Escalade Inc – ‘PRER14A’ on 8/26/98

As of:  Wednesday, 8/26/98   ·   Accession #:  950152-98-7052   ·   File #:  0-06966

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Escalade, Incorporated--Preliminary Proxy/Amend #2   203    834K 

Document Table of Contents

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SCHEDULE 14A
(RULE 14a-101)

 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

AMENDMENT NO. 2   

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[x] Preliminary Proxy Statement                   [ ] Confidential, for Use of  
                                                   the Commission Only (as
                                             permitted by Rule
                                        14a-6(e)(2))
[ ]  Definitive Proxy Statement                                                 

[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              

ESCALADE, INCORPORATED
 ---------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

 ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[ ] No fee required.                                                            

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

         (1)     Title of each class of securities to which transaction applies:

      (2)     Aggregate number of securities to which transaction applies:

 (3)     Per unit price or other underlying value of transaction
            computed pursuant to Exchange Act Rule 0-11 (set forth the
               amount on which the filing fee is calculated and state how it
was determined):                              

FOR THE SALE:                                                 
Aggregate Consideration: $74,500,000                          
Amount of Filing Fee: $14,900.00                              

(4)     Proposed maximum aggregate value of transaction:      

Aggregate Consideration: $74,500,000                          

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(5)      Total fee paid:  $14,900.00                          
[X] Fee paid previously with preliminary materials:                             

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid    
 previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.                            

(1)      Amount Previously Paid:                              

(2)      Form, Schedule or Registration Statement No.:        

(3)      Filing Party:                                        

(4)      Date Filed:                                          

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ESCALADE, INCORPORATED
817 MAXWELL AVENUE
 EVANSVILLE, INDIANA 47717

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 14, 1998 

To the Stockholders of Escalade, Incorporated:                                  

      NOTICE IS HEREBY GIVEN that a Special Meeting of the Stockholders of
ESCALADE, INCORPORATED (the "Company") will be held at the Company's principal  
executive offices located at 817 Maxwell Avenue, Evansville, Indiana, on        
September 14, 1998 at 10:00 a.m., Evansville, Indiana time (the "Special"       
Meeting"). A Proxy Statement, Proxy Card and related materials for the Special  
Meeting are enclosed herewith. The Special Meeting is for the purpose of        
considering and voting upon the following matters:                              

        1. A proposal to sell substantially all of the assets of the Company's
sporting goods business (the "Asset Sale") pursuant to an Asset Purchase        
Agreement, dated June 26, 1998, by and among Sportcraft, Ltd., its wholly-owned 
subsidiary JEN Sports, Inc., the Company and certain of the Company's           
subsidiaries named therein, as amended on July 2, 1998 (the "Purchase           
Agreement"). A copy of the Purchase Agreement is attached as Appendix A to the  
accompanying Proxy Statement.                                                   

        2. A proposal to amend the Company's Amended Articles of Incorporation
to change the Company's name to Martin Yale Group, Inc. (the "Corporate Name    
Change") immediately following the consummation of the Asset Sale. A copy of the
proposed amendment is attached as Appendix B to the accompanying Proxy          
Statement.                                                                      

        3. Such other business as may properly come before the Special Meeting
or any adjournment or postponement thereof.                                     

      Only those persons who were holders of record of the Common Stock of
the Company at the close of business on July 10, 1998 are entitled to notice of 
and to vote at the Special Meeting or any adjournment or postponement thereof.  

        Your attention is directed to the accompanying Proxy Statement and its
appendices for more complete information regarding the matters to be acted upon 
at the Special Meeting.                                                         

THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE ISSUED AND 
OUTSTANDING SHARES OF COMPANY COMMON STOCK ENTITLED TO VOTE IS REQUIRED TO      
APPROVE THE ASSET SALE AND THE PURCHASE AGREEMENT AND TO APPROVE THE AMENDMENT  
TO THE COMPANY'S AMENDED ARTICLES OF INCORPORATION TO EFFECT THE CORPORATE NAME 
CHANGE.                                                                         

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         THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE APPROVAL OF THE ASSET SALE AND THE PURCHASE AGREEMENT AND FOR THE       
AMENDMENT TO THE COMPANY'S AMENDED ARTICLES OF INCORPORATION TO EFFECT THE      
CORPORATE NAME CHANGE. STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON.

         YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. EACH
STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE SPECIAL MEETING, IS   
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE      
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ANY 
SUCH PROXY GIVEN BY A STOCKHOLDER MAY BE REVOKED BEFORE IT IS EXERCISED BY      
SUBMITTING A LATER DATED PROXY, BY ATTENDING THE SPECIAL MEETING AND VOTING IN  
PERSON OR BY GIVING NOTICE OF REVOCATION TO THE COMPANY IN A WRITING ADDRESSED  
TO AND RECEIVED BY THE COMPANY'S SECRETARY BEFORE THE SPECIAL MEETING.          

 By Order of the Board of Directors,

JOHN R. WILSON

        Vice President and Chief Financial Officer
Evansville, Indiana                                                             
August __, 1998                                                                 

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ESCALADE, INCORPORATED
817 Maxwell Avenue
 Evansville, Indiana 47717

 PROXY STATEMENT
 FOR THE SPECIAL MEETING OF STOCKHOLDERS
   TO BE HELD SEPTEMBER 14, 1998

  This Proxy Statement, the accompanying notice, Proxy and related
materials are being sent to the holders of shares of no par common stock (the   
"Stockholders") of ESCALADE, INCORPORATED ("Escalade" or the "Company") in      
connection with the solicitation of proxies by Escalade's Board of Directors    
(the "Board of Directors") to be voted at the Special Meeting of Stockholders to
be held on September 14, 1998 at 10:00 a.m., Evansville, Indiana time, at the   
Company's principal executive offices located at 817 Maxwell Avenue, Evansville,
Indiana 47717, and at any adjournments or postponements thereof (the "Special   
Meeting"). The Company's telephone number is (812) 467-1200. This Proxy         
Statement and related materials are first being sent to Escalade's Stockholders 
on or about August __, 1998.                                                    

  At the Special Meeting, Escalade's Stockholders will be asked to
consider and vote upon a proposal to sell substantially all of the assets of the
Company's sporting goods business (the "Asset Sale") to JEN Sports, Inc. ("JEN  
Sports") pursuant to an Asset Purchase Agreement dated June 26, 1998, as amended
on July 2, 1998 (the "Purchase Agreement") by and among JEN Sports, its parent  
company, Sportcraft, Ltd. ("Sportcraft"), the Company and its subsidiaries,     
Indian Industries, Inc. ("Indian") and Harvard Sports, Inc. ("Harvard" and      
together with Indian sometimes referred to herein as the "Selling Parties"). The
purchase price to be paid for the assets of Escalade's sporting goods business  
is $74.5 million in cash, subject to certain upward or downward adjustments     
based on closing net working capital of the sporting goods business that may be 
made in accordance with the Purchase Agreement. A copy of the Purchase Agreement
is attached hereto as Appendix A, and the description of the Asset Sale         
contained in this Proxy Statement is qualified in its entirety by reference to  
Appendix A. See "PROPOSAL 1--THE ASSET SALE."                                   

         Sportcraft has recently informed Escalade that Sportcraft believes that
Escalade will not satisfy certain conditions to closing set forth in the        
Purchase Agreement and/or that Sportcraft may not be able to obtain its         
financing upon the terms initially contemplated by Sportcraft. Sportcraft has   
further informed Escalade that, upon the failure of any conditions to closing,  
Sportcraft intends to terminate the Purchase Agreement when permitted to do so  
by the terms thereof. Escalade believes that all of the conditions to closing   
required of Escalade and the Selling Parties will be satisfied and that the     
Asset Sale on the terms set forth in the Purchase Agreement is in the best      
interests of Escalade Stockholders. Accordingly, notwithstanding the material   
uncertainty as to whether the Asset Sale will be consummated, Escalade is       
proceeding to take all required action to close the Asset Sale, including the   
mailing of this Proxy Statement and obtaining Stockholder approval of the Asset 
Sale at the Special Meeting. In determining how to vote at the Special Meeting, 
Escalade Stockholders should consider that the absence of stockholder approval  
would constitute the failure of a condition to closing that would permit        
Sportcraft to terminate the Purchase Agreement. However, even if Escalade       
Stockholders approve the Asset Sale, there can be no assurances that the Asset  
Sale will be consummated. See "PROPOSAL 1 -- THE ASSET SALE -- Recent           
Developments; Material Uncertainty of Closing the Asset Sale."                  

         Escalade's Stockholders will also be asked to authorize an Amendment to
the Company's Amended Articles of Incorporation to change the Company's name to 
Martin Yale Group, Inc. (the "Corporate Name Change"). This proposal, if        
approved by the Stockholders, will be implemented only if the Asset Sale is     
approved and consummated and will be effected by the filing of Articles of      
Amendment to the Company's Amended Articles of Incorporation with the State of  
Indiana. A copy of the proposed amendment is attached hereto as Appendix B. See 
"PROPOSAL 2--THE CORPORATE NAME CHANGE."                                        

         Following the consummation of the Asset Sale, Escalade will continue in
existence and will continue to be actively engaged in its office and graphic    
arts products business through its wholly-owned subsidiary, Martin Yale         
Industries, Inc. ("Martin Yale"), and Martin Yale's wholly-owned subsidiary,    
Master Products Manufacturing Company, Inc. ("Master Products"). Other than     
retaining its 37.5% equity interest and other investments in Sweden Table Tennis
AB, Escalade will cease all of its current sporting goods operations. If the    
Asset Sale is not consummated, Escalade will continue to conduct its sporting   
goods business in its entirety and will re-evaluate the ways in which Escalade  
can seek to enhance shareholder value. Escalade also anticipates that           
termination of the Purchase Agreement may result in litigation between Escalade 
and Sportcraft over potential damages, break-up fees and reimbursement of       
expenses incurred by the parties in connection with the transaction. See        
"PROPOSAL 1 -- THE ASSET SALE -- Background                                     

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and Reasons for the Merger,"--Recent Developments; Material Uncertainty of      
Closing the Asset Sale," "-- Use of Proceeds," "--Certain Effects of the Asset  
Sale," "--Operations of the Company Following the Asset Sale" and "--Potential  
Consequences of Terminating the Purchase Agreement."                            

         The Board knows of no business that will be presented for consideration
at the Special Meeting other than the matters described in this Proxy Statement.
If any other matters properly come before the Special Meeting, the persons named
in the enclosed form of proxy or their substitutes will vote in accordance with 
their best judgment on such matters.                                            

 AVAILABLE INFORMATION

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy  
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,     
Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can also be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. The Company files its reports,  
proxy statements and other information with the Commission electronically, and  
the Commission maintains a web site located at http://www.sec.gov containing    
such information.                                                               

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION 

         This Proxy Statement (including information included or incorporated by
reference herein) contains or may contain forward-looking statements that       
involve risks and uncertainties. This Proxy Statement contains certain          
forward-looking statements with respect to the financial condition, results of  
operations, plans, objectives, future performance and business of Escalade (and 
of Escalade on a pro forma basis following the consummation of the Asset Sale), 
including statements preceded by, followed by or that include the words         
"believes," "expects," "anticipates" or similar expressions.                    

These forward-looking statements involve certain risks and    
uncertainties. Factors that may cause actual results to differ materially from  
those contemplated by such forward-looking statements include, among others, the
following possibilities: (1) revenues following the Asset Sale are lower than   
expected, or operating costs following the Asset Sale are greater than expected;
(2) contingencies relating to the consummation of the Asset Sale; (3)           
competitive pressures in the office products industry increase significantly;   
(4) general economic or business conditions are less favorable than expected;   
(5) changes in the securities markets; and (6) other factors mentioned          
elsewhere in this Proxy Statement. The Company does not undertake any obligation
to update the information contained herein, which speaks only as of this date   
with respect to this Proxy Statement.                                           

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 TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

AVAILABLE INFORMATION                                                           
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION                     
SUMMARY                                                                         
Parties to the Asset Sale                                     
The Special Meeting                                           
Proposal 1 -- The Asset Sale                                  
Proposal 2 -- The Corporate Name Change                       
Historical Financial Data                                     
Unaudited Pro Forma Financial Information                     
THE SPECIAL MEETING                                                             
Date, Time and Place                                          
Purpose of the Special Meeting                                
Record Date; Shares Outstanding and Entitled to Vote          
Votes Required                                                
Revocability of Proxies                                       
Proxy Solicitation                                            
PROPOSAL 1 -- THE ASSET SALE                                                    
Background of and Reasons for the Asset Sale                  
     Recent Developments; Material Uncertainty of Closing the Asset Sale
Recommendation of the Escalade Board of Directors             
Opinion of Financial Advisor                                  
Valuation of Escalade Sports                                  
Summary of the Terms of the Purchase Agreement                
Sale of Assets                              
Assumption of Liabilities                   
The Purchase Price                          
Closing                                     
Representations and Warranties              
Certain Covenants                           
No Solicitation                             
Non-Compete Obligations                     
Continued Existence                         
Conditions to Closing                       
Termination of the Purchase Agreement       
Termination Fee                             

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                  Liquidated Damages                                                   
                  Indemnification; Survival of Representations and Warranties          
                  Expenses                                                             
         No Interest of Management and Directors in the Asset Sale                     
         Accounting Treatment of the Asset Sale                                        
         Federal Income Tax Consequences of the Asset Sale                             
         Use of Proceeds                                                               
         Operations of the Company Following the Asset Sale                            
         Certain Effects of the Asset Sale                                             
         Directors and Officers Irrevocable Proxies                                    
         Governmental and Regulatory Approvals                                         
         Arms' Length Transaction                                                      
         No Dissenters' Rights                                                         
         Potential Consequences of Terminating the Purchase Agreement                  
PROPOSAL 2 -- THE CORPORATE NAME CHANGE                                                
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA                                            
UNAUDITED PRO FORMA FINANCIAL STATEMENTS                                               
SELECTED HISTORICAL FINANCIAL DATA                                                     
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                            
   AND RESULTS OF OPERATION OF ESCALADE                                                
BUSINESS OF ESCALADE                                                                   
MARKET FOR ESCALADE'S COMMON STOCK AND RELATED STOCKHOLDER                             
   MATTERS                                                                             
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                         
INDEPENDENT AUDITORS                                                                   
PROPOSALS FOR 1999 ANNUAL MEETING OF STOCKHOLDERS                                      
OTHER MATTERS                                                                          
INDEX TO FINANCIAL STATEMENTS                                                      F-1 
APPENDIX A -- Asset Purchase Agreement Dated June 26, 1998, as amended on July 2,      
1998                                                                                   
APPENDIX B -- Amendment to Escalade's Amended Articles of Incorporation                
APPENDIX C -- Opinion of CIBC Oppenheimer Corp.                                        

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 SUMMARY

       The following is a summary of certain information contained elsewhere
in this Proxy Statement. Reference is made to, and this summary is qualified in 
its entirety by, the more detailed information and the financial statements,    
including the notes thereto, appearing elsewhere herein. Stockholders are urged 
to read this Proxy Statement and the appendices attached hereto carefully and in
their entirety. Capitalized terms used in this Proxy Statement shall have the   
meaning ascribed to them herein.                                                

PARTIES TO THE ASSET SALE:                                                      

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Escalade and its                                                                                          
Subsidiaries.............................. Escalade, Indian, Harvard, Harvard California S. DE RL C.V.    
                                           and Escalade International, Ltd. (collectively operating as    
                                           "Escalade Sports") are engaged in the manufacture and sale     
                                           of a variety of sporting goods such as table tennis tables and 
                                           accessories, archery equipment, home pool tables and           
                                           accessories, combination bumper pool and card tables, game     
                                           tables, basketball backboards, goals and poles, darts and  dart
                                           cabinets.  Escalade, through its direct and indirect           
                                           subsidiaries, Martin Yale and Master Products, also            
                                           manufactures and sells office and graphic arts products such   
                                           as paper trimmers, paper folding machines, paper drills,       
                                           collators, decollators, bursting machines, letter openers,     
                                           automated paper joggers, check signers, stamp affixers, paper  
                                           shredders, paper punches, catalog rack systems, bindery carts, 
                                           plate makers, light tables, cameras and related accessories.   
                                           The term "Sporting Goods Business" refers to the Company's     
                                           sporting goods business conducted through Escalade Sports      
                                           and the term "Office Products Business" refers to the          
                                           Company's office and graphic arts business conducted           
                                           through Martin Yale and Master Products.                       

Sportcraft, Ltd........................... Sportcraft is a privately held company based in Mt. Olive,     
                                           New Jersey, engaged in the manufacture and sale of             
                                           indoor/outdoor sports products such as darts, dartboards, table
                                           games, volleyball sets, badminton sets, billiard equipment and 
                                           table tennis equipment.  Sportcraft's principal executive      
                                           offices are located at International Trade Center, 313         

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                                           Waterloo Valley Road, Mt. Olive, New Jersey 07828 and its               
                                           telephone number is (973) 347-3800.                                     

The Buyer................................. JEN Sports is a wholly owned subsidiary of Sportcraft formed            
                                           specifically to consummate the Asset Sale and to operate the            
                                           Sporting Goods Business thereafter.  JEN Sports' principal              
                                           executive offices are located at International Trade Center,            
                                           313 Waterloo Valley Road, Mt. Olive, New Jersey 07828 and               
                                           its telephone number is (973) 347-3800.                                 

THE SPECIAL MEETING:                                                                                               

Date, Time and Place...................... September 14, 1998 at 10:00 a.m., Evansville, Indiana time, at          
                                           Escalade's principal executive offices located at 817 Maxwell           
                                           Avenue, Evansville, Indiana.                                            

Purpose of the Special Meeting............ (1) To consider and vote upon a proposal to sell substantially          
                                           all of the assets of Escalade's Sporting Goods Business                 
                                           pursuant to the Purchase Agreement.  A copy of the Purchase             
                                           Agreement is attached as Appendix A to this Proxy                       
                                           Statement.                                                              

                                           (2) To consider and vote upon a proposal to amend the Company's         
                                           Amended Articles of Incorporation to change the Company's name to Martin
                                           Yale Group, Inc., immediately following the consummation of the         
                                           Asset Sale. A copy of the proposed amendment is attached as Appendix B  
                                           to this Proxy Statement.                                                

Record Date............................... The close of business on July 10, 1998.                                 

Shares Outstanding and                                                                                             
Entitled to Vote.......................... On the Record Date, there were 3,105,250 shares of                      
                                           Escalade Common Stock outstanding, with each share entitled             
                                           to cast one vote per share at the Special Meeting.                      

Required Votes............................ The affirmative vote entitled to be cast by holders of a                
                                           majority of all outstanding shares of Escalade Common Stock             
                                           entitled to vote thereon is required to approve the Asset Sale          
                                           and the Purchase Agreement, and to approve the amendment                
                                           to the Company's Amended Articles of Incorporation to effect            
                                           the Corporate Name Change.                                              

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                                                        [Enlarge/Download Table]
                                                                                                                         
Irrevocable Proxies of Directors                                                                                         
and Executive Officers ...................  The Company's executive officers, directors and their respective affiliates  
                                            collectively beneficially own approximately 1,030,000 outstanding shares of  
                                            Escalade's  Common Stock, representing in the aggregate approximately 33% of 
                                            the votes entitled to be cast by the Stockholders.  Such persons have each   
                                            executed an irrevocable proxy in the form of Exhibit B attached to the       
                                            Purchase Agreement  granting JEN Sports the ability to vote all such shares  
                                            "FOR" the approval and adoption of the Asset Sale and the Purchase Agreement,
                                            and "FOR" the  Corporate Name Change.                                        

PROPOSAL 1 -- THE ASSET SALE:                                                                                            

Reasons for the Asset Sale and                                                                                           
Recommendation of Escalade's                                                                                             
Board of Directors........................ The terms of the Asset Sale are the result of arms' length                    
                                           negotiations between the Company and Sportcraft.                              
                                           Escalade's Board of Directors has considered the terms of the                 
                                           Purchase Agreement, including the consideration to be                         
                                           received by the Company in the Asset Sale, in light of                        
                                           economic, financial, legal and market factors and concluded                   
                                           that the Asset Sale is advisable and in the best interests of the             
                                           Company and its Stockholders.  ESCALADE'S BOARD OF                            
                                           DIRECTORS HAS UNANIMOUSLY APPROVED THE ASSET SALE AND THE PURCHASE            
                                           AGREEMENT AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE "FOR"           
                                           THE PROPOSAL TO APPROVE THE ASSET SALE AND THE PURCHASE AGREEMENT.            

Recent Developments;                                                                                                     
Material Uncertainty of                                                                                                  
Closing the Asset Sale.................... Sportcraft has recently informed Escalade that Sportcraft believes that       
                                           Escalade will not satisfy certain conditions to closing set forth             
                                           in the Purchase Agreement and/or that Sportcraft may not be able              
                                           to obtain its financing upon the terms initially contemplated by              
                                           Sportcraft. Sportcraft has further informed Escalade that, upon               
                                           the failure of any conditions to closing, Sportcraft intends to               
                                           terminate the Purchase Agreement when permitted to do so by the               
                                           terms thereof. Escalade believes that all of the conditions to                
                                           closing required of Escalade and the Selling Parties will be                  
                                           satisfied and that the Asset Sale on the terms set forth in the               
                                           Purchase Agreement is in the best interests of Escalade                       
                                           Stockholders. Accordingly, notwithstanding the material                       
                                           uncertainty as to whether the Asset Sale will be consummated,                 
                                           Escalade is proceeding to take all required action to close the               
                                           Asset Sale, including the mailing of this Proxy Statement and                 
                                           obtaining Stockholder approval of the Asset Sale at the Special               
                                           Meeting. In determining how to vote at the Special Meeting,                   
                                           Escalade Stockholders should consider that the absence of                     
                                           stockholder approval would constitute the failure of a condition              
                                           to closing that would permit Sportcraft to terminate the Purchase             
                                           Agreement. However, even if Escalade Stockholders approve the                 
                                           Asset Sale, there can be no assurances that the Asset Sale will be            
                                           consummated.                                                                  

Opinion of Financial Advisor.............. CIBC Oppenheimer Corp. ("CIBC Oppenheimer") was                               
                                           retained by Escalade's Board of Directors to assist with and                  
                                           to provide independent financial advice regarding the Asset                   
                                           Sale.  On June 26, 1998, the date Escalade's Board of                         
                                           Directors unanimously approved the Asset Sale and the                         
                                           Purchase Agreement, CIBC Oppenheimer delivered to the                         
                                           Board of Directors its opinion to the effect that, as of the date             
                                           of its opinion and subject to the considerations set forth in                 
                                           such opinion, the consideration to be received by Escalade                    
                                           pursuant to the Purchase Agreement is fair from a financial                   
                                           point of view.  A copy of CIBC Oppenheimer's fairness                         
                                           opinion is attached to this Proxy Statement as Appendix C.                    

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                                                        [Enlarge/Download Table]
                                                                                                            
Purchase Price............................ Pursuant to the Purchase Agreement, JEN Sports will pay the      
                                           Company cash in the amount of $74.5 million, plus or minus       
                                           an amount based on the closing net working capital of the        
                                           Sporting Goods Business, in consideration for its purchase of    
                                           substantially all of the assets of the Sporting Goods Business.  

Use of Proceeds from                                                                                        
the Asset Sale............................ The Company anticipates that the primary use of the after tax    
                                           proceeds to be obtained by the Company upon the Asset Sale       
                                           (the "Proceeds") will be to repay its outstanding indebtedness   
                                           under its credit facilities and to invest in the Office Products 
                                           Business for expansion, acquisitions and working capital.        
                                           The Company currently does not intend to make any                
                                           distribution of the Proceeds to Escalade's Stockholders. Pending 
                                           the Company's use of the Proceeds, such funds will be temporarily
                                           invested in liquid, short-term securities.                       

Escalade's Anticipated Operations                                                                           
Following the Asset Sale.................. Following the consummation of the Asset Sale, the Company        
                                           will continue in existence and will primarily focus on its       
                                           Office Products Business.  Other than retaining its 37.5%        
                                           equity interest and other investments in Sweden Table Tennis     
                                           AB, the Company will cease all of its sporting goods             
                                           operations.                                                      

Potential Consequences of                                                                                   
Terminating the Purchase                                                                                    
Agreement................................. If the Asset Sale is not consummated, Escalade will continue to  
                                           conduct its sporting goods business in its entirety and will     
                                           re-evaluate the ways in which Escalade can seek to enhance       
                                           shareholder value. Escalade also anticipates that termination of 
                                           the Purchase Agreement may result in litigation between Escalade 
                                           and Sportcraft over potential damages, break-up fees and         
                                           reimbursement of expenses incurred by the parties in connection  
                                           with the transaction.                                            

Conditions to Consummation                                                                                  
of the Asset Sale......................... The Purchase Agreement provides that the respective              
                                           obligations of the Company, the Selling Parties, JEN Sports      
                                           and Sportcraft to consummate the Asset Sale are conditioned      
                                           upon, among other things, the fulfillment of agreements and      
                                           covenants contained therein, the continued validity of the       
                                           representations and warranties made by the parties, the          
                                           approval of the Asset Sale and the Purchase Agreement by         
                                           Escalade's Stockholders, Escalade's obtaining the release of     
                                           all liens on the assets constituting the  Sporting Goods         
                                           Business and the consents of certain third parties to the        
                                           assignment of the material contracts of Escalade Sports and      
                                           Sportcraft's obtaining the necessary financing to consummate     
                                           the Asset Sale.                                                  

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                                                        [Enlarge/Download Table]
                                                                                                                 
Closing Date ............................. If the Asset Sale and the Purchase Agreement are approved and         
                                           adopted at the Special Meeting, the Company anticipates               
                                           consummating the Asset Sale, if at all, on or about September 15,     
                                           1998 (the "Closing Date"). Sportcraft has informed Escalade that      
                                           Sportcraft will not agree to extend the closing beyond September      
                                           15, 1998.                                                             

Termination............................... The Purchase Agreement may be terminated prior to the Closing Date    
                                           upon the occurrence of certain events, including (a) by mutual        
                                           written consent of the parties; (b) by the Company or JEN Sports      
                                           if the Asset Sale shall not have been consummated on or before        
                                           September 30, 1998 due to the failure of any condition precedent;     
                                           (c) by JEN Sports if the Company commences negotiations concerning    
                                           an alternative acquisition proposal; (d) by JEN Sports upon the       
                                           commencement of certain tender offers or change in control of         
                                           Escalade followed by the Escalade stockholders rejecting the Asset    
                                           Sale or the Special Meeting being delayed beyond September 15, 1998;  
                                           (e) by JEN Sports if Escalade's Board of Directors withdraws its      
                                           recommendation to Stockholders to approve the Asset Sale or           
                                           recommends an alternative transaction to Stockholders; and (f) by     
                                           either party if the other party materially breaches its               
                                           representations or warranties or fails to perform its covenants or    
                                           agreements and such breach is continued without cure for a period of  
                                           30 days after the breaching party's receipt of notice of breach.      
                                           Sportcraft has asserted that Escalade has breached its representations
                                           and warranties in the Purchase Agreement based on Sportcraft's belief 
                                           that 1998 sales prospects for the Escalade Sports business have       
                                           materially declined to an extent that constitutes a material adverse  
                                           effect in the business and in Sportcraft's ability to operate the     
                                           business after Closing to achieve the desired levels of financial     
                                           performance. Escalade does not believe that Escalade or the Selling   
                                           Parties have breached their representations and warranties nor that a 
                                           material adverse effect has occurred.                                 

Termination Fee........................... If the Purchase Agreement is terminated by JEN Sports upon            
                                           certain events, Escalade will be obligated to reimburse Sportcraft    
                                           for all of its reasonable out of pocket expenses incurred in          
                                           connection with the transaction prior to termination and/or to pay    
                                           to Sportcraft a termination fee of up to $3.5 million. Sportcraft     
                                           has informed Escalade that, upon Sportcraft's anticipated             
                                           termination of the Purchase Agreement, Sportcraft will seek           
                                           reimbursement of its expenses and payment of a termination fee in     
                                           the event Escalade engages in a similar transaction within twelve     
                                           months of the termination of the Purchase Agreement. Based upon       
                                           the assertions made by Sportcraft to date, Escalade does not          
                                           intend to make any such payments to Sportcraft if Sportcraft          
                                           terminates the Purchase Agreement.                                    

Liquidated Damages........................ In the event the Company or the Selling Parties terminates the        
                                           Purchase Agreement in certain events, the Company will be entitled    
                                           to recover from Sportcraft and JEN Sports liquidated damages of       
                                           $3.5 million and to be reimbursed for all of its reasonable out of    
                                           pocket expenses incurred in connection with the transaction prior     
                                           to termination. If Sportcraft fails to consummate the Asset Sale,     
                                           Escalade will continue to evaluate the facts and circumstances        
                                           resulting in such failure. If Escalade believes that Sportcraft       
                                           has breached the Purchase Agreement, Escalade anticipates that it     
                                           would seek liquidated damages and the reimbursement of Escalade's     
                                           expenses from Sportcraft.                                             


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                                                        [Enlarge/Download Table]
                                                                                                          
Indemnification........................... Under the terms of the Purchase Agreement, a  breach of a      
                                           representation or warranty, or a breach or nonfulfillment of   
                                           any agreement or covenant therein by any party may give rise   
                                           to indemnification obligations which, generally, will survive  
                                           the Closing Date and terminate and expire on the earlier of (a)
                                           60 days following the receipt of audited financial statements  
                                           for the period ended December 31, 1999 of the Sporting         
                                           Goods business then conducted by JEN Sports and (b) June       
                                           30, 2000, provided however, that certain representations,      
                                           warranties, agreements, covenants and indemnities survive      
                                           and continue beyond the Closing for a longer period of time.   
                                           Although the Company's indemnification obligations are         
                                           limited in most cases to $8.0 million in the aggregate, under  
                                           certain circumstances the Company may be required to           
                                           indemnify JEN Sports in amounts in excess of $8.0 million.     

Interests of Certain Persons                                                                              
in the Asset Sale......................... The Company's executive officers and directors have no         
                                           interest in the Asset Sale beyond their interests as           
                                           Stockholders generally.                                        

No Dissenters' Rights..................... Because Escalade Common Stock is traded on the Nasdaq          
                                           National Market, Escalade's                                    
                                           Stockholders will not have any                                 
                                           appraisal rights as dissenting                                 
                                           stockholders by reason of the Asset                            
                                           Sale under Indiana law.                                        

Tax Consequences.......................... The Proceeds from the Asset Sale will be subject to federal,   
                                           state and local taxes payable by Escalade and the Selling      
                                           Parties.  Escalade's Stockholders will not have any tax        
                                           consequences from the Asset Sale because no portion of the     
                                           Proceeds will be distributed to the Escalade Stockholders.     

PROPOSAL 2 -- THE CORPORATE NAME CHANGE:                                                                  

Proposed Amendment to                                                                                     
Articles of Incorporation................. To authorize the amendment of the Company's Amended            
                                           Articles of Incorporation to change the name of the Company    
                                           to Martin Yale Group, Inc., but only if the Purchase           
                                           Agreement is approved and the Asset Sale is consummated.       

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                                                        [Enlarge/Download Table]
                                                                                                       
Reasons for the Corporate                                                                              
Name Change and                                                                                        
Recommendation of Escalade's                                                                           
Board of Directors........................ The terms of the Purchase Agreement require the Company to  
                                           change its corporate name as the rights to use the names    
                                           "Escalade," "Escalade Sports," "Indian Industries" and      
                                           "Harvard Sports" are to be sold to JEN Sports as part of the
                                           Asset Sale.  Escalade's Board of Directors believes that the
                                           Martin Yale name is well established in the office products 
                                           industry and that aligning the Company's name with its major
                                           brand name will help the Company attain greater name        
                                           recognition following the Asset Sale.  ESCALADE'S           
                                           BOARD OF DIRECTORS HAS APPROVED THE                         
                                           AMENDMENT TO THE COMPANY'S AMENDED                          
                                           ARTICLES OF INCORPORATION AND                               
                                           RECOMMENDS THAT STOCKHOLDERS VOTE FOR                       
                                           THE AMENDMENT TO THE COMPANY'S                              
                                           AMENDED ARTICLES OF INCORPORATION TO                        
                                           EFFECT THE CORPORATE NAME CHANGE.                           

HISTORICAL FINANCIAL DATA................. See "SELECTED HISTORICAL FINANCIAL DATA."                   

UNAUDITED PRO FORMA FINANCIAL                                                                          
INFORMATION............................... See "SELECTED UNAUDITED PRO FORMA FINANCIAL                 
                                           DATA" and "UNAUDITED PRO FORMA FINANCIAL                    
                                           STATEMENTS."                                                

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 THE SPECIAL MEETING

         This Proxy Statement and accompanying form of proxy are being furnished
to the Escalade Stockholders in connection with the solicitation of proxies by  
the Escalade Board of Directors for use at the Special Meeting and at any       
adjournment or postponement thereof.                                            

DATE, TIME AND PLACE                                                            

        The Special Meeting will be held on September 14, 1998, at 10:00 a.m.,
Evansville, Indiana time, at the Company's principal executive offices located  
at 817 Maxwell Avenue, Evansville, Indiana.                                     

PURPOSE OF THE SPECIAL MEETING                                                  

  At the Special Meeting, Escalade's Stockholders will be asked to
consider and vote upon a proposal to approve the Asset Sale and the Purchase    
Agreement, whereby Escalade and the Selling Parties would sell substantially all
of the assets of the Company's Sporting Goods Business to JEN Sports for $74.5  
million in cash, subject to certain upward or downward adjustments that may be  
made in accordance with the Purchase Agreement based on closing net working     
capital of the Sporting Goods Business. A copy of the Purchase Agreement is     
attached hereto as Appendix A, and the description of the Asset Sale contained  
in this Proxy Statement is qualified in its entirety by reference to Appendix A.
See "PROPOSAL 1--THE ASSET SALE."                                               

         Escalade's Stockholders will also be asked to authorize an Amendment to
the Company's Amended Articles of Incorporation to change the Company's name to 
Martin Yale Group, Inc. This proposal, if approved by the Stockholders, will be 
implemented only if the Asset Sale is approved and consummated and will be      
effected by the filing of Articles of Amendment to the Company's Amended        
Articles of Incorporation with the State of Indiana. A copy of the proposed     
amendment is attached hereto as Appendix B. See "PROPOSAL 2--THE CORPORATE NAME 
CHANGE."                                                                        

        The Stockholders also may consider and vote upon such other matters as
are properly brought before the Special Meeting, including proposals to adjourn 
the Special Meeting to permit further solicitation of proxies by the Board of   
Directors in the event that there are not sufficient votes to approve the Asset 
Sale and the Corporate Name Change at the time of the Special Meeting; provided,
however, that no Proxy which is voted against the Purchase Agreement will be    
voted in favor of adjournment to solicit further proxies for such proposal. As  
of the date hereof, the Board of Directors knows of no business that will be    
presented for consideration at the Special Meeting, other than the matters      
described in this Proxy Statement.                                              

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE                            

         The Board of Directors has fixed the close of business on July 10, 1998
as the record date (the "Record Date") for the determination of Stockholders    
entitled to notice of and to vote on each matter submitted to a vote at the     
Special Meeting and any adjournment(s) or postponement(s)                       

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thereof. On the Record Date, the Company had outstanding 3,105,250 shares of    
no par value common stock, entitled to one vote per share (the "Common Stock"). 

      The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Escalade Common Stock entitled to vote is necessary to
constitute a quorum at the Special Meeting. Shares represented by proxies will  
be counted as shares present for purposes of establishing a quorum. Shares      
represented by proxies that are marked "abstain" also will be counted as shares 
present for purposes of establishing a quorum. If a quorum is not present at the
Special Meeting, the Company may adjourn or postpone the Special Meeting with a 
vote of Stockholders.                                                           

VOTES REQUIRED                                                                  

         If Stockholders specify in the accompanying proxy a choice with respect
to any matter to be acted upon, the shares represented by such proxies will be  
voted as specified.                                                             

      Under the Indiana Business Corporation Law and the Company's Bylaws,
approval of the Asset Sale and the Purchase Agreement and approval of the       
Corporate Name Change requires the affirmative vote of the holders of a majority
of all outstanding shares of Common Stock entitled to vote thereon. Proxies     
which indicate abstentions and broker non-votes will have the same effect as    
votes against the Asset Sale and the Purchase Agreement, against the Corporate  
Name Change and against any proposal to adjourn or postpone the Special Meeting.
IF NO INSTRUCTIONS ARE INDICATED IN THE PROXIES RETURNED TO THE COMPANY, SUCH   
PROXIES WILL BE VOTED "FOR" APPROVAL OF THE ASSET SALE AND THE PURCHASE         
AGREEMENT AND "FOR" THE AMENDMENT TO THE COMPANY'S AMENDED ARTICLES OF          
INCORPORATION TO EFFECT THE CORPORATE NAME CHANGE.                              

  As more fully described herein, the Company's directors, executive
officers and their respective affiliates beneficially own in the aggregate      
approximately 1,030,000 of the outstanding shares of Escalade Common Stock      
representing approximately 33% of the votes entitled to be cast. Each such      
person has executed an irrevocable proxy pursuant to the Purchase Agreement     
which will allow JEN Sports to vote their shares in favor of the approval       
of the Asset Sale and the Purchase Agreement and the Corporate Name Change. See 
"PROPOSAL 1 -- ASSET SALE -- Directors and Officers Irrevocable Proxy."         

UNDER THE INDIANA BUSINESS CORPORATION LAW, THE HOLDERS OF THE
OUTSTANDING SHARES OF COMMON STOCK WILL NOT HAVE ANY APPRAISAL RIGHTS AS        
DISSENTING STOCKHOLDERS BY REASON OF THE ASSET SALE.                            

REVOCABILITY OF PROXIES                                                         

       A Stockholder who signs and returns a proxy in the form included with
this Proxy Statement may revoke it at any time before it is voted at the Special
Meeting by taking one of the following                                          

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three actions: (i) giving written notice of revocation to John R. Wilson,       
Secretary of the Company; (ii) executing and delivering a proxy with a later    
date; or (iii) voting in person at the Special Meeting. Stockholders who grant  
an irrevocable proxy to Sportcraft in connection with the Special Meeting may   
not revoke such proxies pursuant to the terms thereof.                          

 Votes cast by proxy or in person at the Special Meeting will be
tabulated by one or more inspectors of election appointed at the Special        
Meeting, who also will determine whether a quorum is present for the transaction
of business. The expense of preparing, printing, and mailing proxy materials to 
Escalade's Stockholders will be borne by the Company.                           

PROXY SOLICITATION                                                              

    The Company will bear the costs of solicitation of proxies for the
Special Meeting. In addition to solicitation by mail, directors, officers and   
regular employees of the Company may solicit proxies from Stockholders by       
telephone, telegram, personal interview or otherwise. Such directors, officers  
and employees will not receive additional compensation but may be reimbursed for
out-of-pocket expenses in connection with such solicitation.                    

         Brokers, nominees, fiduciaries and other custodians have been requested
to forward soliciting material to the beneficial owners of Common Stock held of 
record by them, and such custodians will be reimbursed for their reasonable     
expense. The Proxy Statement and accompanying form of Proxy are being mailed to 
Stockholders on or about August __, 1998.                                       

PROPOSAL 1--THE ASSET SALE

      This section of the Proxy Statement describes certain aspects of the
proposed Asset Sale. To the extent that the description relates to the Purchase 
Agreement, the following description does not purport to be complete and is     
qualified in its entirety by reference to the Purchase Agreement, which is      
attached as Appendix A to this Proxy Statement and is incorporated herein by    
reference. All Stockholders are urged to read the Purchase Agreement, as well as
other appendices in their entirety.                                             

BACKGROUND OF AND REASONS FOR THE ASSET SALE                                    

     Background. The Company is currently engaged in the manufacture and
sale of sporting goods and office and graphic arts products. The Company and its
predecessors have produced sporting goods for over 65 years and have produced   
office machines for over 35 years. The Company currently manufactures sporting  
goods in Evansville, Indiana, San Diego, California and Tijuana, Mexico. The    
Company currently manufactures office and graphic arts products in Wabash,      
Indiana, Los Angeles, California and Tijuana, Mexico. Other than for services   
provided by the Company's executive officers and the ability to share financial 
resources, the Company's Sporting Goods Business and Office Products Business   
are operated autonomously and virtually no synergies exist between these two    
diverse lines of business.                                                      

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      For many years, Escalade's Board of Directors (the "Escalade Board")
has been concerned about the Company's lack of a clear identity in the financial
markets and the Board's belief that Escalade's Common Stock was significantly   
undervalued in the markets. The Escalade Board concluded then, and continues to 
believe, that the historical low trading volume in Escalade's Common Stock is   
due in part to the lack of comparable companies engaged in the same divergent   
businesses as the Company, which makes it more difficult for financial analysts 
and investors to assess the Company's value and to take an active interest in   
the Company. Beginning in 1993, the Escalade Board began to consider in detail  
strategic alternatives to maximize shareholder value and to provide current     
liquidity for Escalade's Stockholders.                                          

    In October 1994, the Escalade Board determined that separating the
Company's Sporting Goods Business and Office Products Business would be in the  
best interests of Escalade's Stockholders and would enhance shareholder value.  
At that time, the Escalade Board believed that this could best be accomplished  
through a tax-free spinoff of the Company's shares of Martin Yale to Escalade's 
Stockholders and the Company publicly announced its intention to proceed with a 
spinoff of Martin Yale. However, by the second quarter of 1995, Escalade's      
management informed the Escalade Board that based on discussions with the       
Internal Revenue Service it did not appear likely that the proposed Martin Yale 
spinoff would be granted tax-free treatment. In addition, anticipated           
improvements in the performance of the Sporting Goods Business were not being   
achieved as rapidly as desired. Upon consideration of these developments, the   
Escalade Board concluded that Escalade's management should focus its efforts on 
improving the performance of the Sporting Goods Business and that further       
consideration of the proposed Martin Yale spinoff should be delayed until such  
improvements were attained and tax issues resolved.                             

        By the end of 1995, Escalade's management was progressing in improving
the performance of the Sporting Goods Business. Following Escalade's annual     
meeting of stockholders in April 1996, the Escalade Board then began to again   
consider strategic alternatives to enhance shareholder value. Although the      
Escalade Board continued to remain interested in a spinoff of Martin Yale, the  
Escalade Board concluded that additional improvements in the Sporting Goods     
Business were desirable to improve the likelihood that each of the Sporting     
Goods Business and the Office Products Business could succeed independently.    
However, the Escalade Board also believed that it was important to provide      
Escalade's Stockholders with liquidity for their shares of Escalade Common Stock
in light of the continued thin public trading market for Escalade Common Stock. 

During the summer of 1996, the Escalade Board concluded that  
shareholder value and liquidity could be enhanced through the Company's         
repurchase of a portion of the outstanding shares of Escalade Common Stock. The 
Escalade Board further determined that such repurchases could be best, and most 
fairly, accomplished by conducting a partial self tender offer for Escalade     
Common Stock so that all Escalade Stockholders who desired to sell shares would 
have an opportunity to participate on a proportionate basis. The Escalade Board 
also concluded that, because the then current market value of Escalade Common   
Stock did not likely reflect its actual value, each Escalade Stockholder should 
be given an opportunity to select his desired sale price within a range of      
prices established by the Board in a process commonly known as a "Dutch Auction"
tender offer.                                                                   

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Accordingly, in August 1996, the Company commenced a Dutch Auction partial self 
tender offer for up to 1,000,000 shares of Escalade Common Stock at a price     
between $6 and $10 per share. In response to this offer, Escalade's Stockholders
tendered more than 1,000,000 shares and the Company repurchased 1,016,682 shares
in September 1996 at a price of $8.875 per share. All tenders of shares of      
Escalade Common Stock at prices greater than $8.875 per share were rejected by  
Escalade and no such shares were purchased.                                     

