0000950134-05-022184 Sample Contracts

CONSENT AGREEMENT
Consent Agreement • November 23rd, 2005 • Collegiate Pacific Inc • Retail-catalog & mail-order houses

Consent Agreement (this “Consent”), dated as of November 22, 2005 among MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. (“MLBFS”), COLLEGIATE PACIFIC INC. (the “Customer”), KESSLERS TEAM SPORTS, INC. (“Kessler”), TOMARK SPORTS INC. (“Tomark”), DIXIE SPORTING GOODS CO., INC. (“Dixie”), CMS OF CENTRAL FLORIDA, INC. (“CMS”), and SALKELD & SONS, INC. (“Salkeld”, and together with Kessler, Tomark, Dixie and CMS, the “Guarantors”; and individually, a “Guarantor”). Customer and the Guarantors are collectively referred to herein as the “Credit Parties”; and individually as a “Credit Party”.

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TERMINATION AGREEMENT
Termination Agreement • November 23rd, 2005 • Collegiate Pacific Inc • Retail-catalog & mail-order houses

This TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2005 by and among COLLEGIATE PACIFIC INC., a Delaware corporation (“Parent”), CP MERGER SUB, INC., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Collegiate Pacific Parties”), and SPORT SUPPLY GROUP, INC., a Delaware corporation (“SSG” and, together with the Collegiate Pacific Parties, the “Parties,” and each, a “Party”).

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