SPORT SUPPLY GROUP INC
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>exh10-4.txt
<DESCRIPTION>THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.4


                THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
                ----------------------------------------------

      THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this  "Amendment")
 is made and entered  into as of  the 6th day  of November, 2003  ("Effective
 Date"), by and  among CONGRESS  FINANCIAL CORPORATION  (SOUTHWEST), a  Texas
 corporation ("Lender"),  SPORT SUPPLY  GROUP, INC.,  a Delaware  corporation
 ("SSG"),  and  ATHLETIC  TRAINING   EQUIPMENT  COMPANY,  INC.,  a   Delaware
 corporation  ("ATEC")  (SSG  and  ATEC,  individually  and/or  collectively,
 jointly and severally, "Borrower").


                            PRELIMINARY STATEMENTS
                            ----------------------

      A.   Lender and  Borrower  have  entered into  that  certain  Loan  and
 Security Agreement, dated March 27, 2001,  as amended by that certain  First
 Amendment to Loan and Security Agreement  dated October 1, 2002, as  further
 amended by  that certain  Second Amendment  to Loan  and Security  Agreement
 dated June 27, 2003 (as amended, modified or supplemented from time to time,
 the "Loan Agreement"),  pursuant to which  Lender has  entered into  certain
 financing arrangements with Borrower.

      B.   The parties  hereto have  agreed to  amend the  Loan Agreement  as
 hereinafter set forth.

      NOW, THEREFORE, in consideration of  the premises herein contained  and
 other good and valuable consideration, the receipt and sufficiency of  which
 are hereby acknowledged, the parties, intending  to be legally bound,  agree
 as follows:

                                  AGREEMENT
                                  ---------


                                  ARTICLE I

                                 Definitions
                                 -----------

      1.01 Capitalized terms used in this Amendment  are defined in the  Loan
 Agreement, as amended hereby, unless otherwise stated.


                                  ARTICLE II

                                  Amendments
                                  ----------

      2.01 Amendment to 1.5.  Effective as of the Effective Date, Section 1.5
 of the Loan Agreement is hereby deleted in its entirety and the following is
 inserted in lieu thereof:

           "'Availability Reserves'  shall  mean,  as  of  any  date  of
      determination, such  amounts  as  Lender may  from  time  to  time
      establish  and  revise  in  good  faith  reducing  the  amount  of
      Revolving Loans and  Letter of Credit  Accommodations which  would
      otherwise be available  to Borrower under  the lending  formula(s)
      provided   for   herein:   (a)  to  reflect  events,   conditions,
      contingencies or  risks which,  as determined  by Lender  in  good
      faith, do or  may affect either  (i) the Collateral  or any  other
      property which is security for the Obligations or its value,  (ii)
      the assets, business or  prospects of Borrower  or any Obligor  or
      (iii) the security  interests and other  rights of  Lender in  the
      Collateral (including the enforceability, perfection and  priority
      thereof) or (b)  to reflect Lender's  good faith  belief that  any
      collateral report  or financial  information  furnished by  or  on
      behalf of Borrower or  any Obligor to Lender  is or may have  been
      incomplete, inaccurate or  misleading in any  material respect  or
      (c) to  reflect outstanding  Letter  of Credit  Accommodations  as
      provided in Section 2.2 hereof or (d) in  respect of any state  of
      facts which Lender determines in  good faith constitutes an  Event
      of Default  or  may, with  notice  or  passage of  time  or  both,
      constitute an Event of Default.   Without limiting the  foregoing,
      (i) Lender  may establish  Availability Reserves  with respect  to
      Borrower's  personal  property  taxes  relating  to  any  property
      located in the state of Texas immediately upon Borrower's  receipt
      of a notice from the taxing authority that such taxes are  payable
      and until  Lender receives  verification satisfactory  to it  that
      such taxes have been paid in full, (ii) the Availability  Reserves
      established  by  Lender  as  of  the  date  hereof  set  forth  on
      Schedule 1.5 and (iii) Lender may establish Availability  Reserves
      with respect to dilution of Borrower's Accounts in excess of  five
      percent (5%) (as determined by Lender in its discretion)."