   Based on the oversubscribed nature of the 1996 Dutch Auction, the
Escalade Board continued to focus on the need to enhance shareholder value and  
to provide ongoing liquidity for Escalade Stockholders. Through the summer of   
1997, the Escalade Board directed Escalade's management to identify strategic   
alternatives including, without limitation, self-tender offers, potential       
acquisitions, joint ventures, mergers, strategic alliances, spinoffs and the    
sale of all or part of the Company. As part of this process, Escalade's         
management undertook a review of the businesses, prospects and strategies of    
each operating unit of the Company and its subsidiaries.                        

       On September 18, 1997, at a regularly scheduled Board meeting, Robert
E. Griffin, Escalade's Chairman and Chief Executive Officer, and C.W. "Bill"    
Reed, Escalade's President, reported that they had identified and preliminarily 
explored a number of possible corporate actions to enhance shareholder value    
and provide liquidity for holders of Escalade Common Stock. The proposed        
spin-off of Martin Yale again was seriously considered, but was considered by   
management and the Escalade Board to be infeasible due to uncertain tax         
consequences and possible resulting limitations on future business operations.  
Based on renewed discussions with the Internal Revenue Service in the summer of 
1997, Escalade's management and independent accountants again concluded that    
substantial uncertainty existed as to whether such a spin-off would be granted  
tax-free treatment. If not, the distribution of Martin Yale stock to the        
Escalade Stockholders would be taxable as a dividend, which the Escalade Board  
considered to be particularly undesirable because the Company would not be      
distributing any cash to Stockholders that could be used to pay such taxes.     
Escalade's management also considered it to be a negative factor that even if a 
spin-off of Martin Yale could be accomplished on a tax-free basis, both Martin  
Yale and the resulting Escalade would be subject for a period of at least two   
years thereafter from selling one or both of those entities in whole or in      
substantial part. In light of the Escalade Board's desire to enhance            
shareholder value, it was not deemed desirable to preclude possible future      
transactions.                                                                   

  Messrs. Griffin and Reed also discussed the possible sale of the
Company, in whole or in part. Based largely on the Board's belief that the      
Company's value has not been fully recognized due to the dichotomy of the       
Sporting Goods Business and the Office Products Business, the Escalade Board did
not believe that a sale of the entire company would likely provide full value to
Escalade's Stockholders. The Escalade Board also concluded that it would not be 
desirable to divest the Office Products Business in light of its consistent and 
relatively profitable operating results. However, because the performance of the
Sporting Goods Business historically has been more volatile than the Office     
Products Business and has experienced increasing competition over recent years, 
the Escalade Board determined that further exploration of a possible sale of the
Sporting Goods Business, in whole or in part, should be undertaken by Escalade's
management.                                                                     

In making this determination, the Escalade Board considered   
management's concerns that the Sporting Goods Business has historically been    
more volatile than the Office Products Business primarily due to annual changes 
in the mix of sporting goods customers and cyclical popularity of various       
sporting goods product lines. Sporting goods customers include national retail  
distributors, such as K-Mart, Wal-Mart and similar entities, who often make     
their buying decisions based largely on the price of the products offered and   
special promotions that may be offered for various products. Such price         
competition and promotions can cause significant differences in orders obtained 
by the Sporting Goods Business from year to year. The buying patterns of        
sporting goods customers also vary over time to reflect changes in consumer     
preferences for sporting goods products. Such changes can significantly impact  
the profit margins of various product lines and/or of particular products within
product lines. This has resulted in the Company deciding to stop manufacturing  
product lines such as fitness equipment and yard games and to reduce production 
of higher priced high performance archery equipment in favor of increased       
production of lower end archery sets. The Company has also responded by adding  
profitable new product lines and products from time to time, such as shot clock 
basketball, but which require increased capital expenditures, advertising costs 
and employee training in order to obtain market share. Management also noted    
that the Sporting Goods Business is very seasonal in nature causing the Company 
to incur borrowing costs in the first six months of the year in expectation of  
strong fourth quarter sales in contrast to the relatively consistent pattern of 
sales for the Office Products Business during a fiscal year.                    

         The Escalade Board also considered that the factors creating volatility
in the Sporting Goods Business have also been the major factors contributing to 
the declining sales revenues that the Sporting Goods Business has experienced   
since 1994. During this time period, the Company has attempted to offset the    
effects of lower gross revenues in the Sporting Goods Business by improving its 
operations in this business segment. The Company has worked to improve          
profitability of the Sporting Goods Business by improving the productivity of   
its work force, by lowering its payroll through work force reductions at various
locations and by reducing the amount of unusable scrap materials created by its 
manufacturing processes. The Escalade Board agreed that, although additional    
improvements in these areas can continue to be achieved, significant progress   
had been made which would likely enhance the Company's ability to obtain a      
favorable price for the Sporting Goods Business.                                

      The Escalade Board also determined at the September 18, 1997 meeting
that the Company should consider conducting a second Dutch Auction partial self 
tender offer in an effort to meet the needs and desires of Escalade Stockholders
who desired additional liquidity on a current basis. The Escalade Board further 
concluded that if a second Dutch Auction partial self tender was to proceed,    
then it would be in the best interests of the Company and Escalade's            
Stockholders to do so prior to reaching any definitive conclusions regarding a  
possible sale of the Sporting Goods Business because of the relative certainty  
that the Company could finance such repurchases under then existing conditions. 

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 Following the September 18, 1997 meeting of the Escalade Board,
Escalade's management investigated the Company's ability to obtain financing for
a possible Dutch Auction partial self tender offer and considered engaging a    
financial advisor to assist the Company with any possible sale of the Sporting  
Goods Business. On October 28, 1997, the Escalade Board met in a special meeting
and approved the commencement of a Dutch Auction partial self tender offer for  
up to 1,000,000 shares at a price between $11 and $14 per share. The Escalade   
Board also approved the engagement of CIBC Oppenheimer as the Company's         
financial advisor to work with the Company in seeking to sell the Sporting Goods
Business. The Company then commenced the Dutch Auction partial self tender offer
in November 1997, at which time the Company also publicly announced its         
engagement of CIBC Oppenheimer to explore the possible sale of the Sporting     
Goods Business. In response to the 1997 Dutch Auction, Escalade's Stockholders  
tendered 117,766 shares which the Company repurchased in December 1997 at a     
price of $14 per share.                                                         

      The Escalade Board believes that the relatively few number of shares
tendered in the 1997 Dutch Auction and the rising market price for Escalade     
Common Stock following the Company's announcement of the possible sale of the   
Sporting Goods Business supported the Board's view that Escalade Common Stock   
has been undervalued in the market and that a separation of the Sporting Goods  
Business and the Office Products Business would enhance shareholder value. Based
on these views, Escalade's management, through CIBC Oppenheimer, then proceeded 
to actively seek out potential buyers for the Sporting Goods Business.          

        During January 1998, CIBC Oppenheimer and the Company developed a list
of 37 third parties who they believed would have a potential interest in        
acquiring the Sporting Goods Business. CIBC Oppenheimer then initiated contact  
with these prospective acquirors and provided preliminary information to 23     
candidates who indicated interest. By March 1998, CIBC Oppenheimer and the      
Company had narrowed the field of potential suitable candidates indicating a    
substantial interest to six entities, who were then provided an opportunity to  
commence limited due diligence on the Company's Sporting Goods Business prior to
submitting a definitive proposal to acquire the Sporting Goods Business.        

     At a regularly scheduled meeting of the Escalade Board on March 14,
1998, Mr. Griffin updated the Board as to the current status of a potential sale
of the Sporting Goods Business. Mr. Griffin also reported that all of the       
potential buyers were interested in the acquisition of the entire Sporting Goods
Business and that both CIBC Oppenheimer and Escalade's management believed that 
a sale of the entire Sporting Goods Business would provide better value to      
Escalade's Stockholders rather than a sale of various pieces. The Escalade Board
then again discussed the rationale for exploring the sale of the Sporting Goods 
Business and reaffirmed their previous conclusions that the Company's prospects 
are better served by focusing on a single business segment. The Escalade Board  
also reaffirmed that the volatility and risks associated with the Sporting Goods
Business, including seasonality, credit risks of major customers, increased     
competition and greater capital requirements, make the sale of the Sporting     
Goods Business more desirable than a sale of the Office Products Business which 
has been a higher margin, less volatile business for the Company.               

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  During the four weeks between March 15 and April 15, four of the
invited six potential bidders conducted further due diligence on the Sporting   
Goods Business. On April 22, 1998, two of those four potential acquirors,       
including Sportcraft, submitted non-binding letters of intent to buy the        
Sporting Goods Business. These two letters of intent were considered by the     
Escalade Board at its regularly scheduled Board meeting on April 25, 1998. At   
that meeting, the Escalade Board reviewed and discussed at length the two       
letters of intent and directed Escalade's management to continue negotiations   
with both potential acquirors to elicit the best possible terms. Mr. Griffin    
also reported that the two potential bidders who elected not to submit bids were
financial buyers with no ties to the sporting goods industry.                   

    During May 1998, CIBC Oppenheimer negotiated with Sportcraft and the
other interested bidder for the sale of the Sporting Goods Business. Both       
parties increased their initial bids during this time period and other aspects  
of the respective offers were clarified, including without limitation the terms 
of Escalade's potential indemnification obligations following the sale, the     
financial resources of each party necessary to consummate the transaction and   
proposed adjustments to the purchase price. By mid-May 1998, Escalade's         
management concluded, with CIBC Oppenheimer's and proposed adjustments to the   
purchase price assistance, that the Sportcraft bid of $74.5 million in cash     
represented a fair price for the Sporting Goods Business. The other bidder      
informed CIBC Oppenheimer that it would not submit a higher bid and neither the 
Company nor CIBC Oppenheimer believed that any other third party would be likely
to make a higher offer than Sportcraft's bid.                                   

   The Company and CIBC Oppenheimer believed that Sportcraft's bid was
substantially greater than the other bidder's offer, both in the initial        
purchase price and in the manner in which proposed purchase price adjustments   
would be made.  The Company's management also believed that Sportcraft provided 
a good strategic fit with the Sporting Goods Business. Management believed that 
such a strategic fit would be more likely to benefit the existing customers and 
employees of the Sporting Goods Business by enhancing the prospects that the    
resulting company would be a stronger market force while maintaining continuity 
in manufacturing operations.                                                    

     On May 12, 1998, Escalade and Sportcraft entered into a non-binding
letter of intent contemplating the sale of substantially all of the assets of   
the Sporting Goods Business to Sportcraft. The Sportcraft letter of intent      
initially provided that Sportcraft would have the exclusive right to negotiate  
with Escalade for the purchase of the Sporting Goods Business through June 10,  
1998. Both Sportcraft and the other bidder conditioned their willingness to go  
forward on the right to negotiate exclusively with the Company in light of the  
substantial costs they would incur to complete their due diligence, to draft and
negotiate a definitive agreement and to begin the process to obtain the         
financing necessary to complete the acquisition. The Company agreed to the      
exclusivity condition based upon its belief that this was a necessary inducement
for Sportcraft to proceed and that Sportcraft's bid was the most attractive     
following many months of investigation by the Company and CIBC Oppenheimer.     

Immediately following the execution of such letter of intent, 
Sportcraft commenced its detailed due diligence of the Sporting Goods Business  
and the respective legal and financial advisors for both the Company and        
Sportcraft began work on the terms of the definitive asset purchase agreement.  
Although both parties were working diligently to reach agreement on the         
definitive terms of the asset purchase agreement, the parties subsequently      
agreed to extend the exclusivity period to June 26, 1998 to allow both parties  
sufficient time to reach agreement on the specific terms of the definitive      
agreement. Escalade and Sportcraft continued to engage in detailed, lengthy     
negotiations regarding the draft asset purchase agreement through their         
officers, counsel and financial advisors until the evening of June 25, 1998, at 
which time the parties believed that final agreement had been reached on all    
issues.                                                                         

      On June 26, 1998, the Escalade Board met in a special meeting called
earlier that week for the purpose of considering the Asset Sale, the terms of   
the Purchase Agreement and other transactions contemplated in connection with   
the Asset Sale, including the change in the Company's corporate name. In        
connection with their consideration of the terms of the Asset Sale and the      
Purchase Agreement, the Escalade Board received the opinion of CIBC Oppenheimer 
that the consideration to be received by the Company in connection with the     
Asset Sale was fair to the Company from a financial point of view. Upon         
conclusion of its consideration of the Asset Sale and the Purchase Agreement,   
the Escalade Board unanimously approved the Asset Sale and the Purchase         
Agreement. The Purchase Agreement was then executed by officers of the Company, 
the Selling                                                                     

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Parties, JEN Sports and Sportcraft on the afternoon of June 26, 1998 and        
Escalade immediately issued a press release announcing that it had agreed to    
sell the Sporting Goods Business to JEN Sports for cash consideration of $74.5  
million, subject to adjustment based on closing working capital of the Sporting 
Goods Business in accordance with the terms of the Purchase Agreement.          

        Reasons for the Asset Sale. As indicated above, the Escalade Board has
devoted significant attention over the last several years to consideration of   
ways to enhance shareholder value and to provide liquidity for the Common Stock 
held by Escalade Stockholders. After consideration of various alternatives and  
the potential impact on the Company and the Escalade Stockholders, the Escalade 
Board has unanimously agreed that the sale of the Sporting Goods Business to JEN
Sports as contemplated by the Purchase Agreement is in the best interests of the
Company and the Escalade Stockholders, consistent with the Escalade Board's     
long-term objectives of enhancing shareholder value and providing ongoing       
liquidity for Escalade Common Stock.                                            

     In deciding to approve the Asset Sale on the terms contained in the
Purchase Agreement, the Escalade Board considered the following factors at its  
special meeting on June 26, 1998 (which factors had also been previously        
considered in detail at the regular meetings of the Escalade Board held on      
September 18, 1997, March 14, 1998 and April 25 1998):                          

              (i) the anticipated benefits to Escalade's Stockholders by
       focusing the Company's efforts on a single industry and by creating a
    clear identity for the Company in the financial markets, which the
        Escalade Board believes will enhance shareholder value by facilitating
the ability of analysts and investors to compare the Company's
       performance to its direct competitors and to actively create a market
in Escalade Common Stock to improve liquidity;                

                 (ii) the Company's demonstrated ability to operate its Office
Products Business in a consistent, profitable manner, and the 
        opportunity for the Company to use the Proceeds from the Asset Sale to
build the Office Products Business through expansion and/or   
         acquisitions, for working capital and to repay outstanding indebtedness
under its credit facilities;                                  

               (iii) the uncertain future for the Company's Sporting Goods
        Business arising from, among other factors, the seasonal nature of the
     Company's Sporting Goods Business, the credit risks associated with
       several large customers in the Sporting Goods Business, the emergence
     and growth of strong competitors in the sporting goods business who
         have made substantial investments in marketing and advertising, and the
  ongoing capital expenditures that may be required to continue to
   maintain the Company's current market share in the sporting goods
industry;                                                     

              (iv) the ability of the Company in recent years to resolve
  operational problems necessary to improve the performance of its
 Sporting Goods Business, which the Escalade Board believes is a
      significant contributing factor in the Company's ability to obtain a
desirable price for the Sporting Goods Business at this time; 

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                (v) the fact that Sportcraft's offer to pay $74.5 million in
     cash for the Sporting Goods Business exceeded all other third party
     offers and indications of interest, following a thorough search for
      interested and qualified buyers conducted on the Company's behalf by
CIBC Oppenheimer;                                             

                 (vi) CIBC Oppenheimer's presentation to the Escalade Board at
       the June 26, 1998 special meeting of the Board and CIBC Oppenheimer's
        verbal and written opinion as of that same date that the consideration
     to be received by the Company pursuant to the Purchase Agreement is
fair to Escalade from a financial point of view;              

                  (vii) the financial viability of Sportcraft and the likelihood
       that the Asset Sale will be consummated on the terms set forth in the
Asset Purchase Agreement;                                     

              (viii) the condition that the closing of the Asset Sale is
    subject to obtaining the approval of a majority of the outstanding
shares of Escalade Common Stock at the Special Meeting; and   

                  (ix) the terms and conditions of the Purchase Agreement, which
        were the result of substantial negotiations conducted at arms' length.

   These factors were considered collectively by the Escalade Board,
without giving specific weight to any particular factor.                        

   The Escalade Board also considered a number of potential negative
factors relating to the Asset Sale including, without limitation, the following:

             (i) the fact that the Sporting Goods Business contributes
   approximately 73% of the Company's total revenues and constitutes
        approximately 65% of the Company's total assets, such that immediately
         following the Asset Sale the Company's operations will be significantly
smaller;                                                      

              (ii) the uncertainty that exists as to whether the Company
will be able to utilize the Proceeds from the Asset Sale to   
       successfully grow the Office Products Business in a profitable manner
     that will ultimately increase shareholder value and provide ongoing
liquidity for Escalade Common Stock;                          

          (iii) the significant increase in the market price for
     Escalade Common Stock from approximately $11 per share in September
       1997 to more than $21 per share immediately prior to the announcement
         of the Asset Sale on June 26, 1998, which market price may be difficult
       to sustain following the Asset Sale in light of the Company's smaller
   size and expected lower earnings per share prior to realizing the
     expected benefits from the planned expansion of the Office Products
Business;                                                     

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             (iv) the taxable nature of the Asset Sale to the Company,
     which is expected to result in after tax proceeds to the Company of
       approximately $55.5 million prior to the payment of expenses relating
to the Asset Sale; and                                        

               (v) the fact that no portion of the Proceeds from the Asset
        Sale is expected to be distributed to Escalade's Stockholders in light
      of the Escalade Board's determination that the Escalade Stockholders
         will obtain greater value for their shares in the long term as a result
 of the Company reinvesting such Proceeds in the Office Products
      Business rather than subjecting the Stockholders to additional taxes
      that would be payable on any amounts distributed to them and thereby
       diminishing the benefits expected to be obtained from the sale of the
Sporting Goods Business.                                      

   The Escalade Board also considered that CIBC Oppenheimer had been
retained on June 26, 1998 by Sportcraft to assist in financing JEN Sports'      
acquisition of the Sporting Goods Business. Although the Escalade Board         
recognized that Sportcraft's engagement of CIBC Oppenheimer created a potential 
conflict of interest that theoretically could have resulted in some preference  
being accorded to Sportcraft's bid, neither the Board nor the Company's         
management believed that any such preference had been exhibited to date nor that
the potential conflict of interest was likely to be problematic following the   
execution of the Purchase Agreement. The Escalade Board recognized that CIBC    
Oppenheimer is a large, reputable institution and that the persons working with 
the Company in connection with the negotiation and sale of the Sporting Goods   
Business would not be involved in either negotiating the terms of the financing 
with Sportcraft or working with Sportcraft to complete the financing.           
Accordingly, in the course of its overall deliberations, the Escalade Board     
considered the CIBC Oppenheimer potential conflict of interest to be a neutral  
factor that had no significant impact on the Board's decision to approve        
proceeding with the Asset Sale.                                                 

        The Escalade Board discussed these issues at length, which constituted
all of the material factors considered by the Board. Upon such discussion, the  
Escalade Board determined that the strategic and economic advantages of         
proceeding with the Asset Sale outweighed these potential negative factors.     

RECENT DEVELOPMENTS; MATERIAL UNCERTAINTY OF CLOSING THE ASSET SALE             

    Sportcraft has recently informed Escalade of three conditions that
Sportcraft believes will not be met as required for the closing of the Asset    
Sale to occur under the terms of the Purchase Agreement. These conditions are:  
(1) uncertainty regarding Sportcraft's ability to obtain the necessary          
financing to pay the agreed upon $74.5 million purchase price for the assets of 
Escalade Sports; (2) whether Escalade will be able to obtain third party        
consent to the assignment of a material contract to Sportcraft; and (3)         
Sportcraft's belief that Escalade has breached its representations and          
warranties in the Purchase Agreement based on Sportcraft's belief that 1998     
sales prospects for the Escalade Sports business have materially declined to    
an extent that constitutes a material adverse effect in the business and in     
Sportcraft's ability to operate the business after Closing to achieve the       
desired levels of financial performance.                                        

        Sportcraft also informed Escalade that Sportcraft believes it would be
appropriate for the parties to discuss whether it would make sense to consider  
an early termination of the Purchase Agreement in order to minimize fees and    
expenses for both parties. Although Escalade's desire was and is to consummate  
the Asset Sale and not to terminate the Purchase Agreement, Escalade was willing
to meet to discuss the above issues with the understanding that the parties     
would agree to mutually terminate the Purchase Agreement if a mutually          
satisfactory resolution could not be reached. Sportcraft was only willing to    
meet for this purpose if all parties would agree in advance to waive all rights 
against each other in the event that the Purchase Agreement was terminated.     
While Escalade was willing to meet either with or without any such waiver,      
Escalade would not agree to Sportcraft's demand that Escalade also waive its    
rights to seek consequential damages from Sportcraft under a confidentiality    
agreement dated January 20, 1998 in the event that Sportcraft had misused to    
Escalade's detriment any confidential information obtained from Escalade during 
the sale process. As a result, the negotiations between the parties over the    
terms and conditions upon which Escalade and Sportcraft could meet to discuss   
the above issues were unsuccessful. Sportcraft then informed Escalade that      
Sportcraft intends to terminate the Purchase Agreement when permitted to do so  
under the terms of the Purchase Agreement based on one or more of the reasons   
described above.                                                                

         Escalade has informed Sportcraft that Escalade does not believe that it
or the Selling Parties have breached their representations and warranties nor   
that a material adverse effect has occurred. Escalade has also informed         
Sportcraft that Escalade believes that it will obtain all required third party  
consents and satisfy all other conditions required of Escalade and the Selling  
Parties pursuant to the terms of the Purchase Agreement. Accordingly, Escalade  
is proceeding to take all required action to close the Asset Sale, including the
mailing of this Proxy Statement and obtaining Stockholder approval of the Asset 
Sale at the Special Meeting, such that Escalade and the Selling Parties will be 
prepared to consummate the Asset Sale on September 15, 1998. Although Sportcraft
has informed Escalade that Sportcraft intends to fully satisfy its obligations  
under the Purchase Agreement, Escalade is uncertain whether Sportcraft will     
obtain its financing and/or fulfill the other closing conditions required to be 
satisfied by Sportcraft.                                                        

       Accordingly, material uncertainty exists as to whether the Asset Sale
will be consummated. In determining how to vote at the Special Meeting, Escalade
Stockholders should consider that the absence of stockholder approval would     
constitute the failure of a condition to closing that would permit Sportcraft to
terminate the Purchase Agreement. However, even if Escalade Stockholders approve
the Asset Sale, there can be no assurances that the Asset Sale will be          
consummated.                                                                    

RECOMMENDATION OF THE ESCALADE BOARD OF DIRECTORS                               

As discussed under "-- Reasons for the Asset Sale", Escalade's
management and its Board of Directors agreed on June 26, 1998 that it was in the
best interests of Escalade and the Escalade Stockholders to sell the assets of  
Escalade Sports to JEN Sports and Sportcraft on the terms set forth in the      
Purchase Agreement. Escalade's management subsequently has discussed the recent 
developments described under "-- Recent Developments; Material Uncertainty of   
Closing the Asset Sale" with Escalade's directors, and Escalade continues to    
believe that it is in the best interests of Escalade and the Escalade           
Stockholders to proceed with the Asset Sale notwithstanding the material        
uncertainty that currently exists as to whether or not the Asset Sale will be   
successfully consummated. ACCORDINGLY, ESCALADE'S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE ASSET SALE AND THE PURCHASE        
AGREEMENT.                                                                      

OPINION OF FINANCIAL ADVISOR                                                    

  Escalade retained CIBC Oppenheimer in October 1997 to act as its
financial advisor and to identify potential acquirors in connection with its    
consideration of a sale of Escalade Sports. Escalade also retained CIBC         
Oppenheimer to render an opinion to Escalade's Board of Directors as to the     
fairness, from a financial point of view, to Escalade of the consideration to be
received by Escalade pursuant to the Purchase Agreement. Escalade based its     
decision to retain CIBC Oppenheimer upon Escalade's prior experiences with CIBC 
Oppenheimer and CIBC Oppenheimer's qualifications, expertise and experience as  
an investment banking and financial advisory firm. CIBC Oppenheimer, as part of 
its investment banking business, is regularly engaged in the business of        
providing valuations of businesses and securities in connection with mergers and
acquisitions, underwritings, secondary distributions of securities, private     
placements and valuations for other purposes.                                   

      The Purchase Agreement provides that JEN Sports, Inc. a wholly owned
subsidiary of Sportcraft Limited, will acquire substantially all of the assets  
of Escalade Sports. The purchase price for such assets is $74.5 million in cash,
subject to certain upward or downward adjustments that may be made in accordance
with the Purchase Agreement.                                                    

        On June 26, 1998, CIBC Oppenheimer made a presentation to the Board of
Directors of Escalade stating that as of June 26, 1998, based on the terms of   
the consideration to be received by Escalade as stated in the final Purchase    
Agreement, dated June 26, 1998, such consideration was fair from a financial    
point of view, to Escalade (the "Fairness Opinion"). CIBC Oppenheimer           
subsequently delivered its written Fairness Opinion confirming the oral Fairness
Opinion that had been given to the Board of Directors of Escalade on June 26,   
1998.                                                                           

 The full text of the Fairness Opinion, which sets forth certain
assumptions made, certain procedures followed and certain matters considered by 
CIBC Oppenheimer, is attached as Appendix C to this Proxy Statement. As set     
forth in the Fairness Opinion, CIBC Oppenheimer relied upon and assumed the     
accuracy and completeness of all of the financial and other information         
available to it from public sources and provided to it by Escalade and Escalade 
Sports. Representatives of Escalade and Escalade Sports provided CIBC           
Oppenheimer with financial forecasts for Escalade Sports for such purpose. With 
respect to the financial forecasts and other data concerning Escalade and       
Escalade Sports reviewed by CIBC Oppenheimer, the representatives of Escalade   
and Escalade Sports advised CIBC Oppenheimer, and CIBC Oppenheimer has assumed, 
that such forecasts and other data had been reasonably prepared on a basis      
reflecting their best currently available estimates and judgment as to the      
future financial performance of Escalade Sports.                                

        In arriving at its opinion, CIBC Oppenheimer neither made nor obtained
any independent evaluation or appraisal of the assets or liabilities (contingent
or otherwise) of Escalade Sports, nor was it furnished with any such evaluations
or appraisals. CIBC Oppenheimer also assumed, without independent evaluation,   
the accuracy of the advice and conclusions of the parties' legal counsel and    
accountants with respect to tax and accounting matters. The Fairness Opinion was
necessarily based on information available to CIBC Oppenheimer and on general   
economic, financial and stock market conditions and circumstances as they       
existed and could be evaluated by CIBC Oppenheimer as of June 26, 1998. No      
limitations were imposed by Escalade on CIBC Oppenheimer with respect to the    
investigations made or procedures followed by CIBC Oppenheimer.                 

      This summary of the written Fairness Opinion set forth in this Proxy
Statement is qualified in its entirety by reference to the full text of the     
opinion which is attached as Appendix C hereto and incorporated herein by       
reference. Escalade's Stockholders are urged to, and should, read this opinion  
carefully in its entirety in conjunction with this Proxy Statement for the      
assumptions made, the matters considered and the limits of the review by CIBC   
Oppenheimer. The Fairness Opinion is directed only to the fairness, from a      
financial point of view, to Escalade of the consideration to be received by     
Escalade pursuant to the Purchase Agreement and does not address any other      
aspect of the Purchase Agreement. The Fairness Opinion does not constitute a    
recommendation to Escalade's Stockholders as to how such Stockholders should    
vote with respect to whether they should approve the Purchase Agreement and     
transactions contemplated thereby.                                              

       In rendering the Fairness Opinion, CIBC Oppenheimer: (i) reviewed the
final Purchase Agreement, dated June 26, 1998; (ii) reviewed Escalade's audited 
financial statements for the fiscal years ended December 1994, 1995, 1996 and   
1997 and for the three months ended March 1997 and 1998; (iii) reviewed Escalade
Sports' audited financial statements for the fiscal years ended December 1994,  
1995, 1996 and 1997 and for the three months ended March 1997 and 1998; (iv)    
reviewed financial projections of Escalade Sports prepared by Escalade Sports'  
and Escalade's management; (v) reviewed the historical market prices and trading
volume for Escalade's common stock; (vi) held discussions with senior management
of Escalade Sports and Escalade with respect to the business and prospects of   
future growth of Escalade Sports; (vii) reviewed and analyzed certain publicly  
available financial data for certain companies that CIBC Oppenheimer deemed     
comparable to Escalade Sports; (viii) performed discounted cash flow analyses of
Escalade Sports using certain assumptions of future performance provided to CIBC
Oppenheimer by the management of Escalade Sports and Escalade; (ix) reviewed and
analyzed certain publicly available financial information for transactions that 
CIBC Oppenheimer deemed comparable to the Acquisition; (x) reviewed public      
information concerning Escalade Sports and Escalade; and (xi) performed such    
other analyses and reviewed such other information as CIBC Oppenheimer deemed   
appropriate for the purposes of such opinion.                                   

VALUATION OF ESCALADE SPORTS                                                    

         CIBC Oppenheimer performed three primary valuation analyses of Escalade
Sports: (i) a comparable public company analysis, which consisted of reviewing  
and considering certain financial and stock market data for certain publicly    
traded companies engaged in businesses deemed by CIBC Oppenheimer to be similar 
to Escalade Sports; (ii) a comparable mergers and acquisitions transaction      
analysis, which consisted of reviewing certain financial data of selected       
comparable acquisitions involving companies engaged in businesses deemed by CIBC
Oppenheimer to be similar to Escalade Sports; and (iii) a discounted cash flow  
analysis. In establishing the range of values resulting from the application of 
each of these analyses, CIBC Oppenheimer made qualitative judgments as to the   
meaningfulness of the valuation measurements. These judgments were based on a   
comparable analysis of the financial performance and the growth prospects       
between Escalade Sports and the comparable companies, the number and similarity 
of comparable transactions, as well as the predictability and volatility of     
future earnings when assessing the relative significance of the discounted cash 
flow analysis. The comparable public company analysis formed the basis for the  
selection of appropriate multiples for Escalade Sports and certain other        
valuation measurements (such as operating cash flow and price per earnings      
multiples), as used generally for comparative purposes, were also taken into    
account in making such judgments.                                               

        Comparable Company Analysis. CIBC Oppenheimer compared Escalade Sports
to the following eleven companies engaged in businesses deemed by CIBC          
Oppenheimer to be similar to Escalade Sports (the "Comparable Companies"), each 
of which is publicly traded: Brunswick Corp., CML Group Inc., Johnson Worldwide 
Associates, Inc., Bollinger Industries Inc., Playcor, Inc., Cybex International 
Inc., Ajay Sports Inc., First Team Sports Inc., K2 Inc., SLM International Inc. 
and Variflex Inc. Using publicly available information, CIBC Oppenheimer        
analyzed, among other things, the market values and certain financial criteria  
for the Comparable Companies, including their (i) revenues, (ii) earnings before
interest, taxes, depreciation and amortization ("EBITDA"), (iii) earnings before
interest and taxes ("EBIT") and (iv) net income, in each case for the most      
recent twelve month periods for which financial data was available.             

         In making these comparisons, CIBC Oppenheimer examined EBITDA, EBIT and
Net Income multiples. The multiple CIBC Oppenheimer deemed most relevant, under 
the comparable Company Analysis was trailing twelve month ("TTM") EBITDA. The   
Comparable Companies examined had an average TTM EBITDA multiple of 7.0x-9.0x.  
CIBC Oppenheimer utilized lower 6.0x-7.0x TTM EBITDA multiples for              
Escalade Sports, which were at discounts to the Comparable Companies for the    
following reasons: (i) Escalade Sports is significantly smaller than the        
Comparable Companies, (ii) has limited growth opportunities, and (iii) has had  
a downward historical trend in reported revenues. In addition, current sporting 
goods industry trends, including slow growth and rapid consolidation, have      
negatively impacted Escalade Sports' business. Escalade Sports does not own the 
brands used to market a substantial portion of its products, instead Escalade   
Sports licenses the brands renewed, in most cases, annually.                    

       CIBC Oppenheimer excluded certain statistics that it deemed to be not
representative for the Comparable Companies as a group. CIBC Oppenheimer's      
comparison with respect to these publicly traded companies resulted in an       
implied aggregate value of $55.0 million to $65.0 million. This equates to an   
equity value range of approximately $53.6 million to $63.6 million, based on an 
estimated $1.4 million in debt at closing.                                      

 Comparable Mergers and Acquisitions Transaction Analysis. Using
publicly available information, CIBC Oppenheimer analyzed the consideration paid
in selected merger and acquisition transactions (the "Comparable Merger and     
Acquisition Transactions") involving companies in businesses deemed by CIBC     
Oppenheimer to be similar to Escalade Sports. CIBC Oppenheimer examined the     
following six transactions involving companies engaged in businesses deemed by  
CIBC Oppenheimer to be similar to Escalade Sports over the past five years: Voit
Acquisition Corporation (subsidiary of Usaha Tegas)/Voit Corp.; GreenGrass      
Holdings/Swing-N-Slide Corp.; HP Acquisition Corp./Bell Sports Corp.; American  
Brands Inc./Cobra Golf Inc.; Hedstrom Corporation/ERO Inc.; and Huffy           
Corporation/Sure Shot International Inc.                                        

        In this analysis, earnings and cash flow multiples for the most recent
12 months for which financial data was available were calculated for the target 
companies based upon the respective purchase prices in those transactions. A    
comparative analysis of size, financial performance and growth prospects between
Escalade Sports and the target companies in the publicly disclosed merger and   
acquisition transactions formed the basis for the selection of the appropriate  
multiples for Escalade Sports. CIBC Oppenheimer does not believe this to be the 
most appropriate method of valuation due to a lack of truly comparable          
transactions. In most transactions, the target companies had poor historical    
operating results which caused the resulting transaction multiples to be skewed.
Given Escalade Sport's small size relative to other sporting goods              
manufacturers, CIBC Oppenheimer deemed it appropriate to utilize multiples of   
TTM EBITDA and EBIT of 7.0x and 9.7x. CIBC Oppenheimer concluded that the       
valuation of Escalade Sports, under a Comparable Mergers and Acquisitions       
Transaction Analysis, was approximately $50.0 million to $60.0 million. This    
equates to an equity valuation range of $48.6 million to $58.6 million, based on
an estimated $1.4 million in debt at closing.                                   

       Discounted Cash Flow Analysis. This discounted cash flow valuation is
based on the assumption that the value of a business can be determined with     
reference to the current value of the future cash flow that the assets will     
generate for their owners. To establish a current value under this approach,    
future cash flow must be estimated and an appropriate discount rate determined. 
CIBC Oppenheimer performed a discounted cash flow analysis of the projected     
after-tax cash flow of Escalade Sports for the years ending December 26, 1998   
through 2002, based on forecasts and other data provided by the managements of  
Escalade and Escalade Sports. A provision for the value of Escalade Sports at   
the end of the forecast period (a "Terminal Value") was made by applying a range
of EBITDA multiples of 6.0x, 6.5x and 7.0x to Escalade Sports' projected EBITDA 
for the fiscal year ending December 28, 2002. These multiples are generally     
consistent with the Comparable Companies in the industry. The present value of  
the interim cash flows and the Terminal Value was then determined using a       
risk-adjusted rate of return (a "Discount Rate"). For purposes of such analysis,
CIBC Oppenheimer used discount rates of 10.0%, 12.0%, 14.0% and 16.0%. The      
discounted cash flow analysis resulted in implied aggregate values for Escalade 
Sports ranging from $55.0 million to $65.0 million. This equates to an equity   
value range of $53.6 million to $63.6 million, based on an estimated $1.4       
million in debt at closing.                                                     

The summary set forth above does not purport to be a complete 
description of the analysis performed by CIBC Oppenheimer in this regard. The   
preparation of a fairness opinion involves various determinations as to the most
appropriate and relative methods of financial analysis and the application of   
these methods to particular circumstances and, therefore, such an opinion is not
readily susceptible to summary description.                                     

      CIBC Oppenheimer was selected to act as financial advisor based upon
its qualifications, expertise and reputation. CIBC Oppenheimer, as a customary  
part of its investment banking business, is engaged in the evaluation of        
businesses and their securities in connection with mergers and acquisitions,    
private placements and valuations for estate, corporate and other purposes.     
CIBC Oppenheimer has performed investment banking and other services for        
Escalade in the past and has been compensated for such services. In addition,   
CIBC Oppenheimer has been retained by Sportcraft to arrange a portion of the    
financing necessary to fund the acquisition of Escalade Sports and was          
compensated for such services. The Company acknowledged CIBC Oppenheimer's      
potential involvement in such financing for one or more of the potential        
purchasers of Escalade Sports pursuant to an executed letter dated March 17,    
1998.                                                                           

        The analyses were prepared by CIBC Oppenheimer solely for the purposes
of providing its opinion as to the fairness of the consideration under the      
Purchase Agreement, from a financial point of view, to Escalade. Analyses based 
on forecasts of future results are inherently subject to substantial            
uncertainties and are not necessarily indicative of actual future results, which
may be significantly more or less favorable than suggested by such analyses.    
Additionally, analyses relating to the values of the businesses do not purport  
to be appraisals or to reflect the prices at which businesses may actually be   
sold or combined. As described above, CIBC Oppenheimer's opinion and            
presentation to Escalade's Board of Directors was one of the many factors taken 
into consideration by Escalade's Board of Directors in making its determination 
to approve the Purchase Agreement and should not be viewed as determinative of  
the views of Escalade's Board of Directors or management with respect to the    
consideration under the Purchase Agreement.                                     

   In connection with the proposed sale of Escalade Sports, Escalade
entered into an engagement letter with CIBC Oppenheimer, pursuant to which      
Escalade retained CIBC Oppenheimer to render certain financial advisory and     
investment banking services to Escalade in connection with its desire to explore
a possible sale transaction involving Escalade Sports and to provide a fairness 
opinion. Pursuant to such letter, Escalade agreed to pay CIBC Oppenheimer a fee 
upon the closing of the sale of Escalade Sports equal to 1.0% of the aggregate  
consideration received by Escalade up to $32.5 million, plus 3.0% of the        
aggregate consideration between $32.5 million and $42.5 million, plus 5.0% of   
the aggregate consideration in excess of $42.5 million. In addition, Escalade   
agreed to pay CIBC Oppenheimer a fee of $200,000 for rendering its opinion at   
the request of Escalade's Board of Directors in connection with the Purchase    
Agreement. Escalade has also agreed to reimburse CIBC Oppenheimer for its       
reasonable out-of-pocket expenses not to exceed $25,000 unless otherwise agreed 
to by Escalade. Escalade also agreed to indemnify CIBC Oppenheimer and certain  
related persons against certain potential liabilities arising out of the        
engagement of CIBC Oppenheimer, including liabilities under the federal         
securities laws.                                                                

      As indicated above, Sportcraft also engaged CIBC Oppenheimer on June
26, 1998 to assist Sportcraft in obtaining the financing necessary to consummate
the Asset Sale. CIBC Oppenheimer believes that the fees to be earned by it are  
based on fee schedules which are reasonable and customary for the type of       
services to be provided. The fees to be paid by Sportcraft to CIBC Oppenheimer  
only become payable upon consummation of the financing transactions and no fees 
have been paid to date. Sportcraft has also agreed to indemnify CIBC Oppenheimer
and certain related persons against certain potential liabilities arising out of
the engagement of CIBC Oppenheimer including liabilities under the federal      
securities laws.                                                                

       In the ordinary course of its business, CIBC Oppenheimer may actively
trade the securities of Escalade for its own account or for the accounts of its 
customers and, accordingly, may at any time hold a long or short position in    
such securities.                                                                

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SUMMARY OF THE TERMS OF THE PURCHASE AGREEMENT                                  

        Sale of Assets. Subject to the terms of the Purchase Agreement, at the
Closing, the Company and the Selling Parties will sell, assign, transfer, convey
and deliver to JEN Sports, in each case free and clear of any liens or other    
encumbrances, all of the assets and property of the Sporting Goods Business (the
"Acquired Assets"), subject to certain assets specifically excluded in the      
Purchase Agreement (the "Excluded Assets"). The Acquired Assets include, among  
other things, the owned and leased real property used in the Sporting Goods     
Business; all tangible personal property such as machinery, equipment,          
inventories, raw materials, supplies, parts, works in progress, finished goods, 
furniture, automobiles, trucks, tractors, trailers, tools, jigs and dies        
wherever located; prepaid items; accounts receivable; securities, cash and cash 
equivalents; all other current assets; rights under licenses, permits,          
authorizations, approvals or consents; intellectual property; customer,         
distributor, and supplier mailing lists; rights under all written or oral       
contracts, agreements, guaranties, understandings, deeds, mortgages, indentures,
personal property leases, licenses, commitments, undertakings, arrangements or  
other documents, including without limitation, all warranty, service,           
non-compete or confidentiality contracts (collectively the "Contracts");        
insurance policies; business and financial records; certain employee plans; and 
shares of stock held by the Company and the Selling Parties in Harvard          
California and Escalade International, which represent all of the outstanding   
shares of stock for such subsidiaries.                                          

       Assumption of Liabilities. Under the terms of the Purchase Agreement,
JEN Sports has agreed to assume certain obligations of the Sporting Goods       
Business (the "Assumed Liabilities") that include, among other things; accounts 
payable incurred in the ordinary course of business (subject to certain         
limitations); post-Closing obligations under leases, distribution and licensing 
contracts, purchase orders and customer contracts, equipment service, warranty  
and other contracts; and certain post-Closing obligations of the Company and the
Selling Parties, with respect to employee benefit plans assigned under the      
Purchase Agreement. Liabilities not assumed by JEN Sports will remain the       
obligations of the Company and/or the Selling Parties. In the event that JEN    
Sports would fail to satisfy any of the Assumed Liabilities, the Company and/or 
the Selling Parties could be subjected to third party claims. As discussed      
below, JEN Sports and Sportcraft have agreed to indemnify the Company and the   
Selling Parties against any such third party claims but there can be no         
assurances that such indemnification will be sufficient to protect the Company  
and the Selling Parties from future losses relating to the Assumed Liabilities. 

       The Purchase Price. The Purchase Agreement provides that the Purchase
Price, which will be paid in cash at Closing, will be $74.5 million plus or     
minus an Estimated Purchase Price Adjustment. The Estimated Purchase Price      
Adjustment shall be an estimate at Closing comprised of (i) a working           
capital-based increase or reduction based on the comparison of the Closing Net  
Working Capital with a Benchmark Net Working Capital of $20,344,871, and (ii) a 
debt-based increase or reduction based on the amount of Indebtedness to be      
assumed by, or refinanced by JEN Sports on behalf of the Selling Parties on the 
Closing Date. Within ninety (90) days of the Closing Date, JEN Sports shall     
cause Pricewaterhouse Coopers LLP to prepare and deliver to all parties a       
balance sheet of the Selling Parties as of the Closing Date (the "Closing       
Statement") prepared in accordance with generally accepted accounting principles
("GAAP"). This Closing Statement will be used to calculate the Actual Purchase  
Price Adjustment (in the same manner as the Estimated Purchase Price Adjustment 
was calculated), and a post-Closing payment will be made, by the Company or JEN 
Sports accordingly, in such amount representing the difference between the      
Actual Purchase Price Adjustment and the Estimated Purchase Price Adjustment    
(the "Post-Closing Payment"). Within 20 days following the delivery of the      
Closing Statement, the Company may object in writing to the                     

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Actual Purchase Price Adjustment or the Post-Closing Payment. If Sportcraft and 
the Company are unable to resolve any dispute regarding the Post-Closing Payment
within 20 days, such dispute will be submitted to Ernst & Young LLP as neutral  
auditors for a final and binding determination. Fees and expenses of such       
accounting firm shall be borne by the Company and JEN Sports, respectively, in  
the proportion that the aggregate amount of disputed items submitted to such    
accounting firm that is unsuccessfully disputed by such party bears to the total
amount of the remaining disputed items so submitted.                            

