SPORT SUPPLY GROUP INC
AMENDMENT TO AMENDED AND RESTATED STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>exh10-3.txt
<DESCRIPTION>AMENDMENT TO AMENDED AND RESTATED STOCK OPTION PLAN
<TEXT>

                                                                 EXHIBIT 10.3


                               AMENDMENT NO. 1
                                    TO THE
                           SPORT SUPPLY GROUP, INC.
                    AMENDED AND RESTATED STOCK OPTION PLAN

 AMENDMENT to the Sport Supply Group, Inc. Amended and Restated Stock Option
 Plan (the "Plan") dated as of this 28 day of August, 2003.  The Plan was
 last amended by action of the Board of Directors of Sport Supply Group, Inc.
 (the "Company") amending and restating the Plan on January 13, 1997, subject
 to shareholder approval, which approval was obtained on March 21, 1997.

 Absent action by the Board, the Plan would be considered to have expired
 on December 31, 2000.  By resolution approved unanimously by the Board, the
 term of the Plan was extended by virtue of the approval of this Amendment.
 Accordingly, Section 10 of the Plan is hereby amended to read in its
 entirety as follows:

      10. EXPIRATION AND TERMINATION OF THE PLAN

      This Plan will continue in effect until the earlier of its termination
      by the Board or the date on which all of the shares available for
      issuance under the Plan have been issued and all restrictions on
      such shares under the terms of the Plan and the agreements evidencing
      options granted under the Plan have lapsed; provided, however, that
      incentive stock options may only be granted on or prior to December 31,
      2000.  This Plan may be abandoned, suspended or terminated at any time
      by the Board of Directors of the Company except with respect to any
      options then outstanding under the Plan.


 The amendments set forth herein shall become effective when this Amendment
 is signed below.

 Except as herein modified and amended, all the terms and conditions of the
 Plan shall remain in full force and effect, and this Amendment shall in no
 event be deemed to adversely affect any right or claim of any party under,
 or by virtue of, the Plan or any options issued thereunder.

 SPORT SUPPLY GROUP, INC.

 By:______________________________
 Geoffrey P. Jurick
 Chairman of the Board

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</DOCUMENT>