      2.02 Amendment to Section 1.15(b).  Effective as of the Effective Date,
 Section 1.15(b) of the Loan Agreement is hereby deleted in its entirety  and
 the following is inserted in lieu thereof:

           "(b) (i) with respect  to SSG, such  Accounts are not  unpaid
      more than one  hundred twenty  (120) days  after the  date of  the
      original invoice  for them  and (ii) with  respect to  ATEC,  such
      Accounts are not unpaid  more than one  hundred eighty (180)  days
      after the date of the original invoice for them and do not  exceed
      $1,250,000 in the aggregate at any time;"

      2.03 Amendment to Section 1.15(n).  Effective as of the Effective Date,
 Section 1.15(n) of the Loan Agreement is hereby deleted in its entirety  and
 the following is inserted in lieu thereof:

           "(n) (i) with respect to SSG, such  Accounts are not owed  by
      an account debtor who has Accounts unpaid one hundred twenty (120)
      days after the date of the original invoice for them and (ii) with
      respect to ATEC, such Accounts are not owned by an account  debtor
      who has Accounts paid one hundred eighty (180) days after the date
      of the  original invoice  for them,  which, in  each case,  unpaid
      Accounts constitute more  than fifty  percent (50%)  of the  total
      Accounts of such account debtor; and"

      2.04 Amendment to Section 1.28.   Effective as  of the Effective  Date,
 Section 1.28 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "1.28     'Finished Goods Inventory Advance Rate' shall mean,
      with respect to  Eligible Inventory  constituting finished  goods,
      the lesser  of  (a)  eighty-five  percent  (85%)  of  net  orderly
      liquidation value, or (b) sixty-five percent (65%) of Cost."

      2.05 Amendment to Section 1.34.   Effective as  of the Effective  Date,
 Section 1.34 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "1.34     'Interest Rate' shall mean, as to Prime Rate Loans,
      a rate equal to the Prime Rate and, as to Eurodollar Rate Loans, a
      rate equal to the sum of  (a) the Adjusted Eurodollar Rate  (based
      on the Eurodollar Rate applicable for the Interest Period selected
      by Borrower Representative  as in effect  three (3) Business  Days
      after the date  of receipt by  Lender of the  request of  Borrower
      Representative for such Eurodollar  Rate Loans in accordance  with
      the terms hereof, whether  such rate is higher  or lower than  any
      rate previously quoted to Borrower Representative), plus 2.25%.

           Notwithstanding the above, the  Interest Rate shall mean  the
      rate equal to the  sum of the two  percent (2.00%) per annum  plus
      the otherwise applicable Interest  Rate, at Lender's option,  with
      notice, (a) for the period (i) from  and after the effective  date
      of termination  or non-renewal  hereof until  Lender has  received
      full and final payment  of all obligations (notwithstanding  entry
      of a judgment against Borrower) and  (ii) from and after the  date
      of the occurrence of an Event of Default for so long as such Event
      of Default is continuing as determined  by Lender, and (b) on  the
      Revolving Loans at any time outstanding  in excess of the  amounts
      available to  Borrower  under  Section  2  (whether  or  not  such
      excess(es), arise or are made  with or without Lender's  knowledge
      or consent and whether made before or after an Event of  Default),
      provided, however, that if any such excess arises as a direct  and
      immediate result  of  the imposition  of  additional  Availability
      Reserves, the reduction of any lending formula or the creation  of
      additional criteria for Eligible Accounts or Eligible Inventory by
      Lender, then the Interest Rate shall  not increase as a result  of
      such excess as provided  in this paragraph  until and unless  such
      excess continues to exist thirty (30) days after the  commencement
      of such action by Lender."

      2.06 Amendment to Section 1.43.   Effective as  of the Effective  Date,
 Section 1.43 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "'Maximum Credit' shall mean the amount of $20,000,000."

      2.07 Amendment to Section  2.1(a)(i).   Effective as  of the  Effective
 Date, the reference to "eighty percent (80%)" contained in Section 2.1(a)(i)
 of the Loan Agreement is hereby  deleted in its entirety, and the  reference
 to "eighty-five percent (85%)" is inserted in lieu thereof.

      2.08 Amendment  to  Section  2.1(a)(ii)(A)(2).   Effective  as  of  the
 Effective Date, Section  2.1(a)(ii)(A)(2) of  the Loan  Agreement is  hereby
 deleted in its entirety and the following is inserted in lieu thereof:

           "(2) the lesser of (a) twenty-five percent (25%) of the Value
      of  Eligible  Inventory  consisting  of  raw  materials  for  such
      finished goods or  (b) eighty-five  percent (85%)  of net  orderly
      liquidation value, as determined by Lender in good faith, plus"

      2.09 Amendment to Section 3.1.  Effective as of the Effective Date, the
 reference to "eighty  percent (80%)" contained  in Section 3.1  of the  Loan
 Agreement is hereby deleted  in its entirety, and  the reference to  "ninety
 percent (90%)" is inserted in lieu thereof.