       Closing. If the Purchase Agreement and Asset Sale are approved by the
affirmative vote entitled to be cast by holders of a majority of all outstanding
shares of Common Stock, Escalade expects that the closing of the Asset Sale (the
"Closing") will take place, if at all, on or about September 15, 1998 following 
the satisfaction or waiver of the conditions to Closing set forth in the        
Purchase Agreement. Although the Purchase Agreement provides that the Closing   
could be at such other time as the parties may mutually determine, Sportcraft   
has informed Escalade that Sportcraft will not agree to extend the Closing      
beyond September 15, 1998. The Company anticipates that all such conditions to  
be satisfied by Escalade will be satisfied either prior to, or promptly after,  
the Company obtains the required Stockholder vote approving the Asset Sale and  
the Purchase Agreement.                                                         

         Representations and Warranties. The Purchase Agreement contains various
representations and warranties of the Company, the Selling Parties, JEN Sports  
and Sportcraft. These include representations and warranties by the Company and 
the Selling Parties relating to, among other things: (a) the valid organization 
and existence, good standing and foreign qualification of the Company and the   
Selling Parties and similar corporate matters; (b) valid Board of Directors'    
authorization of the Purchase Agreement and the ancillary agreements thereto;   
(c) the valid execution, delivery, performance and enforceability of the        
Purchase Agreement and the ancillary agreements thereto; (d) the absence of     
certain regulatory and third party consents or disqualifiers; (e) the accuracy  
of certain corporate documents provided to Sportcraft, including corporate books
and records and documents filed with the Commission; (f) the preparation of     
financial statements in accordance with GAAP and the absence of undisclosed     
indebtedness and liabilities; (g) material contracts related to the Sporting    
Goods Business; (h) title to the Acquired Assets; (i) inventories, accounts     
receivable and accounts payable relating to the Sporting Goods Business; (j)    
litigation; (k) compliance with laws; (l) employees and employee benefit plans; 
(m) brokers fees; (n) environmental matters; (o) taxes; (p) insurance; (q)      
intellectual property; (r) owned and leased real property used in the Sporting  
Goods Business; (s) conduct of the Sporting Goods Business in the ordinary      
course of business since fiscal year-end; (t) the valid execution, delivery and 
enforceability of the irrevocable proxies of the Company's directors and        
officers identified in the Purchase Agreement; and (u) the preparation of this  
Proxy Statement.                                                                

     Sportcraft's and JEN Sports' representations and warranties include
those relating to, among other things: (a) the valid organization and existence,
good standing and foreign qualification of Sportcraft and JEN Sports and similar
corporate matters; (b) the valid authorization, execution, delivery, performance
and enforceability of the Purchase Agreement and the ancillary agreements       
thereto; (c) absence of certain regulatory and third party consents or          
disqualifiers; (d) compliance with laws; (e) brokers fees; (f) commitment       
letters for senior and subordinated financing in connection with the Asset Sale,
and; (g) the preparation of this Proxy Statement.                               

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         Certain Covenants. Pursuant to the terms of the Purchase Agreement, the
Company, the Selling Parties, JEN Sports and Sportcraft have made certain       
covenants including, among others, that from the date of the Purchase Agreement 
through the Closing, except as permitted by or contemplated in the Purchase     
Agreement, the Company and the Selling Parties shall carry on its respective    
businesses in the ordinary course and, to the extent consistent therewith: use  
commercially reasonable efforts to preserve intact the Sporting Goods Business  
and the Acquired Assets, including the present operations, physical facilities, 
working conditions and relationships with lessors, licensors, licensees,        
distributors, suppliers, customers and employees; use commercially reasonable   
efforts to keep available the services of each of the officers, employees,      
agents and independent contractors employed by or related to the Sporting Goods 
Business and preserve for the benefit of JEN Sports the goodwill of customers,  
suppliers, licensors, landlords, employees and others related to the Business;  
use commercially reasonable efforts to obtain third party consents to the       
assignment of material contracts and amendments to licenses; consult and        
cooperate with JEN Sports and Sportcraft concerning purchase orders and the     
termination of certain contracts; and cooperate in the transition of customers  
of the Sporting Goods Business to JEN Sports. In addition, except (a) as        
permitted by or contemplated in the Purchase Agreement and (b) as otherwise     
consented to in writing by JEN Sports, the Company and the Selling Parties have 
agreed, among other things, not to: (i) engage in any practice, take any action 
or enter into any transaction outside the ordinary course of the Sporting Goods 
Business; (ii) declare, set aside or pay any dividends or make any distributions
with respect to the capital stock of the Company or the Selling Parties; (iii)  
enter into, modify or waive any material terms of any agreement, contract, lease
or license to be assigned to and assumed by JEN Sports; (iv) permit or allow any
Acquired Asset to become subject to any liens or sell, lease, transfer or assign
any of such assets, other than sales of inventory in the ordinary course of     
business; (v) grant any increase, modification or change in the compensation of 
the Company's and the Selling Parties' directors, officers and employees outside
of the ordinary course of business, or adopt, amend, modify or terminate of any 
employee benefit plan for the benefit of any director, officer or employee of   
the Selling Parties; (vi) make any material modification or change in accounting
practices and policies or in its application of GAAP; (vii) enter into any      
transaction with certain affiliated persons or entities; (viii) issue, sell or  
otherwise dispose of any capital stock of the Company or the Selling Parties or 
grant any warrants or options to acquire such shares; (ix) make any loans or    
advancements to any person outside of the ordinary course of business; (x) make 
or agree to make any new capital expenditures in excess of $150,000 in the      
aggregate; (xi) delay or postpone the payment of any accounts payable or other  
liabilities outside the ordinary course of business; (xii) terminate any        
material distributor, customer or supplier, and continue to do business with    
such parties subject to current terms and conditions; or (xiii) commit to take  
any of the foregoing actions.                                                   

Additionally, the Company, the Selling Parties, JEN Sports and
Sportcraft have entered into agreements addressing, among other things,         
confidentiality, access to Sporting Goods' business records, notice of          
developments, title insurance and surveys of owned and leased real property, tax
elections and other tax matters, employees and employee benefits, the           
preparation of this Proxy Statement and other Closing matters.                  

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       No Solicitation. The Purchase Agreement provides that the Company and
the Selling Parties shall not, directly or indirectly, through any officer,     
director, employee, representative or agent (a) solicit, initiate or encourage  
the initiation of any inquiries or proposals regarding any merger,              
recapitalization, sale of any of the Acquired Assets (other than sales of       
inventory in the ordinary course of business) or sale or exchange of shares of  
capital stock or similar transactions involving the Company or the Selling      
Parties other than the Asset Sale (an "Acquisition Proposal"); (b) except as    
permitted under the Purchase Agreement, engage in any negotiations or           
discussions concerning, or provide any non-public information to any person     
relating to any Acquisition Proposal; or (c) except as permitted under the      
Purchase Agreement, agree to, approve or recommend any Acquisition Proposal.    
Notwithstanding, the Board of Directors may respond to and negotiate, approve   
and recommend to the Stockholders any bona fide Acquisition Proposal not        
solicited in violation of the Purchase Agreement, provided, however, that the   
Board of Directors determines in good faith, based upon the advice of outside   
counsel, that both (i) the terms of the Acquisition Proposal presents a         
materially more favorable financial alternative to the Stockholders than the    
Asset Sale, and (ii) therefore that the Board of Directors is required under    
Indiana law, in order to comply with its fiduciary duties to Stockholders, to   
respond to and negotiate such Acquisition Proposal. In the event the Board of   
Directors makes such determination, it may approve and recommend such           
Acquisition Proposal to the Stockholders, provided, however, that the Company   
(i) promptly discloses to JEN Sports and Sportcraft the identity of the party   
making the Acquisition Proposal, (ii) gives JEN Sports and Sportcraft a         
reasonable opportunity to match such offer, and (iii) promptly gives JEN Sports 
and Sportcraft prompt written notice of the determination of the Board of       
Directors to approve and recommend an alternative Acquisition Proposal.         

        In the event the Board of Directors makes such permitted determination
regarding an Acquisition Proposal, the Board of Directors may approve and       
recommend such Acquisition Proposal and terminate the Company's obligations     
under the Purchase Agreement, subject to the termination provisions of the      
Purchase Agreement. No action by The Company's Board of Directors permitted by  
the preceding sentence shall constitute a breach of the Purchase Agreement by   
the Company; provided, however, that the Company shall be obligated to pay fees 
as described under "PROPOSAL 1--THE ASSET SALE -- Summary of the Terms of the   
Purchase Agreement --Termination Fees."                                         

  Non-Compete Obligations. Pursuant to the Purchase Agreement, the
Company and the Selling Parties agree, that for a period of five years following
the Closing Date, they (a) will not, directly or indirectly, run, own, manage,  
operate, join, control, be employed by, provide consulting services to,         
participate in, lend their name to, invest in or be connected in any manner with
the management, ownership, operation or control of any business, venture or     
activity that competes, directly or indirectly, with the Sporting Goods         
Business; or (b) will not, directly or indirectly, without prior written consent
of JEN Sports, recruit, offer employment, employ, engage as a consultant, lure  
or entice away any Designated Employee of Sporting Goods, or any other employee 
of JEN Sports to leave the employ of JEN Sports, provided, however, that the    
Company may employ any person: (i) who is not offered employment by JEN Sports  
at the Closing, (ii) who is subsequently terminated by JEN Sports, or (iii) who 
initiates contact with the Company on his or her own                            

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initiative without any direct or indirect encouragement of the Company,         
provided, however, that the Company will refrain in such situation from making  
any offer to hire such individual until at least six months after such person's 
employment with JEN Sports is terminated.                                       

      Continued Existence. Pursuant to the Purchase Agreement, the Company
has agreed, that for a period of five years following the Closing Date it will  
not take any action that will reasonably be likely to impair the Company's      
ability to fulfill its obligations under the Purchase Agreement, including,     
among other things, any extraordinary dividend, voluntary dissolution or        
liquidation, merger or consolidation in which the Company is not the surviving  
corporation or sale of all or substantially all of its stock or assets, unless, 
prior to any such action, the Company delivers to Sportcraft an irrevocable     
letter of credit in an amount of $8 million less any indemnification payments   
made to date. Such letter of credit will be used to secure the Company's        
indemnification obligations under the Purchase Agreement subsequent to the      
consummation of any of the above described actions, and shall terminate upon the
latter of the fifth anniversary of the Closing Date or the resolution of any    
indemnification claims pending at the fifth anniversary of the Closing Date.    

     Conditions to Closing. The respective obligations of the parties to
consummate the Asset Sale are subject to the satisfaction or waiver of the      
Closing conditions as specifically set forth in the Purchase Agreement. Such    
conditions to JEN Sports and Sportcraft's obligation to close include, among    
others, (a) the representations and warranties of the Company and the Selling   
Parties contained in the Purchase Agreement are true and correct as of the      
Closing Date; (b) the Company and the Selling Parties shall have performed and  
complied with all of their covenants, agreements and obligations required by the
Purchase Agreement through the Closing Date; (c) the absence of any litigation  
which could reasonably be expected to prevent the consummation of the           
transactions contemplated by the Purchase Agreement, cause any of such          
transactions to be rescinded following consummation or adversely affect         
Sportcraft's ability to own and operate the Sporting Goods Business after the   
Closing; (d) the absence of any material adverse changes in the Sporting Goods  
Business; (e) the Company and the Selling Parties shall have obtained any       
necessary consents from its lenders under its Bank Facility and the release of  
any and all liens relating to the Acquired Assets and the release of certain    
guaranties; (f) JEN Sports receipt of financing on terms and conditions         
consistent with its Commitment Letters; (g) JEN Sports receipt of title         
insurance and surveys of the owned real property and title insurance for the    
leased real property related to the Business in form reasonably acceptable to   
JEN Sports within 30 days of the execution of the Purchase Agreement, and the   
cure by the Selling Parties of any Title Objections, if any, within 30 days of  
receipt of notice, provided, however, that the Selling Parties shall not be     
obligated to spend more than $100,000 to cure such title matters; (h) the       
Purchase Agreement and the Asset Sale shall have been approved and adopted by   
the Stockholders as required; and (i) the Company and the Selling Parties shall 
have obtained consents from third parties with respect to the assignment of     
certain Contracts.                                                              

    Conditions to the Company's and the Selling Parties' obligation to
close include, among others, (a) the representations and warranties of JEN      
Sports and Sportcraft contained in the Purchase Agreement are true and correct  
as of the Closing Date; (b) JEN Sports and Sportcraft shall have performed and  
complied with all of their covenants, agreements and obligations required by the
Purchase Agreement through the Closing Date; (c) the absence of any litigation  
which could reasonably be expected to prevent the consummation of the           
transactions contemplated by the                                                

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Purchase Agreement or cause any of such transactions to be rescinded following  
consummation; and (d) the Purchase Agreement and the Asset Sale shall have been 
approved and adopted by the Stockholders as required.                           

      The Purchase Agreement provides that both the Company and Sportcraft
may waive any conditions precedent to their respective obligations to close the 
Asset Sale to the extent such waiver is permitted by law. This provision grants 
the Board of Directors the contractual authority to waive a condition precedent 
to closing in the discharge of its fiduciary duties to the Company and the      
Stockholders. Any such determination will be made after consideration of the    
nature of the condition and the facts and circumstances surrounding its         
inability to be satisfied, as well as an evaluation of the alternatives         
available to the Company if the condition is not waived. This provision would   
permit the Board of Directors, after consultation with its advisors if the Board
of Directors deems appropriate, to waive, among other things, a breach by JEN   
Sports or Sportcraft of any of its representations, warranties, covenants or    
agreements contained in the Purchase Agreement if, in the exercise of the Board 
of Directors' discretion, it is concluded that such waiver is in the best       
interests of the Company and the Stockholders. Permitted waivers, if exercised, 
do not require additional Stockholder approval. THE COMPANY DOES NOT INTEND TO  
RESOLICIT PROXIES IN THE EVENT A MATERIAL CONDITION IS WAIVED. Sportcraft has   
informed Escalade that Sportcraft will not waive any condition contained in the 
Purchase Agreement, regardless of whether or not such condition is material.    

       The Company believes that all of the foregoing closing conditions are
capable of being satisfied at or prior to the Closing and the Company and the   
Selling Parties are currently working to satisfy all conditions. However, some  
conditions, such as approval of the Asset Sale by the Escalade Stockholders, the
receipt of third party consents and the obtaining of financing, are not solely  
within the control of the Company, the Selling Parties, JEN Sports or           
Sportcraft. As discussed above under "-- Recent Developments; Material          
Uncertainty of Closing the Asset Sale", material uncertainty exists as to       
whether the Asset Sale will be consummated and there can be no assurances that  
the Asset Sale will be consummated.                                             

      Termination of the Purchase Agreement. The Purchase Agreement may be
terminated at any time prior to the Closing Date: (a) by mutual written consent 
of the parties; (b) by the Company or Sportcraft if the Asset Sale shall not    
have been consummated on or before September 30, 1998 by reason of the failure  
of any condition precedent to Closing, including if Stockholder approval of the 
Purchase Agreement as required therein shall not have been obtained; (c) by JEN 
Sports if the Company or the Selling Parties commences any negotiations         
concerning any alternative Acquisition Proposal; (d) by JEN Sports upon the     
commencement of a tender or exchange offer for 35% or more of the Company's     
outstanding voting stock and the Board of Directors does not recommend that the 
Stockholders not tender their shares in such tender or exchange offer, subject  
to certain limitations (a "Tender Offer"), followed by the Escalade Stockholders
rejecting the Asset Sale or the Special Meeting being delayed beyond September  
15, 1998; (e) by JEN Sports if any person or group shall have acquired          
beneficial ownership or right to acquire beneficial ownership of 35% or more of 
the Company's outstanding voting stock, subject to certain limitations (a       
"Control Acquisition"), followed by the Escalade Stockholders rejecting the     
Asset Sale or the Special Meeting being delayed beyond September 15, 1998; (g)  
by the Company or JEN Sports if the Board of Directors shall withdraw, modify or
change its approval or recommendation of the Purchase Agreement or the Asset    
Sale or shall have approved an alternative Acquisition Proposal in accordance   
with the solicitation provisions of the Purchase Agreement (as described above);
(h) by JEN Sports if the Company or the Selling Parties materially breaches     
their representations or warranties or fails to perform their covenants or      
agreements and such breach is continued without cure for a period of thirty (30)
days after the Company's receipt of notice of breach; (i) by the Company and the
Selling Parties if JEN Sports or Sportcraft materially breaches its             
representations or warranties or fails to perform its covenants or agreements   
and such breach is continued without cure for a period of thirty (30) days after
Sportcraft's receipt of notice of breach; and (j) by the Company or JEN Sports  
upon receipt of certain governmental regulatory orders or determinations that   
would prevent the Closing.                                                      

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        Sportcraft has asserted that Escalade has breached its representations
and warranties in the Purchase Agreement based on Sportcraft's belief that 1998 
sales prospects for the Escalade Sports business have materially declined to an 
extent that constitutes a material adverse effect in the business and in        
Sportcraft's ability to operate the business after Closing to achieve the       
desired levels of financial performance. Escalade does not believe that Escalade
or the Selling Parties have breached their representations and warranties nor   
that a material adverse effect has occurred.                                    

      The Purchase Agreement provides that it will become void and have no
effect, except as to certain enumerated provisions, if terminated as set forth  
above.                                                                          

        Termination Fee. If the Purchase Agreement is terminated by JEN Sports
by reason of the receipt of a Tender Offer or the occurrence of a Control       
Acquisition, or is terminated by the Company or JEN Sports upon the Board of    
Directors approval and recommendation of an alternative Acquisition Proposal in 
accordance with the solicitation provisions of the Purchase Agreement, then the 
Company shall pay to Sportcraft a termination fee of $3.5 million plus          
reasonable out-of-pocket expenses. If the Purchase Agreement is terminated by   
JEN Sports by reason of the Company's or the Selling Parties' commencement of   
any negotiations concerning any alternative Acquisition Proposal (as described  
above), then the Company shall pay Sportcraft for its reasonable out-of-pocket  
expenses plus a termination fee of $3.0 million if the alternative Acquisition  
Proposal that triggered the termination is accepted or consummated, or, if an   
Acquisition Proposal, other than the alternative Acquisition Proposal that      
triggered the termination, is accepted or consummated within one year, a        
termination fee shall be paid to Sportcraft ranging from $3.0 million if such   
Acquisition Proposal is accepted or consummated within the first 182 days       
following termination to $2.0 million if such Acquisition Proposal is accepted  
or consummated during the period commencing on the 183rd day and ending on the  
274th day following termination to $1.0 million if such Acquisition Proposal is 
accepted or consumated during the period commencing on the 275th day and ending 
on the 365th day following termination.                                         

        If the Purchase Agreement is terminated by JEN Sports by reason of the
Company's or the Selling Parties' material breach of its representations,       
warranties, covenants and agreements, then a termination fee plus reasonable    
out-of-pocket expenses shall be paid to Sportcraft if the Company accepts or    
consummates any alternative Acquisition within one year of termination. In such 
cases, the termination fee will range from $3.0 million to $1.0 million         
according to the fee schedule described above. Sportcraft has informed Escalade 
that, upon Sportcraft's anticipated termination of the Purchase Agreement       
pursuant to these circumstances, Sportcraft will seek reimbursement of its      
expenses and payment of a termination fee in the event Escalade engages in a    
similar transaction within twelve months of the termination of the Purchase     
Agreement. Based upon the assertions made by Sportcraft to date, Escalade does  
not intend to make any such payments to Sportcraft if Sportcraft terminates the 
Purchase Agreement.                                                             

 Liquidated Damages. In event the Company or the Selling Parties
terminates the Purchase Agreement by reason of a breach of the Purchase         
Agreement on the part of Sportcraft or JEN Sports, the Company shall be entitled
to recover from Sportcraft and JEN Sports, upon final order of a court of       
competent jurisdiction, liquidated damages of $3.5 million plus reasonable      
out-of-pocket expenses. If Sportcraft fails to consummate the Asset Sale,       
Escalade will continue to evaluate the facts and circumstances resulting in such
failure. If Escalade believes that Sportcraft has breached the Purchase         
Agreement, Escalade anticipates that it would seek liquidated damages and the   
reimbursement of Escalade's expenses from Sportcraft.                           

       Indemnification; Survival of Representations and Warranties. From and
after the Closing, the Company and the Selling Parties, jointly and severally,  
will indemnify and hold harmless JEN Sports and Sportcraft, and their respective
directors, officers, employees, agents and other affiliates against and in      
respect of all liabilities, obligations, judgments, liens, injunctions, charges,
orders, decrees, rulings, damages, dues, assessments, taxes, losses, fines,     
penalties, injuries, deficiencies, demands, expenses, fees, costs, amounts paid 
in settlement (including reasonable attorneys' fees), arising out of any claim, 
complaint, demand, cause of action, audit, investigation, hearing, action, suit 
of other proceeding (collectively, "Losses") that results from: (a) the         
inaccuracy of any representation or warranty made by the Company or the Selling 
Parties, including any misrepresentations or omissions, provided, however, that 
the Company and the Selling Parties shall be liable for such inaccuracies only  
to the extent that the aggregate amount of Losses exceeds a                     

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$750,000 threshold and does not exceed a maximum amount of $8 million, provided 
further, that the $750,000 threshold does not apply to Losses related to        
environmental or ERISA claims. Under certain circumstances, the Company's       
indemnification obligations may exceed this $8 million amount, i.e. fraud,      
defective corporate existence, failure to obtain proper corporate authorization,
tax deficiencies or undisclosed brokers fees among other circumstances; (b) the 
breach or nonfulfillment of any agreement or covenant made by the Company or the
Selling Parties under the Purchase Agreement; and (c) any liability of the      
Company or Selling Parties that is not an Assumed Liability under the Purchase  
Agreement.                                                                      

      From and after the Closing, JEN Sports and Sportcraft will indemnify
and hold harmless the Company and the Selling Parties and their respective      
directors, officers, employees, agents and other affiliates against and in      
respect of all Losses that result from (a) the inaccuracy of any representation 
or warranty made by Sportcraft, including any misrepresentations or omissions,  
provided however, that Sportcraft shall be liable for such inaccuracies only to 
the extent that the aggregate amount of Losses exceeds a $750,000 threshold and 
does not exceed a maximum amount of $8 million. Under certain circumstances JEN 
Sports' and Sportcraft's indemnification obligations may exceed this $8 million 
amount, i.e. fraud, failure to obtain proper corporate authorization or         
undisclosed brokers fees; (b) the breach or nonfulfillment of any agreement or  
covenant made by JEN Sports or Sportcraft under the Purchase Agreement; and (c) 
any liability of JEN Sports or Sportcraft that is an Assumed Liability under the
Purchase Agreement and relates to the ownership and use of the Acquired Assets  
following the Closing Date.                                                     

   The representations and warranties of the parties in the Purchase
Agreement have varying survival periods and survive the Closing and continue in 
full force and effect until the date that is the earlier of 60 days following   
the receipt of audited financial statements for the period ended December 31,   
1999 for the Sporting Goods Business as then conducted by JEN Sports or June 30,
2000. The Company's and the Selling Parties' representations and warranties     
relating to environmental matters shall continue in full force and effect for a 
period of three years following the Closing. The Company's and the Selling      
Parties' representations and warranties relating to, among other things,        
organization, authorization of transaction, brokers fees, title to assets,      
taxes, disclosure, employee benefits and ERISA shall continue in full force and 
effect without limit as to time, but subject to any applicable statutes of      
limitations. All covenants, agreements and indemnities of the Company, the      
Selling Parties, JEN Sports and Sportcraft contained in the Purchase Agreement  
or any document required thereunder shall, unless otherwise specifically        
provided for, survive the Closing and remain in full force without limit as to  
time, but subject to any applicable statutes of limitations.                    

      Expenses. Except upon certain termination events or other conditions
specified in the Purchase Agreement, the terms of the Asset Sale generally      
provide that the parties thereto shall bear their own costs and expenses        
(including legal and accounting fees and expenses) incurred in connection with  
the Purchase Agreement and the transactions contemplated therein, including,    
without limitation, the preparation of this Proxy Statement.                    

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NO INTEREST OF MANAGEMENT AND DIRECTORS IN THE ASSET SALE                       

       The Company's management and members of the Board of Directors do not
have interests in the Asset Sale beyond their interests as Stockholders         
generally.                                                                      

ACCOUNTING TREATMENT OF THE ASSET SALE                                          

         The Asset Sale is to be reflected in the Company's financial statements
as a disposal of a segment of business within the meaning of Accounting         
Principles Board Opinion No. 30.                                                

FEDERAL INCOME TAX CONSEQUENCES OF THE ASSET SALE                               

     The following summary of the federal income tax consequences of the
Asset Sale by the Company is not intended to be tax advice to any person, nor is
it binding upon the Internal Revenue Service. In addition, no information is    
provided herein with respect to the tax consequences of the Asset Sale under    
applicable foreign, state or local laws.                                        

         The Company will recognize a gain on the Asset Sale equal to the amount
realized by the Company from the sale less the Company's adjusted basis in the  
assets sold. The amount realized will equal the sum of money received by the    
Company in consideration for the assets. The amount realized will also include  
the amount of liabilities from which the Company is discharged as a result of   
the sale. The sale of the assets will not have any federal income tax           
consequences to the Stockholders. The Stockholders will not have any taxable    
income or loss until the Company makes a distribution to the Stockholders, if   
any.                                                                            

USE OF PROCEEDS                                                                 

      Proceeds received by the Company upon consummation of the Asset Sale
(the "Proceeds") will be temporarily invested in short-term securities, during  
which time the Board of Directors will evaluate the Company's strategic         
alternatives regarding the use of the Proceeds to enhance sharholder value. The 
Stockholders of the Company will not receive any distributions out of the       
Proceeds. A portion of the Proceeds will be used to repay the Company's         
outstanding indebtedness under its credit facilities with Bank One,             
Indianapolis, N.A. in the approximate amount of $12.0 million. The Board of     
Directors also anticipates using the Proceeds to build the Office Products      
business through expansion and/or acquisition and for working capital. The      
Company has not determined the amount of the Proceeds that will be used for     
expansion, acquisition and working capital, respectively, because such uses will
be dependent on opportunities for growth in the Office Products Business that   
may not yet exist or have not yet been identified by the Company and on whether 
the Company will be successful in completing any such acquisitions. ESCALADE'S  
STOCKHOLDERS WILL NOT RECEIVE ANY DISTRIBUTIONS FROM THE COMPANY IN CONNECTION  
WITH THE ASSET SALE.                                                            

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OPERATIONS OF THE COMPANY FOLLOWING THE ASSET SALE                              

         Following the consummation of the Asset Sale, the assets of the Company
will consist of Office Products and the cash proceeds of the Asset Sale received
from Sportcraft. Sporting Goods currently represents approximately 73% of the   
Company's net sales. As a result, the Company will initially have significantly 
reduced operations.                                                             

       The Company will continue in existence and focus on strengthening its
Office Products business, but will cease all of its current Sporting Goods      
operations other than retaining its 37.5% equity interest and other investments 
in Sweden Tennis AB. The Board of Directors will evaluate opportunities for the 
use of the Proceeds to build the Office Products business through expansion,    
acquisition or other means in order to build shareholder value. The Company     
initially will continue to maintain its principal executive offices in          
Evansville, Indiana but will relocate those offices to a new location because   
the real property containing the current offices is being sold to JEN Sports as 
part of the Asset Sale.                                                         

       See "-- Potential Consequences of Terminating the Purchase Agreement"
for a discussion of Escalade's intentions in the event the Asset Sale is not    
consummated and the Purchase Agreement is terminated.                           

CERTAIN EFFECTS OF THE ASSET SALE                                               

         The Asset Sale will not affect the Stockholders' equity interest in the
Company or their status as stockholders of the Company. Accordingly, the        
Company's Common Stock will continue to be registered under the Exchange Act and
listed on the Nasdaq National Market, and the Company will continue to be       
required to file periodic reports and other financial information with the      
Commission, including the requirement of furnishing a proxy or information      
statement in connection with meetings of its stockholders. The Company intends  
to apply for a new Nasdaq trading symbol to reflect its new corporate name      
assuming that the Corporate Name Change is approved by Stockholders.            

DIRECTORS AND OFFICERS IRREVOCABLE PROXIES                                      

      On June 26, 1998 each director and executive officer of the Company,
and their respective affiliates, executed an irrevocable proxy pursuant to the  
terms of the Purchase Agreement that allows JEN Sports to vote all Common Stock 
held of record or beneficially by such individuals "FOR" approval of the Asset  
Sale. These persons own beneficially or of record approximately 1,030,000 shares
of Escalade Common Stock, representing approximately 33% of the Common Stock    
entitled to vote at the Special Meeting.                                        

GOVERNMENTAL AND REGULATORY APPROVALS                                           

        No governmental or regulatory approvals of any federal, state or local
authority are required in order to consummate the Asset Sale.                   

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ARMS' LENGTH TRANSACTION                                                        

         None of JEN Sports, Sportcraft or any of their affiliates is a party to
any contract, agreement, or other arrangement with, or has any ownership in, the
Company or the Selling Parties, other than the Purchase Agreement and the       
related agreements. Escalade's Board of Directors and management believe that   
the terms of the Purchase Agreement, the Asset Sale and the related transactions
contemplated thereby have been negotiated by the parties at arms' length.       
Escalade's Board of Directors and management further believe that the arms'     
length nature of the transaction has not been adversely effected by CIBC        
Oppenheimer's retention by Sportcraft to arrange financing for Sportcraft as    
discussed in "PROPOSAL 1--THE ASSET SALE--Valuation of Escalade Sports."        

NO DISSENTERS' RIGHTS                                                           

 Pursuant to the provisions of sections 23-1-44-8 of the Indiana
Business Corporation Law, because the Company's Common Stock is traded on the   
Nasdaq National Market on the Record Date, Stockholders will not have any       
appraisal rights as dissenting stockholders by reason of the Asset Sale.        

POTENTIAL CONSEQUENCES OF TERMINATING THE PURCHASE AGREEMENT                    

        If the Asset Sale is not consummated, Escalade initially will continue
to conduct its sporting goods business in its entirety. Escalade will           
re-evaluate the ways in which Escalade can seek to enhance shareholder value as 
discussed under "--Background of and Reasons for the Asset Sale", including the 
potential sale of Escalade Sports to a third party other than Sportcraft        
although Escalade believes that it would be difficult for the Company to obtain 
an acceptable sale price following any termination of the Purchase Agreement. In
light of the unexpected recent developments described under "--Recent           
Developments; Material Uncertainty of Closing the Asset Sale", Escalade has not 
yet had time to make any determination as to how it will revise its strategic   
plan if the Purchase Agreement is terminated and no such determination will be  
made until the Asset Sale has either closed or the Purchase Agreement is        
terminated.                                                                     

    In the event that the Purchase Agreement is terminated, whether by
Sportcraft on the basis of the assertions made by Sportcraft to date, by        
Sportcraft for any other reasons that it may later assert or by Escalade,       
Escalade also anticipates that litigation may result between Escalade and       
Sportcraft. The basis upon which the Purchase Agreement would be properly       
terminated determines the parties respective rights to obtain damages, break-up 
fees and reimbursement of expenses as described under "--Summary of the Terms of
the Purchase Agreement -- Termination Fee" and "--Liquidated Damages".          
Accordingly, there may be a significant economic impact to Escalade depending on
the outcome of any such litigation or the terms of any settlement that might be 
agreed upon between Escalade and Sportcraft. However, because such matters are  
dependent upon facts and circumstances, some of which have not yet occurred,    
uncertainty exists as to whether those matters will be resolved favorably to    
Escalade notwithstanding Escalade's current beliefs that it will satisfy all of 
its conditions to Closing and that Escalade is not in breach of the Purchase    
Agreement.                                                                      

ESCALADE'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A        
VOTE FOR THE APPROVAL OF THE ASSET SALE AND THE PURCHASE                        
AGREEMENT.                                                                      

 PROPOSAL 2 -- THE CORPORATE NAME CHANGE

         The Stockholders will also be asked at the Special Meeting to authorize
an Amendment to the Company's Amended Articles of Incorporation to effect the   
Corporate Name Change. Such amendment is attached as Appendix B to this Proxy   
Statement. This proposal, if approved by Escalade's Stockholders, will be       
implemented only if the Asset Sale is approved and consummated and will be      
effected by the filing of Articles of Amendment to the Company's Amended        
Articles of Incorporation with the State of Indiana.                            

       The terms of the Purchase Agreement require the Company to change its
corporate name as the rights to use the names "Escalade," "Escalade Sports,"    
"Indian Industries" and "Harvard Sports" are to be sold to JEN Sports as part of
the Asset Sale. Escalade's Board of Directors believes that the Martin Yale name
is well established in the office products industry and that changing the       
Company's name to "Martin Yale Group, Inc." will align the Company's name with  
its major brand name for its office products. Accordingly, Escalade's Board of  
Directors anticipates that the Corporate Name Change will help the Company      
attain greater name recognition following the Asset Sale.                       

 Additionally, upon consummation of the Asset Sale, the Board of
Directors will cause the Company's Indian and Harvard Sports subsidiaries to    
amend their respective Articles of Incorporation to change their corporate names
to II, Inc. and HS, Inc., respectively.                                         

ESCALADE'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE       
APPROVAL OF THE AMENDMENT TO THE COMPANY'S AMENDED ARTICLES OF                  

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INCORPORATION TO EFFECT THE CORPORATE NAME CHANGE UPON                          
CONSUMMATION OF THE ASSET SALE.                                                 

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 SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

      The selected unaudited pro forma consolidated financial data presented
below as of and for the year ended December 27, 1997 and for the period ended   
July 11, 1998 which are presented to reflect the estimated impact of the Asset  
Sale on the historical financial statements of the Company. Results of interim  
periods are not necessarily indicative of results to be expected for the year.  
The pro forma data may not be indicative of the results of operations and       
financial position of the Company, as it may be in the future or as it might    
have been had the transactions been consumated on the respective dates assumed. 
The selected unaudited pro forma consolidated financial data set forth below    
should be read in conjunction with the historical financial statements of the   
Company for the year ended December 27, 1997 and for the six month period ended 
July 11, 1998 and "Management's Discussion and Analysis of Financial Condition  
And Results of Operations of Escalade" as well as the proforma consolidated     
financial statements of the Company and the related notes thereto contained     
elsewhere herein.                                                               

SUMMARY PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share amounts)

                                                                [Download Table]


                                Six Months Ended   Year Ended
                                ----------------   ----------
                                      7/11          12/27    
                                      1998           1997    
                                    --------       --------  
                                                             

INCOME STATEMENT DATA                                        
Net Sales                             $16,819       $24,836  

Net Income                              1,711         2,343  
Weighted Average Shares                 3,085         3,110  

PER SHARE DATA                                               
  Basic Earnings Per Share            $   .56        $  .75  
  Book Value Per Share                  17.94         16.95  
  Cash Dividends Per Share                  0             0  

BALANCE SHEET DATA                                           
 Working Capital                       45,222                
 Total Assets                          64,059                
 Short-term Debt                          300                
 Long-term Debt                         2,400                
 Total Stockholders' Equity            55,335                

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 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The following unaudited pro forma balance sheet as of July 11, 1998
estimates the pro forma effect of the Asset Sale to Sportcraft as if the Asset  
Sale and the transactions contemplated in the Purchase Agreement had been       
consummated on July 11, 1998. The following unaudited pro forma income          
statements for the ended December 27, 1997 and the six month period ended July  
11, 1998 estimate the pro forma income statements based on the pro forma effects
of the Asset Sale as if such Asset Sale had occurred on December 29, 1996.      
The pro forma adjustments are described in the following notes and are based    
upon available information and certain assumptions that the Company believes are
reasonable. The pro forma data may not be indicative of the results of          
operations and financial position of the Company, as it may be in the future or 
as it might have been had the transactions been consummated on the respective   
dates assumed. The information should be read in conjunction with the Company's 
historical financial statements and accompanying notes and the Company's        
unaudited interim financial data appearing elsewhere in this Proxy Statement.   
The summary unaudited pro forma consolidated financial information has been     
included herein as required by the rules of the Commission and is for           
comparative purposes only.                                                      

        The actual amount of the Purchase Price and net purchase proceeds will
be finalized within 90 days after the closing date. Escalade believes that such 
amount will not be materially different from the amount of purchase proceeds    
reflected in the pro forma consolidated balance sheet presented below. See      
"PROPOSAL 1--THE ASSET SALE -- Summary of the Terms of the Purchase Agreement   
-- The Purchase Price" for a description of the method of determining the       
Purchase Price under the Purchase Agreement.                                    

     The unaudited pro forma financial statements included in this Proxy
Statement should be read in conjunction with the accompanying notes.            

         Certain statements made below relating to plans, conditions, objectives
and economic performance go beyond historical information and may provide an    
indication of future results. To that extent, they are forward-looking          
statements within the meaning of Section 21E of the Exchange Act, and each is   
subject to factors that could cause actual results to differ from those in the  
forward-looking statement.                                                      

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands, except per share amounts)
As of July 11, 1998 

                                                        [Enlarge/Download Table]


                                                                   PRO FORMA ADJUSTMENTS     PRO FORMA     
                                         HISTORICAL CONSOLIDATED       FOR PROPOSED          AFTER PROPOSED
                                                UNAUDITED              ASSET SALE            ASSET SALE    
                                                ---------        ----------------------      ----------    
                                                                 Debit           Credit                    
                                                                 -----           ------                    
                                                                                                           

BALANCE SHEET                                                                                              
Cash                                              $   115       $42,125 (b)     $   106 (a)    $42,134     
Accounts Receivable                                10,838            --           7,541 (a)      3,297     
Inventories                                        16,004            --          12,744 (a)      3,260     
Prepaid                                             1,348            --              61 (a)      1,287     
Net Property, Plant, Equipment                     10,722            --           4,948 (a)      5,774     
Other Assets                                        2,592            --              96 (a)      2,496     
Goodwill                                            5,811            --              --          5,811     
                                                  -------            --              --        -------     
Total Assets                                      $47,430            --              --        $64,059     
                                                  =======                                      =======     

Notes Payable                                     $ 4,175         3,875 (b)          --        $   300     
Accounts Payable                                    3,032         2,522 (a)          --            510     
Accrued Liabilities                                 6,413         2,467 (a)          --          3,946     
Long-Term Debt                                      7,400         5,000 (b)          --          2,400     
Deferred                                            1,568            --              --          1,568     
Common Stock                                        6,262            --              --          6,262     
Retained Earnings                                  18,580            --          30,493 (a)     49,073     
                                                  -------       -------         -------        -------     
Total Liabilities and Shareholder's Equity        $47,430       $55,989         $55,989        $64,059     
                                                  =======       =======         =======        =======     

See accompanying notes to Summary Unaudited Pro Forma Consolidated Financial    
Information.                                                                    

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SUMMARY UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(in thousands except per share amounts) 

                                                        [Enlarge/Download Table]

                                              SIX MONTHS ENDED JULY 11, 1998 (UNAUDITED)             
                                              ------------------------------------------             
                                  HISTORICAL        PRO FORMA ADJUSTMENTS           PRO FORMA AFTER  
                                 CONSOLIDATED       DEBIT             CREDIT      PROPOSED ASSET SALE
                                 ------------       -----             ------      -------------------
INCOME STATEMENT                                                                                     
                                                                                                     
Net Sales                          $34,860         18,041  (a)                        $16,819        

Cost of Sales                       24,649                          $15,468  (a)        9,181        
Selling and Administrative           7,786                            3,339  (a)        4,447        
Other Income (expenses)                                                   6  (a)                     
                                      (616)                             381  (b)         (229)       
                                  ---------        ------           -------              -----       
Net Income Before Taxes              1,809         18,041            19,194             2,962        

Income Taxes                           886            213  (a)                                       
                                                      152  (b)                          1,251        
                                                      ---                               -----        
Net Income                            $923        $18,406           $19,194            $1,711        
                                      ====        =======           =======            ======        

Per share data:                                                                                      
     Basic earnings per share         $.30                                               $.55        
     Diluted earnings per share       $.30                                               $.55        


                                              YEAR ENDED DECEMBER 27, 1997 (UNAUDITED)               
                                              ----------------------------------------               
                                  HISTORICAL        PRO FORMA ADJUSTMENTS           PRO FORMA AFTER  
                                 CONSOLIDATED       DEBIT             CREDIT      PROPOSED ASSET SALE
                                 ------------       -----             ------      -------------------
                                                                                                     
Net Sales                          $91,502         $66,666   (a)                       $24,836       
Cost of Sales                       61,717                            48,668  (a)       13,049       
Selling and Administrative          17,398                             9,817  (a)        7,581       
Other Income (expenses)             (1,337)                              149  (a)                    
                                                                         700  (b)         (488)      
                                   -------         -------               ---               ---       
Net Income Before Taxes             11,050          66,666            59,334             3,718       
Income Taxes                         4,689             273   (b)       3,587  (a)        1,375       
                                    ------             ---             -----             -----       
Net Income                          $6,361          66,939            62,921             2,343       
                                    ======          ======            ======             =====       

Per share data:                                                                                      
     Basic earnings per share        $2.05                                                $.75       
     Diluted earnings per share      $2.02                                                $.75       

See accompanying notes to Summary Unaudited Pro Forma Consolidated Financial    
Information.                                                                    

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NOTES TO SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION         

Pro Forma Balance Sheet Adjustments                                             

      The pro forma balance sheet reflects proceeds from the Asset Sale of
approximately $51,000,000 in cash                                               

                                                                [Download Table]

                                                                        
Estimated gross proceeds                                     $74,500,000
         Less: Estimated expenses relating to proposed sale    4,500,000
               Estimated tax on sale                          19,000,000
                                                             -----------
Estimated net cash proceeds from proposed sale               $51,000,000
                                                             ===========

       A description of pro forma adjustments for the pro forma consolidated
balance sheet are as follows:                                                   

                                                        [Enlarge/Download Table]

(a) Reflects the proposal sale of substantially all of the assets of Escalade's                       
Sporting Goods Business.                                                                              

                                                                                                      
Net consideration expected to be received ............................                       $51,000  
Net assets liabilities to be sold                                                                     
     Cash ............................................................        $  106                  
     Accounts receivable .............................................         7,541                  
     Inventories .....................................................        12,744                  
     Prepaid assets ..................................................            61                  
     Net Property, plant and equipment ...............................         4,948                  
     Other assets ....................................................            96                  
     Accounts payable ................................................        (2,522)                 
     Accrued liabilities .............................................        (2,467)                 
                                                                       ---------------                
                                                                                              20,507  
                                                                                        --------------
Gain on proposed transaction .........................................                       $30,493  
                                                                                        --------------

(b) Adjustments to record the use of proceeds from the proposed transaction:                          

Cash and cash equivalents ............................................       $42,125                  
Retire current portion of bank debt ..................................         3,875                  
Retire long term portion of bank debt ................................         5,000                  
                                                                       ---------------                
                                                                                             $51,000  
                                                                                        ==============

Pro Forma Income Statement Adjustments                                          

     The pro forma income statements reflect adjustments as if the Asset
Sale had occurred on December 29, 1996 for both the year ended December 27, 1997
and the six months ended July 11, 1998. After the Asset Sale is consummated, the
Company will continue the operation of Martin Yale's office and graphic products
business.                                                                       

       A description of pro forma adjustments for the pro forma consolidated
income statement are as follows:                                                

     (a)      To eliminate the historical results of Escalade's Sporting
Goods Business                              
      (b)      Represents the elimination of the interest expense (and the
                related tax effect) applicable to the debt to be repaid with
the proceeds.                               

