AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     This Amendment No. 1 to Employment Agreement (this "Amendment") is
dated to be effectivee  aas of February 25, 2000 (the "Effective Date"), by
and between Sport Supply Group, Inc., a Delaware corporation
("Employer") and Terrence M. Babilla  ("Employee").

     WHEREAS, Employer and Employee entered into an Employment Agreement
(the "Agreement") dated January 14, 1998, which is scheduled to expire
on January 13, 2001.

     WHEREAS, pursuant to a resolution of the Board of Directors (the
"Board"), the Board deemed it to be in the best interest of Employer to
extend the termination date of the Agreement to December 31, 2002.

     NOW, THEREFORE, the parties hereto agree as follows:

1. Section 1 of the Agreement is deleted in its entirety and is replaced
with the following:

"Term.  Subject to the terms and conditions set forth in this Agreement,
Employer hereby employs Employee, and Employee hereby accepts such
employment from Employer, for a period commencing on January 14, 1998
(the "Effective Date") and expiring on December 31, 2002, except as
otherwise provided herein."

2. Section 8(b) of the Agreement is deleted in its entirety and is
replaced with the following:

	  "(b)  If Employer terminates Employee other than for Cause or
in the event of a Constructive Discharge of Employee (as hereinafter
defined) during the term hereof, Employer shall (i) pay Employee his
Salary (A) through the stated term of this Agreement, if such
termination or Constructive Discharge occurs prior to June 30, 2001, or
(B) through a period of 18 months from the date of such termination or
Constructive Discharge, if such termination or Constructive Discharge
occurs on or after June 30, 2001  (in either event Employee shall also
receive all accrued but unused personal, vacation, and sick days and
less all amounts required to be withheld or deducted therefrom and all
amounts owed or due by Employee to Employer), and (ii) continue to
provide Employee, during the period through which his  Salary will be
paid, health insurance with coverage no less than the coverage available
during such period to Employer's senior executive officers, and Employer

shall have no other obligation hereunder.  Notwithstanding anything to
the contrary contained herein, if Employee is paid in full pursuant to
the terms of that certain Severance Agreement by and between Employer
and Employee, then Employee will not be entitled to receive any
severance payment under this Section 8(b).  Section 8(b)(i)(B) of this
Agreement shall survive even if this Agreement expires by its own terms
unless Employer and Employee agree in writing to mutually terminate this
Agreement or amend this provision or if Employer and Employee enter into
a new Employment Agreement."

3. Except as amended herein, the Employment Agreement shall remain in
full force and effect.

     IN WITNESS WHEREOF, the parties to this Amendment have executed and
delivered this Amendment on the date first above written.

				   EMPLOYER:

				   SPORT SUPPLY GROUP, INC.
				   By:  /s/ Geoffrey P. Jurick
				   Chairman of the Board and
				   Chief Executive Officer

				   EMPLOYEE:

				   /s/ Terrence M. Babilla
				   Terrence M. Babilla