CONSENT AGREEMENT

Exhibit 10.2

CONSENT AGREEMENT

This CONSENT AGREEMENT (“Consent Agreement”) is entered into as of this 9^th day of May, 2005 by and between XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC. (“MLBFS”) and COLLEGIATE PACIFIC INC. (“Customer”), XXXXXXX TEAM SPORTS INC. (“Xxxxxxx”), TOMARK SPORTS INC. (“Tomark”), XXXXX SPORTING GOODS CO., INC, (“Xxxxx”) and CMS OF CENTRAL FLORIDA INC. (“CMS”, which together with Kesoler, TomarK and Xxxxx shall collectively and Individually as “Guarantor”); individually each of Customer and each Guarantor shall be known herein as a “Credit Party” and collectively as the “Credit Parties”.

WHEREAS, MLBFS and Customer are parties to contain WCMA loan and Security Agreement No. 586-07007 dated as of December 16, 2003, as amended and/or extended from time to time (as so amended and/or extended, the “Loan Agreement”);

WHEREAS, the Credit Parties have requested that MLBFS consent to the proposed activity or transactions described herein on the terms and conditions contained herein.

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

     Section 1. Limited-Consent. From and after the Consent Effective Date, but subject to the satisfaction of the conditions set forth in Sections 2, 3 and 4 below, MLBFS hereby:

	(a)	consents to customer’s acquisition of 100% of the stock of Xxxxxxx and Sons Inc. (“Xxxxxxx”) (the “Acquisition”) and
	(b)	agrees that actions contemplated by clauses (a) above shall not constitute an Event of Default under the Loan Documents.

The Credit Parties acknowledge and agree that the consent contained in the foregoing sentence shall not be deemed to be or constitute a consent to any future action or inaction on the part of the Customer or any other Credit Party that might result in a Default or Event of Default, and shall not constitute a waiver of any covenant, term or provision In the Loan Agreement or the other Loan Documents, or hinder, restrict or otherwise modify the rights and remedies of MLBFS following the occurrence of any present or future Default or Event of Default under the Loan Agreement or any other Loan Document.

     Section 2.- Effectiveness of Consent. This Consent Agreement shall be effective as of the closing of the Acquisition (the “Consent Effective Date”), subject, to receipt by MLBFS of each of the following in form and substance satisfactory to MLBFS:

	(a)	counterparts of this Consent Agreement duly executed by each of the Credit Parties and MLBFS;
	(b)	payment of all fees, costs and expenses of MLBFS, Including without limitation the fees of MLBFS’ counsel incurred in connection with the negotiation, documentation and closing of this Consent Agreement and any other outstanding fees and expenses owing by the Customer to such counsel;
	(c)	a copy of the final stock purchase agreement for the Acquisition subject to the review and approval of MLBFS;
	(d)	Such other documents, certificates or other confirmations as MLBFS may reasonably request;
	(e)	Balance sheet of Xxxxxxx as of a date within 5 days prior to the closing date of Acquisition; and
	(f)	By execution of this Consent Agreement, the Customer and all Guarantors (as such term is defined in the Loan Agreement) hereby agree to amend the Loan Agreement to require that the following be submitted in MLBFS within 45 days of the closing of the Acquisition.

(i)   An executed unconditional Guaranty by Salked of the Customer’s obligations to MLBFS;

	(ii)	An executed security agreement and landlord waiver by Xxxxxxx and UCC financing statements and lien searches evidencing a first lien on Salkelds’ assets; and
	(iii)	Subordination to all debt incurred by Customer in connection with the Acquisition.

     Section 3. Representations of the Credit Parties. The Credit Parties represent and warrant to MLBFS that:

     (a) Compliance with Laws. Etc. The execution and delivery by the Customer and the other Credit Parties of this Consent Agreement does not and will not, by the passage of time, the giving of notice or otherwise; (i) require the approval of any governmental authority or any other Person (other than those approvals which have been obtained and remain effective), or violate any applicable law relating to such Credit Party or (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Credit Party, or any indenture, agreement or other instrument to which such Credit Party is a party or by which it or any of its properties may be bound.

     (b) No Default As of the data hereof and as of the Consent Effective Date, no Default or Event of Default has occurred and is continuing, nor will any exist immediately after giving effect to this Consent Agreement.

     (c) Representations and Warranties in Loan Agreement and other Loan Documents. All representations and warranties set forth in the Loan Agreement and other Loan Documents are true and correct on and as of the date hereof except for those that expressly relate to a prior date. Without limiting the generality of the foregoing, the Credit Parties represent and warrant to MLBFS that all conditions set forth in Section 3.3(k) of the Loan Agreement have been satisfied.

     (d) Due Authorization. The execution, delivery and performance by the Credit Parties of this Consent Agreement have been duly authorized by all necessary corporate and other action.

     Section 4. REAFFIRMATION OF OBLIGATIONS. Each of the Credit Parties hereby reaffirms its continuing obligations owing to MLBFS under the Loan Document to which such Person is a party and agrees that the activity or transactions contemplated by this Consent Agreement shall not in any way affect the validity and enforceability of any such Loan Document or reduce, impair or discharge the obligations or collateral of such Person thereunder.

     Section 5. GOVERNING LAW. THIS CONSENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

     Section 6. Effect. Except as expressly herein modified, the terms and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect.

     Section 7. Counterparts. This Consent Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

     Section 8. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Loan Agreement and the other Loan Documents.

     Section 9. No Novation. Neither this Consent Agreement nor any of the transactions contemplated hereby shall be deemed to be a novation of any of the Obligations of the Customer or any other Credit Party under the Loan Agreement or the other Loan Documents.

[Signatures on Following Pages]

     IN WITNESS WHEREOF, the parties hereto have caused the Consent Agreement to be executed as of the date first above written.

	COLLEGIATE PACIFIC INC.;
	By:	/s/ XXXXXXX X. XXXXXXXXXX
	Name:	XXXXXXX X. XXXXXXXXXX
	Title:	CEO

XXXXXXX’X TEAM SPORTS INC.:
By:		/s/ XXXXXXX X. XXXXXXXXXX
Name:		XXXXXXX X. XXXXXXXXXX
Title:		CEO
TOMARK SPORTS INC.:
By:		/s/ XXXXXXX X. XXXXXXXXXX
Name:		XXXXXXX X. XXXXXXXXXX
Title:		CEO
XXXXX SPORTING GOODS CO., INC.
By:		/s/ XXXXXXX X. XXXXXXXXXX
Name:		XXXXXXX X. XXXXXXXXXX
Title:		CEO
CMS OF CENTRAL FLORIDA INC.
By:		/s/ XXXXXXX X. XXXXXXXXXX
Name:		XXXXXXX X. XXXXXXXXXX
Title:		CEO
XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.;
By:		/s/ XXXXX XXXXX
Name:		XXXXX XXXXX
Title :		VP