    The Company used the following effective tax rates for the periods
covered by these pro forma statements:                                          

State Income Tax rate.................................... 8%                    
Federal Income Tax rate................................. 34%                    

Combined rate........................................... 39%                    

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SELECTED HISTORICAL FINANCIAL DATA

        The selected consolidated financial data presented below as of and for
the years ended December 25, 1993, December 31, 1994, December 30, 1995,        
December 28, 1996 and December 27, 1997 has been derived from audited           
consolidated financial statements of the Company. The selected consolidated     
income statement data presented below as of and for the periods ended July 12,  
1997 and July 11, 1998 has been derived from the unaudited consolidated         
financial statements of the Company. Results of interim periods are not         
necessarily indicative of results to be expected for the year. The selected     
consolidated financial data set forth below should be read in conjunction with  
the financial statements of the Company for the year ended December 27, 1997 and
for the six month period ended July 11, 1998 and "Management's Discussion And   
Analysis of Financial Condition And Results of Operations of Escalade" contained
elsewhere herein.                                                               

 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share amounts)

                                                        [Enlarge/Download Table]

                                     Six Months Ended                       Years Ended                      
                                   --------------------  ----------------------------------------------------
                                     7/11        7/12     12/27      12/28     12/30    12/31        12/25   
                                     1998        1997      1997       1996      1995     1994       1993 (1) 
                                     ----        ----      ----       ----      ----     ----       -------- 
                                                                                                             

INCOME STATEMENT DATA                                                                                        
Net Sales                                                                                                    
 Sporting goods                     $18,041     $19,338  $66,666     $74,077   $73,858  $85,318     $80,397  
 Office & Graphic Arts Products      16,819      11,129   24,836      19,132    17,321   17,276      14,338  
                                    -------     -------  -------     -------   -------  -------     -------  

 Total Net Sales                     34,860      30,467   91,502      93,209    91,179  102,594      94,735  

Net Income (Loss)                       923         255    6,361       5,247       448  (2,403)       6,213  
Weighted Average Shares               3,085       3,094    3,110       3,850     4,134    4,129       4,111  

PER SHARE DATA (2)                                                                                           
  Basic Earnings (Loss) Per Share     $ .30       $ .08    $2.05       $1.36      $.11   $(.58)       $1.51  
  Book Value Per Share                 8.05        6.35     7.56        5.01      5.65     5.54        6.12  
  Cash Dividends Per Share                0           0        0           0         0        0           0  

BALANCE SHEET DATA                                                                                           
 Working Capital                     14,685      13,859   15,478      13,309    17,069   16,837      22,289  
 Total Assets                        47,430      51,583   66,145      54,430    57,767   75,883      66,142  
 Short-term Debt                      4,175       5,000   14,075      13,675    16,732   31,215      16,640  
 Long-term Debt                       7,400      12,700   10,700       5,500     6,266    9,148      11,563  
 Total Stockholders' Equity          24,842      19,647   23,501      19,305    23,338   22,889      25,163  

(1)      Includes a cumulative effect adjustment of $3,089,893 relating to the  
 adoption of Statement of Financial Accounting Standard No. 109,
Accounting for Income Taxes.                                  

(2)      Basic earnings per common share are based on average shares outstanding
  adjusted to reflect the Company's 15% stock dividend declared on
February 19, 1994.                                            

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ESCALADE

The following is management's discussion and analysis of certain significant    
factors which have affected the Company's earnings during the periods included  
in the accompanying consolidated condensed statements of income.                

RESULTS OF OPERATIONS                                                           

FIRST HALF COMPARISON 1998 VS. 1997                                             

       Net sales were $34,860,000 in the first half of 1998 as compared to
$30,467,000 in the first half of 1997, an increase of $4,393,000 or 14.4%. Sales
of sporting goods decreased $1,298,000 or 6.7% and sales of office and graphic  
arts products increased $5,691,000 or 51.1%.                                    

        The decrease in sporting goods was mainly due to decreased volume in
table tennis and archery. In the office and graphic arts products segment, the  
increase in sales is due mainly to the acquisition of Master Products. (About   
90%).                                                                           

          Cost of sales was $24,649,000 in the first half of 1998 as compared to
$21,849,000 in 1997, an increase of $2,800,000 or 12.8%.                        

          Cost of sales as a percentage of net sales was 70.7% in the first half
of 1998 as compared to 71.7% in the first half of 1997. This cost of sales % is 
1% lower in 1998 than 1997 mainly due to higher % of office product sales in the
total sales dollars.                                                            

        Selling, general, and administrative expenses were $7,786,000 in the
first half of 1998 as compared to $7,589,000 in the first half of 1997, an      
increase of $197,000 or 2.6%.                                                   

        Selling, general, and administrative expenses as a percentage of net
sales were 22.3% in 1998 as compared to 24.9% in 1997. The decrease in these    
expenses as a percentage of net sales was mainly due to lower sales promotion   
related expenses.                                                               

          Interest expense was $588,000 in the first half of 1998 as compared to
$471,000 in the first half of 1997, an increase of $117,000 or 24.8%. The       
increase was due to higher average borrowing levels in the first half of 1998.  

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1997 COMPARED TO 1996                                                           

In 1997, net sales decreased 1.8%, or $1,707,000 to $91,502,000 from  
$93,209,000 in 1996.                                                            

Sporting goods net sales decreased by $7,411,000 from $74,077,000 to  
$66,666,000. Of this decrease, 34% was due to discontinued product or product   
lines and the remaining 66% was due to a decrease in units sold. The decrease in
units sold was mainly caused by excess inventory carryover from the prior year  
by several large customers. This excess inventory was the result of several of  
the Company's large sporting goods customers experiencing lower than anticipated
sales in the fourth quarter of 1996. These customers then proceeded to sell     
such inventories in 1997, which reduced their need to order additional products 
from the Company in 1997.                                                       

Office and graphic arts machines and equipment net sales increased by 
$5,704,000, or 29.8%, to $24,836,000 from $19,132,000. Of this increase, 95% was
due to the acquisition of Master Products and the other 5% was mainly due to    
increased export sales.                                                         

     Cost of sales of $61,717,000 as a percentage of net sales was 67.4% in 1997
as compared to $66,703,000, or 71.6%, in 1996. This decrease in cost of sales as
a percentage of net sales was in the sporting goods segment. This decrease in   
cost of goods sold was in factory expense, primarily in depreciation, product   
development, salaries and management services.                                  

   Selling, administrative and general expenses in 1997 were $17,397,000, or
19%, of net sales as compared to $16,628,000, or 17.8%, in 1996. This increase  
as a percentage of net sales was in the office and graphic arts machines and    
equipment segment. Professional services, travel, customer allowances and bad   
debts increased. Also, this segment's selling, general and administrative       
expenses are higher than sporting goods as a percentage of net sales and this   
segment's sales are increasing as a percentage of total sales.                  

    Interest expense in 1997 was $1,277,000 as compared to $1,408,000 in 1996,
a decrease of $131,000, or 9.3%. This decrease in interest expense was due to   
lower average borrowing levels in 1997 than in 1996.                            

   The income tax provision for 1997 was $4,689,000 for an effective rate of
42%.                                                                            

   Net income for the year was $6,361,000 as compared to $5,247,000 in 1996.
This increase in net income was from sporting goods and was primarily due to    
increased margins as a result of lower factory expenses.                        

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1996 COMPARED TO 1995                                                           

In 1996, net sales increased 2.2%, or $2,030,000, to $93,209,000 from 
$91,179,000 in 1995.                                                            

Sporting goods net sales increased $219,000 from $73,858,000 to       
$74,077,000. Lower sales in the first three quarters of 1996 were offset by a   
14.8% increase in fourth quarter sales over 1995. This increase reflected       
improved Christmas shipments to retailers in 1996 as compared to 1995.          

Office and graphic arts machines and equipment net sales increased    
$1,811,000, or 10.5%, to $19,132,000 from $17,321,000. Graphic arts equipment   
sales were up about $400,000, mainly to dealers, and office product sales were  
up about $1,400,000, mainly in wholesale, contract stationer and superstore     
sales.                                                                          

     Cost of sales of $66,703,000 as a percentage of net sales was 7l.6% in 1996
as compared to $73,433,000, or 80.6%, in 1995. Sporting goods cost of sales as a
percentage of net sales decreased 10.1% in 1996 from 1995. Material costs were  
down about 5%, labor costs were down about 1% and factory expense was down about
4% as a percentage of net sales. The decrease in the office and graphic arts    
machines and equipment cost of sales as a percentage of net sales was 2.2% and  
was mainly in material cost.                                                    

  Selling, administrative and general expenses in 1996 were $16,628,000 as
compared to $13,867,000 in 1995. As a percentage of net sales, these expenses   
were 17.8% in 1996 and 15.2% in 1995. This increase was in advertising, sales   
promotion, volume discounts, customer allowances and incentives.                

    Interest expense in 1996 was $1,408,000 as compared to $2,268,000 in 1995,
a decrease of $860,000, or 37.9%. This decrease was due to lower short-term     
borrowing levels in 1996 than in 1995.                                          

   The income tax provision for 1996 was $3,513,000 for an effective rate of
40%.                                                                            

     Net income for the year of $5,247,000 compares to net income of $448,000 in
1995. This is an increase of $4,799,000. Sporting goods net income increased    
about $4,700,000 and office and graphic arts machines and equipment net income  
increased about $500,000 with the difference being in corporate expenses.       

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OPERATING ACTIVITIES                                                            
    The Company's net cash provided by operating activities was $12,148,000 in
the first half of 1998 as compared to $11,038,000 in the first half of 1997.    
Most of the cash provided by operating activities was from collection of the    
year end accounts receivable. The net accounts receivable balance at the end of 
the year in 1997 was $30,602,000 and at the end of the first half of 1998, the  
net accounts receivable balance was $10,838,000. The Company's net cash used for
investing activities was $461,000 in the first half of 1998 as compared to      
$10,227,000 in the first half of 1997. 1997 included $9,118,000 for the         
acquisition of Master Products. The Company's net cash used by financing        
activities was $12,818,000 in the first half of 1998 as compared to $1,388,000  
in the first half of 1997. In 1998, the cash used by financing activities paid  
down bank and long term debt while the Company's pay down of bank debt in the   
first half of 1997 was offset by an increase in bank debt from the Master       
Products purchase.                                                              

 The Company's net cash provided by operating activities was $8,784,231,
$15,266,154 and $18,666,358 in 1997, 1996 and 1995. Inventory management        
provided cash of $272,909, $3,699,263 and $8,244,785 in 1997, 1996 and 1995.    
Accounts receivable used cash of $2,113,236 and $2,439,220 in 1997 and 1996 and 
provided cash of $6,411,341 in 1995. The increase in year-end receivables in    
1997 was due to higher fourth quarter sales.                                    

INVESTING ACTIVITIES                                                            
The Company's net cash used by investing activities was $10,651,115,  
$1,891,594 and $1,051,136 in 1997, 1996 and 1995. The Company used $1,597,055,  
$1,902,127 and $1,144,922 in 1997, 1996 and 1995 to purchase property and       
equipment. In 1997, the Company used $8,958,745 for the purchase of certain     
assets of Master Products, net of cash acquired.                                

FINANCING ACTIVITIES                                                            
  Net cash provided by financing activities in 1997 was $1,793,961 and net
cash used by financing activities was $13,301,909 and $17,363,055 in 1996 and   
1995. In 1997, the Company borrowed an additional $11,500,000 and paid          
$10,300,000 on long-term debt. At year end, the short-term debt had increased   
$3,120,650 over last year. This is a net increase of $4,320,650 in total bank   
debt. The additional borrowings were used for the purchase of Master Products   
and Company stock and warrants.                                                 

 The Company's working capital requirements are funded by cash flow from
operations, a domestic short-term line of credit and a letter of credit         
facility in the amount of $2,000,000. The maximum amount that could be drawn    
under its domestic line of credit at year end was $12,000,000, of which         
$8,275,000 was used. The domestic line of credit was paid down to zero as       
of January 26, 1998 and has now been amended to provide for a maximum line of   
credit of $7,000,000.                                                           

EFFECT OF INFLATION                                                             
   The Company cannot accurately determine the precise effects of inflation;
however, there were some increases in sales and costs due to inflation in 1997. 
The Company attempts to pass on increased costs and expenses through price      
increases when necessary. The Company is working on reducing expense levels,    
improving manufacturing technologies and redesigning products to keep these     
costs under control.                                                            

INVENTORIES                                                                     
        Inventories at the end of the first half of 1998 were $16,004,000 as
compared to $17,384,000 at the end of the first half of 1997, a decrease of     
$1,380,000.                                                                     

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BUSINESS OF ESCALADE

   General. Escalade is a diversified company engaged in the manufacture and
sale of sporting goods and office and graphic arts products. Escalade and its   
predecessors have produced sporting goods for over 70 years and have produced   
office machines for over 40 years.                                              

Escalade is the successor to The Williams Manufacturing Company, an   
Ohio-based manufacturer and retailer of women's and children's footwear formed  
in 1922. Through a series of acquisitions commencing in the 1970's, the Company 
has diversified its business. The Company currently manufactures sporting goods 
in Evansville, Indiana, Compton, California and Tijuana, Mexico and manufactures
office and graphic arts products in Wabash, Indiana, Los Angeles, California and
Tijuana, Mexico.                                                                

In 1972, the Company merged with Martin Yale Industries, Inc. (Martin 
Yale), an Illinois manufacturer of office and graphic arts products and leisure 
time items such as toys and hobby and craft items. In 1973, the Company acquired
both Indian Industries, Inc. (Indian), an Indiana manufacturer of archery       
equipment and table tennis tables, and Harvard Table Tennis, Inc., a            
Massachusetts manufacturer of table tennis accessories. Escalade discontinued   
the Williams Manufacturing footwear operations in 1976 and sold Martin Yale's   
leisure time product line to an unaffiliated party in 1979. In 1980, the Company
purchased Harvard Sports, Inc. (formerly Crown Recreation (West), Inc.), a      
California manufacturer of table tennis tables and home pool tables. In 1983,   
the Company closed Harvard Table Tennis, Inc. and consolidated it with Harvard  
Sports, Inc. (Harvard).                                                         

Escalade has diversified within both the sporting goods and office and
graphic arts products industries, principally through the introduction of new   
product lines and acquisitions of related assets and businesses. Escalade       
expanded its sporting goods business in 1982 with the introduction of basketball
backboards, goals and poles. In 1988, the Company acquired the business machine 
division assets of Swingline, Inc., further expanding the range of products     
offered within the office machine and equipment product lines. In 1989, the     
Company started limited manufacturing in Tijuana, Mexico under a shelter program
known as "maquiladora". In 1990, the Company built a new manufacturing and      
office facility in Wabash, Indiana and consolidated the manufacturing of office 
and graphic arts products into the new facility. In 1992, the company           
established a European sales office and warehouse based in the United Kingdom   
under the name of Escalade International Limited. In 1994, the Company purchased
certain assets of Data-Link Corporation which manufactured products to apply    
postage and other stamps. In 1997, the Company purchased Master Products        
Manufacturing Company, Inc. (Master Products), a manufacturer of paper punches  
and catalog rack systems.                                                       

   Escalade's sporting goods products are produced by Indian and Harvard and
are sold through a single consolidated sales and marketing group, Escalade      
Sports. Escalade's office and graphic arts products are produced by Martin Yale 
and Master Products and are sold through a single consolidated sales and        
marketing group, Martin Yale.                                                   

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    The following table presents the percentages contributed to Escalade's net
sales by each of its business segments:                                         

                                                        [Enlarge/Download Table]

FISCAL YEAR                                          1997              1996             1995        
----------------------------------------------------------------------------------------------------

                                                                                                    
Sporting goods                                         73%              79%               81%       
Office and graphic arts products                       27               21                19        
                                               -----------------------------------------------------

Total net sales                                       100%             100%              100%       
                                               =====================================================

     For additional segment information, see the notes to consolidated financial
statements.                                                                     

     Sporting Goods. Escalade manufactures and sells a variety of sporting goods
such as table tennis tables and accessories, archery equipment, home pool tables
and accessories, combination bumper pool and card tables, game tables,          
basketball backboards, goals and poles, darts, dart cabinets and junior sporting
goods, including Mini Ping Pong, Mini Pool(TM), Mini Court(R) basketball and    
Shot Clock basketball. Some of Escalade's domestic sporting goods shipments are 
made from Harvard, which primarily services the Company's U. S. Western         
marketing region, but most of such shipments are made from Indian, which        
primarily serves the rest of the United States. The majority of foreign         
shipments are made through Escalade FSC Inc., a foreign sales corporation       
established by the Company in 1994.                                             
 Escalade produces and sells sporting goods under various brand names in
addition to its Indian and Harvard brand names. Beginning in 1985, Indian and   
Harvard entered into an agreement with Spalding and Evenflo Companies, Inc.     
(Spalding) for the exclusive right and license to utilize the Spalding(R)       
trademark in conjunction with the manufacture, sale and distribution in the     
United States of certain sporting goods product lines. The principal product    
lines covered by licensing agreements with Spalding are basketball backboards,  
goals and poles, indoor darts, table tennis sets and pool accessories. Beginning
in 1990, Indian entered into an agreement and contract with Baker Sport AB, a   
Swedish company, for the exclusive right and license to distribute and produce  
table tennis equipment under the brand name STIGA for the United States and     
Canada. Subsequently, Baker Sport AB filed bankruptcy under Swedish laws. A plan
of reorganization was instituted and a new company was formed called Sweden     
Table Tennis AB and, effective February 2, 1994, Escalade purchased 37.5%, the  
Bandstigen Family purchased 37.5% and AB Traction purchased 25% of Sweden Table 
Tennis AB.                                                                      

   Escalade also manufactures various sporting goods under private label for
Sears Roebuck & Co. (Sears) and various other customers. Many of Escalade's     
products are sold to Sears, Escalade's largest customer, which accounted for    
approximately 33% of Escalade's sporting goods item net sales in 1997. No other 
customer accounted for more than 10% of Escalade's sporting goods net sales in  
1997.                                                                           

Certain of the Company's sporting goods products are subject to the   
regulation of the Consumer Product Safety Commission. The Company believes that 
it is in compliance with such regulations.                                      

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Office And Graphic Arts Products. Escalade's office and graphic arts  
products include paper trimmers, paper folding machines, paper drills,          
collators, decollators, bursting machines, letter openers, automated paper      
joggers, checksigners, stamp affixers, paper shredders, paper punches, catalog  
rack systems, bindery carts and related accessories. Escalade's office and      
graphic arts products business is conducted through Martin Yale and Master      
Products.                                                                       
In 1986, the Company introduced a combination checksigner and bursting
machine, which automatically imprints facsimile signatures on payroll checks and
then separates each check for distribution. The Company also further diversified
its office equipment product lines by its August 1988 purchase of the business  
machine division assets of Swingline, Inc. consisting primarily of a line of    
forms handling equipment including decollators, bursters and checksigners and a 
line of shredders and other products, by its 1994 purchase of certain assets of 
Data-Link Corporation consisting primarily of products which apply postage and  
other stamps and by its 1997 purchase of Master Products, a manufacturer of     
paper punches and catalog rack systems.                                         
Escalade produces and sells office and graphic arts products under the
Martin Yale brand name, the Premier(R) trademark and the Master Products brand  
name. The Company also manufactures various office and graphic arts products    
under private label for original equipment manufacturers.                       

   Relationship with Sears. The Company has supplied sporting goods to Sears
for over 30 years beginning with sales of archery equipment by Indian to Sears. 
Sears currently purchases for resale a wide variety of Escalade's sporting      
goods. Sales to Sears accounted for approximately 24% of Escalade's consolidated
sales in 1997 and for approximately 24% and 23% of consolidated sales in 1996   
and 1995. Even though the Company has no long-term contracts with Sears, the    
Company believes that sales to Sears will continue and that relations with Sears
are good.                                                                       
     Escalade has been recognized by Sears for its outstanding service in ten of
the last 12 years and in 20 of the last 25 years. Sears has awarded Escalade the
Sears "Partners in Progress Award" during those years based upon quality,       
service and product innovation. Sears makes this award to less than 80 suppliers
each year. During this period, Sears had more than 10,000 suppliers. In 1987,   
Sears further recognized the Company by awarding Escalade the Sears 1986 "Source
of the Year Award" in the recreation-automotive group.                          

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Marketing and Product Development. Escalade has developed its existing
product lines to adapt to changed conditions. Escalade believes that it is      
prepared to react to changing market and economic developments primarily by     
continuing the quality/price structure of the Company's product lines and by    
conducting ongoing research and development of new products. Escalade is        
committed to being customer focused.                                            
  For many of its sporting goods products, Escalade offers its customers a
choice, based on quality and price, of its line of "good, better and best"      
items. Such products are priced in relation to their quality which enables the  
Company to sell its goods through a variety of department stores, mass          
merchandisers, wholesale clubs, catalog showrooms, discount houses, general     
sporting goods stores, specialty sporting goods stores and hardware chains. As a
result of such quality/price structure, Escalade is able to meet the            
quality/price objectives of the consumers served by such retail channels.       
    Escalade sells its office and graphic arts products through office machine
dealers, office supply houses and office product catalogs. Certain of Escalade's
office products, such as paper trimmers and paper folders, are marketed in a    
quality/price range designed to accommodate customer needs. Lower cost items are
generally intended for light duty office applications, whereas higher cost items
are more rugged or more sophisticated, and are intended for use in heavy duty or
commercial applications.                                                        
Escalade conducts much of its marketing efforts through a network of  
independent sales representatives in the office and graphic arts industries.    
Marketing efforts in the sporting goods business are coordinated through a      
marketing department as well as through a network of Company and independent    
sales representatives.                                                          
    The Company engaged in ongoing research and development activities for new
products in each of its business segments. Escalade spent approximately         
$1,400,000 in 1997, $2,300,000 in 1996 and $1,700,000 in 1995 for research and  
development activities.                                                         

    Competition. Escalade is subject to competition with various manufacturers
of each product line produced or sold by Escalade. The Company is not aware of  
any other single company that is engaged in both the same industries as Escalade
or that produces the same range of products as Escalade within such industries. 
Nonetheless, competition exists for many Escalade products within both the      
sporting goods and office and graphic arts industries and some competitors are  
larger and have substantially greater resources than the Company. Escalade      
believes that its long-term success depends on its ability to strengthen its    
relationship with existing customers, to attract new customers and to develop   
new products that satisfy the quality and price requirements of sporting goods  
and office and graphic arts customers.                                          

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  Licenses, Trademarks and Brand Names. Escalade Sports is licensed to use
the Spalding(R) trademark pursuant to licensing agreements entered into with    
Spalding in 1985. The Company pays royalties to Spalding for the use of the     
Spalding trademark in accordance with certain schedules set forth in the        
agreements. The licensing agreements further require that the Company pay       
Spalding certain minimum annual royalties from sales of Spalding(R) branded     
goods and that the Company provide Spalding with periodic reports and maintain  
quality standards acceptable to Spalding. In 1997, royalties paid by the Company
to Spalding were less than 1% of net sales. The Company believes that it        
currently satisfies all material terms of its agreements with Spalding. The     
licensing agreements with Spalding expire on September 30, 1999.                
     Escalade is the owner of several registered trademarks and brand names. For
its sporting goods, the Company holds the Ping-Pong(R), and Harvard(R)          
registered trademarks and utilizes the Indian, Indian Archery and Indian Xi     
brand names. The Company permits limited uses of the Ping-Pong(R) trademark by  
other manufacturers pursuant to various licensing agreements. The Company also  
owns the Premier(R) and Sandmar(R) registered trademarks for its office and     
graphic arts products, in addition to manufacturing such products under the     
Martin Yale and Master Products brand names.                                    

   Seasonality. The backlog of unshipped orders by industry segment is shown
below at the Company's 1997, 1996, and 1995 fiscal year end. All orders in      
backlog at year end are generally shipped during the following year. The backlog
includes all orders received but not shipped. Escalade's sporting goods business
is seasonal and, therefore, the backlog is subject to fluctuations.             

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28                                                                  
   AND DECEMBER 30                                     1997              1996             1995        
------------------------------------------------------------------------------------------------------

                                                                                                      
Orders received but not shipped                                                                       
   Sporting goods                                      $4,375,600       $2,592,800        $3,128,200  
   Office and graphic arts products                       570,100          419,300           392,300  

     Employees. The Company employs between 625 and 825 employees, consisting of
between 275 and 425 people at Indian's Evansville, Indiana facilities, between  
100 and 150 at Harvard's San Diego, California and Tijuana, Mexico facilities,  
approximately 125 employees at Martin Yale's Wabash, Indiana facilities and     
approximately 125 at Master Products' Los Angeles, California and Tijuana,      
Mexico facilities. All hourly rated employees at Evansville are represented by  
the International Union of Electronic, Electrical, Salaried, Machine and        
Furniture Workers AFL-CIO, whose contract expires April 30, 2000.               
Escalade believes that its employee relations are satisfactory.       

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 Sources of Supplies. Raw materials for Escalade's various product lines
consist of wood, particle board, slate, standard grades of steel, steel tubing, 
plastic vinyl, steel cables, fiberglass and packaging. Escalade relies upon     
European suppliers for its requirement of billiard balls and slate utilized in  
the production of home pool tables and upon various Asian manufacturers for     
certain of its table tennis needs and other items.                              
   The Company believes that these sources will continue to provide adequate
supplies as needed. All other materials needed for the Company's various        
operations are available in adequate quantities from a variety of domestic and  
foreign sources.                                                                
   Year 2000 Compliance. The Company's sporting goods and office and graphic
arts machines and equipment subsidiaries have both initiated programs to prepare
their computer systems and applications for the Year 2000 and to identify all   
systems and applications affected by Year 2000 compliance issues. They expect to
incur internal staff costs as well as consulting and other expenses to test and 
convert system applications in the amount of approximately $250,000 over the    
next one and a half years. Any necessary modifications to the Company's systems 
are expected to be approximately 90% complete by the end of 1998 and completely 
finished in 1999. The Company does not expect that Year 2000 compliance issues  
and related expenses will have a material adverse impact on the Company's       
operations, cash flows or financial conditions in future periods.               

Properties. The Company operates the following facilities:            

                                                        [Enlarge/Download Table]

                                  LOCATION                          SIZE             LEASED OR OWNED      
------------------------------------------------------------ ------------------- -------------------------

                                                                                                          
Evansville, Indiana (1)                                         346,000 sq. ft.           Owned           
San Diego, California (1)                                        34,039 sq. ft.           Leased          
Tijuana, Mexico (1)                                              50,000 sq. ft.           Owned           
Swansea, United Kingdom (1)                                      13,500 sq. ft.           Owned           
Wabash, Indiana (2)                                             141,000 sq. ft.           Owned           
Los Angeles, California (2)                                      72,312 sq. ft.           Owned           
Tijuana, Mexico (2)                                              15,000 sq. ft.           Leased          

(1) Sporting goods facilities                                                   
(2) Office products facilities                                                  

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    The Company's Wabash facilities are held subject to a mortgage financed by
Economic Development Revenue Bonds. The 141,000 square foot facility is a       
pre-engineered metal building supported by structured steel and concrete block  
consisting of 21,000 square feet warehousing, 6,000 square feet office and      
114,000 square feet manufacturing.                                              

The Company leases space in Tijuana, Mexico for its office products   
operations for $61,000 per year.                                                

 The Company believes that its facilities are in excellent condition and
suitable for their respective operations. The Evansville, Wabash and Tijuana    
sites also contain several undeveloped acres which could be utilized for        
expansion.                                                                      

The Company believes that all of its facilities are in compliance with
applicable environment regulations and is not subject to any proceeding by any  
federal, state or local authorities regarding such matter. The Company provides 
regular maintenance and service on its plants and machinery as required.        

 Legal Proceedings. The Company is involved in litigation arising in the
normal course of its business. The Company does not believe that the disposition
or ultimate resolution of such claims or lawsuits will have a material adverse  
affect on the business or financial condition of the Company.                   

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MARKET FOR ESCALADE'S COMMON STOCK
 AND RELATED STOCKHOLDER MATTERS
       Escalade Common Stock is traded on the NASDAQ Stock Market's National
Market under the symbol "ESCA". As of July 10, 1998, there were approximately   
800 record holders of Escalade Common Stock. On June 25, 1998, the last full    
trading day prior to the public announcement of the Purchase Agreement and the  
Asset Sale, the high, low and last reported sales price of Escalade Common Stock
on the Nasdaq National Market were $21.375, $21.125 and $21.125 per share,      
respectively. The Company will continue to meet the standards for continued     
listing on the Nasdaq National Market immediately following the Asset Sale.     
Absent the occurrence of other events, the Company does not believe that the    
sale of the Sporting Goods Business will adversely impact the Company's ability 
to meet the standards for continued listing for the foreseeable future.         

        The following table sets forth the high and low sales prices of shares
of Escalade Common Stock on the Nasdaq National Market for the periods          
indicated.                                                                      

    1996:                                       HIGH               LOW
                                                ----               ---
      1st Quarter                                 $5.13             $ 2.50
      2nd Quarter                                 $5.50             $ 4.75
      3rd Quarter                                 $9.13             $ 4.88
      4th Quarter                                 $9.25             $ 7.75

1997:                                                         
      1st Quarter                                 $12.63            $ 8.25
      2nd Quarter                                 $10.88            $ 9.38
      3rd Quarter                                 $12.25            $ 9.50
      4th Quarter                                 $14.75            $10.88

1998:                                                         
      1st Quarter                                 $19.88            $14.00
      2nd Quarter                                 $25.25            $19.38
      3rd Quarter (through August 25, 1998)       $25.50            $19.75

      The Company paid no cash dividends during the last two fiscal years.
The Company's existing bank indebtedness restricts the payment of cash          
dividends.                                                                      

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
 OWNERS AND MANAGEMENT

        The following tables set forth the number of shares of Escalade Common
Stock held beneficially, directly or indirectly, as of the Record Date by (a)   
any person who is known by the Company to be the beneficial owner of more than  
five percent (5%) of the outstanding shares of Escalade Common Stock; (b) each  
director of the Company, (c) the executive officers defined in Item 402(a)(3) of
Regulation S-K; and (d) all directors and executive officers of the Company as a
group.                                                                          

NAME AND ADDRESS OF BENEFICIAL OWNER                 NUMBER           PERCENT   
------------------------------------                 ------           -------   

Robert E. Griffin                                   549,814 (1)      17.7% (1)  
817 Maxwell Avenue                                                              
Evansville, Indiana  47717                                                      

C. W. "Bill" Reed                                   117,923 (2)       3.8% (2)  

Gerald J. Fox (3)                                    90,554 (4)       2.9% (4)  

Blaine E. Matthews, Jr.                              70,664 (5)       2.3% (5)  

A. Graves Williams, Jr. (3)                          81,819 (6)       2.6% (6)  

Keith P. Williams (3)                                68,712 (7)       2.2% (7)  

Robert D. Orr                                        64,129 (8)       2.1% (8)  

Yale A. Blanc                                         9,994 (9)        .3% (9)  

John R. Wilson                                       27,250 (10)       .9% (10) 

All directors and current executive                                             
officers as a group (9 persons)                   1,080,859          34.8%      

Andrew and Charmenz Guagenti                        244,902 (11)      7.9% (11) 
216 Water Street                                                                
Newburgh, Indiana  47630                                                        

Athena Capital Management, Inc.                     172,200 (12)      5.5% (12) 
621 East Germantown Pike, Suite 105                                             
Plymouth Valley, PA.  19401                                                     

Hillson Partners Limited Partnership                165,500 (13)      5.3% (13) 
6900 Wisconsin Avenue, Suite 501                                                
Bethesda, Maryland 20815                                                        

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(1) Includes 282,339 shares held in Griffin Grantor Retained Annuity Trusts. Mr.
Griffin disclaims beneficial ownership of those shares. Also, includes 157,386  
shares held by a Family Limited Partnership. Also includes 1,063 shares issuable
upon the exercise of outstanding stock options.                                 

(2) Includes 31,993 shares issuable upon the exercise of outstanding stock      
options.                                                                        

(3) Mr. A. Graves Williams, Jr., Mr. Keith P. Williams, and Karen Williams Fox  
are first cousins. Mr. Gerald J. Fox is married to Karen Williams Fox. All such 
persons disclaim beneficial ownership of shares held by any of the foregoing    
persons of whom he or she is related.                                           

(4) Includes 54,535 shares held by his spouse. Mr. Fox disclaims beneficial     
ownership of those shares. Also includes 493 shares issuable upon the exercise  
of outstanding stock options.                                                   

(5) Includes 531 shares issuable upon the exercise of outstanding stock options.

(6) Includes 81,802 shares held by his spouse. Mr. Williams disclaims beneficial
ownership of those shares.                                                      

(7) Includes 3,829 shares held by his spouse and 8,173 shares held by Good Earth
Tools, Inc. Mr. Williams disclaims beneficial ownership of those shares. Also   
includes 493 shares issuable upon the exercise of outstanding stock options.    

(8) Includes 10,034 shares held by his spouse. Mr. Orr disclaims beneficial     
ownership of those shares.                                                      

(9) Includes 246 shares issuable upon the exercise of outstanding stock options.

(10) Includes 15,750 shares issuable upon exercise of outstanding stock options.

(11) Includes 123,355 shares owned by Mr. Guagenti directly and in his directed 
IRA and 121,547 shares owned by Mrs. Guagenti directly in her directed IRA and  
as Trustee. Mr. and Mrs. Guagenti each disclaims beneficial ownership of the    
shares held by the other.                                                       

(12) Pursuant to a Schedule 13G filed with the Securities and Exchange          
Commission, Athena Capital Management, Inc. last informed the Company that it is
an investment advisor registered under Section 203 of the Investment Advisors   
Act of 1940 and has shared power to vote or to direct the vote of the 172,200   
shares and shared power to dispose or to direct the disposition of the 172,200  
shares.                                                                         

(13) Pursuant to a Schedule 13D filed with the Securities and Exchange          
Commission, Hillson Partners Limited Partnership is a limited partnership under 
the laws of Maryland formed for the purpose, among other things, of investing   
its assets in stocks, bonds and other financial investments.                    

INDEPENDENT AUDITORS

The consolidated balance sheet of Escalade, Incorporated and  
subsidiaries as of December 27, 1997 and December 28, 1996 and the related      
consolidated statements of income, stockholders' equity and cash flows for each 
of the three years in the period ended December 27, 1997 have been included     
herein in reliance on the reports of Olive LLP, independent accountants, given  
on the authority of that firm as experts in accounting and auditing.            

     The Company has been advised that representatives of Olive LLP, the
Company's independent auditors for 1997 and 1998, will attend the Special       
Meeting, make a statement if they have the desire to do so and will be available
to respond to appropriate questions.                                            

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 PROPOSALS FOR 1999 ANNUAL MEETING OF STOCKHOLDERS

       Any stockholder proposal intended for inclusion in the proxy material
for the 1999 Annual Meeting must be received in writing by the Company on or    
before January 15, 1999. The inclusion of any proposal will be subject to the   
applicable rules of the Commission and the Indiana Business Corporation Law.    

 OTHER MATTERS

         The Board of Directors of the Company is not aware of any other matters
to come before the meeting. If any other matters should come before the meeting,
the persons named in the enclosed proxy intend to vote the proxy according to   
their best judgment.                                                            

         You are urged to complete, sign, date and return the proxy card to make
certain your shares will be voted at the Special Meeting. For your convenience  
in returning the proxy, an addressed envelope is enclosed, requiring no         
additional postage if mailed in the United States.                              

                                  For the Board of Directors

                                   ROBERT E. GRIFFIN

                                            Chairman and Chief Executive Officer

Evansville, Indiana                                                             
August __, 1998                                                                 

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 INDEX TO FINANCIAL STATEMENTS

                                                                [Download Table]

AUDITED                                                              
                                                                     
Independent Auditor's Report                                     F-2 
Consolidated financial statements of Escalade, Incorporated and      
   subsidiaries:                                                     
   Consolidated balance sheet--December 27, 1997 and December        
        28, 1996                                                 F-3 
   Consolidated statement of income--fiscal years ended              
        December 27, 1997, December 28, 1996 and December 30,        
        1995                                                     F-4 
     Consolidated statement of stockholders' equity--fiscal          
        years ended December 27, 1997, December 28, 1996 and         
        December 30, 1995                                        F-5 
     Consolidated statement of cash flows--fiscal years ended        
        December 27, 1997, December 28, 1996 and December 30,        
        1995                                                     F-6 
     Notes to consolidated financial statements                  F-7 

Independent Auditor's Report on Financial Statement Schedule         
for the three-year period ended December 27, 1997:               F-22

Schedule II - Valuation and qualifying accounts                  F-23

UNAUDITED                                                            
Consolidated Condensed Balance Sheet --                              
   July 11, 1998, July 12, 1997, and  December 27, 1997          F-24

Consolidated Condensed Statement of Income -- Three Months           
   and Six Months Ended July 11, 1998 and July 12,1997           F-25

Consolidated Condensed Statement of Cash Flows -- Six Months         
   Ended July 11, 1998 and July 12, 1997                         F-26

Notes to Consolidated Condensed Financial Statements             F-27


(F-1) 

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INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors                            
Escalade, Incorporated                                                
Evansville, Indiana                                                   

  We have audited the consolidated balance sheet of Escalade, Incorporated
and subsidiaries as of December 27, 1997 and December 28, 1996 and the
  related consolidated statements of income, stockholders' equity and cash
  flows for each of the three years in the period ended December 27, 1997.
These financial statements are the responsibility of the Company's    
    management. Our responsibility is to express an opinion on these financial
statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing
  standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
 of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial      
     statements. An audit also includes assessing the accounting principles used
 and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits  
provide a reasonable basis for our opinion.                           

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial  
  position of Escalade, Incorporated and subsidiaries at December 27, 1997
  and December 28, 1996 and the results of their operations and their cash
    flows for each of the three years in the period ended December 27, 1997 in
conformity with generally accepted accounting principles.             

GEO. S. OLIVE & CO. LLC                                               

Evansville, Indiana                                                   
January 30, 1998                                                      

(F-2) 

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 ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]

DECEMBER 27 AND DECEMBER 28                                                                1997                  1996       
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
ASSETS                                                                                                                      
   Current assets                                                                                                           
     Cash                                                                              $  1,246,396         $  1,319,319    
     Receivables, less allowances of $893,434                                                                               
       and $681,606                                                                      30,602,245           27,296,584    
     Inventories                                                                         12,637,345           11,452,433    
     Prepaid expenses                                                                       236,500              221,850    
     Deferred income tax benefit                                                          1,205,196            1,560,814    
                                                                                --------------------------------------------
         Total current assets                                                            45,927,682           41,851,000    

     Property, plant and equipment                                                       11,638,686           10,208,548    
     Other assets                                                                         2,422,066            1,851,511    
     Deferred income tax benefit                                                                                 518,653    
     Goodwill                                                                             6,157,350                         
                                                                                --------------------------------------------

                                                                                        $66,145,784          $54,429,712    
                                                                                ============================================
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                        
   Current liabilities                                                                                                      
     Notes payable--bank                                                                $ 8,275,000          $ 3,875,000    
     Current portion of long-term debt                                                    5,800,000            9,800,000    
     Trade accounts payable                                                               2,696,478            2,393,980    
     Accrued liabilities                                                                 12,128,256           11,374,159    
     Federal income tax payable                                                           1,550,000            1,099,072    
                                                                                --------------------------------------------
         Total current liabilities                                                       30,449,734           28,542,211    
                                                                                --------------------------------------------

   Other liabilities                                                                                                        
     Long-term debt                                                                      10,700,000            5,500,000    
     Deferred compensation                                                                1,065,973            1,082,790    
     Deferred income tax liability                                                          429,412                         
                                                                                --------------------------------------------
                                                                                         12,195,385            6,582,790    
                                                                                --------------------------------------------
   Stockholders' equity                                                                                                     
     Preferred stock                                                                                                        
       Authorized--1,000,000 shares, no par value, none issued                                                              
     Common stock                                                                                                           
       Authorized--10,000,000 shares, no par value                                                                          
       Issued and outstanding--3,050,691 and 3,084,449                                                                      
         shares                                                                           5,879,827            8,291,516    
     Retained earnings                                                                   17,373,846           11,013,195    
     Net unrealized gain on securities available for sale                                   246,992                         
                                                                                --------------------------------------------
                                                                                         23,500,665           19,304,711    
                                                                                --------------------------------------------

                                                                                        $66,145,784          $54,429,712    
                                                                                ============================================

See notes to consolidated financial statements.                                 

(F-3) 

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 ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28                                                                                        
   AND DECEMBER 30                                                        1997                1996               1995       
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Net Sales                                                              $91,501,865         $93,209,331        $91,178,757   
                                                                 -----------------------------------------------------------

Costs, Expenses and Other Income                                                                                            
   Cost of products sold                                                61,716,502          66,703,061         73,443,333   
   Selling, administrative and general expenses                         17,397,633          16,628,415         13,867,421   
   Restructuring charge                                                                                         1,040,000   
   Amortization of goodwill                                                217,223                                          
   Interest                                                              1,276,883           1,408,070          2,267,620   
   (Gain) loss on disposal of assets                                       319,066             (60,146)           (23,293)  
   Other income                                                           (475,580)           (230,520)          (251,190)  
                                                                 -----------------------------------------------------------
                                                                        80,451,727          84,448,880         90,343,891   

Income Before Income Taxes                                              11,050,138           8,760,451            834,866   

Provision for Income Taxes                                               4,689,487           3,513,334            387,133   
                                                                 -----------------------------------------------------------

NET INCOME                                                            $  6,360,651        $  5,247,117       $    447,733   
                                                                 ===========================================================

Per Share Data                                                                                                              
   Basic earnings per share                                                  $2.05               $1.36               $.11   
   Diluted earnings per share                                                $2.02               $1.35               $.11   

See notes to consolidated financial statements.                                 

(F-4) 

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 ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                                                                          NET UNREALIZED    
                                                             COMMON STOCK                               GAIN ON SECURITIES  
                                                ---------------------------------------    RETAINED          AVAILABLE      
                                                      SHARES             AMOUNT            EARNINGS          FOR SALE       
                                                ----------------------------------------------------------------------------

                                                                                                                            
BALANCES AT JANUARY 1, 1995                            4,133,361         $17,570,452       $  5,318,345                     

   Exercise of stock options                                 593               1,945                                        
   Net income                                                                                   447,733                     

                                                ----------------------------------------------------------------------------
BALANCES AT DECEMBER 30, 1995                          4,133,954          17,572,397          5,766,078                     

   Exercise of stock options                              11,786              38,766                                        
   Net income                                                                                 5,247,117                     
   Purchase of stock                                  (1,061,291)         (9,319,647)                                       
                                                ----------------------------------------------------------------------------

BALANCES AT DECEMBER 28, 1996                          3,084,449           8,291,516         11,013,195                     

   Exercise of stock options                              84,808             433,808                                        
   Net income                                                                                 6,360,651                     
   Purchase of stock                                    (118,566)         (1,656,368)                                       
   Put option to retire warrants                                          (1,189,129)                                       
   Net change in unrealized gain on securities                                                                              
     available for sale                                                                                        $246,992     
                                                ----------------------------------------------------------------------------

BALANCES AT DECEMBER 27, 1997                          3,050,691          $5,879,827        $17,373,846        $246,992     
                                                ============================================================================

See notes to consolidated financial statements.                                 