      2.10 Amendment to Section 3.3.  Effective as of the Effective Date, the
 reference to  "$3,000" contained  in Section 3.3  of the  Loan Agreement  is
 hereby deleted in its entirety and the reference to "$2,500" is inserted  in
 lieu thereof.

      2.11 Amendment to Section  3.6.  Effective  as of  the Effective  Date,
 Section 3.6 of the Loan Agreement is hereby deleted in its entirety and  the
 following is inserted in lieu thereof:

           "3.6 Third Amendment  Closing Fee.    Borrower shall  pay  to
      Lender an amendment  fee with respect  to the  Third Amendment  to
      Loan and Security Agreement  dated as of November  6, 2003, in  an
      amount equal to  $62,500.00 which fee  shall be  fully earned  and
      non-refundable as of November 6, 2003 and payable in  installments
      in the  amount of  $20,833.33,  each of  which  shall be  due  and
      payable  on  each  of  November  6,  2003,  November 1,  2004  and
      November 1, 2005.  If Borrower terminates this Agreement  pursuant
      to Section 12.1(a)(ii) prior to  November 1, 2005, Borrower  shall
      pay the outstanding amount of such  amendment fee (in addition  to
      other amounts due hereunder) to Lender on such termination date."

      2.12 Deletion of Section 7.4(e).  Effective  as of the Effective  Date,
 Section 7.4(e) of the Loan Agreement is hereby deleted in its entirety,  and
 subsections (f), (g), (h), (i) and (j)  of Section 7.4 shall be  re-lettered
 to (e), (f), (g), (h) and (i), respectively.

      2.13 Amendment to Section 9.15.   Effective as  of the Effective  Date,
 Section 9.15 of the Loan Agreement is hereby deleted in its entirety and the
 following is inserted in lieu thereof:

           "9.15     Adjusted Net Worth.  SSG and its subsidiaries, on a
      consolidated basis, shall,  at all  times during  the periods  set
      forth below,  maintain Adjusted  Net Worth  of not  less than  the
      amount set forth below for each such period:

                             Period                         Minimum Adjusted
                                                               Net Worth
      ---------------------------------------------------   ----------------

      At all times during the period from October 1, 2003     $25,000,000
      through March 31, 2004

      At all times thereafter                                 $27,500,000"


      2.14 Amendments to Section 12.1.  Effective  as of the Effective  Date,
 (a) the  first  sentence  of  Paragraph (a)  of  Section 12.1  of  the  Loan
 Agreement is hereby deleted in its entirety and the following is inserted in
 lieu thereof:

           "This Agreement  and  the other  Financing  Agreements  shall
      become effective as of the date set forth on the first page hereof
      and shall continue in full force  and effect for a term ending  on
      the earlier of (i) October 31, 2007 (the "Renewal Date"), and from
      year to year thereafter, unless sooner terminated pursuant to  the
      terms hereof or  (ii) at Lender's  option, the date  on which  any
      Person or group  of Persons  (as used  within the  context of  the
      definition of beneficial  ownership described  below), other  than
      Emerson and its shareholders,  officers and directors, shall  have
      acquired beneficial ownership  (within the  meaning of  Rule 13d-3
      promulgated  by  the  Securities  Exchange  Commission  under  the
      Securities Exchange Act of 1934, as amended) of and having  voting
      control over shares of capital stock  of SSG in amount  sufficient
      to allow them to elect a majority of the board of directors of SSG
      (in which case, no renewals or extensions shall apply)."

      and (b) Paragraph (c) of Section  12.1 of the Loan Agreement is  hereby
 deleted in its entirety and the following is inserted in lieu thereof:

           "(c) If for any reason this Agreement is terminated  pursuant
      to Section 12.1(a)(ii) prior to the  Renewal Date or is  otherwise
      terminated prior to the  end of the then  current term or  renewal
      term of this Agreement, in view of the impracticality and  extreme
      difficulty of ascertaining actual damages and by mutual  agreement
      of the parties  as to a  reasonable calculation  of Lender's  lost
      profits as a  result thereof, Borrower  agrees to  pay to  Lender,
      upon the effective date of such termination, an early  termination
      fee in the amount set forth below if such termination is effective
      in the period indicated:

                        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

      Such early termination fee shall be  presumed to be the amount  of
      damages sustained by Lender as a result of such early  termination
      and Borrower agrees that it is reasonable under the  circumstances
      currently existing.  In addition, Lender shall be entitled to such
      early termination fee upon the occurrence of any Event of  Default
      described in Sections 10.1(g) and  10.1(h) hereof, even if  Lender
      does not  exercise  its right  to  terminate this  Agreement,  but
      elects, at its option, to provide financing to Borrower or  permit
      the use  of cash  collateral under  the United  States  Bankruptcy
      Code.  The early termination fee provided for in this Section 12.1
      shall be  deemed included  in  the Obligations.    Notwithstanding
      anything contained herein to  the contrary, the early  termination
      fee shall not apply to any early termination as the result of  (i)
      a complete refinancing of the Loans by an affiliate of Lender,  or
      (ii) a complete refinancing  pursuant to the  sale in the  capital
      markets of debt obligations of, or equity interests in,  Borrower,
      (iii) a  complete refinancing  of the  Loans  by an  affiliate  of
      Borrower, or (iv) if Borrower merges with Emerson."


                                 ARTICLE III

                             Conditions Precedent
                             --------------------

      3.01 Conditions to Effectiveness.  The effectiveness of this  Amendment
 is subject to the satisfaction of the following conditions precedent, unless
 specifically waived in writing by Lender:

           (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
           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  (unless
      otherwise made on a specific date as set forth therein, in which  case,
      such representations and  warranties shall be  true and  correct as  of
      such date).

           (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.

           (e)  Borrower shall have paid the portion of the amendment fee due
      on the  Effective  Date  of this  Amendment  as  required  pursuant  to
      Section 3.6 of the Loan Agreement, as amended hereby.


                                  ARTICLE IV

                                  No Waiver
                                  ---------

      Nothing contained in this Amendment shall  be construed as a waiver  by
 Lender of  any covenant  or provision  of the  Loan Agreement  or the  other
 Financing Agreements or of any other  contract or instrument among  Borrower
 and Lender, and  the failure of  Lender at any  time or  times hereafter  to
 require strict performance by  Borrower of any  provision thereof shall  not
 waive, affect or diminish  any right of Lender  to thereafter demand  strict
 compliance therewith.  Lender hereby reserves  all rights granted under  the
 Loan Agreement, the  other Financing Agreements  and any  other contract  or
 instrument among Borrower and Lender.


                                  ARTICLE V

                Ratifications, Representations and Warranties
                ---------------------------------------------

      5.01 Ratifications.   The  terms  and  provisions  set  forth  in  this
 Amendment shall modify and supersede  all inconsistent terms and  provisions
 set forth in  the Loan Agreement  and the other  Financing Agreements,  and,
 except as expressly modified and superseded by this Amendment, the terms and
 provisions of  the Loan  Agreement and  the other  Financing Agreements  are
 ratified and  confirmed  and  shall  continue  in  full  force  and  effect.
 Borrower and Lender agree  that (a) the Loan  Agreement, as amended  hereby,
 and the  other  Financing Agreements  shall  continue to  be  legal,  valid,
 binding and  enforceable  in accordance  with  their respective  terms,  and
 (b) the security interests in the Collateral are in full force and effect.

      5.02 Representations and  Warranties  of  Borrower.    Borrower  hereby
 represents and  warrants to  Lender that  (a)  the execution,  delivery  and
 performance of this  Amendment and any  and all  other Financing  Agreements
 executed and/or delivered in connection herewith have been authorized by all
 requisite corporate action on the part of Borrower and will not violate  the
 Certificate of Incorporation or Bylaws of Borrower; (b) the  representations
 and warranties contained in the Loan  Agreement, as amended hereby, and  any
 other Financing Agreement are true and correct on and as of the date  hereof
 and on and as of the  date of execution hereof as though  made on and as  of
 each such  date (unless  otherwise made  on  a specific  date as  set  forth
 therein, in which case,  such representations and  warranties shall be  true
 and correct as of such date); (c) no Event of Default or event or  condition
 which, with notice or passage of time or both, would constitute an Event  of
 Default under the  Loan Agreement, as  amended hereby, has  occurred and  is
 continuing; (d)  Borrower  is in  full  compliance with  all  covenants  and
 agreements  contained  in  the  Loan  Agreement  and  the  other   Financing
 Agreements, as amended hereby; and (e) Borrower has not amended, modified or
 in any way altered  its Certificate of Incorporation  or Bylaws since  March
 27, 2001.

