREEMENT
       AMENDMENT
TO INDUSTRIAL
    
    Initial:LEASE AGREEMENT  Page 1




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REPAIRS AND MAINTENANCE.
  AMENDMENT
TO INDUSTRIAL
    
    Initial:LEASE
AGREEMENT  Page 2




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AMENDMENT
TO INDUSTRIAL
    
    Initial:LEASE
AGREEMENT  Page 3




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AMENDMENT
TO INDUSTRIAL
    
    Initial:LEASE
AGREEMENT  Page 4




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LANDLORD:CENTRE DEVELOPMENT CO., INC.,a Texas corporationBy
    /s/Printed Name:Title:
  TENANT:SPORT SUPPLY GROUP,
INC.,
a Delaware corporationATTEST:By:
    
    /s/ Peter BlumenfeldPrinted Name:


    
    
    Printed Name: Peter BlumenfeldTitle:
    
    
    
    
    Title: President/COO
 AMENDMENT TO INDUSTRIAL
    
    Initial:LEASE AGREEMENT  Page 5




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EXHIBIT
C




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EXHIBIT
D




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SECOND AMENDMENT TO LEASE
  W I T N E S S E T H:
 th th
   1.
    
    The Term of the Lease is hereby extended so that the expiration date of the Lease shall be
December 31, 2007 (the Extension Period).2.
    
    Effective February 1, 2005 and continuing through the Extension Period, the monthly Basic
Rental due and payable by Tenant in accordance with the terms of the Lease shall be as
follows:
 02/01/05-3/31/05:
    
    $0.00 *04/01/05-12/31/07:
    
    $45,210.25 per month ($3.00 p.s.f./annum)
  * Tenant will continue to pay any and all Additional Rent during the free rent
period (February 1, 2005  March 31, 2005) in accordance with the provisions of the
Lease, except as otherwise provided for herein. 3.
    
    Tenant shall be responsible for the payment of Additional Rent in accordance with the
provisions of the Lease. The parties hereby acknowledge and agree that Additional Rent shall
include, but not be limited to, certain operating expenses as described herein, and Tenant
shall be responsible for its pro rata share thereof. Further, the parties acknowledge that
such operating expenses are estimates only and Landlord makes no guaranty that such estimates
are accurate. Landlord shall provide Tenant within 90 days following the final day of the
calendar year Landlords itemized year-end common area maintenance reconciliation reports
which reference and include the operating expenses for such year. If Tenants total payments of such operating expenses for any year are
less than Tenants pro rata share of actual operating expenses for such year, then Tenant shall
pay the difference to Landlord within 30 days after demand, and if more, then Landlord shall
retain such excess and credit it against Tenants next payments or, if no further payments are
due, refund such excess to Tenant within 30 days after the expiration or termination of the
Lease.4.
    
    Tenant may make certain tenant improvements to the Premises
(Tenant Improvements) subject
to Landlords approval of the plans and specifications related thereto, such approval not to
be unreasonably withheld or delayed. Upon surrender of the Premises, all Tenant Improvements
shall remain on the Premises as Landlords property, except to the extent Landlord requires
removal at Tenants expense of any such items or Landlord and Tenant have otherwise agreed in
writing in connection with Landlords approval to any Tenant Improvements. Tenant shall repair
any damage caused by such removal.
 $70,000 December 31, 2004 January 1,
2005.
 5.
    
    Insofar as the specific terms and provisions of this Amendment purport to amend or modify or
are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and
provisions of this Amendment shall govern and control; in all other respects, the terms,
provisions and exhibits of the Lease shall remain unmodified and in full force and effect.6.
    
    Tenant warrants that it has had no dealings with any broker or agent, other than Kurt
Griffin, Cushman & Wakefield (CW), in connection with this Amendment, and covenants
to pay, hold harmless and indemnify Landlord from and against any and all costs, expenses of
liability for any compensation, commissions, and charges claimed by any other broker or agent,
with respect to this Amendment or the negotiation thereof claiming by, through or under
Tenant. Landlord shall pay CW a commission in accordance with a separate agreement between
Landlord and CW.7.
    
    Any obligation or liability whatsoever of ProLogis which may arise at any time under the
Lease or this Amendment or any obligation or liability which may he incurred by it pursuant
to any other instrument, transaction or




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8.
    
    In Section 24 of the Lease, the words including negligence of the parties hereto,
their agents, partners, directors, officers and employees are hereby modified to read
INCLUDING NEGLIGENCE HEREUNDER OF THE PARTIES HERETO, THEIR AGENTS, PARTNERS, DIRECTORS,
OFFICERS AND EMPLOYEES.
 THIS SECTION RELEASES A PARTY FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE AS THE SAME RELATES TO
SUCH CAUSES WHICH COULD BE INSURED AGAINST UNDER SUCH INSURANCE POLICIES.
 9.
    
    In Section 26 of the Lease, the reference to C. David Zoba shall be replaced by a
reference to Real Estate Section Head.
  TENANT:
    
    
    
    LANDLORD:Sport Supply Group, Inc.
    
    
    
    ProLogis, a Maryland real estate investment trusta Delaware CorporationBy:
    
    /s/ TM Babilla
    
    
    
    By:
    
    /s/ Eric D. BrownIts:
    
    COO
    
    
    
    Its:
    
    SENIOR VICE PRESIDENT