(F-5) 

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 ESCALADE, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28 AND DECEMBER 30                           1997             1996               1995     
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
OPERATING ACTIVITIES                                                                                                        
   Net income                                                              $  6,360,651     $  5,247,117       $   447,733  
   Adjustments to reconcile net income to net cash                                                                          
     provided by operating activities                                                                                       
     Depreciation and amortization                                            2,381,201        3,026,541         3,626,696  
     Provision for losses on accounts receivable                                474,050          427,650           175,559  
     Provision for deferred income tax                                        1,303,683          411,348          (140,855) 
     Provision for deferred compensation                                         98,183          101,955            98,101  
     Provision for restructuring charges                                                                         1,040,000  
     (Gain) loss on disposals of equipment                                      319,066          (60,146)          (23,293) 
     Change in cash surrender value, net of loans and premiums                  (36,000)         (47,734)          (39,407) 
     Changes in                                                                                                             
       Accounts receivable                                                   (2,113,236)      (2,439,220)        6,411,341  
       Income tax refundable                                                                     275,000           123,909  
       Inventories                                                              272,909        3,699,263         8,244,785  
       Prepaids                                                                  96,969           44,920            (8,308) 
       Other assets                                                             (89,397)          81,149             9,289  
       Income tax payable                                                       450,928          770,000           329,072  
       Accounts payable and accrued expenses                                   (734,776)       3,728,311        (1,628,264) 
                                                                       -----------------------------------------------------
     Net cash provided by operating activities                                8,784,231       15,266,154        18,666,358  
                                                                       -----------------------------------------------------

INVESTING ACTIVITIES                                                                                                        
   Premiums paid for life insurance                                                              (65,800)         (131,600) 
   Purchase of property and equipment                                        (1,597,055)      (1,902,127)       (1,144,922) 
   Proceeds from sale of property and equipment                                                   76,333            34,425  
   Purchase of long-term investments                                            (95,315)                           (99,256) 
   Purchase of certain Master Products assets,                                                                              
     net of cash acquired                                                    (8,958,745)                                    
   Proceeds from sale of long-term investments                                                                     290,217  
                                                                       -----------------------------------------------------
     Net cash used by investing activities                                  (10,651,115)      (1,891,594)       (1,051,136) 
                                                                       -----------------------------------------------------

FINANCING ACTIVITIES                                                                                                        
   Net increase (decrease) in notes payable--bank                             3,120,650      (10,475,000)      (14,887,500) 
   Proceeds from exercise of stock options                                      433,808           38,766             1,945  
   Reduction of long-term debt                                              (10,300,000)      (7,248,000)       (2,477,500) 
   Purchase of stock and warrants                                            (2,845,497)      (9,319,647)                   
   Proceeds from long-term debt                                              11,500,000       13,900,000                    
   Deferred compensation paid                                                  (115,000)        (198,028)                   
                                                                       -----------------------------------------------------
     Net cash provided (used) by financing activities                         1,793,961      (13,301,909)      (17,363,055) 
                                                                       -----------------------------------------------------

INCREASE (DECREASE) IN CASH                                                     (72,923)          72,651           252,167  

CASH, BEGINNING OF YEAR                                                       1,319,319        1,246,668           994,501  
                                                                       -----------------------------------------------------

CASH, END OF YEAR                                                          $  1,246,396     $  1,319,319      $  1,246,668  
                                                                       =====================================================

SUPPLEMENTAL CASH FLOWS INFORMATION                                                                                         
   Interest paid                                                           $  1,302,577     $  1,379,847      $  2,332,038  
   Income taxes paid (refunded), net                                          3,819,632        2,286,986          (413,773) 
   Fixed assets in accounts payable                                              35,253          126,884            10,000  

See notes to consolidated financial statements.                                 

(F-6) 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Escalade, Incorporated (Company) is primarily engaged in the manufacture and    
sale of sporting goods and office and graphic arts products. The Company is     
located in Evansville, Indiana and has six manufacturing facilities, one in     
Evansville, Indiana; Compton, California; Wabash, Indiana and Los Angeles,      
California and two in Tijuana, Mexico. The Company sells products to customers  
throughout the United States and provides foreign shipments of sporting goods   
through a foreign sales corporation. The consolidated financial statements      
include the accounts of all significant subsidiaries. Intercompany transactions 
have been eliminated.                                                           

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of         
contingent assets and liabilities at the date of the financial statements and   
the reported amounts of revenues and expenses during the reporting period.      
Actual results could differ from those estimates.                               

Inventories are stated at the lower of cost or market. Cost is based on the     
first-in, first-out method.                                                     

The Company has long-term marketable equity securities, which are included in   
other assets on the consolidated balance sheet and are recorded at fair value.  

Land, buildings and equipment are recorded at cost. Contracts under which       
certain facilities are leased have been treated as purchases. Provisions for    
depreciation and amortization are computed by the straight-line and double      
declining balance methods.                                                      

The estimated useful lives used in computing depreciation are as follows:       

                                                                [Download Table]

                                                                  YEARS       
------------------------------------------------------------------------------

                                                                              
Buildings                                                         20-30       
Leasehold improvements                                             4-8        
Machinery and equipment                                           5-15        
Tooling, dies and molds                                            2-4        

Maintenance and repairs are expensed and major renewals and improvements are    
capitalized. The costs of assets sold or otherwise disposed of, and the related 
allowances for depreciation, are eliminated from the accounts in the year of    
disposal and the resulting gains or losses are included in operations.          

The carrying values of all of the Company's financial instruments approximate   
their fair values.                                                              

Basic earnings per common share information is based on average shares          
outstanding adjusted for stock dividends.                                       

The Company's fiscal year ends on the Saturday nearest December 31, within the  
calendar year.                                                                  

(F-7) 

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

The Company has an employee profit sharing salary reduction plan, pursuant to   
the provisions of Section 401(k) of the Internal Revenue Code, for non-union    
employees. It is the Company's policy to fund costs accrued on a current basis. 

Deferred federal income taxes applicable to the difference between financial    
statement income and taxable income and the bases of assets and liabilities for 
financial statement and tax purposes are provided in the financial statements.  

Research and development costs are charged to income as incurred. The research  
and development costs incurred during 1997, 1996 and 1995 were approximately    
$1,400,000, $2,300,000 and $1,700,000.                                          

Revenue from the sale of the Company's products is recognized as products are   
shipped to customers.                                                           

The Company has elected to act as a self-insurer for certain costs related to   
employee health and accident benefit programs. Costs resulting from non-insured 
losses are charged to income when incurred. The Company has purchased insurance 
which limits its exposure for individual claims and which limits its aggregate  
exposure to $1,100,000.                                                         

The Company's impairment policy for long-lived assets and goodwill is as        
follows: The excess of cost over the fair value of net assets and other         
intangibles acquired in acquisitions accounted for as purchases are amortized   
using the straight-line method over estimated lives up to 15 years. All         
long-lived assets and goodwill are reviewed for impairment whenever events or   
changes in circumstances indicate that the carrying amounts of these assets may 
not be recoverable. Factors considered in assessing whether the carrying value  
of intangible assets can be recovered include measuring actual cash flows with  
cash flows estimated at the time of the acquisition. If the sum of the          
expected future cash flows (undiscounted and without interest charges) is less  
than the carrying amount of the asset, the Company recognizes an impairment     
loss.                                                                           

The Company expenses advertising costs as incurred.                             

INVENTORIES                                                         

                                                        [Enlarge/Download Table]

DECEMBER 27 AND DECEMBER 28                                     1997                  1996          
----------------------------------------------------------------------------------------------------

                                                                                                    
Finished products                                             $  5,665,390         $  5,082,134     
Work in process                                                  3,412,443            2,709,752     
Raw materials and supplies                                       3,559,512            3,660,547     
                                                        --------------------------------------------

                                                               $12,637,345          $11,452,433     
                                                        ============================================

      PROPERTY, PLANT AND EQUIPMENT                                                                 

DECEMBER 27 AND DECEMBER 28                                     1997                  1996          
----------------------------------------------------------------------------------------------------

Land                                                          $    757,210         $    345,210     
Buildings and leasehold improvements                            10,649,336            9,562,524     
Machinery and equipment                                         23,588,382           21,909,966     
                                                        --------------------------------------------
                                                                34,994,928           31,817,700     
Accumulated depreciation and amortization                      (23,356,242)         (21,609,152)    
                                                        --------------------------------------------

                                                               $11,638,686          $10,208,548     
                                                        ============================================

(F-8) 

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

LONG-TERM DEBT                                                      

                                                        [Enlarge/Download Table]

DECEMBER 27 AND DECEMBER 28                                                             1997                  1996          
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Mortgage payable, due in annual installments varying from $300,000 in 1998 to                                               
   $500,000 in 2005, interest varies from 7.65% to 7.95%, due 2005, secured by                                              
   plant facility, machinery and equipment, and letter of credit                      $  3,000,000         $  3,300,000     
Term loan, due in quarterly installments of $500,000, interest                                                              
   varies from prime to London Interbank Offered Rate                                                                       
   (LIBOR) plus 1.75%, secured by equipment, inventory,                                                                     
   accounts receivable, general intangibles and securities                              13,500,000           12,000,000     
                                                                                --------------------------------------------
                                                                                        16,500,000           15,300,000     
Portion classified as current                                                           (5,800,000)          (9,800,000)    
                                                                                --------------------------------------------

                                                                                       $10,700,000         $  5,500,000     
                                                                                ============================================

Maturities of long-term indebtedness for the ensuing five years are: 1998,      
$5,800,000; 1999, $2,300,000; 2000, $2,300,000; 2001, $2,400,000; 2002,         
$2,400,000 and thereafter, $1,300,000.                                          

The Company expects to pay $4,000,000 of the $13,500,000 term loan from cash    
flow in the first quarter of 1998. This payment is in excess of the scheduled   
payback and therefore has been classified as current on the balance sheet.      

The mortgages payable and term loan agreements contain certain restrictive      
covenants, of which the more significant include maintenance of specified net   
worth, restrictions on capital expenditures and dividends, and maintenance of   
specified ranges of debt service and leverage ratios.                           

INVESTMENTS                                                         

                                                        [Enlarge/Download Table]

                                                                       GROSS          APPROXIMATE    
                                                    AMORTIZED        UNREALIZED         MARKET       
                                                      COST             GAINS             VALUE       
                                                -----------------------------------------------------
                                                                                                     
DECEMBER 27, 1997                                                                                    
   Available for sale                                                                                
     Marketable equity securities (included in                                                       
       other assets)                                   $730,196         $411,653         $1,141,849  
                                                =====================================================

DECEMBER 28, 1996                                                                                    
   Available for sale                                                                                
     Marketable equity securities (included in                                                       
       other assets)                                   $576,883                         $   576,883  
                                                =====================================================

(F-9) 

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

STOCK OPTIONS AND WARRANTS                                          

A total of 76,821 options were outstanding at year end from the 1984 Stock      
Option Plan (Plan). The date for granting options under this Plan expired on    
October 26,1994 and the date for exercising options expires on September 26,    
1999. At the Company's 1997 annual meeting, the stockholders approved two new   
Stock Option Plans reserving 300,000 common shares for issuance under an        
Incentive Stock Option Plan (ISO) and 100,000 common shares for issuance under a
Director Stock Option Plan (DSO). Total options granted during 1997 and         
outstanding at year end under the ISO were 25,000. No options were granted under
the DSO.                                                                        

Under the Company's ISO, which is accounted for in accordance with Accounting   
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations, the Company grants selected executives and other   
key employees stock option awards which vest over four years of continued       
employment. During 1997, the Company authorized the grant of options for up to  
25,000 shares of the Company's common stock. The exercise price of each option, 
which has a five-year life, was equal to the market price of the Company's stock
on the date of grant; therefore, no compensation expense was recognized. Options
are exercisable commencing one year from the date of issuance to the extent     
vested.                                                                         

Although the Company has elected to follow APB Opinion No. 25, Statement of     
Financial Accounting Standards (SFAS) No. 123 requires pro forma disclosures of 
net income and earnings per share as if the Company had accounted for its       
employee stock options under that statement. The fair value of each option grant
was estimated on the grant date using an option pricing model with the following
assumptions:                                                                    

                                                                [Download Table]

                                                                        1997    
                                                                    ------------

                                                                                
Risk-free interest rates                                                 6%     
Dividend yields                                                          0%     
Volatility factors of expected market price of common stock             49.1%   
Weighted average expected life of the options                          4 years  

Under SFAS No. 123, compensation cost is recognized in the amount of the        
estimated fair value of the options and amortized to expense over the options'  
vesting period. The pro forma effect on net income and earnings per share of    
this statement is as follows:                                                   

                                                                [Download Table]

                                                                  1997        
                                                            ------------------

                                                                              
Net income                                As reported             $6,360,651  
                                          Pro forma                6,353,257  
Basic earnings per share                  As reported                   2.05  
                                          Pro forma                     2.04  
Diluted earnings per share                As reported                   2.02  
                                          Pro forma                     2.02  

(F-10)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

Stock option transactions are summarized as follows:                            

                                                        [Enlarge/Download Table]

                                              1997                          1996                          1995              
                                 -------------------------------------------------------------------------------------------
                                                    OPTION                        Option                        Option      
                                     SHARES          PRICE         Shares          Price         Shares          Price      
                                 -------------------------------------------------------------------------------------------

                                                                                                                            
Outstanding at beginning of year                   $3.26 TO                      $3.26 to                      $3.26 to     
                                       168,311       7.25            196,581       7.25            204,211       7.25       
Issued during year                      25,000       $9.88                                                                  
Canceled or expired                     (6,682)                      (16,485)                       (7,037)                 
                                                   $3.26 TO                                                                 
Exercised during year                  (84,808)      7.25            (11,785)      $3.26              (593)      $3.26      
                                 ----------------              -------------------------------------------------------------
                                                   $6.30 TO                      $3.26 to                      $3.26 to     
Outstanding at end of year             101,821       9.88            168,311       7.25            196,581       7.25       
                                 ================              ================              ================               

Exercisable at end of year              63,113                       120,699                        92,925                  
                                 ================              ================              ================               

The options granted in 1997 are exercisable at the rate of 25% over each of the 
four years beginning in 1998.                                                   

In connection with the Company's 1987 public offering of its common stock, the  
Company sold to Oppenheimer & Co., the representative of the underwriters for   
such offering, warrants to purchase 75,900 shares of common stock for $.85 per  
warrant, or an aggregate of $65,000. Each warrant gives the holder the right to 
buy one share of the Company's common stock at a price equal to $12.33. Each    
warrant became exercisable on September 2, 1988 and the initial termination date
of September 1, 1992 was extended by three years to September 1, 1995. These    
warrants expired during 1995.                                                   

To acquire all of the common stock of Marcy Fitness Products, Inc., the Company 
exchanged 272,112 Escalade warrants with an exercise price of $9.13 per share.  
The warrants were exercisable until August 19, 1999. During 1997, these warrants
were put to the Company and retired at $13.50 per share for a total cost of     
$1,189,129.                                                                     

STOCKHOLDERS' EQUITY TRANSACTIONS                                   

During 1997, the Company conducted a Dutch Auction self-tender offer whereby it 
purchased 117,766 shares of its common stock at $14.00 per share. The Company   
also conducted a Dutch Auction self-tender offer in 1996 whereby it purchased   
approximately 1,000,000 shares of its common stock at a price of $8.875 per     
share.                                                                          

(F-11)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

The Company paid no cash dividends during the last three fiscal years. The      
Company's existing bank indebtedness restricts the payment of cash dividends.   

EARNINGS PER SHARE                                                  

Earnings per share (EPS) were computed as follows:                              

                                                        [Enlarge/Download Table]

                                                           1997                                     1996                    
                                         -----------------------------------------------------------------------------------
                                                          WEIGHTED        PER                       Weighted       Per      
YEARS ENDED DECEMBER 27                                    AVERAGE       SHARE                      Average       Share     
   AND DECEMBER 28                           INCOME        SHARES        AMOUNT       Income         Shares       Amount    
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
NET INCOME                                  $6,360,651                               $5,247,117                             
                                         ---------------                          ----------------                          
BASIC EARNINGS PER SHARE                                                                                                    
   Income available to common                                                                                               
     stockholders                            6,360,651     3,109,514      $2.05       5,247,117       3,849,783    $1.36    
                                                                      =============                            =============
EFFECT OF DILUTIVE SECURITIES                                                                                               
   Stock options                                              35,328                                     43,822             
                                         ------------------------------           ------------------------------            
DILUTED EARNINGS PER SHARE                                                                                                  
   Income available to common                                                                                               
     stockholders and assumed                                                                                               
     conversions                            $6,360,651     3,144,842      $2.02      $5,247,117       3,893,605    $1.35    
                                         ===================================================================================

Warrants to purchase 272,112 shares of common stock at $9.13 per share were     
outstanding at December 28, 1996 and during a portion of the year ended December
27, 1997 but were not included in the computation of diluted EPS because the    
warrants' exercise price was greater than the average market price of the common
shares.                                                                         

                                                        [Enlarge/Download Table]

                                                                                               1995                         
                                                                       -----------------------------------------------------
                                                                                             Weighted            Per        
                                                                                             Average            Share       
Year Ended December 30                                                      Income            Shares           Amount       
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
NET INCOME                                                                    $447,733                                      
                                                                       ------------------                                   
BASIC EARNINGS PER SHARE                                                                                                    
   Income available to common stockholders                                     447,733        4,133,566           $.11      
                                                                                                          ==================
EFFECT OF DILUTIVE SECURITIES                                                                                               
   Stock options                                                                                 10,056                     
                                                                       ------------------------------------                 
DILUTED EARNINGS PER SHARE                                                                                                  
   Income available to common stockholders                                                                                  
     and assumed conversions                                                  $447,733        4,143,622           $.11      
                                                                       =====================================================

Options to purchase 55,293 shares of common stock from $5.50 to $7.25 per share 
were outstanding at December 30, 1995 but were not included in the computation  
of diluted EPS because the options' exercise price was greater than the average 
market price of the common shares.                                              

Warrants to purchase 272,112 shares of common stock at $9.13 per share were     
outstanding at December 30, 1995 but were not included in the computation of    
diluted EPS because the warrants' exercise price was greater than the average   
market price of the common shares.                                              

(F-12)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

OPERATING LEASES                                                    

The Company leases manufacturing, warehousing and office space at its Compton,  
California facilities for $29,600 per month from October 1, 1990 through March  
31, 1998. The Company has a five-year option to extend the lease. The Company   
does not intend to extend the lease but expects to relocate to the San Diego,   
California area by March 31, 1998.                                              

The Company also leases warehousing space next to its Evansville facility for   
$17,317 per month, expiring on October 31, 1998. The Company has four two-year  
renewal options followed by two five-year renewal options.                      

At December 27, 1997, the minimum rental payments under noncancelable leases    
with terms of more than one year are as follows:                                

                                                                [Download Table]

YEARS ENDING                                            AMOUNT       
---------------------------------------------------------------------

                                                                     
1998                                                       $61,000   
1999                                                        35,582   
                                                   ------------------

                                                           $96,582   
                                                   ==================

The following schedule shows the composition of total rental expense for        
operating leases except those with terms of a month or less:                    

                                                                [Download Table]

                                 1997              1996             1995       
                          -----------------------------------------------------

                                                                               
Rentals                        $611,405         $656,082          $638,670     
                          =====================================================

(F-13)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

INCOME TAXES                                                        

Provision for income taxes consists of the following:                           

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28                                                                                        
   AND DECEMBER 30                                                           1997              1996             1995        
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Current                                                                                                                     
   Federal                                                                   $3,435,532       $2,670,000          $329,072  
   State                                                                        803,547          431,986           198,916  
                                                                       -----------------------------------------------------
                                                                              4,239,079        3,101,986           527,988  
                                                                       -----------------------------------------------------
Deferred                                                                                                                    
   Federal                                                                      365,830          401,443           (85,548) 
   State                                                                         84,578            9,905           (55,307) 
                                                                       -----------------------------------------------------
                                                                                450,408          411,348          (140,855) 
                                                                       -----------------------------------------------------

                                                                             $4,689,487       $3,513,334          $387,133  
                                                                       =====================================================

The provision for income taxes was computed based on financial statement income.
A reconciliation of the provision for income taxes to the amount computed using 
the statutory rate follows:                                                     

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28                                                                                        
   AND DECEMBER 30                                                           1997              1996             1995        
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Income tax at statutory rate                                                 $3,757,047       $2,978,553          $283,854  
Increase (decrease) in income tax resulting from                                                                            
   Recurring permanent differences (goodwill                                                                                
     amortization, dividend exclusion, and non-                                                                             
     deductible officers' life insurance expense)                                25,893          (24,279)           (5,522) 
   State tax expense, net of federal effect                                     586,163          291,648            94,782  
   Benefit of foreign subsidiary loss not recognized                            369,996          166,402           138,846  
   Other                                                                        (49,612)         101,010          (124,827) 
                                                                       -----------------------------------------------------

       Provision for income taxes recorded                                   $4,689,487       $3,513,334          $387,133  
                                                                       =====================================================

The $11,050,138 income before income taxes for the year ended December 27, 1997 
was comprised of $1,088,224 foreign losses and $12,138,362 domestic income.     

The $8,760,451 income before income taxes for the year ended December 28, 1996  
was comprised of $489,417 foreign losses and $9,249,868 domestic income.        

The $834,866 income before income taxes for the year ended December 30, 1995 was
comprised of $408,370 foreign losses and $1,243,236 domestic income.            

At December 27, 1997, a cumulative deferred tax asset of $775,784 is included in
current assets and other liabilities. At December 28, 1996, a cumulative        
deferred tax asset of $2,079,467 is included in current and other assets.       

(F-14)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

The components of the net deferred tax asset are as follows:                    

                                                        [Enlarge/Download Table]

DECEMBER 27 AND DECEMBER 28                                                                    1997             1996        
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
ASSETS                                                                                                                      
   Deferred compensation                                                                     $   413,588       $   341,825  
   Valuation reserves                                                                            724,095         1,014,582  
   Royalties                                                                                                        88,390  
   Goodwill                                                                                      115,320           125,382  
   Employee benefits                                                                             399,593           406,205  
   Lease expense                                                                                  67,513           116,017  
                                                                                        ------------------------------------
         Total assets                                                                          1,720,109         2,092,401  
                                                                                        ------------------------------------

LIABILITIES                                                                                                                 
   Depreciation                                                                                 (779,664)          (12,934) 
   Unrealized gain on securities available for sale                                             (164,661)                   
                                                                                        ------------------------------------
         Total liabilities                                                                      (944,325)          (12,934) 
                                                                                        ------------------------------------

                                                                                             $   775,784        $2,079,467  
                                                                                        ====================================

EMPLOYEE BENEFIT PLANS                                              

The Company has an employee profit sharing salary reduction plan, pursuant to   
the provisions of Section 401(k) of the Internal Revenue Code, for non-union    
employees. The Company's contribution is a matching percentage of the employee  
contribution as determined by the Board of Directors annually. The Company's    
expense for the plan was $339,931, $311,701 and $60,940 for 1997, 1996 and 1995.

VOLUNTARY EMPLOYEE BENEFITS ASSOCIATION TRUST (VEBA)                

The Company established a VEBA as a tax-exempt organization to provide life,    
medical, disability and other similar welfare benefits permitted pursuant to    
Internal Revenue Code Section 501(c)(9) for its employees.                      

(F-15)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

SEGMENT INFORMATION AND CONCENTRATIONS                              

                                                        [Enlarge/Download Table]

YEARS ENDED DECEMBER 27, DECEMBER 28                                                                                        
   AND DECEMBER 30                                                           1997              1996             1995        
----------------------------------------------------------------------------------------------------------------------------
                                                                                          (In Thousands)                    
                                                                                                                            
Sales to unaffiliated customers                                                                                             
   Sporting goods                                                             $66,666          $74,077           $73,858    
   Office and graphic arts products                                            24,836           19,132            17,321    
                                                                       -----------------------------------------------------

       Total consolidated                                                     $91,502          $93,209           $91,179    
                                                                       =====================================================

Operating profit                                                                                                            
   Sporting goods                                                            $  7,435         $  6,156          $   (262)   
   Office and graphic arts products                                             5,244            4,103             3,363    
   Corporate                                                                     (291)            (381)             (273)   
                                                                       -----------------------------------------------------
       Total consolidated                                                      12,388            9,878             2,828    
   Consolidated other income                                                      475              230               251    
                                                                       -----------------------------------------------------
                                                                               12,863           10,228             3,125    
   Consolidated interest expense                                                1,277            1,408             2,267    
   Consolidated (gain) loss on disposal of assets                                 319              (60)              (23)   
   Consolidated amortization of goodwill                                          217                                       
                                                                       -----------------------------------------------------

   Consolidated income from operations before                                                                               
     income taxes                                                             $11,050         $  8,760          $    835    
                                                                       =====================================================

Identifiable assets                                                                                                         
   Sporting goods                                                             $40,904          $40,543           $43,122    
   Office and graphic arts products                                            21,815           10,199            10,317    
   Corporate                                                                    3,427            3,688             4,328    
                                                                       -----------------------------------------------------

       Total assets                                                           $66,146          $54,430           $57,767    
                                                                       =====================================================

Depreciation and amortization charged to operations                                                                         
   Sporting goods                                                            $  1,214         $  2,123          $  2,886    
   Office and graphic arts products                                             1,167              904               741    
                                                                       -----------------------------------------------------

       Total consolidated                                                    $  2,381         $  3,027          $  3,627    
                                                                       =====================================================

Capital expenditures                                                                                                        
   Sporting goods                                                           $     582         $  1,262          $    617    
   Office and graphic arts products                                               923              757               526    
                                                                       -----------------------------------------------------

                                                                             $  1,505         $  2,019          $  1,143    
                                                                       =====================================================

(F-16)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

The Company operates principally in two industries, sporting goods and office   
and graphic arts products. The Company sells its products primarily to retailers
located throughout the United States. Operations in the sporting goods industry 
consist of production and sale of table tennis tables and accessories, archery  
equipment, home pool tables and accessories, combination bumper pool and card   
tables, game tables, basketball backboards, goals and poles, darts, dart        
cabinets, junior sporting goods including Mini Ping Pong, Mini Pool(TM), Mini   
Court(R) basketball and Shot Clock basketball. The Company has a licensing      
agreement with Spalding to manufacture and distribute basketball backboards,    
goals and poles, indoor darts, table tennis sets and pool accessories under the 
Spalding brand name. Operations in the office and graphic arts products industry
consist of production and sale of paper trimmers, paper folding machines, paper 
drills, collators, decollators, bursting machines, letter openers, paper        
joggers, electric staplers, checksigners, stamp affixers, paper shredders, paper
punches, catalog rack systems, bindery carts and related accessories.           

Operating profit is total revenue less operating expenses. In computing         
operating profit neither interest expense nor income taxes have been deducted.  

Identifiable assets are principally those assets used in each industry.         
Corporate assets are principally deferred taxes, marketable equity securities   
and the cash surrender value of life insurance.                                 

In 1997, approximately 33% of the sporting goods were sold to Sears, Roebuck &  
Co. (24% of consolidated sales). In 1996 and 1995, the percentages were 31% (24%
consolidated) and 29% (23% consolidated). At December 27, 1997 and December 28, 
1996, accounts receivable included $12,609,120 and $10,613,368 due from Sears,  
Roebuck & Co.                                                                   

Approximately 34% of the Company's labor force is covered by collective         
bargaining agreements. Management acknowledges that there usually will be       
differences between Company offers and union demands during negotiations.       
However, management has no reason to expect such differences to result in       
protracted conflict. The current contracts expire in 1998 and 2000.             

Consolidated assets include approximately $3.7 million of assets located in the 
United Kingdom and Mexico.                                                      

(F-17)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

CERTAIN SIGNIFICANT ESTIMATES                                       

Management's estimates that influence the financial statements are normally     
based on knowledge and experience about past and current events and assumptions 
about future events. The following estimates affecting the financial statements 
are particularly sensitive because of their significance, and it is at least    
reasonably possible that a change in these estimates will occur in the near     
term:                                                                           

Product warranty reserves--based on an analysis of customers' product 
return histories, current status, sales volume and management's       
expectations from new products introduced into the market.            

Customer allowance reserves--based on agreements for customer purchase
rebates and shared advertising, and prior year's shipments.           

Inventory valuation reserves--based on estimates of costs of inventory
amounts overstocked or obsolete in excess of realizable value.        

ADDITIONAL INFORMATION                                              

                                                        [Enlarge/Download Table]

DECEMBER 27 AND DECEMBER 28                                                                1997                 1996        
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Accrued Liabilities                                                                                                         
   Employees' compensation                                                            $  4,217,671         $  2,972,848     
   Payroll taxes and taxes withheld from employees'                                                                         
     compensation                                                                          298,214              257,251     
   Taxes other than taxes on income                                                        378,805              412,505     
   Accrued interest                                                                        130,714              156,408     
   Customer volume discounts payable                                                     3,914,060            3,204,500     
   Other accrued items                                                                   3,188,792            4,370,647     
                                                                                --------------------------------------------

                                                                                       $12,128,256          $11,374,159     
                                                                                ============================================

LINE OF CREDIT                                                      

The Company has available an unsecured line of credit for short-term borrowings.
The line-of-credit arrangement is based upon a written agreement and can be     
withdrawn at the banks' option. At December 27, 1997, the line of credit for    
short-term borrowings aggregated $12,000,000, of which $8,275,000 was borrowed. 
The interest rate on the line of credit is at the Bank One Indianapolis, N.A.   
prime rate. A LIBOR option is also available to use for the interest rate. This 
line of credit is subject to the same restrictive covenants that are as         
discussed in the long-term debt footnote to the consolidated financial          
statements.                                                                     

(F-18)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

DEFERRED COMPENSATION PLAN                                          

In October 1985, the Board of Directors approved the adoption of a Contributory 
Deferred Compensation Plan pursuant to which some recipients of incentive       
compensation could elect to defer receipt thereof. For each dollar of deferred  
compensation, the Company provided a 75% matching amount. Amounts deferred earn 
interest at the rate of 9%. Such amounts are not intended to be recognized for  
tax purposes until receipt. All deferrals allowed under this plan have been     
made. Participants have no vested rights in deferred amounts credited to their  
accounts and are general creditors of the Company until such amounts are        
actually paid.                                                                  

COMMITMENTS AND CONTINGENCIES                                       

At December 27, 1997, standby letters of credit aggregated $301,709 of which the
Company was obligated in the amount of $151,709 relating to the purchase of     
certain raw materials and finished goods from suppliers.                        

Additionally, the Company has obtained a letter of credit for the benefit of the
mortgage holders. At December 27, 1997, the balance of the letter of credit was 
$3,441,877. It is to be used in the event of a default in either interest or    
principal payments.                                                             

The Company is involved in litigation arising in the normal course of its       
business. The Company does not believe that the disposition or ultimate         
resolution of existing claims or lawsuits will have a material adverse effect on
the business or financial condition of the Company.                             

(F-19)

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

SUMMARY OF QUARTERLY RESULTS                                        

                                                        [Enlarge/Download Table]

                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)                   
                                                            (UNAUDITED)                                
                                  MARCH 22           JULY 12          OCTOBER 4        DECEMBER 27     
                             --------------------------------------------------------------------------
                                                                                                       
1997                                                                                                   
   Net sales                        $12,702           $17,765            $22,716           $38,319     
   Gross profit                       3,597             5,021              7,871            13,296     
   Net income                           151               104              1,793             4,313     
   Basic earnings per share             .05               .03                .57              1.38     

1996                                                                                                   
   Net sales                        $15,381           $19,574            $23,142           $35,112     
   Gross profit                       4,253             5,758              7,251             9,244     
   Net income                           232               688              1,517             2,810     
   Basic earnings per share             .06               .16                .38               .91     

In December 1997, the Company completed a Dutch Auction self-tender offer and   
purchased 117,766 shares. Since this transaction occurred late in the fourth    
quarter, it caused the fourth quarter earnings per share to be less than the    
first three quarters proportionately. Consequently, if the four quarters        
earnings per share are added together, they are less than the actual earnings   
per weighted average share for the year.                                        

In 1996, a reduction in outstanding shares of approximately 1,000,000 shares, as
a result of the completion of a Dutch Auction self-tender offer in September,   
caused the fourth quarter earnings per share to be greater than the first three 
quarters proportionately. Consequently, if the four quarters earnings per share 
are added together, they are greater than the actual earnings per weighted      
average share for the year.                                                     

ACQUISITIONS                                                        

ACQUISITION OF MASTER PRODUCTS MANUFACTURING COMPANY, INC.                      
On June 17, 1997, the Company's wholly-owned subsidiary, Martin Yale Industries,
Inc., acquired 100% of the stock of Master Products, a California corporation,  
for a net cost of $9,951,813, which includes assumed liabilities of $833,813.   
Master Products manufactures paper punches and catalog rack systems.            

The acquisition was accounted for as a purchase and the excess of cost over the 
fair value of net assets acquired was $6,374,573, which is being amortized over 
15 years on the straight-line method. The Company's consolidated results of     
operations include Master Products from June 17, 1997.                          

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
NOTES TO FINANCIAL STATEMENTS                                                   

The following unaudited pro forma information shows the results of the Company's
operations as though the purchase of Master Products had been made at January 1,
1996. The pro forma results of operations are not necessarily indicative of the 
actual results of operations that would have occurred had the purchase actually 
been made at January 1, 1996, or the results which may occur in the future.     

                                                                [Download Table]

DECEMBER 27 AND DECEMBER 28                     1997             1996        
-----------------------------------------------------------------------------
                                                (In Thousands, Except        
                                                   per Share Data)           

                                                                             
Net Sales                                       $95,885          $103,429    
Net Income                                        6,535             5,956    
Basic Earnings per Share                          $2.10             $1.55    

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INDEPENDENT AUDITOR'S REPORT

Stockholders and Board of Directors                                   
Escalade, Incorporated                                                
Evansville, Indiana                                                   

We have audited the consolidated financial statements of Escalade,    
    Incorporated as of December 27, 1997 and December 28, 1996 and for each of
   the three years in the period ended December 27, 1997 and have issued our
report thereon dated January 30, 1998; such consolidated financial    
    statements and report are included elsewhere in this Form 10-K. Our audits
   also included the consolidated financial statement schedules of Escalade,
Incorporated listed in Item 14. These consolidated financial statement
schedules are the responsibility of the Company's management. Our     
responsibility is to express an opinion based on our audits. In our   
   opinion, such consolidated financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a 
  whole, present fairly in all material respects the information set forth
therein.                                                              

GEO. S. OLIVE & CO. LLC                                               

Evansville, Indiana                                                   
January 30, 1998                                                      

(F-22)  

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 ESCALADE, INCORPORATED AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                                                        [Enlarge/Download Table]

                 COL. A                      COL. B                   COL. C                   COL. D           COL. E      
----------------------------------------------------------------------------------------------------------------------------
                                                                     ADDITIONS                                              
                                                         ----------------------------------                                 
                                           BALANCE AT       CHARGED TO      CHARGED TO                          BALANCE     
                                            BEGINNING       COSTS AND     OTHER ACCOUNTS--   DEDUCTIONS--        AT END     
              DESCRIPTION                   OF PERIOD        EXPENSES        DESCRIBE         DESCRIBE (2)      OF PERIOD   
----------------------------------------------------------------------------------------------------------------------------

                                                                                                                            
Allowance for doubtful accounts                                                                                             
   and discounts (1)                                                                                                        
   Fiscal year ended December 27, 1997        $681,606         $474,050                         $262,222         $893,434   
   Fiscal year ended December 28, 1996         726,352          427,650                          472,396          681,606   
   Fiscal year ended December 30, 1995         777,195          175,559                          226,402          726,352   

(1) Deducted from related assets                                                
(2) Accounts charged off, less recoveries                                       

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         
CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)                                

                                                        [Enlarge/Download Table]


(Dollars in Thousands)                      July 11,         July 12,         December 27,
                                            1998             1997             1997        
ASSETS                                      ----------------------------------------------
                                                                                          
Current assets:                                                                           
         Cash                               $    115         $    742         $  1,246    
         Receivables, less allowances of                                                  
         $927, $772 and $893                  10,838           12,065           30,602    
         Inventories                          16,004           17,384           12,637    
         Prepaid expense                         210              491              237    
         Deferred income tax benefit           1,138            1,298            1,205    
                                            --------         --------         --------    
TOTAL CURRENT ASSETS                          28,305           31,980           45,927    

Property, plant, and equipment                35,447           37,790           34,995    
Accum. depr. and amortization                (24,725)         (26,428)         (23,356)   
                                            --------         --------         --------    
                                              10,722           11,362           11,639    

Goodwill                                       5,811            5,962            6,157    
Other assets                                   2,592            1,848            2,422    
Deferred income tax benefit                       --              431               --    
                                            --------         --------         --------    
                                            $ 47,430         $ 51,583         $ 66,145    
                                            ========         ========         ========    
LIABILITIES AND STOCKHOLDERS' EQUITY                                                      
Current liabilities:                                                                      
         Notes payable - bank               $  1,875         $  2,700         $  8,275    
         Current portion of long-term debt     2,300            2,300            5,800    
         Trade accounts payable                3,032            3,496            2,696    
         Accrued liabilities                   6,370            9,594           12,128    
         Federal income tax payable               43               31            1,550    
                                            --------         --------         --------    
TOTAL CURRENT LIABILITIES                     13,620           18,121           30,449    

Other Liabilities:                                                                        
         Long-term debt                        7,400           12,700           10,700    
         Deferred compensation                 1,115            1,115            1,066    
         Deferred income tax liability           453               --              429    
                                            --------         --------         --------    
                                               8,968           13,815           12,195    
Stockholders' equity:                                                                     
         Preferred stock:                                                                 
         Authorized 1,000,000 shares;                                                     
          no par value, none issued                                                       
         Common stock:                                                                    
         Authorized 10,000,000 shares;                                                    
          no par value,Issued and                                                         
          outstanding - 3,105,250                                                         
          3,107,941, and 3,050,691 at                                                     
          7-11-98, 7-12-97, and 12-27-97       6,262            8,379            5,880    
         Retained earnings                    18,297           11,268           17,374    
         Net unrealized gain on securities                                                
           available for sale                    283               --              247    
                                            --------         --------         --------    
                                              24,842           19,647           23,501    
                                            --------         --------         --------    
                                            $ 47,430         $ 51,583         $ 66,145    
                                            ========         ========         ========    

See notes to Consolidated Condensed Financial Statements.                       

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         

CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)                          

(Dollars in Thousands, except per share amounts)                                

                                                        [Enlarge/Download Table]

                                                               Three Months Ended                 Six Months Ended      
                                                            July 11,         July 12,         July 11,          July 12,
                                                            1998             1997             1998              1997    
                                                            ------------------------------------------------------------
                                                                                                                        
Net sales                                                   $ 19,077         $ 17,765         $ 34,860         $ 30,467 

Costs, expenses and other income:                                                                                       
         Cost of products sold                                13,783           12,744           24,649           21,849 
         Selling, administrative and                                                                                    
         general expenses                                      4,253            4,469            7,786            7,589 
         Interest                                                311              254              588              471 
         Amortization of Goodwill                                123               33              217               33 
         Other income                                           (121)             (56)            (189)            (116)
                                                            --------         --------         --------         -------- 
                                                              18,349           17,444           33,051           29,826 

INCOME BEFORE INCOME TAXES                                       728              321            1,809              641 

Provision for income taxes                                       390              217              886              386 
                                                            --------         --------         --------         -------- 

NET INCOME                                                  $    338         $    104         $    923         $    255 
                                                            ========         ========         ========         ======== 

Per share data:                                                                                                         

         Basic earnings per share                           $    .11         $    .03              .30         $    .08 

         Diluted earning per share                          $    .11         $    .03              .30         $    .08 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)                                                              

NET INCOME                                                  $    338         $    104         $    923         $    255 

UNREALIZED GAIN (LOSS)                                                                                                  
  ON SECURITIES, NET OF TAX                                     (.22)              --               36               -- 
                                                            --------         --------         --------         -------- 
COMPREHENSIVE INCOME                                        $    316         $    104         $    959         $    255 
                                                            ========         ========         ========         ======== 

See notes to Consolidated Condensed Financial Statements.                       

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)                      

(Dollars in Thousands)                                                          

                                                                [Download Table]

                                                         Six Months Ended      
                                                  July 11,1998     July 12,1997
Operating Activities:                             -----------------------------
                                                                               
         Net Income                               $    923         $    255    

         Depreciation and amortization               1,599            1,343    

         Adjustments necessary to reconcile                                    
         net income to net cash provided by                                    
         operating activities                        9,626            9,440    
                                                  --------         --------    

         Net cash provided by operating                                        
         activities                                 12,148           11,038    
                                                  --------         --------    

Investing Activities:                                                          

         Purchase of 100% of the stock of                                      
         Master Product Manufacturing, Inc.             --           (9,118)   
         Purchase of property and equipment           (461)          (1,109)   
                                                  --------         --------    

         Net cash used by investing activities        (461)         (10,227)   
                                                  --------         --------    

Financing Activities:                                                          

         Net decrease in notes pay.- bank           (6,400)          (1,175)   
         Net reduction of long-term debt            (6,800)            (300)   
         Proceeds from exercise of stock options       382               95    
         Purchase of Common Stock                       --               (8)   
                                                  --------         --------    

         Net cash used by financing activities     (12,818)          (1,388)   
                                                  --------         --------    

Decrease in cash                                    (1,131)            (577)   

Cash, beginning of period                            1,246            1,319    
                                                  --------         --------    

Cash, end of period                               $    115         $    742    
                                                  ========         ========    

See notes to Consolidated Condensed Financial Statements.                       