                                  ARTICLE VI

                           Miscellaneous Provisions
                          -------------------------

      6.01 Survival of Representations and  Warranties.  All  representations
 and warranties made in the Loan Agreement or any other Financing  Agreement,
 including, without  limitation, any  document furnished  in connection  with
 this Amendment, shall survive the execution  and delivery of this  Amendment
 and the other Financing  Agreements, and no investigation  by Lender or  any
 closing shall  affect the  representations and  warranties or  the right  of
 Lender to rely upon them.

      6.02 Reference to Loan Agreement.  Each  of the Loan Agreement and  the
 other Financing Agreements, and any and  all other agreements, documents  or
 instruments now or hereafter  executed and delivered  pursuant to the  terms
 hereof or pursuant to  the terms of the  Loan Agreement, as amended  hereby,
 are hereby amended  so that  any reference in  the Loan  Agreement and  such
 other Financing Agreements to the Loan  Agreement shall mean a reference  to
 the Loan Agreement and the other Financing Agreements as amended hereby.

      6.03 Expenses of  Lender.   As provided  in Section  9.16 of  the  Loan
 Agreement, Borrower agrees to pay on demand all costs and expenses  incurred
 by Lender in connection with the  preparation, negotiation and execution  of
 this Amendment and the other Financing Agreements executed pursuant  hereto,
 and  any  and  all  amendments,  modifications,  and  supplements   thereto,
 including, without limitation, all costs and expenses of filing or recording
 and the reasonable costs and fees of Lender's legal counsel (including legal
 assistants).

      6.04 Severability.  Any provision of this Amendment held by a court  of
 competent jurisdiction to be  invalid or unenforceable  shall not impair  or
 invalidate the remainder of this Amendment  and the effect thereof  shall be
 confined to the provision so held to be invalid or unenforceable.

      6.05 Successors and Assigns.  This Amendment is binding upon and  shall
 inure to the benefit of Lender and Borrower and their respective  successors
 and assigns, except  that Borrower  may not assign  or transfer  any of  its
 rights or obligations hereunder without the prior written consent of Lender.

      6.06 Counterparts.   This Amendment  may be  executed  in one  or  more
 counterparts, each  of which  when so  executed  shall be  deemed to  be  an
 original, but all of which when taken together shall constitute one and  the
 same instrument.

      6.07 Effect of Waiver.   No consent or waiver,  express or implied,  by
 Lender to or for any breach of  or deviation from any covenant or  condition
 by Borrower shall be deemed a  consent to or waiver  of any other breach  of
 the same or any other covenant, condition or duty.

      6.08 Headings.  The headings, captions,  and arrangements used in  this
 Amendment are for convenience only and  shall not affect the  interpretation
 of this Amendment.

      6.09 Applicable Law.  THIS AMENDMENT AND ALL OTHER AGREEMENTS  EXECUTED
 PURSUANT HERETO SHALL BE DEEMED TO HAVE  BEEN MADE AND TO BE PERFORMABLE  IN
 AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL  LAWS
 OF THE STATE OF TEXAS (WITHOUT  GIVING EFFECT TO PRINCIPLES OF CONFLICTS  OF
 LAW).

      6.10 Final Agreement.    THE LOAN  AGREEMENT  AND THE  OTHER  FINANCING
 AGREEMENTS, EACH AS AMENDED HEREBY, REPRESENT  THE ENTIRE EXPRESSION OF  THE
 PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT
 IS EXECUTED.   THE LOAN  AGREEMENT AND  THE OTHER  FINANCING AGREEMENTS,  AS
 AMENDED, 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.   NO  MODIFICATION,  RESCISSION,  WAIVER,
 RELEASE  OR AMENDMENT OF  ANY PROVISION  OF THIS  AMENDMENT SHALL  BE  MADE,
 EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND LENDER.

      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.

      IN WITNESS WHEREOF, this Amendment has  been executed and is  effective
 as of the date first above-written.


                               LENDER:

                               CONGRESS FINANCIAL CORPORATION
                               (SOUTHWEST)

                               By:    /s/ Mark Galovic
                               Name:  Mark Galovic
                               Title: Vice President


                               BORROWERS:

                               SPORT SUPPLY GROUP, INC.

                               By:    /s/ Kenneth Corby
                               Name:  Kenneth Corby
                               Title: Vice President - Corp. Development


                               ATHLETIC TRAINING EQUIPMENT
                               COMPANY, INC.

                               By:    /s/ Terrence M. Babilla
                               Name:  Terrence M. Babilla
                               Title: General Counsel

</TEXT>
</DOCUMENT>
