October 18, 1997


Mr. Geoffrey P. Jurick
Emerson Radio Corp.
Nine Entin Road
Parsippany, New Jersey  07054

Dear Mr. Jurick:

      The  purpose of this letter is to memorialize the agreement between  Sport
Supply Group, Inc. ("SSG") and Emerson Radio Corp. ("Emerson") to delete Section
2.2  of  that  certain Management Services Agreement dated July 1,  1997  to  be
effective  as  of  March 7, 1997 by and between SSG and Emerson  (the  "Services
Agreement").  The parties hereto agree that, effective as of October  18,  1997,
SSG will begin paying Geoffrey P. Jurick directly as an employee of SSG and will
cease  paying  Emerson  $20,833.33 per month, as contemplated  by  the  Services
Agreement.   Consequently, Section 2.2 of the Services Agreement is  deleted  in
its entirety as of October 18, 1997 and shall be of no further force or effect.

     If the foregoing sets forth your understanding with respect to this matter,
please sign this letter in the space provided below and return such copy to  the
undersigned.

                         SPORT SUPPLY GROUP, INC.



                         /s/ Peter S. Blumenfeld
                         Peter S. Blumenfeld
                         President and Chief Operating Officer

ACCEPTED AND AGREED TO
this 18th day of October, 1997.

EMERSON RADIO CORP.



/s/ Geoffrey P. Jurick
Geoffrey P. Jurick
Chairman of the Board and
Chief Executive Officer

cc:  John P. Walker
     Elizabeth Calianese
     Jennifer E. Thomas