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ESCALADE, INCORPORATED AND SUBSIDIARIES                                         

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)                

Note A - Basis of Presentation                                                  
------------------------------                                                  

        In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only      
normal recurring accruals) necessary to present fairly the financial position of
the company as of July 11, 1998, July 12, 1997, and December 27, 1997 and the   
results of operations and changes in financial position for the six months ended
July 11,1998 and July 12, 1997. The balance sheet at December 27, 1997 was      
derived from the audited balance sheet included in the 1997 annual report to    
shareholders.                                                                   

Note B - Seasonal Aspects                                                       
-------------------------                                                       

         The results of operations for the six month periods ended July 11, 1998
and July 12, 1997 are not necessarily indicative of the results to be expected  
for the full year.                                                              

Note C - Inventories (Dollars in Thousands)                                     
-------------------------------------------                                     

                                  7-11-98           7-12-97         12-27-97
                                  -------           -------         --------
        Raw Materials             $ 4,977           $ 5,773          $ 3,560
        Work In Process             3,672             3,587            3,412
        Finished Goods              7,355             8,024            5,665
                                  -------           -------          -------
                                  $16,004           $17,384          $12,637
                                  =======           =======          =======

Note D - Income Taxes                                                           
---------------------                                                           

The provision for income taxes was computed based on financial
statement income.                                                               

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Note E - Earnings Per Share                                                     
-----------------------------                                                   
Earnings per share (EPS) were computed as follows:                              

                                                        [Enlarge/Download Table]

                                                  Three Months Ended                   
                                                     July 11, 1998                     
                               ------------------------------------------------------- 
                                                        Weighted                       
                                                        Average              Per Share 
                                 Income                 Shares                Amount   
                                 -------               ---------            ---------- 
                                                                                       
Net Income                      $   338                                                
                                -------                                                
Basic Earnings per Share                                                               
 Income available to common                                                            
   stockholders                     338                   3,101                    $.11
                                                                                =======
Effect of Dilutive Securities                                                          
 Stock options                                               20                        
                                -------                --------                        
Diluted Earnings Per Share                                                             
 Income available to common                                                            
   stockholders and assumed                                                            
   conversions                  $   338                   3,121                    $.11
                                =======                 =======                 =======

                                                        [Enlarge/Download Table]

                                                  Three Months Ended                   
                                                     July 12, 1997                     
                               --------------------------------------------------------
                                                       Weighted                        
                                                        Average             Per Share  
                                 Income                 Shares                Amount   
                                 -------               ---------            ---------- 
                                                                                       
Net Income                      $   104                                                

                                -------                                                
Basic Earnings per Share                                                               
 Income available to common                                                            
   stockholders                     104                  3,097                   $.03  
                                                                                =======
Effect of Dilutive Securities                                                          
 Stock options                                              47                         
 Warrants                                                   22                         
                                -------                 -------                        

Diluted Earnings Per Share                                                             
 Income available to common                                                            
   stockholders and assumed                                                            
   conversions                  $   104                  3,166                   $.03  
                                =======                 =======                 =======

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Note E - Earnings Per Share                                                     
-----------------------------                                                   
Earnings per share (EPS) were computed as follows:                              

                                                        [Enlarge/Download Table]

                                                  Six Months Ended                     
                                                    July 11, 1998                      
                               --------------------------------------------------------
                                                       Weighted                        
                                                        Average               Per Share
                                 Income                 Shares                 Amount  
                               -------                ---------              ----------
                                                                                       
Net Income                      $   923                                                
                                -------                                                
Basic Earnings per Share                                                               
 Income available to common                                                            
   stockholders                     923                   3,085                    $.30
                                                                                =======
Effect of Dilutive Securities                                                          
 Stock options                                               20                        
                                -------                --------                        
Diluted Earnings Per Share                                                             
 Income available to common                                                            
   stockholders and assumed                                                            
   conversions                  $   923                   3,105                    $.30
                                =======                 =======                 =======

                                                        [Enlarge/Download Table]


                                                  Six Months Ended                     
                                                    July 12, 1997                      
                               --------------------------------------------------------
                                                       Weighted                        
                                                        Average              Per Share 
                                 Income                 Shares                 Amount  
                                 -------               ---------             ----------
                                                                                       
Net Income                      $   255                                                

                                -------                                                
Basic Earnings per Share                                                               
 Income available to common                                                            
   stockholders                     225                  3,094                   $.08  
                                                                                =======
Effect of Dilutive Securities                                                          
 Stock options                                              47                         
 Warrants                                                   22                         
                                -------                 -------                        

Diluted Earnings Per Share                                                             
 Income available to common                                                            
   stockholders and assumed                                                            
   conversions                  $   255                  3,163                   $.08  
                                =======                 =======                 =======

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Note F - Segment Information                                                    
-----------------------------                                                   

                                                        [Enlarge/Download Table]

                                              As of and for the Six Months Ended               
                                                         July 11, 1998                         
                                  -------------------------------------------------------------
                                                     Office and                                
                                    Sporting           Graphic                                 
                                      Goods             Arts           Corporate         Total 
                                    --------         ----------        ---------       --------
                                                                                               
Revenues from external customers     $18,041          $16,819            $ ---         $ 34,860

Net Income                              (761)           1,587                97             923

Assets                               $24,739          $19,355            $3,336        $ 47,430

                                                        [Enlarge/Download Table]

                                              As of and for the Six Months Ended               
                                                         July 12, 1997                         
                                  -------------------------------------------------------------
                                                     Office and                                
                                    Sporting           Graphic                                 
                                      Goods             Arts           Corporate         Total 
                                    --------         ----------        ---------       --------
                                                                                               
Revenues from external customers     $19,339          $11,128            $  ---        $ 30,467

Net Income                              (865)           1,183               (63)            255

Assets                               $27,118          $21,007            $3,458        $ 51,583

(F-30)

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APPENDIX A

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

BY AND AMONG

 JEN SPORTS, INC.,

 SPORTCRAFT, LTD.,

ESCALADE, INCORPORATED

 AND

 THE SELLING PARTIES (AS HEREIN DEFINED)

 JUNE 26, 1998

--------------------------------------------------------------------------------
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TABLE OF CONTENTS:

                                                        [Enlarge/Download Table]
                                                                                                              
1. Definitions..............................................................................................1 

2. Acquisition of Assets by the Buyer......................................................................11 
   2.1.     Purchase and Sale of Assets....................................................................11 
   2.2.     Excluded Assets................................................................................14 
   2.3.     Assumption of Liabilities......................................................................15 
   2.4.     Liabilities Not Assumed by the Buyer...........................................................16 
   2.5.     The Closing; Payment of Purchase Price.........................................................20 
   2.6.     Deliveries at the Closing......................................................................20 
   2.7.     Preliminary Allocation of Purchase Price.......................................................20 
   2.8.     Adjustments to Purchase Price..................................................................20 

3. Representations and Warranties of the Selling Parties...................................................23 
   3.1.     Organization of Escalade, the Selling Parties, Escalade International and                         
            Harvard California.............................................................................23 
   3.2.     Authorization of Transaction...................................................................24 
   3.3.     No Conflict; Required Filings and Consents.....................................................25 
   3.4.     Proxy Statement................................................................................25 
   3.5.     Brokers' Fees..................................................................................26 
   3.6.     Title to Assets................................................................................26 
   3.7.     All Assets Necessary to Conduct Business.......................................................26 
   3.8.     Subsidiaries...................................................................................26 
   3.9.     Financial Statements...........................................................................27 
   3.10.    Indebtedness; Guarantees.......................................................................27 
   3.11.    Absence of Changes.............................................................................28 
   3.12.    Absence of Undisclosed Liabilities.............................................................30 
   3.13.    Legal and Other Compliance.....................................................................31 
   3.14.    No Material Adverse Effect.....................................................................32 
   3.15.    Taxes..........................................................................................32 
   3.16.    Property, Plant and Equipment..................................................................34 
   3.17.    Intellectual Property..........................................................................37 
   3.18.    Inventories....................................................................................40 
   3.19.    Contracts......................................................................................40 
   3.20.    Notes, Accounts Receivable and Accounts Payable................................................42 
   3.21.    Accounts, Open Letter of Credit, etc.  ........................................................42 
   3.22.    Insurance and Risk Management..................................................................42 
   3.23.    Litigation.....................................................................................43 
   3.24.    Product Warranties; Defects; Liability.........................................................43 
   3.25.    Employees......................................................................................44 
   3.26.    Employee Benefits..............................................................................45 

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                                                        [Enlarge/Download Table]
                                                                                                             
   3.27.    Environment....................................................................................47
   3.28.    Affiliated Transactions........................................................................48
   3.29.    Government Contracts...........................................................................49
   3.30.    Distributors, Customers and Suppliers..........................................................49
   3.31.    No Illegal Payments, Etc.......................................................................49
   3.32.    Books and Records..............................................................................49
   3.33.    Powers of Attorney.............................................................................50
   3.34.    SEC Reports....................................................................................50
   3.35.    Disclosure.....................................................................................50

4. Representations and Warranties of the Parent and the Buyer..............................................51
   4.1.     Organization of the Parent and the Buyer.......................................................51
   4.2.     Authorization of Transaction...................................................................51
   4.3.     No Conflict; Required Filings and Consents.....................................................51
   4.4.     Brokers' Fees..................................................................................52
   4.5.     Commitment Letters.............................................................................52
   4.6.     Legal Proceedings..............................................................................52
   4.7.     Acquisition Corporation........................................................................52
   4.8.     Certain Information............................................................................52
   4.9.     Certain Other Matters..........................................................................53

5. Covenants...............................................................................................53
   5.1.     General........................................................................................53
   5.2.     Notices and Consents...........................................................................53
   5.3.     Release of Liens; Interim Financial Statement Updates..........................................54
   5.4.     Operation of the Business......................................................................54
   5.5.     Confidentiality Obligations of Buyer...........................................................55
   5.6.     Audited Stand-Alone Financial Statements.......................................................55
   5.7.     Access.........................................................................................55
   5.8.     Notice of Developments.........................................................................56
   5.9.     No Solicitation................................................................................56
   5.10.    Title Insurance and Surveys....................................................................58
   5.11.    [Reserved.]....................................................................................60
   5.12.    Employment Matters; Benefits...................................................................60
   5.13.    [Reserved.]....................................................................................62
   5.14.    Change of Corporate Name.......................................................................62
   5.15.    Bulk Sales Compliance..........................................................................63
   5.16.    Sales and Use Taxes and Tax Clearance Certificates.............................................63
   5.17.    Section 338 Election and other Tax Matters.....................................................63
   5.18.    Further Assurances.............................................................................64
   5.19.    [Reserved......................................................................................64
   5.20.    [Reserved].....................................................................................64

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                                                        [Enlarge/Download Table]
                                                                                                              
    5.21.    Continued Existence............................................................................64
    5.22.    Proxy Statement................................................................................65
    5.23.    Stockholders Meeting...........................................................................65

6.  Conditions to Obligation to Close.......................................................................66
    6.1.     Conditions to Obligations of the Buyer and Parent..............................................66
    6.2.     Conditions to Obligations of Escalade and the Selling Parties..................................68

7.  Confidentiality Obligation of Selling Parties...........................................................69

8.  Noncompetition..........................................................................................70

9.  Indemnification.........................................................................................70
    9.1.     Survival of Representations and Warranties.....................................................70
    9.2.     Indemnity by Escalade and the Selling Parties..................................................71
    9.3.     Indemnity by the Buyer and the Parent..........................................................72
    9.4.     Matters Involving Third Parties................................................................73

10. Termination.............................................................................................75
    10.1.    Termination of Agreement.......................................................................75
    10.2.    Effect of Termination..........................................................................77

11. Miscellaneous...........................................................................................77
    11.1.    Press Releases and Public Announcements........................................................77
    11.2.    No Third Party Beneficiaries...................................................................77
    11.3.    Entire Agreement...............................................................................77
    11.4.    Succession and Assignment......................................................................78
    11.5.    Counterparts...................................................................................78
    11.6.    Headings.......................................................................................78
    11.7.    Notices........................................................................................78
    11.8.    Governing Law..................................................................................80
    11.9.    Amendments and Waivers.........................................................................80
    11.10.   Severability...................................................................................80
    11.11.   Expenses.......................................................................................80
    11.12.   Construction...................................................................................82
    11.13.   Incorporation of Exhibits and Schedules........................................................83
    11.14.   Specific Performance...........................................................................83

12. Consent to Jurisdiction.................................................................................84

13. Waiver of Jury Trial....................................................................................84

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LIST OF EXHIBITS

A-1    -   Bill of Sale                                                         

A-2    -   Assignment of Copyrights, Trademarks and Goodwill                    

A-3    -   Buyer Assumption Agreement                                           

B      -   Form of Irrevocable Proxy                                            

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ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement (the "Agreement") is entered into on June
26, 1998, by and among (i) JEN Sports, Inc., a Delaware corporation (the        
"Buyer"), (ii) Sportcraft, Ltd., a Delaware corporation (the "Parent"), (iii)   
Escalade, Incorporated, an Indiana corporation ("Escalade"), (iv) Indian        
Industries, Inc., an Indiana corporation ("Indian"), and (v) Harvard Sports,    
Inc., a California corporation ("Harvard", and together with Indian,            
collectively, the "Selling Parties"). The Parent, the Buyer, Escalade, Indian   
and Harvard are collectively referred to herein as the "Parties."               

      WHEREAS, (a) the Parent owns all of the outstanding capital stock of
Buyer and (b) Escalade owns, directly or indirectly, (i) all of the outstanding 
capital stock of Indian, Harvard, Harvard California (as defined herein),       
Escalade FSC (as defined herein) and Escalade International (as defined herein) 
and (ii) 37.5% of the outstanding capital stock of Sweden Table Tennis (as      
defined herein); and                                                            

       WHEREAS, this Agreement contemplates a transaction in which the Buyer
will purchase substantially all of the assets of the sporting goods business of 
Escalade and the Selling Parties, including goodwill, in consideration of the   
Buyer's payment of certain amounts and assumption of certain liabilities, all as
herein specified;                                                               

         NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties and        
covenants herein contained, the Parties agree as follows:                       

1.       Definitions.                                                           

         "1995 Consolidated Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flow for Escalade and its Subsidiaries as of and for the year ended        
December 30, 1995, a true and correct copy of which has been delivered by       
Escalade to the Buyer.                                                          

        "1995 Stand-Alone Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flows for the Business (including Indian, Harvard, Harvard California and  
Escalade International) as of and for the year ended December 30, 1995, a true  
and correct copy of which will be delivered by Escalade to the Buyer pursuant to
Section 5.6 hereof.                                                             

         "1996 Consolidated Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flows for Escalade and its Subsidiaries as of and for the year ended       
December 28, 1996, a true and correct copy of which has been delivered by       
Escalade to the Buyer.                                                          

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        "1996 Stand-Alone Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flows for the Business (including Indian, Harvard, Harvard California and  
Escalade International)as of and for the year ended December 28, 1996, a true   
and correct copy of which will be delivered by Escalade to the Buyer pursuant to
Section 5.6 hereof.                                                             

         "1997 Consolidated Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flows for Escalade and its Subsidiaries as of and for the year ended       
December 27, 1997, a true and correct copy of which has been delivered by       
Escalade to the Buyer.                                                          

      "1997 Stand-Alone Balance Sheet" means the December 27, 1997 balance
sheet contained in the 1997 Stand-Alone Financial Statements.                   

        "1997 Stand-Alone Financial Statements" means the audited consolidated
balance sheets and statements of income, changes in shareholders' equity and    
cash flows for the Business (including Indian, Harvard, Harvard California and  
Escalade International) as of and for the year ended December 27, 1997, a true  
and correct copy of which will be delivered by Escalade to the Buyer pursuant to
Section 5.6 hereof.                                                             

    "Action" means any judicial or administrative action, claim, suit,
investigation, hearing, demand or proceeding by or before any Governmental      
Authority.                                                                      

         "Actual Purchase Price Adjustment" has the meaning set forth in Section
2.8(c) hereof.                                                                  

    "Acquired Assets" has the meaning set forth in Section 2.1 hereof.

       "Acquisition" shall mean the making and performance of this Agreement
and the transactions contemplated by this Agreement.                            

         "Affiliate" means, with respect to any specified Person, a Person that,
directly or indirectly, through one or more intermediaries, controls, is        
controlled by or is under common control with such specified Person; it being   
understood that for purposes of this definition the term "control" (including   
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to direct or cause the direction of the        
management and policies of a person, whether through ownership of voting        
securities, by contract or otherwise.                                           

     "Affiliated Group" means any affiliated group within the meaning of
Section 1504(a) of the Code or any similar group defined under a similar        
provision of state, local or foreign law.                                       

"Agreement" has the meaning set forth in the preamble above.  

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     "Assigned Plan" has the meaning set forth in Section 2.3(d) hereof.

        "Assumed Liabilities" has the meaning set forth in Section 2.3 hereof.

         "Bank Facility" means (i) the credit agreement dated as of May 31, 1996
between Escalade and Bank One, Indianapolis, N.A., as amended and (ii) the      
letter of credit dated May 1, 1998 by and between Bank One and Martin Yale      
Industries to which Escalade and the Selling Parties are guarantors.            

      "Benchmark Net Working Capital" shall mean $19,828,586, representing
the average net working capital of the Business for the thirteen 4-week         
accounting periods ended March 21, 1998, as calculated in accordance with       
Section 2.8 of the Escalade Disclosure Schedule.                                

"Business" means the business of developing, manufacturing,   
distributing, licensing and selling sporting goods and related products,        
including, but not limited to, table tennis tables and accessories, archery     
equipment, home pool tables and accessories, combination bumper pool and card   
tables, game tables, basketball backboards, goals and poles, darts and dart     
cabinets and junior sporting goods in domestic and foreign markets, as conducted
by the Selling Parties.                                                         

"Buyer" has the meaning set forth in the preamble above.      

"Closing" has the meaning set forth in Section 2.5 hereof.    

 "Closing Date" has the meaning set forth in Section 2.5 hereof.

       "Closing Net Working Capital" means (x) current assets transferred to
the Buyer at Closing less (y) current liabilities assumed by the Buyer at       
Closing (including for purposes of such calculation any obligations with respect
to check overdrafts, cash/book overdrafts or other negative cash balances of the
Business) determined in accordance with GAAP consistently applied. For purposes 
of such calculation (which will be calculated, to the extent consistent with    
GAAP, in the same method as used in the calculation of Benchmark Net Working    
Capital), current assets and current liabilities shall include not only current 
assets directly transferred to Buyer and current liabilities directly assumed by
the Buyer but also the current assets and current liabilities of Subsidiaries   
transferred at Closing as stock transfers (i.e., Escalade International and     
Harvard California).                                                            

         "Closing Statement" has the meaning set forth in Section 2.8(c) hereof.

"COBRA" has the meaning set forth in Section 2.3(d) hereof.   

"Code" means the Internal Revenue Code of 1986, as amended.   

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"Commission" has the meaning set forth in Section 5.18 hereof.

       "Commitment Letters" has the meaning set forth in Section 4.5 hereof.

       "Confidentiality Agreement" means that certain letter agreement dated
as of January 20, 1998 between Bain Capital, Inc. and Escalade (or its financial
advisor) with respect to confidentiality.                                       

         "Confidential Information" means any and all information concerning the
Acquired Assets and the Business other than that information which is already   
generally available to or readily obtainable by the public or is publicly known 
or becomes publicly known through no fault of the Selling Parties.              

  "Consolidated Financial Statements" has the meaning set forth in
Section 3.9 hereof.                                                             

 "Contracts" has the meaning set forth in Section 2.1(f) hereof.

     "Debt-Based Purchase Price Adjustment" has the meaning set forth in
Section 2.8(a) hereof.                                                          

     "Designated Employees" has the meaning set forth in Section 5.12(a)
hereof.                                                                         

      "Employee Plan" has the meaning set forth in Section 3.26(a) hereof.

   "Environment" means soil, land surface or subsurface strata, real
property, surface waters (including navigable waters, ocean waters, streams,    
ponds, drainage basins and wetlands), groundwater, water body sediments,        
drinking water supply, stream sediments, ambient air (including indoor air),    
plant and animal life and any other environmental medium or natural resource.   

"Environmental Law" means any Law relating to (i) pollution or
protection of public health from the effects of pollution or the Environment,   
(ii) Releases of Hazardous Substances, or (iii) the manufacture, handling,      
transport, use, treatment, storage or disposal of Hazardous Substances.         

        "Environmental Liabilities and Costs" means all Losses incurred (i) to
comply with any Environmental Law, (ii) as a result of a Release of any         
Hazardous Substance or (iii) as a result of any environmental conditions present
at, created by or arising out of the past or present operations through the     
Closing Date.                                                                   

    "Environmental Permits" has the meaning set forth in Section 3.27.

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       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.                                                                        

"Escalade" has the meaning set forth in the preamble above.   

         "Escalade Disclosure Schedule" means the disclosure letter delivered by
Escalade to the Buyer and Parent at or prior to the execution of this Agreement.

  "Escalade FSC" means Escalade FSC, a Virgin Islands corporation.

    "Escalade International" means Escalade International Ltd., a U.K.
corporation.                                                                    

       "Estimated Adjustment Statement" has the meaning set forth in Section
2.8(b) hereof.                                                                  

    "Estimated Purchase Price Adjustment" has the meaning set forth in
Section 2.8(b) hereof.                                                          

 "Exchange" has the meaning set forth in Section 5.17(b) hereof.

    "Exchange Act" has the meaning set forth in Section 3.3(b) hereof.

        "Exchange Assets" has the meaning set forth in Section 5.17(b) hereof.

    "Excluded Assets" has the meaning set forth in Section 2.2 hereof.

  "Expenses" has the meaning set forth in Section 11.11(b) hereof.

        "Extraordinary Dividend" means a dividend declared with respect to any
fiscal quarter or fiscal year which, together with any and all other dividends  
declared with respect to such fiscal period, exceeds the net income (determined 
in accordance with GAAP) for such fiscal period.                                

"Fee" has the meaning set forth in Section 11.11(b) hereof.   

   "Final-Post Closing Payment" has the meaning set forth in Section
2.8(d) hereof.                                                                  

        "Final Purchase Price Adjustment" has the meaning set forth in Section
2.8(d) hereof.                                                                  

         "Financial Statements" has the meaning set forth in Section 3.9 hereof.

         "GAAP" means United States generally accepted accounting principles, as
in effect from time to time.                                                    

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         "Governmental Authority" shall mean any United States federal, state or
local, or any foreign government, governmental authority, regulatory or         
administrative agency, governmental commission, court or tribunal (or any       
department, bureau or division thereof).                                        

     "Harvard California" means Harvard California S. DE R.L. DE C.V., a
Mexican corporation.                                                            

        "Hazardous Substances" means (i) substances defined in or regulated as
toxic or hazardous or which might give rise to any Environmental Liabilities and
Costs under any Environmental Law; (ii) petroleum and petroleum products,       
including crude oil and any fractions thereof; (iii) natural gas, synthetic gas 
and any mixtures thereof; (iv) PCBs; and (v) asbestos.                          

"Indebtedness" means, with respect to any Person, any and all 
obligations of such Person (i) for borrowed money, (ii) evidenced by notes,     
bonds, debentures or similar instruments, (iii) under or relating to letters of 
credit (including without limitation any obligation to reimburse the letter of  
credit issuer with respect to amounts drawn on such instruments), (iv) for the  
deferred purchase price of goods or services (other than trade payables or      
accruals incurred and paid in the Ordinary Course of the Business), (v) with    
respect to check overdrafts, cash/book overdrafts or otherwise reflected as     
negative cash in financial statements of such Person, (vi) for deferred         
compensation (other than liabilities in respect of vacation, sick leave, bonus  
and commission accruals incurred after December 27, 1997, paid in the Ordinary  
Course of the Business and accounted for in accordance with GAAP), (vii) to pay 
any accrued dividends or dividends that have otherwise been declared and not yet
paid, (viii) constituting a stated amount or liquidation preference amount of   
any equity security entitled to any preference over any other equity security or
general equity interest of such Person and (ix) in the nature of guarantees of  
the obligations described in clauses (i) through (viii) above of any other      
Person.                                                                         

         "Indemnified Party" has the meaning set forth in Section 9.4(a) hereof.

  "Indemnifying Party" has the meaning set forth in Section 9.4(a)
hereof.                                                                         

       "Intellectual Property" means the entire right, title and interest in
and to all proprietary rights of every kind and nature, including patents,      
copyrights, Trademarks, mask works, trade secrets and proprietary information,  
all applications for any of the foregoing, and any license or agreements        
granting rights related to the foregoing (i) subsisting in, covering, reading   
on, directly applicable to or existing in the Products or the Technology,       
including without limitation all Intellectual Property identified in Schedule   
2.1(d) of the Escalade Disclosure Schedule, (ii) that are owned, licensed or    
controlled in whole or in part by Escalade or any Selling Party and are Related 
to the Business or (iii) that are used in the development, manufacture, sales,  
marketing, testing or maintenance of the Products.                              

         "Irrevocable Proxy" has the meaning set forth in Section 3.2(c) hereof.

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     "Knowledge of the Buyer" shall be deemed to include: (i) the actual
knowledge of the officers, directors and any other senior management of the     
Buyer or the Parent, (ii) such information as the individuals identified in     
clause (i) of this definition would reasonably be expected to know by virtue of 
their position and relationship with such corporation or other business entity, 
and (iii) such information as the individuals identified in clause (i) above    
would reasonably be expected to know after making an investigation that is      
reasonable under the circumstances with respect to the matter or matters as to  
which the phrase "Knowledge of the Buyer" is used in this Agreement.            

    "Knowledge of Selling Parties" shall be deemed to include: (i) the
actual knowledge of the individuals identified on Section 1.01 of the Escalade  
Disclosure Schedule, (ii) such information as the individuals identified in     
clause (i) of this definition would reasonably be expected to know by virtue of 
their position and relationship with such corporation or other business entity, 
and (iii) such information as the individuals identified in clause (i) above    
would reasonably be expected to know after making an investigation that is      
reasonable under the circumstances with respect to the matter or matters as to  
which the phrase "Knowledge of the Selling Parties" is used in this Agreement.  

"Laws" means all laws, statutes, rules, regulations, codes,   
injunctions, judgments, orders, decrees, rulings, interpretations,              
constitutions, ordinances, common law or treaties, of any federal, state, local 
municipal and foreign, international or multinational Governmental Authority or 
any license, franchise, consent, approval, permit or similar right granted under
any of the foregoing.                                                           

     "Leased Real Property" has the meaning set forth in Section 3.16(b)
hereof.                                                                         

"Leases" has the meaning set forth in Section 2.1(b) hereof.  

      "Liability" means any Indebtedness, liability or obligation (whether
known or unknown, whether asserted or unasserted, whether absolute or           
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,   
whether incurred directly or consequential and whether due or to become due),   
including without limitation any Tax or other liability arising out of          
applicable statutory, regulatory or common law, any contractual obligation and  
any obligation arising out of tort.                                             

     "Lien" means any mortgage, pledge, lien, security interest, charge,
claim, equitable interest, encumbrance, restriction on transfer, conditional    
sale or other title retention device or arrangement (including without          
limitation a capital lease), transfer for the purpose of subjection to the      
payment of any Indebtedness, or restriction on the creation of any of the       
foregoing, whether relating to any property or right or the income or profits   
therefrom; provided, however, that the term "Lien" shall not include (i)        
statutory liens for Taxes to the extent that the payment thereof is not in      
arrears or otherwise due, (ii) encumbrances in the nature of zoning             
restrictions,                                                                   

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easements, rights or restrictions of record on the uses of real property if the 
same do not materially impair the use of such property in the Business as       
currently conducted, (iii) statutory or common law liens to secure landlords,   
lessors or renters under leases or rental agreements confined to the premises   
rented to the extent that no payment or performance under any such lease or     
rental agreement is in arrears or is otherwise due, (iv) deposits or pledges    
made in connection with, or to secure payment of, worker's compensation,        
unemployment insurance, old age pension programs mandated under applicable laws 
or other social security regulations and (v) statutory or common law liens in   
favor of carriers, warehousemen, mechanics and materialmen, statutory or common 
law liens to secure claims for labor, materials or supplies and other like      
liens, which secure obligations to the extent that payment thereof is not in    
arrears or otherwise due; and in the case of all such liens and other matters   
described in clauses (i) - (v), which have been incurred in the Ordinary Course 
of the Business.                                                                

"Losses" has the meaning set forth in Section 9.2 hereof.     

   "Material Adverse Effect" means, when considered singly or in the
aggregate together with all such other changes or effects with respect to which 
such phrase is used in this Agreement, a material adverse effect in the         
business, assets, condition (financial or otherwise), results of operations or  
prospects of the Business or in the ability of the Business to be operated by   
the Buyer after Closing in accordance with the financial projections provided by
Escalade (including without limitation any material increase or other material  
adverse change in the nature of the Assumed Liabilities).                       

      "Office Product Subsidiaries" means Martin Yale Industries, Inc. and
its direct or indirect Subsidiaries, and any successor or assign of any of the  
foregoing entities.                                                             

    "Office Products Business" means the business of manufacturing and
marketing office and graphic arts products, including, without limitation, paper
trimmers, paper folding machines, paper drills, collators, decollators, bursting
machines, letter openers, automated paper joggers, checksigners, stamp affixers,
paper shredders, bindery carts, platemakers, sinks, light tables, cameras and   
related accessories, as conducted by Escalade and the Office Products           
Subsidiaries as of the Closing Date.                                            

    "Ordinary Course of the Business" means the ordinary course of the
Business consistent with past custom and practice.                              

    "Owned Real Property" has the meaning set forth in Section 3.16(a)
hereof.                                                                         

"Parent" has the meaning set forth in the preamble above.     

 "Participants" has the meaning set forth in the preamble above.

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   "Party" and "Parties" have the meanings set forth in the preamble
above.                                                                          

  "Person" means any individual, partnership, corporation, limited
liability company, association, joint stock company, trust, joint venture,      
unincorporated organization or Governmental Authority.                          

 "Post-Audit Financial Statements" means the unaudited Financial
Statements of the Business for each completed four-week accounting period after 
December 27, 1997, copies of which: (i) in the case of periods ending prior to  
the date hereof, have previously been provided to Parent by Escalade and (ii) in
the case of periods ending after the date hereof but on or before the tenth     
business day prior to the Closing Date, will be provided to Parent by Escalade  
as provided in this Agreement.                                                  

    "Post-Closing Payment" has the meaning set forth in Section 2.8(c)
hereof.                                                                         

       "Products" means all past, current and proposed products and services
manufactured, sold, leased, installed, maintained or otherwise provided by the  
Selling Parties that are Related to the Business, any subsequent versions of    
such products and services currently being developed, any products and services 
currently being developed which are designed to supersede, replace or function  
as a component of the foregoing, and any upgrades, enhancements, improvements   
and modifications to the foregoing.                                             

    "Proxy Statement" has the meaning set forth in Section 3.4 hereof.

   "Purchase Price" has the meaning set forth in Section 2.5 hereof.

         "Purchase Price Adjustment" has the meaning set forth in Section 2.8(a)
hereof.                                                                         

      "Real Property" has the meaning set forth in Section 3.16(b) hereof.

       "Related Entity" has the meaning set forth in Section 3.26(b) hereof.

      "Related to the Business" means arising from, relating to, or owned,
used or held for use in, the operation of the Business.                         

      "Release" means any actual, threatened or alleged spilling, leaking,
pumping, pouring, emitting, dispersing, emptying, discharging, injecting,       
escaping, leaching, dumping or disposing of any Hazardous Substance into the    
Environment that may cause an Environmental Liability and Cost (including the   
disposal or abandonment of barrels, containers, tanks or other receptacles      
containing or previously containing any Hazardous Substance).                   

         "Required Permits" has the meaning set forth in Section 3.13(b) hereof.

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         "Retained Liabilities" has the meaning set forth in Section 2.4 hereof.

      "Securities Act" means, collectively, the Securities Act of 1933, as
amended, together with all rules and regulations promulgated thereunder.        

"SEC" has the meaning set forth in Section 3.34 hereof.       

    "Selling Parties" has the meaning set forth in the preamble above.

  "Stand-Alone Financial Statements" means, collectively, the 1995
Stand-Alone Financial Statements, the 1996 Stand-Alone Financial Statements and 
the 1997 Stand-Alone Financial Statements.                                      

      "Subsidiary" means with respect to any Person (i) any corporation at
least a majority of whose outstanding voting stock is owned, directly or        
indirectly, by such Person or by one or more of its Subsidiaries, or by such    
Person and one or more of its Subsidiaries, (ii) any general partnership, joint 
venture or similar entity, at least a majority of whose outstanding partnership 
or similar interests shall at the time be owned by such Person, or by one or    
more of its Subsidiaries, or by such Person and one or more of its Subsidiaries 
and (iii) any limited partnership of which such Person or any of its            
Subsidiaries is a general partner. For purposes of this definition, "voting     
stock" means shares, interests, participations or other equivalents in the      
equity interest (however designated) in such Person having ordinary voting power
for the election of a majority of the directors (or the equivalent) of such     
Person other than shares, interests, participations or other equivalents having 
such power only by reason of the occurrence of a contingency.                   

"Survey" has the meaning set forth in Section 5.10 hereof.    

        "Sweden Table Tennis" means Sweden Table Tennis AB, a Swedish company.

      "Tax" or "Taxes" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,         
occupation, premium, windfall profits, environmental (including taxes under     
Section 59A of the Code), customs duties, capital stock, franchise, profits,    
withholding, social security (or similar, including FICA), unemployment,        
disability, real property, personal property, sales, use, transfer,             
registration, value added, alternative or add-on minimum, estimated or other tax
of any kind whatsoever, including any interest, penalty or addition thereto,    
whether disputed or not.                                                        

         "Tax Return" means any return, declaration, report, claim for refund or
information return or statement relating to Taxes, including any schedule or    
attachment thereto, and including any amendment thereof, required to be         
maintained or filed with the Internal Revenue Service or any other federal,     
foreign, state or local taxing authority.                                       

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      "Technology" means all inventions, copyrightable works, discoveries,
innovations, know-how, information (including without limitation ideas, research
and development, know-how, formulas, compositions, processes and techniques,    
technical data, designs, drawings, specifications, customer and supplier lists, 
pricing and cost information, business and marketing plans and proposals,       
documentation and manuals), computer software, computer hardware, integrated    
circuits and integrated circuit masks, electronic, electrical and mechanical    
equipment and all other forms of technology, including without limitation       
improvements, modifications, derivatives or changes, whether tangible or        
intangible, embodied in any form, in each case Related to the Business, whether 
or not protectible or protected by patent, copyright, mask work right, trade    
secret law or otherwise.                                                        

         "Third Party Claim" has the meaning set forth in Section 9.4(a) hereof.

   "Trademarks" means any trademarks, service marks, trade dress and
logos, together with all translations, adaptations, derivations and combinations
thereof, and including all goodwill associated therewith.                       

 "Transferred Foreign Subsidiaries" means, collectively, Harvard
California and Escalade International.                                          

  "Welfare Plan" has the meaning set forth in Section 3.26 hereof.

       "Working Capital-Based Purchase Price Adjustment" has the meaning set
forth in Section 2.8(a) hereof.                                                 

2. Acquisition of Assets by the Buyer.                                          

     2.1. Purchase and Sale of Assets. Upon the terms and subject to the
conditions contained herein, at the Closing, Escalade and the Selling Parties   
will sell, assign, transfer, convey and deliver or cause to be sold, assigned,  
transferred, conveyed and delivered to the Buyer or its designee, and the Buyer 
will purchase (or cause to be purchased) from Escalade and the Selling Parties, 
the Acquired Assets (as hereinafter defined), in each case free and clear of any
Lien or other encumbrance of any kind whatsoever, in exchange for the Buyer's   
payment to Escalade of the Purchase Price and assumption of the Assumed         
Liabilities. As used in this Agreement, the term "Acquired Assets" means all of 
the assets and property of Escalade and the Selling Parties Related to the      
Business (other than the Excluded Assets set forth in Section 2.2 hereof),      
including, without limitation:                                                  

           (a) All such assets of Escalade and the Selling Parties
     reflected on the 1997 Stand-Alone Balance Sheet and all such assets
         Related to the Business that have been acquired since December 27, 1997
(other than assets reflected on the 1997 Balance Sheet        

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        or acquired subsequent to December 27, 1997 that have been disposed of
  in the Ordinary Course of the Business since December 27, 1997),
including without limitation:                                 

                    (i) The Owned Real Property, together with all
           improvements, fixtures and fittings thereon, easements,
               rights-of way and other appurtenant rights thereto (such as
 appurtenant rights in and to public streets);

                        (ii) all tangible personal property Related to the
            Business (such as machinery, equipment, inventories, raw
                materials, supplies, manufactured and purchased parts, works
                in progress, finished goods, furniture, automobiles, trucks,
               tractors, trailers, tools, jigs and dies) wherever located,
          including all of the Selling Parties' right, title and
                interest in and to inventory in transit or in the possession
     of a subcontractor (e.g., sale representatives or
                 manufacturers), consignee, agent or other Person that is used
                 or sold, intended to be used or sold, or held for use or sale
by or on behalf of the Selling Parties;     

                           (iii) all rights to receive payment and all rights in
                 respect of prepaid items however evidenced, whether by notes,
              instruments, chattel paper or otherwise, including without
             limitation any and all accounts receivable of the Selling
                Parties (other than any such rights constituting part of the
Excluded Assets);                           

                    (iv) all securities, cash and cash equivalents
        constituting a part of or arising from the Business;

                         (v) all other current assets of the Selling Parties
Related to the Business; and                

                  (b) All rights of the Selling Parties under the Leases and all
     other leasehold interests of the Selling Parties in the Leased Real
Property;                                                     

              (c) All rights of Escalade and the Selling Parties, to the
extent transferable, under all governmental licenses, permits,
 authorizations, orders, registrations, certificates, variances,
   approvals, consents and franchises Related to the Business or any
    Acquired Assets or any pending applications relating to any of the
   foregoing, including without limitation all governmental permits,
       licenses, authorizations, approvals and consents described in Section
2.1(c) of the Escalade Disclosure Schedule;                   

                (d) All rights of Escalade and the Selling Parties in and to
        Intellectual Property, and the goodwill associated therewith, licenses
   and sublicenses granted in respect thereto and rights thereunder,
    remedies against infringements thereof and rights to protection of
       interest therein, including without limitation any rights in and with
respect to the                                                

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     Intellectual Property and claims set forth in Section 2.1(d) of the
Escalade Disclosure Schedule;                                 

                (e) All customer, distributor, supplier and mailing lists of
         Escalade and the Selling Parties Related to the Business, including all
   copies thereof (in whatever media such copies may exist), and all
rights in and to the information contained therein;           

                (f) All rights of Escalade and the Selling Parties under all
    written or oral contracts, agreements, guaranties, understandings,
   deeds, mortgages, indentures, personal property leases, licenses,
commitments, undertakings, arrangements or other documents or 
       instruments Related to the Business, including without limitation (i)
    any document or instrument evidencing or otherwise relating to any
       Indebtedness owed to Escalade or any of the Selling Parties; (ii) any
  obligations of third parties to provide warranties or service or
       payment or reimbursement with respect to the foregoing to the Selling
    Parties or to customers of the Business; (iii) any non-competition
       agreement or other instrument containing a third party's covenant not
       to compete with, or any restriction on competition with, the Business
        and (iv) any and all rights under or in respect of any confidentiality
       agreements entered into with employees or consultants or entered into
         in connection with any sale or proposed sale by Escalade or any Selling
       Party of the Business (or any material portion of the stock or assets
         thereof), to which or by which Escalade or any Selling Party is a party
     or otherwise subject or bound, to which or by which any property or
        right of Escalade or any Selling Party is subject or bound or under or
   with respect to which Escalade or any Selling Party has any other
  rights (whether as party, third party beneficiary or otherwise),
        including without limitation any of the foregoing listed and described
        in Section 3.19 of the Escalade Disclosure Schedule (together with the
       agreements described in Sections 2.1(b), 2.1(d), 2.1(g), 2.3(c)(i-vi)
and 3.16(b) of this Agreement, collectively, the "Contracts");

             (g) All rights with respect to the insurance policies and
  contracts included in or related to the Employee Plans listed in
Section 2.1(j) of the Escalade Disclosure Schedule;           

             (h) All claims, deposits, prepayments, refunds, causes of
      action, chooses in action, rights of recovery, rights of set off and
rights of recoupment in each case Related to the Business;    

                  (i) All business and financial records, books, ledgers, files,
      plans, documents, correspondence, lists, plats, architectural plans,
      drawings, notebooks, specifications, creative materials, advertising
   and promotional materials, marketing materials, studies, reports,
      equipment repair, maintenance or service records, whether written or
         electronically stored or otherwise recorded in each case Related to the
   Business (including legible photocopies or originals of corporate
records of the Selling Parties);                              

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               (j) All rights in and with respect to the assets associated
  with the Employee Plans listed in Section 2.1(j) of the Escalade
Disclosure Schedule (including, without limitation, underlying
insurance contracts, stop loss agreements and administrative  
agreements);                                                  

                (k) All of Escalade's and the Selling Parties' rights to the
      use of the names listed in Section 2.1(k) of the Escalade Disclosure
    Schedule and any variations or derivatives of any of the foregoing
names;                                                        

              (l) All rights to and in respect of any telephone numbers,
   websites, e-mail addresses and Internet domain names in each case
Related to the Business;                                      

                 (m) All goodwill and other assets of Escalade and the Selling
         Parties Related to the Business of every kind and description, tangible
or intangible;                                                

                 (n) 2,500 shares of Escalade International, representing 100%
of the issued and outstanding capital stock of such entity;   

      (o) 1 share of Harvard California held by Harvard,
       representing 90% (4,500 new pesos) of the capital of such entity; and

       (p) 1 share of Harvard California held by Escalade,
 representing 10% (500 new pesos) of the capital of such entity.

      Notwithstanding the foregoing, the Acquired Assets shall not include
the Excluded Assets.                                                            

        2.2. Excluded Assets. There shall be excluded from the Acquired Assets
to be sold, assigned, transferred, conveyed and delivered to the Buyer          
hereunder, and to the extent in existence on the Closing Date, there shall be   
retained by Escalade and the Selling Parties, the following assets, properties  
and rights (collectively, the "Excluded Assets"):                               

             (a) All assets, properties and rights of Escalade and the
Selling Parties not Related to the Business, including without
  limitation any assets owned, used or held for use exclusively in
connection with the Office Products Business;                 

                 (b) All rights of Escalade and the Selling Parties under this
Agreement;                                                    

                  (c) Any and all Employee Benefit Plans not specifically listed
in Section 2.1(j) of the Escalade Disclosure Schedule;        

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                 (d) Tax accounts reflected as assets on the books of Escalade
       and the Selling Parties, all rights in and to any and all Tax refunds
       and credits, and that portion of accounts receivables that constitute
   sales Tax payments, all as attributable to any period through the
       Closing Date, other than Tax accounts and Tax refunds and credits for
   which the Buyer is assuming the corresponding Liability (if any);

            (e) All of the capital stock of each of Indian, Harvard,
Sweden Table Tennis and Escalade FSC;                         

              (f) All rights in, under and with respect to the insurance
     policies, contracts and coverages owned by Escalade and the Selling
Parties set forth on Section 2.2(f) of the Escalade Disclosure
Schedule; and                                                 

                (g) All other items listed on Section 2.2(g) of the Escalade
Disclosure Schedule.                                          

 2.3. Assumption of Liabilities. On the terms and subject to the
conditions set forth herein and except as contemplated by Section 2.4 hereof,   
from and after the Closing, the Buyer will assume and satisfy or perform when   
due only the following Liabilities of Escalade and the Selling Parties arising  
out of, relating to, or incurred as a result of the Acquired Assets or the      
operation of the Business, in each case to the extent not paid or discharged    
prior to Closing (the "Assumed Liabilities"):                                   

                (a) Accounts payable (other than accounts payable in respect
    of Liabilities not assumed by the Buyer under Section 2.4 hereof),
   reflected on the 1997 Stand-Alone Balance Sheet or on the Balance
        Sheets included in the Post-Audit Financial Statements and incurred in
         the Ordinary Course of the Business and accounts payable incurred after
        the date of the latest Post-Audit Financial Statements incurred in the
Ordinary Course of the Business;                              

                (b) Post-Closing obligations under the Leases, to the extent
       duly assigned to the Buyer at Closing, other than Liabilities arising
 from any breach or default occurring prior to the Closing Date;

                (c) Post-closing obligations arising after the Closing Date,
       other than Liabilities arising from any breach or default by Escalade
     or any Selling Party occurring prior to the Closing Date, under the
Contracts, including without limitation:                      

                      (i) the distribution Contracts listed in Section
  2.3(c)(i) of the Escalade Disclosure Schedule;

                    (ii) the licensing Contracts listed in Section
   2.3(c)(ii) of the Escalade Disclosure Schedule;

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                      (iii) the purchase orders and customer Contracts
                  entered into in the Ordinary Course of the Business and listed
               in Section 2.3(c)(iii) of the Escalade Disclosure Schedule;

                    (iv) equipment, service and warranty Contracts
                  entered into in the Ordinary Course of the Business and either
                  (A) listed in Section 2.3(c)(iv)(A) of the Escalade Disclosure
              Schedule, or (B) are not so listed but are entered into in
                 connection with ordinary course sale of inventory and contain
         the standard forms of warranties set forth in Section
      2.3(c)(iv)(B) of the Escalade Disclosure Schedule;

                           (v) Contracts with subcontractors entered into in the
                  Ordinary Course of the Business listed in Section 2.3(c)(v) of
the Escalade Disclosure Schedule;           

                        (vi) the other Contracts identified in Section 2.3
    (c)(vi) of the Escalade Disclosure Schedule; and

                         (vii) Contracts entered into in the Ordinary Course
                 of the Business between the date of this Agreement (or, where
                applicable, the as of date indicated on the specific section
                  of the Escalade Disclosure Schedule with respect to which such
               Contracts are listed) and the Closing Date which are either
                  (A) of the types identified in clauses (iii) and (iv) above or
             (B) identified to the Buyer in advance of entry into such
                Contract and are approved by the Buyer prior to Closing; and

             (d) The following post-closing obligations of the Selling
  Parties under the Employee Plans listed in Section 2.1(j) of the
         Escalade Disclosure Schedule (the "Assigned Plans") with respect to the
     participants in the Assigned Plans: (i) duties with respect to plan
         administration after the Closing (including filing of forms 5500 in the
        post-closing period, performance of discrimination testing, processing
       of claims, etc.), (ii) payment of employer premiums due under welfare
        plans for periods after the Closing, (iii) payment of contributions to
the 401(k) plan for periods after the Closing, (iv) payment of
    distributions from the trust maintained under the 401(k) plan made
         after the Closing, and (v) obligations to offer benefits under Sections
   601, et. seq. of ERISA ("COBRA") with respect to participants and
       qualified beneficiaries who experience a COBRA qualifying event under
 any Assigned Plan that is subject to the requirements of COBRA.

