SPORT SUPPLY GROUP INC
AMENDMENT NO. 1 TO VOIT LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh10-2.txt
<DESCRIPTION>AMENDMENT NO. 1 TO VOIT LICENSE AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.2


                     AMENDMENT NO. 1 TO LICENSE AGREEMENT
                     ------------------------------------

 THIS AMENDMENT TO LICENSE AGREEMENT (this "Amendment"), effective as of the
 first day of August, 2003, is by and between Sport Supply Group, Inc., a
 Delaware corporation ("SSG") and Voit Corporation, a Texas corporation
 ("Voit").

      WHEREAS, Voit Corporation, a New York corporation ("Voit NY") and BSN
 Corp., a Delaware corporation ("BSN") entered into that certain Agreement
 dated to be effective as of December 9, 1986 (the "License Agreement").

      WHEREAS, effective as of September 30, 1998, BSN assigned all of its
 rights, title and interest in and to the License Agreement to SSG pursuant
 to Section 16(b) of the License Agreement.

      WHEREAS, effective as of December 20, 2002, Voit acquired all of the
 rights, title and interest in and to the License Agreement from Voit NY's
 successor in interest.

      WHEREAS, Voit and SSG desire to amend certain terms and provisions of
 the License Agreement pursuant to the terms and provisions of this
 Amendment.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
 sufficiency of which are hereby acknowledged, the parties hereto agree to
 the following:


 1.   Section 1 of the License Agreement is hereby amended by deleting its
      first paragraph and replacing it with the following

     1. Grant of License. Voit hereby grants to BSN, for a period commencing
        on the date hereof and terminating on December 31, 1989 (the
        "Initial Term") and thereafter for four (4) consecutive renewal
        periods ("Extension Options"), an exclusive license in and to the
        Trademark in the United States for use in connection with the
        manufacture, sale and advertisement of the products listed on
        Schedule A attached hereto (the "Products") and solely to the
        following customers (the "Customers"), such rights licensed
        hereunder being referred to as the "Trademark Rights":

 2.   Section 1 of the License Agreement is hereby amended by deleting
      Section 1(d) in its entirety and replacing it with the following:

           (d)  Persons or entities receiving SSG's various catalogs, or
           purchasing by or through SSG's various catalogs and/or websites.

 3.   Section 1 of the License Agreement is hereby amended by adding the
      following subparagraphs after subparagraph 1(d):

      (a)  Samsclub.com and its affiliates;
      (b)  Amazon.com and its affiliates pursuant to the terms and provisions
           of that certain Merchants@Amazon.com Participation Agreement by
           and between Amazon.com Payments, Inc. and SSG, the relevant
           provisions of which have been provided to Voit;
      (c)  Premium and Incentive wholesale accounts;
      (d)  On a non-exclusive basis, consumers (including, without
           limitation, individual consumers purchasing for their own account)
           and On-Line Sellers (as defined below) located through E-Commerce
           (as defined below).  Voit acknowledges that the right and license
           granted herein includes, but is not limited to, the right for On-
           Line Sellers who have purchased or agreed to purchase Voit-branded
           Products from SSG, to resell and distribute Voit-branded Products
           to any person or entity through E-Commerce.  "On-Line Sellers"
           shall mean any and all entities that sell, offer to sell, resell
           or offer to resell a Product through E-Commerce.  "E-Commerce"
           shall mean conducting business (including the advertisement, offer
           for sale, sale and distribution of products) through a global,
           international, national, local or other electronic network (such
           as the Internet, private network or corporate intranet), or any
           subpart thereof, which may be accessed or created now or in the
           future, and any other current or future means or method of
           advertisement, sale, order taking or distribution via an
           electronic means.  Since the right to sell through E-commerce
           (whether on SSG's websites or through Online Sellers) contemplates
           marketing and advertising Voit branded Products throughout the
           entire world, Voit hereby grants to SSG the non-exclusive right
           and license for (1) SSG, (2) customers of SSG who have or may
           purchase Voit-branded Products from SSG, and (3) others authorized
           by SSG, to display and otherwise promote, advertise, merchandise,
           and offer for sale all Voit-branded Products throughout the world
           to any person or entity of any type, including but not limited to
           the general public.
      (e)  It is expressly understood that Voit and its designees, licensees,
           successors and assigns may sell any products of the type listed as
           Products to any customers not included within the Customers given
           on an exclusive basis, and that SSG or its designees, licensees,
           successors and assigns may not sell to Customers any products
           other than the Products.

