SPORT SUPPLY GROUP INC
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh10-2.txt
<DESCRIPTION>FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.2


                FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
                ----------------------------------------------

      THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this  "Amendment")
 is made  and entered  into this  1st  day of  October,  2002, 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 (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 Section 1.3.   Section 1.3 of  the Loan Agreement  is
 hereby deleted  in  its entirety  and  the  following is  replaced  in  lieu
 thereof:

      "1.3 'Adjusted Net  Worth' shall  mean as  to any  Person, at  any
      time, in accordance  with GAAP (except  as otherwise  specifically
      set forth below), on a consolidated basis for such Person and  its
      subsidiaries (if any), the  amount equal to:   (a) the  difference
      between:  (i) the aggregate net  book value of all assets of  such
      Person  and  its  subsidiaries,  calculating  the  book  value  of
      inventory for this  purpose on a  first-in-first-out basis,  after
      deducting from  such  book  values  all  appropriate  reserves  in
      accordance with GAAP  (including but not  limited to all  reserves
      for   doubtful   receivables,   obsolescence,   depreciation   and
      amortization) and (ii)  the aggregate amount  of the  indebtedness
      and  other  liabilities  of  such  Person  and  its   subsidiaries
      (including taxes payable and other proper accruals, but  excluding
      any one-time  non-cash adjustments,  any adjustments  caused by  a
      change in GAAP  or due to  an adoption of  an existing  accounting
      policy different  from  that  currently  in  existence)  plus  (b)
      indebtedness  of  such  Person  and  its  subsidiaries  which   is
      subordinated in right of payment to the full and final payment  of
      all of  the  Obligations on  terms  and conditions  acceptable  to
      Lender."

      2.02 Amendment to Section 9.15.  Section 9.15 of the Loan Agreement  is
 hereby deleted  in  its entirety  and  the  following is  replaced  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:

                                               Minimum Adjusted
                 Period                            Net Worth
      ----------------------------------       ----------------
      From October 1, 2002 through                $33,000,000
      December 31, 2002

      From January 1, 2003 through                $34,000,000
      March 31, 2003

      From April 1, 2003 through                  $34,500,000
      June 30, 2003

      July 1, 2003 through                        $34,500,000
      September 30, 2003

      From October 1, 2003 through                $34,000,000
      December 31, 2003

      Each fiscal year of SSG thereafter          $35,000,000"



                                 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;

           (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.


                                  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; (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:    _______________________
                                 Name:  _______________________
                                 Title: _______________________


                                 BORROWERS:

                                 SPORT SUPPLY GROUP, INC.

                                 By:    _______________________
                                 Name:  _______________________
                                 Title: _______________________


                                 ATHLETIC TRAINING EQUIPMENT
                                 COMPANY, INC.

                                 By:    _______________________
                                 Name:  _______________________
                                 Title: _______________________

</TEXT>
</DOCUMENT>