    2.4. Liabilities Not Assumed by the Buyer. Except as expressly set
forth in this Agreement, the Buyer will not assume or perform any Liabilities   
not specifically contemplated by Section 2.3 hereof nor any of the following    
Liabilities (collectively, the "Retained Liabilities") and Escalade will satisfy
or perform when due the Retained Liabilities (it being                          

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agreed that if there is a conflict between Section 2.3 and this Section 2.4,    
this Section 2.4 shall govern and the Buyer will not assume or perform any of   
the Liabilities set forth in this Section 2.4):                                 

                  (a) any Liability of Escalade or any of the Selling Parties or
         any of their Affiliates arising out of or resulting from obligations in
respect of Indebtedness;                                      

                  (b) any and all Liabilities of Escalade or the Selling Parties
    to any of their other Affiliates (including without limitation any
       notes payable by Escalade, any of the Selling Parties or any of their
      Affiliates to any of their officers or directors or to Escalade, any
Selling Party or any of their Affiliates);                    

               (c) any and all Liabilities of Escalade, any of the Selling
 Parties or any of their Affiliates arising out of any assets or
 securities of which Escalade, any Selling Party or any of their
 Affiliates has disposed or, excluding the transfer to the Buyer
contemplated by this Agreement, proposed to dispose;          

               (d) any and all Liabilities of Escalade, any of the Selling
       Parties or any of their Affiliates with respect to non-competition or
         other deferred payments associated with any prior acquisition of any of
their stock or assets;                                        

                 (e) any and all Liabilities with respect to fees and expenses
  incurred by Escalade, any of the Selling Parties or any of their
  Affiliates in connection with the Acquisition (including without
   limitation fees and expenses of any legal and financial advisors,
         accountants or brokers as well as any travel or other expenses incurred
        or payable in connection with, or contingent in whole or in part upon,
the Acquisition);                                             

                (f) any Liability of Escalade, any of the Selling Parties or
    any of their Affiliates to employees or independent contractors of
         Escalade, any of the Selling Parties or any of their Affiliates arising
       out of any change of control agreements, stay-pay agreements, special
       retention bonus, sales bonus or other special compensation, severance
         or golden parachute arrangements (including without limitation any such
     Liability incurred in connection with the making and performance of
this Agreement and the transactions contemplated hereby);     

             (g) subject to clause (m) below, any other Liabilities of
    Escalade, any of the Selling Parties or any of their Affiliates to
      current or former employees not specifically assumed by the Buyer in
Section 2.3(d) hereof;                                        

                (h) any Liability of Escalade, any of the Selling Parties or
any of their Affiliates in respect of Taxes (including without
        limitation sales, use, personal property, withholding (including under
Code Section 4999 or any similar Law) or excise taxes or      

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         unpaid Taxes of any Person under Section 1.1502-6 of the regulations of
 the U.S. Department of Treasury (or any similar Law) imposed on
       Escalade, any of the Selling Parties or any of their Affiliates, as a
         transferee or successor, by contract or otherwise), and transfer taxes,
        except as provided in Section 5.16 hereof, incurred in connection with
   the transfer of the Acquired Assets to the Buyer pursuant to this
Agreement (including any costs incurred in connection with the
        preparation and filing of appropriate Tax Return and related filings);

               (i) any and all Liabilities of Escalade, any of the Selling
     Parties or any of their Affiliates in respect of personal injury or
  property damage resulting from accidental occurrences (including
  without limitation auto accidents and product liability claims),
arising out of pre-Closing acts or omissions;                 

                (j) any and all Liabilities arising, directly or indirectly,
         out of the failure of any party to comply with applicable bulk sales or
bulk transfer laws in any jurisdiction;                       

                (k) any Liability pertaining to Escalade, any of the Selling
       Parties or any of their Affiliates or the Business and arising out of
or resulting from noncompliance with any Laws;                

                (l) any Liability of Escalade, any of the Selling Parties or
         any of their Affiliates arising out of or resulting from any obligation
    to indemnify any Person (including without limitation officers and
   directors of Escalade, any of the Selling Parties or any of their
      Affiliates) for Liabilities arising out of events occurring prior to
       the Closing Date (other than customary warranty obligations set forth
in Section 2.3(c)(iv) of the Escalade Disclosure Schedule and 
       Liabilities in respect of those contracts specifically assumed by the
Buyer in Section 2.3(b) and (c) hereof);                      

                (m) any Liability of Escalade, any of the Selling Parties or
         any of their Affiliates arising out of any Employee Plan established or
    maintained by Escalade, any of the Selling Parties or any of their
       Affiliates or to which Escalade, any of the Selling Parties or any of
       their Affiliates contributes or any Liability under or in respect of,
     or relating to any termination of, any such plan, including without
   limitation any withdrawal liability under Title IV, Subtitle E of
       ERISA, other than those obligations specifically assumed by the Buyer
  in Section 2.3(d) hereof, including, without limitation, (i) any
      obligations relating to the maintenance or funding of the VEBA Trust
      under the Indian Industries Plan #501 prior to the Closing, (ii) any
obligations arising out of plan administration or compliance  
       obligations for any Assigned Plan arising out of an act or failure to
        act prior to the Closing, (iii) payment of claims for participants and
        qualified beneficiaries covered under Indian's Health Plan #501 (other
     than those covered due to exercise of COBRA rights) for any covered
     service rendered or prescription filled prior to the Closing to the
     extent the aggregate of such claims exceeds the amount of available
assets under the VEBA trust                                   

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        associated with such plan as of the Closing, (iv) any obligation under
   COBRA under Indian's Health Plan #501 relating to any "qualifying
        event" within the meaning of such statute arising prior to the Closing
       or as a result of a termination of employment by Indian in connection
        with the Closing to the extent that the amount of claims payable under
       such plan with respect to such individuals exceeds the sum of (A) the
       premiums received by Buyer from such individuals, plus (B) the amount
      of available assets remaining in the VEBA trust associated with such
        plan after taking into account claims paid from such VEBA under clause
     (m)(iii) above and (v) any severance obligations arising out of any
    termination of employment by Escalade, any Selling Party or any of
their respective Affiliates;                                  

             (n) any other Liabilities of Escalade, any of the Selling
     Parties or any of their Affiliates of any type not reflected on the
        1997 Stand-Alone Balance Sheet, other than Liabilities incurred in the
        Ordinary Course of the Business and either incurred after December 27,
   1997 or of a type not required to be set forth on a balance sheet
prepared in accordance with GAAP;                             

                (o) any Liability of Escalade, any of the Selling Parties or
     any of their Affiliates in respect of Environmental Liabilities and
    Costs arising out of any condition existing at or prior to Closing
       which constitutes a violation of or gives rise to a duty to remediate
    under any Environmental Law and without limit as to point of time,
    Knowledge or amount (including without limitation any Liability or
   obligation to remediate any Hazardous Substance, generated, used,
         stored, disposed of or Released in connection with such property or the
operations of the Business prior to the Closing Date);        

                (p) any Liability of Escalade, any of the Selling Parties or
any of their Affiliates under this Agreement;                 

                (q) any Liability of Escalade, any of the Selling Parties or
         any of their Affiliates relating primarily to the issuance or ownership
   of stock of Indian, Harvard, Sweden Table Tennis or Escalade FSC;

           (r) any other Liability of Escalade, any of the Selling
       Parties or any of their Affiliates which is not an Assumed Liability;
and                                                           

                 (s) any and all costs, expenses (including without limitation
  negotiating and other administrative costs) or other Liabilities
 relating, directly or indirectly, to Escalade's and the Selling
Parties' shut down and move from Harvard's Compton, California
         facility, including, without limitation, any Liabilities arising out of
       or relating to any union agreement or any applicable federal or state
employment Laws.                                              

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 2.5. The Closing; Payment of Purchase Price. The closing of the
transactions contemplated by this Agreement (the "Closing") shall take place at 
the offices of Ropes & Gray in Boston, Massachusetts, commencing at 10:00 a.m.  
eastern time on September 15, 1998 or such other date as the Parties may        
mutually determine (the date on which such Closing actually occurs being        
referred to herein as the "Closing Date"). Except as provided in Section 5.17(b)
hereof, the Buyer will pay to Escalade at Closing, by wire transfer of          
immediately available funds to account(s) specified in writing by Escalade not  
later than three business days prior to Closing, an aggregate amount (the       
"Purchase Price"), determined as provided in Section 2.8(b) hereof.             

  2.6. Deliveries at the Closing. At the Closing, Escalade and the
Selling Parties will deliver to the Buyer properly executed and acknowledged, if
appropriate: (i) the various certificates, instruments, and documents referred  
to in Section 6.1 hereof; (ii) deeds transferring title to the Owned Real       
Property properly endorsed, (iii) assignments of Leases, (iv) a Bill of Sale    
substantially in the form attached as Exhibit A-1 hereto, (v) an Assignment of  
Copyrights, Trademarks and Goodwill substantially in the form attached as       
Exhibit A-2 hereto, (vi) stock certificates and instruments of transfer therefor
with respect to the shares of Escalade International and Harvard California to  
be transferred hereunder, together with legal counsel opinions from local       
counsel and in form satisfactory to the Buyer with respect to such transfers and
(vii) such other instruments of sale, transfer, conveyance and assignment as the
Buyer and its counsel may reasonably request. At the Closing, the Buyer will    
deliver to Escalade properly executed and acknowledged, if appropriate (i) the  
various certificates, instruments and documents referred to in Section 6.2      
hereof, and (ii) such other instruments of sale, transfer, conveyance and       
assignment as Escalade and the Selling Parties and their counsel may reasonably 
request. At the Closing, the Parties will execute, acknowledge (if appropriate) 
and deliver the Buyer Assumption Agreement substantially in the form attached as
Exhibit A-3 hereto and Escalade and the Selling Parties shall put the Buyer in  
possession and operating control of the Acquired Assets, free and clear of all  
Liens and other encumbrances of any kind.                                       

       2.7. Preliminary Allocation of Purchase Price. The Parties agree that
the preliminary allocation of the purchase price for the Acquired Assets shall  
be as determined by an allocation to be agreed upon by the Parties prior to     
Closing. The Parties agree that such allocation may thereafter be amended or    
modified by mutual agreement to establish a final allocation prior to the filing
of the applicable Tax Returns of the Buyer and Escalade. Escalade and the Buyer 
shall use such final allocation in all Tax Returns.                             

2.8.     Adjustments to Purchase Price.                       

               (a) The Purchase Price shall be increased by the amount, if
         any, by which Closing Net Working Capital exceeds Benchmark Net Working
       Capital. The Purchase Price shall be decreased by the amount, if any,
    by which Benchmark Net Working Capital exceeds Closing Net Working
      Capital. Such an increase or reduction, as the case may be, shall be

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 referred to herein as the "Working Capital-Based Purchase Price
     Adjustment" and shall be determined and paid as set forth below. In
         addition, the Purchase Price shall be reduced by the amount, if any, of
         any Indebtedness assumed by or refinanced by the Buyer on behalf of the
        Selling Parties on the Closing Date. Such an increase or reduction, as
 the case may be, shall be referred to herein as the "Debt-Based
    Purchase Price Adjustment" and shall be determined and paid as set
      forth below. The Working Capital-Based Purchase Price Adjustment and
 the Debt-Based Purchase Price Adjustment are referred to herein
collectively as the "Purchase Price Adjustment".              

             (b) At least two business days prior to the Closing Date,
 Escalade shall deliver to the Buyer a statement (the "Estimated
   Adjustment Statement") reflecting the good faith best estimate of
         Escalade, after consultation with the Buyer, of (i) Closing Net Working
  Capital and (ii) the amount of Indebtedness to be assumed by, or
        refinanced on behalf of Escalade and the Selling Parties by, the Buyer
         on the Closing Date. The Estimated Adjustment Statement shall set forth
      in reasonable detail the calculation of the estimates of the amounts
 referred to in clauses (i) and (ii) above and, based thereon, a
        calculation of the estimated Purchase Price Adjustment (the "Estimated
         Purchase Price Adjustment"). The payment to be made pursuant to Section
        2.5 hereof at the Closing shall be an amount equal to $74,500,000 plus
or minus the Estimated Purchase Price Adjustment.             

              (c) Within 90 days after the Closing Date, the Buyer shall
       cause Price Waterhouse LLP or any successor to prepare and deliver to
     all Parties a statement (the "Closing Statement") consisting of the
   balance sheet of the Business as of the Closing Date, prepared in
     accordance with GAAP. The Closing Statement shall set forth (i) the
         Closing Net Working Capital on the Closing Date, and (ii) the amount of
        Indebtedness assumed by or refinanced on the Closing Date. The Closing
        Statement shall also set forth in reasonable detail the calculation of
  the amounts referred to in clauses (i) and (ii) above and, based
         thereon, (i) a calculation of the actual Purchase Price Adjustment (the
   "Actual Purchase Price Adjustment") and (ii) a calculation of the
     post-closing payment to be paid by Buyer to Escalade or Escalade to
      Buyer, as the case may be, resulting from the foregoing calculations
     after adjustment to reflect the Estimated Purchase Price Adjustment
 made at the Closing (the "Post-Closing Payment"). Escalade will
        cooperate with the Buyer to provide the Buyer and Price Waterhouse LLP
  with information to be used to prepare the Closing Statement and
   information relating thereto. The parties acknowledge that to the
       extent a physical inventory count is conducted in connection with the
       preparation of the Closing Statement, the Buyer will provide Escalade
       notice thereof and a reasonable opportunity to observe such inventory
count.                                                        

            (d) Within 20 days following the delivery of the Closing
      Statement by the Buyer, Escalade may object in writing to the Actual
         Purchase Price Adjustment or the Post-Closing Payment. If Escalade does
       not so object, the Party owing the Post-Closing Payment shall deliver
   the Post-Closing Payment in immediately available funds or in any

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         other manner as reasonably acceptable to the other Party within 25 days
  following the delivery of the Closing Statement by the Buyer. If
       Escalade objects to the Actual Purchase Price Adjustment, the Parties
 shall attempt to resolve such dispute by negotiation; provided,
       however, that any portion of that Post-Closing Payment not in dispute
         shall be paid in accordance with the preceding sentence. If the Parties
         are unable to resolve any dispute within 20 days of the Selling Parties
   objection, the Parties shall appoint Ernst & Young (or such other
         certified public accountants of national recognition as may be mutually
       satisfactory to Escalade and the Buyer), who shall review the Closing
        Statement and information relating thereto and determine the amount of
       the Post-Closing Payment, such amount being referred to herein as the
"Final Post-Closing Payment". Escalade and the Buyer shall use
  commercially reasonable efforts to cause such accounting firm to
     determine such amount as soon as is reasonably practicable, and the
      fees and expenses of such accounting firm shall be borne by Escalade
   and the Buyer, respectively, in the proportion that the aggregate
    amount of disputed items submitted to such accounting firm that is
         unsuccessfully disputed by such party (as determined by such accounting
    firm) bears to the total amount of the remaining disputed items so
        submitted. The finding of such accounting firm shall be binding on the
      Parties hereto. The Party owing the Final Post-Closing Payment shall
        deliver the Final Post-Closing Payment by wire transfer of immediately
     available funds or in any other manner reasonably acceptable to the
   other Party no later than 5 business days after the date on which
determination of the Final Post-Closing Payment is made.      

                  (e) The Post-Closing Payment or Final Post-Closing Payment, or
         unpaid portions thereof as the case may be, payable pursuant to clauses
        (c) and (d) of this Section 2.8, shall be increased by an amount equal
 to interest thereon at a rate equal to 8% per annum, compounded
annually, from the Closing Date until actually paid.          

                (f) In connection with the preparation of both the Estimated
     Adjustment Statement and the Closing Statement, the preparing Party
    shall provide the other Parties (and their respective advisors and
       representatives) prior to the delivery of the relevant statement with
  reasonable access (in each case subject to receipt of reasonable
         advance notice and during normal business hours) to work papers related
        to the calculation of Estimated Purchase Price Adjustment, the Closing
        Net Working Capital and the preparation of the relevant statement, and
        to all books and records that are required to verify the same and with
        an opportunity to comment on the same prior to the finalization of the
         statement. With respect to the Estimated Adjustment Statement, Escalade
        will provide such access and opportunity to comment no later than four
      Business Days prior to the Closing Date. With respect to the Closing
  Statement, the Buyer will provide such access and opportunity to
         comment no later than the 45th day after the Closing Date. At all times
       prior to the final determination of the Post Closing Payment, each of
      the Buyer, Escalade and the Selling Parties will otherwise cooperate
         with each other in connection with matters contemplated by this Section
2.8.                                                          

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3. Representations and Warranties of the Selling Parties. In order to induce the
Buyer and Parent to enter into and perform this Agreement and to consummate the 
transactions contemplated hereby, Escalade and each of the Selling Parties,     
jointly and severally, represent and warrant to the Buyer and Parent as follows:

3.1. Organization of Escalade, the Selling Parties, Escalade  
International and Harvard California.                                           

        (a) Each of Escalade and the Selling Parties is duly
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its incorporation Copies of the charter and by-laws of
     Escalade and each Selling Party, each as amended to date, have been
  heretofore delivered to the Buyer and are accurate and complete.
       Escalade and the Selling Parties are qualified to do business and are
individually in good standing as a foreign corporation in each
  jurisdiction listed in Section 3.1(a) of the Escalade Disclosure
        Schedule, which such jurisdictions are the only jurisdictions where in
each case, the nature of the activities conducted by it or the
     character of the property owned, leased or operated by it make such
       qualification necessary or appropriate except for those jurisdictions
where the failure to be so qualified has not had and could not
       reasonably be expected to have a Material Adverse Effect. Escalade is
the beneficial owner and holder of 2,500 shares of Escalade   
       International (representing 100% of the issued and outstanding shares
        of capital stock of such Subsidiary) and 1 share of Harvard California
 (representing 10% of the issued and outstanding capital of such
  Subsidiary), in each case free and clear of any Liens other than
         restrictions on transfer imposed by applicable securities laws. Harvard
        owns 1 share of Harvard California (representing 90% of the issued and
      outstanding capital of such Subsidiary), free and clear of any Liens
      other than restrictions on transfer imposed by applicable securities
     laws. Neither Escalade International nor Harvard California has any
Subsidiaries.                                                 

            (b) Each of the Transferred Foreign Subsidiaries is duly
        organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation. Copies of the charter and by-laws or
other governing documents of each of the Transferred Foreign  
       Subsidiaries, each as amended to date, have been heretofore delivered
     to the Buyer and are accurate and complete. Each of the Transferred
 Foreign Subsidiaries is qualified to do business and is in good
  standing as a foreign corporation in each jurisdiction listed in
Section 3.1(b) of the Escalade Disclosure Schedule, which such
         jurisdictions are the only jurisdictions where in each case, the nature
    of the activities conducted by it or the character of the property
      owned, leased or operated by it make such qualification necessary or
       appropriate except for those jurisdictions where the failure to be so
      qualified has not had and could not reasonably be expected to have a
Material Adverse Effect.                                      

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3.2.     Authorization of Transaction.                        

               (a) Each of Escalade and the Selling Parties has full power
    and authority (corporate or otherwise) to execute and deliver this
      Agreement and to perform their respective obligations hereunder. All
     corporate and other actions or proceedings to be taken by or on the
        part of Escalade or any of the Selling Parties to authorize and permit
        the execution and delivery by each of Escalade and the Selling Parties
   of this Agreement and the instruments required to be executed and
        delivered by each of Escalade and the Selling Parties pursuant hereto,
      the performance by each of Escalade and the Selling Parties of their
      obligations hereunder and thereunder and the consummation by each of
   Escalade and the Selling Parties of the transactions contemplated
       herein (other than approval by vote of holders of at least a majority
        of the outstanding common stock of Escalade voting as one class, which
      is to be effected as contemplated by Sections 5.22 and 5.23 hereof),
 have been duly and properly taken. This Agreement has been duly
     executed and delivered by each of Escalade and the Selling Parties,
constitutes their legal, valid and binding obligation and is  
     enforceable in accordance with its terms, subject only to obtaining
such approval of Escalade's stockholders.                     

               (b) The Board of Directors of Escalade has duly and validly
     approved and taken all corporate action required to be taken by the
Board of Directors for the consummation of the transactions   
    contemplated by this Agreement. Under the applicable provisions of
      Indiana law, no stockholder of Escalade is entitled to any appraisal
         rights with respect to the transactions contemplated by this Agreement.
        The Board of Directors of Escalade has determined that it is advisable
         and in the best interests of Escalade stockholders for Escalade to sell
         or transfer, or cause to be sold or transferred, the Acquired Assets to
         the Buyer and to consummate the other transactions contemplated hereby,
     upon the terms and subject to the conditions of this Agreement, and
         will recommend, or has resolved to recommend in the Proxy Statement, in
       each case subject to Section 5.9 hereof, that Escalade's stockholders
approve and adopt this Agreement and approve the Acquisition. 

             (c) Each of the officers and directors of Escalade and/or
      their respective Affiliates listed in Section 3.2(c) of the Escalade
    Disclosure Schedule has duly authorized, executed and delivered an
    irrevocable proxy in the form of Exhibit B hereto (an "Irrevocable
        Proxy") to vote all of the shares of capital stock of Escalade held by
         such Person in favor of the adoption of this Agreement and consummation
     of the Acquisition, and each such Irrevocable Proxy constitutes the
         legal, valid and binding obligation of such Person, enforceable against
        such Person in accordance with its terms. The Irrevocable Proxies have
     been obtained by Escalade and provided by the Persons executing the
      same without violation of any Laws or contractual obligations of any
        kind. The Irrevocable Proxies represent in the aggregate approximately
   35% of the outstanding capital stock of Escalade entitled to vote
generally.                                                    

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3.3.     No Conflict; Required Filings and Consents.          

                 (a) Neither the execution and the delivery of this Agreement,
         nor the consummation of the transactions contemplated hereby (including
        the assignments and assumptions referred to in Section 2 hereof), does
         or will (i) conflict with or result in a breach of any provision of the
articles of organization or by-laws of Escalade or any of its 
 Subsidiaries, (ii) except as set forth on Section 3.3(a) of the
     Escalade Disclosure Schedule, conflict with, result in a breach of,
       constitute a default or right or cause of action under, result in the
acceleration of, create in any party the right to accelerate, 
        terminate, modify or cancel, or require any notice to any Person under
any agreement, contract, lease, license, instrument or other  
arrangement to which Escalade, any of the Transferred Foreign 
        Subsidiaries or any of the Selling Parties is a party, by which any of
        them is bound or to which any of their assets is subject (or result in
         the imposition of any Lien upon any of their assets), except where such
        conflict, breach, default, acceleration or other event has not had and
        could not reasonably be expected to have a Material Adverse Effect, or
         (iii) violate any Laws to which Escalade or any of its Subsidiaries, or
any of the Acquired Assets, is subject.                       

             (b) Except as set forth on Section 3.3(b) of the Escalade
       Disclosure Schedule and except for required consents of third parties
  necessary for the valid assignment of the Contracts set forth in
       Section 3.3(a) of the Escalade Disclosure Schedule, none of Escalade,
         the Transferred Foreign Subsidiaries or the Selling Parties is required
       by applicable Law or other obligation to give any notice to, make any
      filing with, or obtain any authorization, consent or approval of any
    Governmental Authority or other Person in order for the Parties to
       consummate the transactions contemplated by this Agreement (including
         the assignments and assumptions referred to in Section 2 hereof) except
         (i) for applicable requirements, if any, of the Securities Exchange Act
       of 1934, as amended (such act together with all rules and regulations
       promulgated thereunder being referred to herein, collectively, as the
     "Exchange Act"), and in connection with the solicitation of proxies
    contemplated by Section 5.22 hereof, and (ii) where the failure to
obtain such consents or approvals, and to make such filings or
notifications, would not prevent or delay consummation of the 
   Acquisition, or otherwise prevent or delay Escalade or any of the
         Selling Parties from performing their obligations under this Agreement,
and would not constitute a Material Adverse Effect.           

3.4. Proxy Statement. The proxy statement to be sent to the   
stockholders of Escalade in connection with the meeting of the stockholders of  
Escalade to consider the Acquisition (the "Escalade Stockholders Meeting") (such
proxy statement as amended or supplemented is referred to herein as the "Proxy  
Statement"), will not, on the date the Proxy Statement is first mailed to       
stockholders, at the time of the Escalade Stockholders Meeting or at the time of
the Closing, contain any statement which, at such time and in light of the      
circumstances under which it shall be made, is false or misleading with respect 
to any material fact, or shall omit to state any                                

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material fact necessary in order to make the statements made therein not false  
or misleading or omit to state any material fact necessary to correct any       
statement in any earlier communication with respect to the solicitation of      
proxies for the Escalade Stockholders Meeting which has become false or         
misleading. The Proxy Statement will comply with the provisions of the Exchange 
Act and any other applicable Laws. If at any time prior to the Closing any event
relating to Escalade or any of its respective affiliates, officers or directors 
should be discovered by Escalade which should be set forth in a supplement to   
the Proxy Statement, Escalade shall promptly inform Parent and the Buyer of such
event.                                                                          

       3.5. Brokers' Fees. None of Escalade, any of the Selling Parties, any
of the Transferred Foreign Subsidiaries or any of their respective Affiliates   
has any Liability or obligation to pay any fees or commissions to any broker,   
finder, investment bank, financial advisor or other agent with respect to the   
transactions contemplated by this Agreement for which Parent or the Buyer could 
become liable or obligated, except for fees and expenses (if any) of CIBC       
Oppenheimer, which shall be solely the responsibility of (and will be paid by)  
Escalade or any of the Selling Parties after the Closing.                       

3.6.     Title to Assets.                                     

             (a) Each of the Selling Parties and Escalade has good and
       marketable title to, or a valid and subsisting leasehold interest in,
      and the power to sell the Acquired Assets owned by such Person, free
         and clear of all Liens (other than Liens securing obligations under the
         Bank Facility, which Liens will be released and discharged at Closing).

             (b) Each of the Selling Parties and Escalade has good and
     marketable title to, and is the record and beneficial holder of the
       securities listed opposite its name in Section 3.6(b) of the Escalade
Disclosure Schedule, free and clear of any Liens, other than  
        restrictions on transfer imposed by applicable securities laws and any
 other Liens listed on Section 3.6(b) of the Escalade Disclosure
         Schedule (which Liens will be released on or prior to Closing). Neither
        Escalade nor any Selling Party has granted, directly or indirectly, to
any Person any option, warrant or other right to acquire such 
securities.                                                   

    3.7. All Assets Necessary to Conduct Business. The Acquired Assets
comprise all of the assets, properties and rights of every type and description,
real, personal, tangible and intangible used in, and, in the reasonable opinion 
of the management of Escalade and the Selling Parties necessary to, the conduct 
of the Business as currently conducted and as conducted since January 1, 1997.  

 3.8. Subsidiaries. Except as disclosed in Section 3.6(b) of the
Escalade Disclosure Schedule, none of Escalade or any of the Selling Parties has
any Subsidiaries or controls, directly or indirectly, or has any direct or      
indirect equity participation or ownership interest in, any corporation,        
partnership, trust or other Person.                                             

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     3.9. Financial Statements. Escalade has previously delivered to the
Buyer the following financial statements: (i) the 1995 Consolidated Financial   
Statements, the 1996 Consolidated Financial Statements and the 1997 Consolidated
Financial Statements (collectively, the "Consolidated Financial Statements"),   
(ii) the Details of Consolidation for the periods ending December 30, 1995,     
December 28, 1996 and December 27, 1997 (the "Consolidating Financial           
Statements" and, together with the Consolidated Financial Statements, the       
"Financial Statements), and (iii) unaudited consolidated balance sheets and     
statements of income, changes in stockholders' equity and cash flow for the     
Business for each completed four-week accounting period after December 27, 1997 
through the date hereof (the "Unaudited Consolidated Financial Statements", and 
together with the Consolidating Financial Statements, the "Post-Audit Financial 
Statements"). The Consolidated Financial Statements (including the notes        
thereto) have been prepared in accordance with GAAP applied on a consistent     
basis throughout the periods covered thereby, are correct and complete in all   
material respects, present fairly the financial condition of Escalade and its   
Subsidiaries as of December 30, 1995, December 28, 1996 and December 27, 1997   
and the results of operations of the Business for the fiscal years then ended,  
and are consistent with the books and records of the Business. The Consolidating
Financial Statements have been prepared in accordance with GAAP applied on a    
consistent basis throughout the periods covered thereby, are correct and        
complete in all material respects (except that they do not include footnotes),  
present fairly the financial condition of Escalade and each of its Subsidiaries,
respectively, as of December 30, 1995, December 28, 1996 and December 27, 1997  
and the results of operations of the Business for the fiscal years then ended,  
and are consistent with the books and records of the Business. The Post-Audit   
Financial Statements were prepared by Escalade and the Selling Parties in good  
faith and in conformity with past practice of Escalade and the Selling Parties, 
present fairly the financial condition of the Business as of such dates and the 
results of operations of the Business for such periods, subject to year-end     
adjustments, which will not be material and are consistent with the books and   
records of the Business. The Stand-Alone Financial Statements, when delivered by
Escalade pursuant to Section 5.6 hereof, (including the notes thereto) will be  
prepared in accordance with GAAP applied on a consistent basis throughout the   
periods covered thereby, will be correct and complete in all material respects, 
and will present fairly the financial condition of the Business as of December  
30, 1995, December 28, 1996 and December 27, 1997 and the results of operations 
of the Business for the fiscal years then ended, and will be consistent with the
books and records of the Business.                                              

 3.10. Indebtedness; Guarantees. Except as set forth in the 1997
Consolidated Financial Statements or otherwise disclosed in Section 3.10 of the 
Escalade Disclosure Schedule, none of Escalade, the Transferred Foreign         
Subsidiaries or the Selling Parties has any Indebtedness, capital lease         
obligations, conditional sale or other title retention agreements Related to the
Business or is a guarantor or otherwise liable for any Liability or obligation  
of any other Person Related to the Business.                                    

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  3.11. Absence of Changes. Since December 27, 1997, Escalade, the
Transferred Foreign Subsidiaries and the Selling Parties have conducted the     
Business only in the Ordinary Course of the Business, and in connection with the
Business there has not been:                                                    

         (a) Any sale, lease, transfer or assignment of any of
         Escalade's, any Transferred Foreign Subsidiary's or any Selling Party's
        assets, tangible or intangible, other than sales of inventory for fair
consideration in the Ordinary Course of the Business;         

              (b) Except as disclosed in Section 3.11(b) of the Escalade
   Disclosure Schedule, any entry into or amendment, modification or
   waiver of any material terms of any agreement, contract, lease or
 license (or series of related agreements, contracts, leases and
licenses);                                                    

            (c) Any acceleration, early termination, modification or
         cancellation of any agreement, contract, lease or license (or series of
        related agreements, contracts, leases and licenses) to which Escalade,
       any Transferred Foreign Subsidiary or any Selling Party is a party or
         by which any of them is bound, the termination or cancellation of which
    has had or could reasonably be expected to have a Material Adverse
Effect;                                                       

              (d) Except as disclosed in Section 3.11(d) of the Escalade
         Disclosure Schedule, any creation or imposition of any Lien upon any of
         the assets, tangible or intangible of Escalade, any Transferred Foreign
Subsidiary or any Selling Party;                              

              (e) Except as disclosed in Section 3.11(e) of the Escalade
    Disclosure Schedule, any capital expenditure (or series of related
         capital expenditures) involving more than $50,000 singly or $150,000 in
the aggregate;                                                

                 (f) Any capital investment in, loan to, or any acquisition of
       the securities or assets (other than the acquisition of assets in the
Ordinary Course of the Business) of, any other Person;        

                  (g) Any delay or postponement of accounts payable or any other
Liabilities outside the Ordinary Course of the Business;      

                (h) Except as disclosed in Section 3.11(h) of the Disclosure
  Schedule, any material change or modification, including without
   limitation changes in duration and pricing, in the terms of or in
   policies with respect to any form agreement generally used by the
  Selling Parties and the Transferred Foreign Subsidiaries and any
  agreements referred to in Sections 2.3(c)(i) through (vi) of the
   Disclosure Schedule, including, without limitation, any change or
modification regarding (i) warranties and indemnities (or any 
         limitations thereon), (ii) term of such agreements or extension periods
thereunder or (iii) pricing or payment terms;                 

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                (i) Except as disclosed in Section 3.11(i) of the Disclosure
  Schedule, any increase in prompt payment or pre-payment rebates,
         most-favored pricing or other price protections, or similar programs or
        other material change in the sales, pricing, cash management, billing,
  payment, collection or cancellation policies or practices of the
Selling Parties and the Transferred Foreign Subsidiaries;     

              (j) Except as disclosed in Section 3.11(j) of the Escalade
         Disclosure Schedule, any cancellation, compromise, waiver or release of
       any right or claim or Indebtedness in excess of $10,000, in each case
        owed by or to Escalade, any of the Transferred Foreign Subsidiaries or
any of the Selling Parties;                                   

            (k) With the exception of licenses implied by law in the
        Ordinary Course of Business, any grant of any license or sublicense of
         any rights or material modification of any rights under or with respect
         to, or settlement regarding any infringement or alleged infringement of
rights in, any Intellectual Property;                         

              (l) Any issuance, sale or other disposition of any capital
         stock, or grant of any options, warrants or other rights to purchase or
      obtain (including upon conversion, exchange or exercise) any capital
        stock or material property of Escalade, any of the Transferred Foreign
Subsidiaries or any of the Selling Parties;                   

              (m) Except as disclosed in Section 3.11(m) of the Escalade
       Disclosure Schedule, any dividend or distribution (whether in cash or
       in kind) or repurchase, redemption or retirement of any capital stock
  or material property of Escalade, any of the Transferred Foreign
Subsidiaries or any of the Selling Parties;                   

        (n) Any termination or any oral or written threat or
         indication of intent by one or more material distributors, customers or
         suppliers of any Selling Party or any Transferred Foreign Subsidiary to
        terminate its respective business relationships with any Selling Party
        or any Transferred Foreign Subsidiary that will not (i) continue to do
       business with any Selling Party or any Transferred Foreign Subsidiary
       on such terms and subject to conditions at least as favorable to such
       Selling Party or such Transferred Foreign Subsidiary as the terms and
 conditions provided to any Selling Party or Transferred Foreign
      Subsidiary in the fiscal year 1997 or (ii) agree to do business with
         the Buyer on such terms and subject to conditions at least as favorable
  to the Buyer as the terms and conditions provided to the Selling
       Parties, the Transferred Foreign Subsidiaries and their Affiliates in
fiscal year 1997;                                             

                (o) Any damage, destruction, or loss (whether or not covered
        by insurance) to any of the Acquired Assets, which damage, destruction
or loss singly or in the aggregate exceeds $100,000;          

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         (p) Any loan to any director, officer or employee of,
        Escalade, any of the Selling Parties or any of the Transferred Foreign
        Subsidiaries or any other transaction with any such Person outside the
Ordinary Course of the Business;                              

              (q) Except as disclosed in Section 3.11(q) of the Escalade
  Disclosure Schedule, any entry into or termination of employment
  contract or collective bargaining agreement, written or oral, or
     material modification of the terms of any existing such contract or
agreement;                                                    

                (r) Any increase, modification or change in the compensation
of Escalade's or any Selling Party's or Transferred Foreign   
    Subsidiary's directors, officers or employees outside the Ordinary
Course of the Business;                                       

                  (s) Any adoption, amendment, modification or termination of or
       payment pursuant to any Employee Benefit Plan or other plan, contract
       or commitment for the benefit of any director, officer or employee of
    Escalade, any Selling Party or any Transferred Foreign Subsidiary;

                 (t) Any charitable or other contribution or gift by Escalade,
     any Selling Party or any Transferred Foreign Subsidiary outside the
Ordinary Course of the Business;                              

         (u) Any material modification or change in Escalade's
      accounting practices and policies or in its application of GAAP from
     the manner in which GAAP was applied in the preparation of the 1997
Consolidated Financial Statements;                            

              (v) Except as disclosed in Section 3.11(v) of the Escalade
        Disclosure Schedule, any transaction entered into or performed between
       Escalade, any Selling Party or any Transferred Foreign Subsidiary, on
       the one hand, and any stockholder or other Affiliate of Escalade, any
        Selling Party or any Transferred Foreign Subsidiary on the other hand,
or between any of the foregoing; or                           

            (w) Any commitment by Escalade, any Selling Party or any
Transferred Foreign Subsidiary to do any of the foregoing.    

 3.12. Absence of Undisclosed Liabilities. None of Escalade, the
Transferred Foreign Subsidiaries or the Selling Parties has any material        
Liabilities, except: (a) Liabilities retained by Escalade and the Selling       
Parties pursuant to Section 2.4 hereof, (b) Liabilities reflected on the 1997   
Stand-Alone Balance Sheet; (c) Liabilities under the agreements or instruments  
which are (i) described in Section 2.3 hereof and (ii) are not required in      
accordance with GAAP to be reflected on the 1997 Stand-Alone Balance Sheet; and 
(d) Liabilities which arise after the date hereof in the Ordinary Course of the 
Business (none of which liabilities results from, arises out                    

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of, relates to, is in the nature of, or is caused by any breach of contract,    
breach of warranty, tort, infringement or violation of law).                    

3.13.    Legal and Other Compliance.                          

              (a) Except as set forth in Section 3.13(a) of the Escalade
Disclosure Schedule, each of Escalade, the Transferred Foreign
         Subsidiaries and the Selling Parties and any of their predecessors have
    complied, and are in compliance, in all material respects with all
applicable Laws and no action, suit, proceeding, hearing,     
    investigation, charge, complaint, claim, demand or notice has been
   filed or commenced against any of them alleging any failure so to
     comply. Neither the ownership nor use of the Acquired Assets in the
    Business by Escalade, the Transferred Foreign Subsidiaries and the
    Selling Parties nor the conduct of the Business conflicts with the
         rights of any other Person or violates, or with the giving of notice or
        the passage of time or both will violate, conflict with or result in a
        default, right to accelerate or loss of rights under, (i) any terms or
provisions of any of the charter or by-laws of Escalade, any  
       Transferred Foreign Subsidiary or any Selling Party or (ii) any Lien,
    lease, license, agreement, understanding to which such Person is a
   party, or (iii) any Law or any order, judgment or decree to which
       Escalade, any Transferred Foreign Subsidiary or any Selling Party may
         be bound or affected, except in the case of clauses (ii) and (iii), for
     any of the foregoing which have not had and could not reasonably be
   expected to have a Material Adverse Effect on the Business or the
        Acquired Assets. To the Knowledge of the Selling Parties, there are no
         proposed Laws, governmental takings, condemnations or other proceedings
         which would reasonably be expected to have a Material Adverse Effect on
the Business or the Acquired Assets.                          

              (b) Escalade, the Transferred Foreign Subsidiaries and the
     Selling Parties possess all governmental approvals, authorizations,
       registrations, permits and licenses necessary to conduct the Business
    as currently conducted and currently proposed to be conducted (the
        "Required Permits"). All Required Permits are in full force and effect
       and are being complied with in all material respects. Section 3.13(b)
        of the Escalade Disclosure Schedule is a true and complete list of the
        Required Permits necessary for or otherwise material to the conduct of
the Business.                                                 

              (c) Escalade, the Transferred Foreign Subsidiaries and the
        Selling Parties have made all filings with the Consumer Product Safety
         Commission as are required in connection with the Business and with all
    equivalent state regulators having jurisdiction over the Business.
   Section 3.13(c) of the Escalade Disclosure Schedule is a true and
complete list of all filings with the Consumer Product Safety 
 Commission or equivalent state regulators made by Escalade, the
    Transferred Foreign Subsidiaries and the Selling Parties. All such
         filings (and similar filings) were correct and complete in all material
       respects and are in full force and effect and are being complied with
in all material respects.                                     

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         3.14. No Material Adverse Effect. Since December 27, 1997 there has not
been any change or occurrence which constitutes or has resulted in a Material   
Adverse Effect and no event has occurred or circumstance exists that could      
reasonably be expected to result in such a Material Adverse Effect or materially
affect the ability of Escalade or any of the Selling Parties to transfer or     
cause the transfer or the Buyer's ability to receive, hold and own the Acquired 
Assets free and clear of Liens on terms and conditions at least as favorable as 
such assets were held by Escalade and the Selling Parties, other than any       
Material Adverse Effect that: (i) arises predominantly by reason of a general   
deterioration in the economy or in the sporting goods industry after the date of
this Agreement or (ii) arises predominantly out of either the disclosure of the 
fact that it is the Parent or the Buyer that is the prospective acquiror of the 
Business or out of any action taken by the Parent or the Buyer after the date   
hereof; and does not arise out of or relate to any act or omission by Escalade  
or any of its Affiliates.                                                       

3.15.    Taxes.                                               

              (a) Escalade, the Transferred Foreign Subsidiaries and the
Selling Parties have timely filed, including filings made upon
      extensions, in accordance with all applicable Laws, all material Tax
     Returns required to be filed. All such Tax Returns were correct and
      complete in all material respects. Escalade, the Transferred Foreign
       Subsidiaries and the Selling Parties have paid all Taxes shown on any
      Tax Returns and all other assessments. Except as provided in Section
    3.15(a) of the Escalade Disclosure Schedule, none of Escalade, any
      Transferred Foreign Subsidiary or any Selling Party currently is the
   beneficiary of any extension of time within which to file any Tax
       Return. No claim has ever been made by an authority in a jurisdiction
         where Escalade, any Transferred Foreign Subsidiary or any Selling Party
  does not file Tax Returns that Escalade, any Transferred Foreign
     Subsidiary or any Selling Party is or may be subject to taxation by
  that jurisdiction. There are no liens or other encumbrances with
        respect to Taxes upon any of the properties or assets of Escalade, any
       of the Transferred Foreign Subsidiaries or any of the Selling Parties
       other than customary liens for current Taxes not yet due and payable.

                  (b) To the Knowledge of the Selling Parties, Escalade and each
Selling Party has withheld and timely paid to the appropriate 
     Governmental Authority all Taxes required to have been withheld and
paid in connection with amounts paid or owing to any employee,
     independent contractor, creditor, stockholder or other third party.
         Each Transferred Foreign Subsidiary has withheld and timely paid to the
    appropriate Governmental Authority all Taxes required to have been
   withheld and paid in connection with amounts paid or owing to any
        employee, independent contractor, creditor, stockholder or other third
party.                                                        

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                (c) To the Knowledge of the Selling Parties, no Governmental
Authority intends to assess, or is considering assessing, any 
        additional Taxes for any period for which Tax Returns have been filed.
There is no dispute, investigation or claim concerning any Tax
  Liability of Escalade, any Transferred Foreign Subsidiary or any
       Selling Party either (i) claimed or raised by an authority in writing
         or (ii) to the Knowledge of the Selling Parties otherwise threatened or
        pending. Section 3.15(c) of the Escalade Disclosure Schedule lists all
         federal, state, local and foreign income Tax Returns filed with respect
   to Escalade, the Transferred Foreign Subsidiaries and the Selling
       Parties for taxable periods ending on or after December 31, 1994, and
   indicates those Tax Returns that have been audited and those that
        currently are the subject of audit. Escalade, the Selling Parties, and
  the Transferred Foreign Subsidiaries have delivered to the Buyer
         correct and complete copies of all income Tax Returns filed by Escalade
       or any Selling Party, and all foreign income tax returns filed by any
     Transferred Foreign Subsidiary, since December 31, 1994, as well as
        examination reports and statements of deficiencies assessed against or
         agreed to by Escalade, any Transferred Foreign Subsidiary or any of the
Selling Parties since December 31, 1992.                      