 4.   Section 2(a)(i)  of the License Agreement is hereby amended by deleting
      such Section and replacing it with the following:

      (a)  it owns the entire right, title and interest in and to the
           Trademark free and clear of all liens, claims or encumbrances
           of any kind;

 5.   Section 2(a)(iv)  of the License Agreement is hereby amended by
      deleting such Section and replacing it with the following:

      (i)  the execution and delivery of this Agreement, and the performance
           by Voit of its obligations hereunder, are not in violation of and
           will not conflict with any agreement, law, order or other
           restriction binding on Voit;

 6.   Section 3 of the License Agreement is hereby amended by deleting such
      Section and replacing it with the following:

      3.   Term of Extension Options. Each of the Extension Options shall
      have a term of (5) five years (each of such terms being hereinafter
      referred to as an "Extension Term"), the term of the first Extension
      Option to commence on January 1, 1990, and the terms of the second,
      third and forth Extension Options to commence on January 1, 1995, 2000
      and 2005, respectively.

 7.   Section 6(b) is deleted in its entirety and replaced with the
 following:

      (b)  For each Contract Year during any Extension Term, the greater of:
 (i) the average Earnout Price earned during the three (3) calendar years
 immediately preceding the Extension Term in question, but in no event
 greater than $300,000 or less than $100,000 (the "Minimum Exercise Price");
 or (ii) the Earnout Price.

 8.   The first sentence of Section 9 (Ownership of the Trademark) of the
 License Agreement is deleted and replaced with the following sentence (it is
 understood that the remaining Section 9 after the first sentence remains
 unchanged):

      "SSG acknowledges Voit's exclusive right, title and interest in and to
      the Trademark, subject to SSG's rights under this Agreement."

 9.   Section 16(b) (Assignment and Binding Effect) of the License Agreement
 is deleted in its entirety and replaced with the following:

      (b)  Assignment and Binding Effect.    This Agreement may be assigned
           by Voit provided assignee agrees to be bound by the terms and
           conditions of this Agreement. It is the intention of the parties
           that SSG or an authorized distributor of SSG shall sell and
           distribute the Products. SSG may not assign, sub-license or
           transfer this Agreement without the prior written approval of Voit
           which shall not be unreasonably conditioned, delayed, or withheld,
           except that SSG may assign all or a portion of its rights and
           obligations under this Agreement to its affiliate, parent or
           subsidiary without Voit's consent. Subject to the foregoing
           exception, any attempted assignment, sub-license or transfer by
           SSG without such prior written consent shall constitute a material
           default in the obligations of SSG hereunder. Any consent by Voit
           to the assignment of this Agreement shall not relieve SSG from its
           obligations and liabilities hereunder, unless Voit shall also
           expressly in writing agree to such relief.  All of the terms and
           provisions of this Agreement shall be binding upon and inure to
           the benefit of and be enforceable by the parties hereto and their
           respective successors and assigns.

 10.  The addresses in Section 16(d) (Notices) are hereby deleted in their
 entirety and replaced with the following:

      If to Voit:
      -----------
      Voit Corporation
      6391 De Zavala Road
      Suite 223-A
      San Antonio, TX.  78249
      Attn:  CEO

      If to SSG:
      ----------
      Sport Supply Group, Inc.
      1901 Diplomat Drive
      Farmers Branch, TX.  75234
      Attn:  General Counsel


 11.  Section 16(e) (Governing Law) is hereby deleted in its entirety and
      replaced with the following:

      THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING PRINCIPLES OF
      CONFLICTS OF LAWS).

 12.  Schedule A of the License Agreement (Products) is amended to include
      the following products:

      15. Soccer equipment including but not limited to shin guards,
        uniforms, socks, goal keeper gloves, indoor/outdoor foam balls,
        soccer goals and nets, and other accessories.

      16. Exercise equipment.

 13.  Except as  modified  herein, all  other  terms and  conditions  of  the
      License Agreement  shall  continue  in full  force  and  effect.    Any
      conflict between the provisions of this Amendment and the provisions of
      the License Agreement will be resolved in favor of this Amendment.


      IN WITNESS HEREOF, Voit and SSG have respectively signed this Amendment
 to be effective as of the date first hereinabove set forth.


 VOIT CORPORATION                   SPORT SUPPLY GROUP, INC.


 By:  _____________________________      By:  ________________________
        Jose Ramon Elizondo                     Terrence M. Babilla

 Title: Chief Executive Officer          Title: Chief Operating Officer

 Date:  ___________________________      Date:  _______________________


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