               (d) None of Escalade, any Transferred Foreign Subsidiary or
       any Selling Party has waived any statute of limitations in respect of
Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.                                     

                (e) The unpaid Taxes of the Transferred Foreign Subsidiaries
       (i) did not as of December 27, 1997 exceed the reserve for such Taxes
   (other than any reserve for deferred Taxes established to reflect
        timing differences between book and Tax income) that will be reflected
   on the 1997 Stand-Alone Balance Sheet and (ii) do not exceed that
         reserve as adjusted for the passage of time through the Closing Date in
         accordance with the past custom and practice of the Transferred Foreign
Subsidiaries in filing their Tax Returns.                     

                (f) No Transferred Foreign Subsidiary has made any payments,
        is obligated to make any payments, or is a party to any agreement that
    under certain circumstances could obligate such Person to make any
        payments that will not be deductible under Section 280G of the Code or
         that may be subject to an excise tax under Section 4999 of the Code. No
     Transferred Foreign Subsidiary is a party to any Tax sharing or Tax
    allocation agreement, arrangement or understanding. No Transferred
    Foreign Subsidiary is liable (or will be liable as a transferee or
  successor, by contract, or otherwise) for the Taxes of any other
     Person. None of Escalade, any Transferred Foreign Subsidiary or any
   Selling Party is party to any joint venture, partnership or other
    arrangement that could be treated as a partnership for federal and
applicable state, local and foreign income Tax purposes.      

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                (g) No Transferred Foreign Subsidiary is or has been subject
   to U.S. federal or any state or local tax. No Transferred Foreign
      Subsidiary is or has been engaged in a U.S. trade or business within
the meaning of Code section 864(c).                           

                  (h) To the extent there is any inconsistency between the scope
        of the representations and warranties contained in Section 3.13 (Legal
   and Compliance with Law) and the scope of the representations and
       warranties contained in this Section 3.15, with respect to compliance
      with Laws related to Tax matters the Parties intend that such matter
will be covered by this Section 3.15. The Parties specifically
        acknowledge, however, that nothing in this Section 3.15 is intended or
shall be construed to limit or modify the representations and 
         warranties contained in Sections 3.3, 3.6, 3.9, 3.11, 3.12, 3.14, 3.16,
3.22, 3.23, 3.28 and 3.35 in any respect.                     

3.16.    Property, Plant and Equipment.                       

            (a) Owned Real Property. Section 3.16(a) of the Escalade
      Disclosure Schedule lists all real property that the Selling Parties
and the Transferred Foreign Subsidiaries own (the "Owned Real 
         Property"). Escalade and the Office Product Subsidiaries do not own any
       real property that is Related to the Business. Except as set forth in
      Section 3.16(a) of the Escalade Disclosure Schedule, with respect to
each such parcel of Owned Real Property:                      

                         (i) the Selling Parties and the Transferred Foreign
                 Subsidiaries have good and marketable title to the Owned Real
                 Property, free and clear of any Lien other than Liens related
                  to the Bank Facility which Liens shall be released at or prior
to Closing;                                 

                           (ii) there are no pending or, to the Knowledge of the
         Selling Parties, threatened condemnation proceedings,
                lawsuits, or administrative actions relating to the property
                or other matters which would materially and adversely affect
the use, occupancy or value thereof;        

                                 (iii) (A) to the Knowledge of the Selling
                       Parties, the legal description for each parcel of
                       Owned Real Property contained in the deed thereof
                          describes each such parcel fully and adequately, and
                           the buildings and improvements are located within the
                          boundary lines of the described parcels of land; and

                             (B) each of the parcels of Owned Real
                        Property is not in violation of applicable setback
                           requirements, zoning laws and ordinances (and none of
                         the properties or buildings or improvements thereon
                    is subject to"permitted non-conforming use" or
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                        structure" classifications) and do not encroach on
                    any easements, and the land does not serve any
                          adjoining property for any purpose, and the property
                         is not located within any flood plain or subject to
                        any similar type restriction for which any permits
                          necessary to the use thereof have not been obtained,
                   except to the extent to which any such matter
                           individually or in the aggregate could not reasonably
                    be expected to have a Material Adverse Effect;

                   (iv) each facility located on such parcel has
                 received all approvals of Governmental Authorities (including
         licenses and permits) required in connection with the
             ownership or operation thereof and have been operated and
          maintained in accordance in all material respects with
applicable laws, rules and regulations;     

                   (v) there are no leases, subleases, licenses,
                 concessions or other agreements, written or oral, granting to
             any party or parties the right of use or occupancy of the
parcel or any portion thereof;              

                        (vi) there are no outstanding options or rights of
                 first refusal to purchase such parcel, or any portion thereof
or interest therein;                        

                        (vii) there are no parties (other than the Selling
        Parties and the Transferred Foreign Subsidiaries) in
possession of such parcel;                  

                    (viii) each facility located on such parcel is
                supplied with utilities and other services necessary for the
      current operation of such facility, including gas,
                  electricity, water, telephone, sanitary sewer and storm sewer,
             all of which services are adequate in accordance with all
              applicable laws, ordinances, rules and regulations and are
            provided via public roads or via permanent, irrevocable,
      appurtenant easements benefitting such parcel; and

                        (ix) each parcel abuts on and has direct vehicular
                 access to a public road, or has access to a public road via a
                permanent, irrevocable, exclusive, unrestricted, appurtenant
                easement benefitting such parcel, and access to the property
               is provided by paved public right-of-way with adequate curb
cuts available.                             

                 (b) Section 3.16(b) of the Escalade Disclosure Schedule lists
      all real property leased or subleased to the Selling Parties and the
   Transferred Foreign Subsidiaries (the "Leased Real Property," and
       together with the Owned Real Property, the "Real Property"). Escalade
         and the Office Product Subsidiaries do not lease any real property that
       is Related to the Business. The Selling Parties have delivered to the
   Buyer correct and complete copies of the leases listed in Section
3.16(b) of the Escalade Disclosure                            

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         Schedule (as amended to date) (the "Leases") which Leases have not been
      amended or modified since the date thereof. Neither Escalade nor the
       Selling Parties are party to any sublease relating to the Leased Real
Property. With respect to each Lease:                         

                         (i) the Lease is legal, valid, binding, enforceable
and in full force and effect;               

                        (ii) if the relevant consent identified in Section
                  3.3(a) hereof is obtained (or if no such consent is required),
        the Lease will continue to be legal, valid, binding,
               enforceable and in full force and effect on identical terms
               following the consummation of the transactions contemplated
                 hereby (including the assignments and assumptions referred to
in Section 2 hereof);                       

                        (iii) none of the Selling Parties, the Transferred
            Foreign Subsidiaries or, to the Knowledge of the Selling
          Parties, any other party to the Lease, is in breach or
                  default, and no event has occurred which, with notice or lapse
           of time, would constitute a breach or default or permit
          termination, modification, or acceleration thereunder;

                   (iv) no party to the Lease has repudiated any
material provision thereof;                 

                         (v) there are no material disputes, oral or written
                  agreements, or forbearance programs in effect as to the Lease;

                         (vi) none of the Selling Parties or the Transferred
             Foreign Subsidiaries has assigned, transferred, conveyed,
                mortgaged, deeded in trust or encumbered any interest in the
             leasehold, other than Liens relating to the Bank Facility
                which Liens shall be released at or prior to Closing. To the
                 Knowledge of the Selling Parties, with respect to each parcel
                 of Real Property which is leased, there is either no mortgage
               or deed of trust on the fee interest of such property which
                  predates such lease, or a non-disturbance agreement protecting
           the tenant's leasehold interest has been obtained and a
    current and complete copy provided to the Buyer;

                          (vii) all facilities leased thereunder have received
                 all approvals of Governmental Authorities (including licenses
                  and permits) required in connection with the operation thereof
              and have been operated and maintained in accordance in all
material respects with applicable Laws; and 

                          (viii) all facilities leased or subleased thereunder
                are supplied with utilities and other services necessary for
the current operation of said facilities.   

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       (c) The Selling Parties and the Transferred Foreign
       Subsidiaries own or lease all buildings, real property, improvements,
  machinery, equipment and other tangible assets necessary for the
  current and presently contemplated conduct of the Business. Such
     tangible assets are free from material defects (patent and latent),
       have been maintained in accordance with normal industry practice, are
        in good satisfactory operating condition and repair (subject to normal
   wear and tear), and are suitable, adequate and sufficient for the
purposes for which they are presently used.                   

3.17.    Intellectual Property.                               

              (a) Escalade, the Transferred Foreign Subsidiaries and the
   Selling Parties own or have the right to use pursuant to license,
         sublicense, agreement or permission all Intellectual Property necessary
        for the operation of the Business as presently conducted, as conducted
       over the past five years. Subject to obtaining the consents disclosed
         in Sections 3.3(a) and 5.2 of the Escalade Disclosure Schedule relating
        to the Intellectual Property, each item of Intellectual Property owned
         or used by Escalade, any of the Transferred Foreign Subsidiaries or any
     of the Selling Parties and their Affiliates in the Business will be
         transferred to or otherwise available for use by the Buyer on identical
         terms and conditions upon and after the Closing. Except as disclosed in
    Section 3.17(a) of the Escalade Disclosure Schedule, Escalade, the
         Transferred Foreign Subsidiaries and the Selling Parties have taken all
       actions reasonably necessary or, in the judgement of Escalade and the
         Selling Parties, appropriate to maintain and protect their interests in
 each item of Intellectual Property Related to the Business that
       Escalade, the Transferred Foreign Subsidiaries or the Selling Parties
own or use.                                                   

                 (b) Except as disclosed in Section 3.17(b)(i) of the Escalade
Disclosure Schedule, none of Escalade, the Transferred Foreign
      Subsidiaries or the Selling Parties has and, to the Knowledge of the
        Selling Parties as a result of the continued operation of the Business
   as presently conducted, the Buyer will not have, interfered with,
      infringed upon, misappropriated or otherwise come into conflict with
   any rights of third parties with respect to Intellectual Property
        Related to the Business. Except as disclosed in Section 3.17(b)(ii) of
       the Escalade Disclosure Schedule, there has not been in the past five
        years any charge, complaint, claim, demand or notice alleging any such
      interference, infringement, misappropriation or violation (including
    any claim that Escalade, any Transferred Foreign Subsidiary or any
    Selling Party must license or refrain from using any rights of any
  third party with respect to Intellectual Property Related to the
         Business), except for any of the foregoing which have not had and could
         not reasonably be expected to have a Material Adverse Effect. Except as
        disclosed in Section 3.17(b)(iii) of the Escalade Disclosure Schedule,
         to the Knowledge of the Selling Parties, no third party has, within the
      past five years, interfered with, infringed upon, misappropriated or
otherwise come into conflict with any rights of Escalade, any 
     Transferred Foreign Subsidiary or any Selling Party with respect to
Intellectual Property Related to the Business, except where   

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       such interference, infringement, misappropriation or conflict has not
     had and could not reasonably be expected to have a Material Adverse
Effect.                                                       

           (c) Section 3.17(c) of the Escalade Disclosure Schedule
 identifies each patent or registration which has been issued to
      Escalade, any Transferred Foreign Subsidiary or any Selling Party or
        any of their Affiliates with respect to Intellectual Property owned or
         used by Escalade, any of the Transferred Foreign Subsidiaries or any of
     the Selling Parties in the Business, identifies each pending patent
    application or application for registration which has been made by
     Escalade, any of the Transferred Foreign Subsidiaries or any of the
 Selling Parties or any of their Affiliates with respect to such
        Intellectual Property, and identifies each license, agreement or other
        permission which Escalade, any of the Transferred Foreign Subsidiaries
       or any of the Selling Parties or any of their Affiliates have granted
      to any third party with respect to any of such Intellectual Property
       (together with any exceptions). Escalade and the Selling Parties have
         delivered to the Buyer correct and complete copies of all such patents,
       registrations, applications, licenses, agreements and permissions (as
   amended to date) and have made available to the Buyer correct and
         complete copies of all other written documentation evidencing ownership
       and prosecution (if applicable) of each such item. Section 3.17(c) of
         the Escalade Disclosure Schedule also identifies each trade name (other
   than those set forth in Section 2.1(k) of the Escalade Disclosure
      Schedule) or unregistered trademark or servicemark used by Escalade,
   any of the Transferred Foreign Subsidiaries or any of the Selling
    Parties in the Business. With respect to each item of Intellectual
       Property required to be identified in Section 3.17(c) of the Escalade
Disclosure Schedule:                                          

                       (i) except as disclosed in Section 3.17(c) of the
           Escalade Disclosure Schedule, Escalade, the Transferred
                Foreign Subsidiaries or the Selling Parties, as the case may
                 be, possess all right, title and interest in and to the item,
             free and clear of any Lien, license or other restriction;

                     (ii) the item is not subject to any outstanding
          injunction, judgment, order, decree, ruling or charge;

                 (iii) no action, suit, proceeding, hearing,
                investigation, charge, complaint, claim or demand is pending
               or, to the Knowledge of the Selling Parties, is threatened,
                which challenges the legality, validity, enforceability, use
or ownership of the item; and               

                    (iv) none of Escalade, any Transferred Foreign
               Subsidiary or any Selling Party has agreed to indemnify any
         Person for or against any interference, infringement,
                misappropriation or other conflict with respect to the item.

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           (d) Section 3.17(d) of the Escalade Disclosure Schedule
       identifies each item of Intellectual Property Related to the Business
     that any third party owns and that Escalade, any of the Transferred
    Foreign Subsidiaries or any of the Selling Parties use pursuant to
 license, sublicense, agreement or permission (including without
    limitation any group licenses for the use of commercial software).
      Escalade and the Selling Parties have delivered to the Buyer correct
       and complete copies of all such licenses, sublicenses, agreements and
permissions (as amended to date). With respect to each item of
       Intellectual Property required to be identified in Section 3.17(d) of
the Escalade Disclosure Schedule:                             

                          (i) the license, sublicense, agreement or permission
                  covering the item is legal, valid, binding, enforceable and in
full force and effect;                      

                     (ii) subject to obtaining the relevant consents
          disclosed in Section 3.3(a) of the Escalade Disclosure
                 Schedule, the license, sublicense, agreement or permission is
          fully assignable and will continue to be legal, valid,
                  binding, enforceable by the Buyer and in full force and effect
        on identical terms following the consummation of the
               transactions contemplated hereby (including the assignments
     and assumptions referred to in Section 2 hereof);

                       (iii) to the Knowledge of the Selling Parties, no
                party to the license, sublicense, agreement or permission is
              in breach or default, and no event has occurred which with
                notice or lapse of time would constitute a breach or default
       or permit termination, modification or acceleration
thereunder;                                 

                      (iv) to the Knowledge of the Selling Parties, no
                 party to the license, sublicense, agreement or permission has
repudiated any provision thereof;           

              (v) with respect to each sublicense, the
               representations and warranties set forth in subsections (i)
           through (iv) above are, to the Knowledge of the Selling
            Parties, true and correct with respect to the underlying
license;                                    

                       (vi) to the Knowledge of the Selling Parties, the
                  underlying item of Intellectual Property is not subject to any
              outstanding injunction, judgment, order, decree, ruling or
charge;                                     

                       (vii) to the Knowledge of the Selling Parties, no
             action, suit, proceeding, hearing, investigation, charge,
                 complaint, claim or demand is pending or is threatened, which
              challenges the legality, validity or enforceability of the
 underlying item of Intellectual Property; and

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                      (viii) none of Escalade, any Transferred Foreign
                 Subsidiary or any Selling Party has granted any sublicense or
          similar right with respect to the license, sublicense,
           agreement or permission other than such licenses as are
implied by law.                             

 3.18. Inventories. The inventory of the Selling Parties and the
Transferred Foreign Subsidiaries Related to the Business consists of raw        
materials and supplies, manufactured and purchased parts, goods in process and  
finished goods, all of which are merchantable (or suitable and usable for the   
production or completion of merchantable products for sale in the Ordinary      
Course of the Business) and no material portion of which is slow-moving,        
obsolete, below standard quality, damaged or defective, except to the extent    
reflected in any reserve for inventory write-down reflected on the 1997         
Stand-Alone Balance Sheet as adjusted for the passage of time through the       
Closing Date in accordance with GAAP and the past custom and practice of the    
Selling Parties and the Transferred Foreign Subsidiaries. Each item of such     
inventory reflected in the 1997 Stand-Alone Balance Sheet and books and records 
of the Selling Parties and the Transferred Foreign Subsidiaries is reflected on 
the basis of a complete physical count conducted on December 29, 1997, as       
adjusted in accordance with GAAP for purchases and sales of inventory since that
date and is valued at the lower of cost (on a first-in, first-out basis) or     
market in accordance with GAAP, consistently applied. Since December 27, 1997,  
no inventory has been sold or disposed of except through sales in the Ordinary  
Course of the Business and there has been no material write-up or write-down in 
the value of inventory.                                                         

         3.19. Contracts. Section 3.19 of the Escalade Disclosure Schedule lists
the following Contracts:                                                        

              (a) Any agreement for the lease of personal property to or
from any Person;                                              

                (b) Any agreement or purchase order requiring total payments
 in excess of $50,000 for the purchase or sale of raw materials,
        commodities, supplies, products or other personal property, or for the
furnishing or receipt of services;                            

                (c) Any agreement concerning a partnership or joint venture;

                  (d) Any agreement under which Escalade, any of the Transferred
       Foreign Subsidiaries or any of the Selling Parties created, incurred,
         assumed, or guaranteed any Indebtedness or under which it has imposed a
Lien on any of the Acquired Assets;                           

                  (e) Any agreement concerning confidentiality or noncompetition
       or otherwise creating or purporting to create any restrictions on the
  ability of any of the Selling Parties or the Transferred Foreign
        Subsidiaries to engage in any business or to operate in any geographic
area;                                                         

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                  (f) Any agreement between or among any of Escalade, any of the
        Transferred Foreign Subsidiaries or any of the Selling Parties, on the
      one hand, and any of their respective Affiliates, on the other hand;

               (g) Any profit sharing, stock option, stock purchase, stock
 appreciation, deferred compensation, severance or other plan or
 arrangement for the benefit of its current or former directors,
officers and employees;                                       

                 (h) Any agreement providing for the employment or consultancy
    with any individual on a full-time, part-time, consulting or other
basis or providing severance or retirement benefits;          

                  (i) Any agreement under which Escalade, any of the Transferred
    Foreign Subsidiaries or any of the Selling Parties has advanced or
      loaned any amount to any of its stockholders, Affiliates, directors,
officers or employees or to any other Person;                 

(j)  Any collective bargaining agreement;   

            (k) Any distribution, sales representative or equivalent
agreements;                                                   

                  (l) Any agreement under which the consequences of a default or
         termination could have a Material Adverse Effect on the Business or the
Acquired Assets; and                                          

                (m) Any other agreement (or group of related agreements) the
       performance of which involves, or is likely to involve, consideration
in excess of $10,000.                                         

Escalade and the Selling Parties have delivered to the Buyer a correct and      
complete copy of each written agreement listed in Section 3.19 of the Escalade  
Disclosure Schedule (as amended to date) and a written summary setting forth the
terms and conditions of each oral agreement referred to in Section 3.19 of the  
Escalade Disclosure Schedule. Except as disclosed in Section 3.19 of the        
Escalade Disclosure Schedule, with respect to each such agreement: (i) the      
agreement is legal, valid, binding, enforceable and in full force and effect;   
(ii) subject to the Buyer obtaining the necessary consents disclosed in Section 
3.3(a) of the Escalade Disclosure Schedule, the agreement will continue to be   
legal, valid, binding, enforceable and in full force and effect on identical    
terms following the consummation of the transactions contemplated hereby        
(including the assignments and assumptions referred to in Section 2 hereof);    
(iii) none of Escalade, any Transferred Foreign Subsidiary or any Selling Party,
or to the Knowledge of the Selling Parties, any other party, is in breach or    
default, and no event has occurred which with notice or lapse of time would     
constitute a breach or default, or permit termination, modification or          
acceleration, under the agreement; and (iv) no party has repudiated any         
provision of the agreement.                                                     

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3.20.    Notes, Accounts Receivable and Accounts Payable.     

                (a) All notes and accounts receivable of the Selling Parties
      and the Transferred Foreign Subsidiaries Related to the Business are
        reflected properly on the Selling Parties' and the Transferred Foreign
    Subsidiaries' books and records in accordance with GAAP, are valid
       receivables, arose from bona fide transactions in the Ordinary Course
       of the Business subject to no setoffs or counterclaims (except as and
to the extent recorded as accounts payable), are current and  
      collectible, except as will be reflected in the reserve or allowance
         for bad debts on the 1997 Stand-Alone Balance Sheet as adjusted for the
         passage of time in accordance with GAAP and past practice and custom of
       the Selling Parties and the Transferred Foreign Subsidiaries. Section
        3.20(a) of the Escalade Disclosure Schedule is a true and correct list
        of all receivables as of June 19, 1998 that are more than 90 days past
due or have been deemed uncollectible. Escalade has previously
       delivered to Parent a true and correct list of all receivables of the
Business as of June 19, 1998.                                 

           (b) All accounts payable of the Selling Parties and the
        Transferred Foreign Subsidiaries Related to the Business are reflected
properly on the Selling Parties' and the Transferred Foreign  
  Subsidiaries' books and records in accordance with GAAP. Section
      3.20(b)(i) of the Escalade Disclosure Schedule is a true and correct
       list of all accounts payable as of June 19, 1998. Except as set forth
  on Section 3.20(b) (ii) of the Escalade Disclosure Schedule, all
     accounts payable of the Selling Parties and the Transferred Foreign
Subsidiaries are current.                                     

     3.21. Accounts, Open Letter of Credit, etc. All monies and accounts
arising out of, relating to or established for or in connection with the        
Business shall be used only for the benefit of the Business (and at Closing will
be transferred to the Buyer, free and clear of all Liens). Section 3.21(a) of   
the Escalade Disclosure Schedule identifies each bank account, lock box or      
similar account for the deposit of cash or securities maintained by or on behalf
of Escalade, any of the Transferred Foreign Subsidiaries or any of the Selling  
Parties in connection with the Business (indicating the name and address of the 
bank or other financial institution, the account name and number and the        
individuals with signing authority with respect to such account). Section       
3.21(b) of the Escalade Disclosure Schedule identifies all open letters of      
credit established or applied for in connection with the Business (indicating   
for each such letter of credit the type (e.g., standby or documentary), maximum 
amount, issuing bank, amount drawn to date and any other significant            
information).                                                                   

   3.22. Insurance and Risk Management. Section 3.22 of the Escalade
Disclosure Schedule sets forth a list (indicating the type, name of the insurer,
coverage amounts, period of coverage, premiums, deductibles and material        
nonstandard exclusions) of all insurance policies Related to the Business or the
Acquired Assets which are maintained by Escalade, any of the Transferred Foreign
Subsidiaries or any of the Selling Parties. With respect to each such           

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insurance policy: (i) the policy is legal, valid, binding, enforceable and in   
full force and effect; (ii) with respect to the insurance policies being assumed
as contemplated by Section 2.3 hereof, each such policy is assignable to the    
Buyer; (iii) notwithstanding any liquidation, dissolution or any other          
transaction involving Escalade, any of the Transferred Foreign Subsidiaries or  
any of the Selling Parties, the policy will continue to be legal, valid,        
binding, enforceable and in full force and effect on identical terms following  
the consummation of the transactions contemplated hereby (including the         
assignments and assumptions referred to in Section 2 hereof); (iv) none of      
Escalade, any Transferred Foreign Subsidiary or any Selling Party, or any other 
party to the policy is in breach or default (including with respect to the      
payment of premiums or the giving of notices), and no event has occurred which, 
with notice or the lapse of time, would constitute such a breach or default, or 
permit termination, modification or acceleration, under the policy; (v) Escalade
and the Selling Parties have delivered true and complete copies of all policies 
and related indemnity or premium payment agreements to the Buyer; (vi) the      
policy has not been amended or modified and no riders have been issued in       
respect of such policies referred to in clause (v) above without the consent of 
the Buyer; and (vii) no party to the policy has repudiated any provision        
thereof. Section 3.22 of the Escalade Disclosure Schedule sets forth a          
description of any self-insurance arrangements maintained by Escalade, the      
Transferred Foreign Subsidiaries and the Selling Parties. All such policies     
provide adequate coverage for all normal risks incident to the Business and are 
in character and amount at least equivalent to that carried by Persons engaged  
in a business subject to the same or similar risks, perils or hazards.          

       3.23. Litigation. Except as disclosed in Section 3.23 of the Escalade
Disclosure Schedule (which matters have not had and could not reasonably be     
expected to have a Material Adverse Effect), there are no Actions pending or, to
the Knowledge of the Selling Parties, threatened, in connection with the        
Business, or that question the validity of this Agreement or of any action taken
or to be taken pursuant to or in connection with the provisions of this         
Agreement nor, to the Knowledge of the Selling Parties, is there any fact (past 
or present), situation, circumstance, status, condition, activity, practice,    
plan, occurrence, event, incident, action, failure to act or transaction that   
could reasonably be expected to form the basis for any such Action or that      
question the validity of this Agreement or of any action taken or to be taken   
pursuant to or in connection with the provisions of this Agreement. There are no
judgments, orders, decrees, citations, fines or penalties heretofore assessed   
against Escalade, any of the Transferred Foreign Subsidiaries or any of the     
Selling Parties or any of their Affiliates affecting the Business, the Acquired 
Assets or Assumed Liabilities.                                                  

      3.24. Product Warranties; Defects; Liability. Except as disclosed in
Section 3.24(a) of the Escalade Disclosure Schedule (which matters have not had 
and could not reasonably be expected to have a Material Adverse Effect), each   
Product manufactured, sold, leased, delivered, installed or maintained by the   
Selling Parties and the Transferred Foreign Subsidiaries has been in conformity 
in all material respects with all applicable Laws, contractual commitments and  
express and implied warranties and the Selling Parties and the Transferred      
Foreign Subsidiaries have no Liability (and there is no basis for any present or
future Action giving rise to any                                                

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Liability) for replacement or repair thereof or other damages in connection     
therewith, subject only to the reserve for Product warranty claims reflected on 
the 1997 Stand-Alone Balance Sheet which such reserve is adequate to address all
such Liabilities. No Product manufactured, sold, leased, delivered, installed or
maintained by any of the Selling Parties or any of the Transferred Foreign      
Subsidiaries is subject to any guaranty, warranty or other indemnity beyond the 
Selling Parties' and the Transferred Foreign Subsidiaries' applicable standard  
terms and conditions. Section 3.24(b) of the Escalade Disclosure Schedule       
includes copies of the standard terms and conditions of the Selling Parties and 
the Transferred Foreign Subsidiaries (containing any and all applicable         
guaranty, warranty and indemnity provisions with the exception of any of the    
foregoing imposed or implied by law). Except as set forth in Section 3.24(c) of 
the Escalade Disclosure Schedule, no claims have been asserted against any of   
the Selling Parties or any of the Transferred Foreign Subsidiaries relating to, 
and, to the Knowledge of the Selling Parties, there has been no Actions with    
respect to, any injury to individuals or property as a result of the            
manufacture, sale, lease, ownership, possession, installations, maintenance or  
use of any Product.                                                             

     3.25. Employees. To the Knowledge of the Selling Parties, except as
disclosed in Section 3.25(a) of the Escalade Disclosure Schedule, no executive, 
key employee or group of employees Related to the Business has plans to accept  
employment from any Person other than the Buyer. During the 90 days prior to the
date of this Agreement, 78 employees were laid off by Escalade and/or the       
Selling Parties and, of those 78 employees, all have been recalled (or offered  
and declined recall) as of the date of this Agreement. The Selling Parties and  
the Transferred Foreign Subsidiaries have not experienced any labor disputes or 
work stoppage due to labor disagreements, except for any of the foregoing which 
have not had and could not reasonably be expected to have a Material Adverse    
Effect. The Selling Parties and the Transferred Foreign Subsidiaries are in     
compliance in all respects with all applicable Laws respecting employment and   
employment practices and terms and conditions of employment, and wages and      
hours, and have not been and are not currently engaged in any unfair labor      
practice as defined in the National Labor Relations Act, as amended, except for 
any of the foregoing which have not had and could not reasonably be expected to 
have a Material Adverse Effect. There is no unfair labor practice charge or     
complaint against any Selling Party or any Transferred Foreign Subsidiary       
pending or, to the Knowledge of the Selling Parties, threatened before the      
National Labor Relations Board or any comparable foreign Governmental Authority.
No grievance nor any arbitration proceeding which might have a Material Adverse 
Effect arising out of or under any collective bargaining agreement is pending   
and to the Knowledge of the Selling Parties, no pending claims therefor have    
been made. Except as set forth in Section 3.25(b) of the Escalade Disclosure    
Schedule, neither any Selling Party nor any Transferred Foreign Subsidiary is   
now or has ever been a party to any collective bargaining agreement and to the  
Knowledge of the Selling Parties, neither any Selling Party nor any Transferred 
Foreign Subsidiary has been the subject of any organizational activity within   
the past twelve months. Except as disclosed in Section 3.25(b) of the Escalade  
Disclosure Schedule, no collective bargaining agreement with respect to the     
Selling Parties restricts the Selling Parties or the Transferred Foreign        
Subsidiaries from relocating, closing or subcontracting any of their operations.

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3.26.    Employee Benefits.                                   

               (a) Selling Party and Transferred Foreign Subsidiary Plans.
    Section 3.26(a) of the Escalade Disclosure Schedule sets forth all
Employee Plans covering or relating to any employees or former
       employees of the Business (or any dependents of any thereof) to which
   Escalade, any Transferred Foreign Subsidiary or any Selling Party
         contributes or is obligated to contribute, or under which Escalade, any
         Transferred Foreign Subsidiary or any Selling Party has or may have any
      liability for premiums or benefits, or which benefits any current or
       former employee, director, consultant, independent contractor, or any
      beneficiary of Escalade, the Transferred Foreign Subsidiaries or the
     Selling Parties. For purposes of this Agreement, the term "Employee
    Plan" means any plan, program, agreement, policy or arrangement (a
      "plan"), whether or not reduced to writing, other than any such plan
   that is not maintained in the United States or for the benefit of
     United States citizens or residents, that is: (i) a welfare benefit
      plan within the meaning of Section 3(1) of ERISA (a "Welfare Plan");
   (ii) a pension benefit plan within the meaning of Section 3(2) of
      ERISA; (iii) a stock bonus, stock purchase, stock option, restricted
       stock, stock appreciation right or similar equity-based plan; or (iv)
      any other deferred-compensation, retirement, welfare-benefit, bonus,
      incentive or fringe-benefit plan whether for the benefit of a single
     individual or a group of individuals. With respect to each Assigned
    Plan listed in Section 2.1(j) or 2.3(d) of the Escalade Disclosure
   Schedule, Escalade and the Selling Parties have provided to Buyer
         accurate, current and complete copies of each of the following: (1) the
   plan document together with all amendments; (2) where applicable,
 copies of any trust agreements, custodial agreements, insurance
 policies, administration agreements and similar agreements, and
        investment management or investment advisory agreements; (3) copies of
       any summary plan descriptions, employee handbooks or similar employee
      communications and administrative forms; (4) in the case of any plan
      that is intended to be qualified under Section 401(a) of the Code, a
   copy of the most recent determination letter from the IRS and any
  related correspondence, including a copy of the request for such
         determination; and (5) in the case of any plan for which Forms 5500 are
         required to be filed, a copy of the two most recently filed Forms 5500,
with schedules attached.                                      

                 (b) Defined Benefit Pension Plans. Other than as specifically
        set forth in Section 3.26(b) of the Escalade Disclosure Schedule, none
       of Escalade, any Transferred Foreign Subsidiary or any Selling Party,
      or any corporation, trust, partnership or other entity that would be
        considered as a single employer with Escalade, any Transferred Foreign
      Subsidiary or any Selling Party under Section 4001(b)(1) of ERISA or
       Sections 414(b), (c), (m) or (o) of the Code (a "Related Entity") has
     ever maintained or been required to contribute to any Employee Plan
subject to Title IV of ERISA.                                 

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                  (c) Plan Qualification; Plan Administration; Certain Taxes and
      Penalties. Each Assigned Plan that is intended to be qualified under
        Section 401(a) of the Code is so qualified. Each Trust associated with
         an Assigned Plan intending to be qualified under Code section 501(c)(9)
        is so qualified. Each Assigned Plan, including any associated trust or
   fund, has been administered in accordance with its terms and with
       applicable law, and nothing has occurred with respect to any Assigned
    Plan that has subjected or could subject Escalade, any Transferred
    Foreign Subsidiary or any Selling Party or a plan participant to a
        penalty under Section 502 of ERISA or to an excise tax under the Code.

         (d) All Contributions And Premiums Paid. All required
        contributions to and premium payments on account of each Assigned Plan
have been made.                                               

          (e) Claims. Section 3.26(e) of the Escalade Disclosure
         Schedule sets forth each and every pending or threatened lawsuit, claim
         or other controversy relating to a Assigned Plan, other than claims for
      benefits in the normal course. No Assigned Plan is the subject of an
     IRS or DOL examination or a government sponsored amnesty, voluntary
compliance, self-correction or similar program.               

              (f) Retiree Benefits; Certain Welfare Plans. Other than as
         required under Section 601 et seq. of ERISA, no Assigned Plan that is a
    Welfare Plan provides benefits or coverage following retirement or
other termination of employment.                              

           (g) No Buyer Liability. To the Knowledge of the Selling
       Parties, no circumstance exists and no event (including any action or
  the failure to do any act) has occurred with respect to any Plan
        maintained or formerly maintained by Escalade, any Transferred Foreign
    Subsidiary or any Selling Party or any Related Entity, or to which
      Escalade, any Transferred Foreign Subsidiary or any Selling Party or
         any Related Entity is or has been required to contribute (other than an
         Assigned Plan), that could subject Buyer to liability, or the assets of
      the Business to any lien, under ERISA or the Code (or any comparable
         provision of any applicable state, foreign or local Laws), nor will the
   transactions contemplated by this Agreement give rise to any such
liability or lien.                                            

                  (h) Foreign Plans. With respect to any plan, agreement, policy
        or arrangement that would be an Employee Plan but for the fact that it
         is maintained by a Transferred Foreign Subsidiary outside of the United
       States (the "foreign plans"), each such plan has been administered in
    accordance with its terms and with applicable Laws in all material
       respects. With respect to each foreign plan, Escalade has provided to
       Buyer accurate, current and complete copies of each of the following:
(1) the plan document together with all amendments; (2) where 
   applicable, copies of any trust agreements, custodial agreements,
       insurance policies, administration agreements and similar agreements,
         and investment management or investment advisory agreements; (3) copies
 of any summary plan descriptions, employee handbooks or similar
employee communications and                                   

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administrative forms; (4) a copy of any material filings or   
   correspondence with Governmental Authorities with respect to such
 foreign plan, with any and all schedules attached. All required
       contributions to and premium payments on account of each foreign plan
  required to be made as of the date hereof have been made and all
   required contributions to and premium payments on account of each
         foreign plan required to be made through the Closing Date shall be made
on or before the Closing Date. There are no material unfunded 
     liabilities under any foreign plan. There is no pending (or, to the
       Knowledge of the Selling Parties, threatened) lawsuit, material claim
        or other material controversy relating to any foreign plan, other than
claims of benefits in the Ordinary Course of the Business.    

                  (i) To the extent there is any inconsistency between the scope
        of the representations and warranties contained in Section 3.13 (Legal
   and Compliance with Law) and the scope of the representations and
       warranties contained in this Section 3.26, with respect to compliance
       with Laws related to employee benefit matters the Parties intend that
such matters will be covered by this Section 3.26. The Parties
         specifically acknowledge, however, that nothing in this Section 3.26 is
       intended or shall be construed to limit or modify the representations
        and warranties contained in Sections 3.3, 3.9, 3.10, 3.11, 3.12, 3.14,
3.15, 3.16, 3.22, 3.23, 3.25, 3.28 and 3.35 in any respect.   

3.27.    Environment.                                         

           (a) Except as disclosed in Section 3.27 of the Escalade
         Disclosure Schedule, and except as has not had and could not reasonably
      be expected to have a Material Adverse Effect, each of Escalade, the
    Transferred Foreign Subsidiaries and the Selling Parties and their
       Affiliates has with respect to the Acquired Assets complied and is in
        compliance with all applicable Environmental Laws. Except as disclosed
         in Section 3.27 of the Escalade Disclosure Schedule, there is no Action
         pending or, to the Knowledge of the Selling Parties, threatened against
      any of Escalade, the Transferred Foreign Subsidiaries or the Selling
    Parties or their Affiliates with respect to the Acquired Assets in
  respect of (i) noncompliance by any of Escalade, the Transferred
         Foreign Subsidiaries or the Selling Parties with any Environmental Laws
       or (ii) the release or threatened release into the environment of any
     Hazardous Substance at the Real Property or by any of Escalade, the
  Transferred Foreign Subsidiaries or the Selling Parties or their
    Affiliates; or (iii) the handling, storage, use, transportation or
         disposal of any Hazardous Substance by any of Escalade, the Transferred
         Foreign Subsidiaries or the Selling Parties or their Affiliates; except
 for Actions filed or threatened after the date hereof (it being
        understood that Escalade and the Selling Parties shall promptly notify
      the Buyer of any such Action before Closing). Except as disclosed in
         Section 3.27 of the Escalade Disclosure Schedule, each of Escalade, the
       Transferred Foreign Subsidiaries and the Selling Parties has obtained
         and complied with, and is in compliance with, all permits, licenses and
       other authorizations that are required pursuant to Environmental Laws
for the occupation of                                         

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        facilities included within the Acquired Assets or otherwise Related to
the Business (the "Environmental Permits"), except where such 
      noncompliance or the failure to obtain Environmental Permits has not
     had and could not reasonably be expected to have a Material Adverse
        Effect. Except as disclosed in Section 3.27 of the Escalade Disclosure
         Schedule, none of Escalade, any of the Transferred Foreign Subsidiaries
        or any of the Selling Parties has received any notice, report or other
  written information regarding any actual or alleged violation of
         Environmental Laws or any liabilities or potential liabilities (whether
       accrued, absolute, contingent, unliquidated or otherwise) thereunder,
  including any investigatory, remedial or corrective obligations,
  relating to the operation of the Business or the Acquired Assets
       arising under Environmental Laws. Except as disclosed in Section 3.27
        of the Escalade Disclosure Schedule, none of Escalade, the Transferred
        Foreign Subsidiaries or the Selling Parties, has received notice that,
     as a result of having treated, stored, disposed of, arranged for or
 permitted the disposal of, transported, handled or released any
       Hazardous Substance, or owned or operated any property or facility it
  is or may be liable for response costs, corrective action costs,
personal injury, property damage, natural resources damages or
 attorneys fees, pursuant to any Environmental Laws. None of the
         Acquired Assets is contaminated by any Hazardous Substance in violation
     of or requiring a response action under Environmental Laws. None of
       Escalade, the Transferred Foreign Subsidiaries or the Selling Parties
     has, with respect to the Acquired Assets, either expressly assumed,
        undertaken or otherwise become subject to any liability, including any
   obligation for corrective or remedial action, of any other Person
relating to Environmental Laws.                               

            (b) For purposes of this Section 3.27, all references to
     "Escalade", the "Transferred Foreign Subsidiaries" and the "Selling
      Parties" are intended to include any and all other entities to which
any such Person may be considered a successor under applicable
Environmental Laws.                                           

                  (c) To the extent there is any inconsistency between the scope
        of the representations and warranties contained in Section 3.13 (Legal
   and Compliance with Law) and the scope of the representations and
warranties contained in this Section 3.27, with respect to    
   environmental matters the Parties intend that such matter will be
     covered by this Section 3.27. The Parties specifically acknowledge,
    however, that nothing in this Section 3.27 is intended or shall be
 construed to limit or modify the representations and warranties
        contained in Sections 3.3, 3.9, 3.12, 3.16, 3.22, 3.23, 3.24, 3.34 and
3.35 in any respect.                                          

       3.28. Affiliated Transactions. Except as set forth in Section 3.28 of
the Escalade Disclosure Schedule, none of Escalade, any of the Transferred      
Foreign Subsidiaries or any of the Selling Parties is party to or bound by any  
contract, commitment or understanding with any of its respective stockholders,  
directors or officers, Escalade, any of the Transferred Foreign Subsidiaries or 
any of the Selling Parties or other Affiliates and none of such stockholders,   

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directors or officers or other Affiliates owns or otherwise has any rights to or
interests in any asset, tangible or intangible, which constitutes a part of the 
Acquired Assets or is Related to the Business.                                  

      3.29. Government Contracts. None of Escalade, any of the Transferred
Foreign Subsidiaries or any of the Selling Parties has been or are party to any 
contract or arrangement Related to the Business with any Governmental Authority.

  3.30. Distributors, Customers and Suppliers. Section 3.30 of the
Escalade Disclosure Schedule sets forth a complete and accurate list of (i) all 
the distributors for Products indicating the specific Product, existing         
contractual arrangements, if any, with each such distributor and the volume of  
Products distributed, (ii) the ten largest customers (by dollar volume) of the  
Business during the most recent fiscal year, indicating the existing contractual
arrangements with each such customer by Product and (iii) all suppliers of      
significant materials or services to the Selling Parties or the Transferred     
Foreign Subsidiaries and their Affiliates Related to the Business, indicating   
the contractual arrangements for continued supply from such Person. No          
significant distributor, customer or supplier Related to the Business has       
notified any Selling Party or any Transferred Foreign Subsidiary otherwise      
indicated to any Selling Party or any Transferred Foreign Subsidiary that such  
Person will cease to distribute, purchase or supply products from or to such    
Selling Party or such Transferred Foreign Subsidiary, or reduce significantly or
otherwise materially change the terms of their agreement with such Selling Party
or such Transferred Foreign Subsidiary.                                         

 3.31. No Illegal Payments, Etc. To the Knowledge of the Selling
Parties, none of Escalade, any of the Transferred Foreign Subsidiaries or any of
the Selling Parties, or any of their respective Affiliates, directors, officers,
employees or agents has (a) directly or indirectly given or agreed to give any  
illegal gift, contribution, payment or similar benefit to any supplier,         
customer, governmental official or employee or other person who was, is or may  
be in a position to help or hinder any of Escalade, the Transferred Foreign     
Subsidiaries or the Selling Parties or assist in connection with any actual or  
proposed transaction, or made or agreed to make any illegal contribution, or    
reimbursed any illegal political gift or contribution made by any other person, 
to any candidate for federal, state, local or foreign public office (i) which   
could reasonably be expected to subject Escalade, any of the Transferred Foreign
Subsidiaries or any of the Selling Parties to any damage or penalty in any      
civil, criminal or governmental litigation or proceeding or (ii) the            
non-continuation of which has had or could reasonably be expected to have a     
Material Adverse Effect or (b) established or maintained any unrecorded fund or 
asset or made any false entries on any books or records for any purpose.        

  3.32. Books and Records. The books and all corporate (including,
without limitation, minute books and stock record books) and financial records  
of the Selling Parties, the Transferred Foreign Subsidiaries and Escalade are   
complete and correct in all material respects                                   

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and have been maintained in accordance in all material respects with sound      
business practices, Laws and other requirements.                                

      3.33. Powers of Attorney. Except as disclosed in Section 3.33 of the
Escalade Disclosure Schedule and pursuant to this Agreement and the Exhibits    
hereto, there are no outstanding powers of attorney executed on behalf of the   
Selling Parties, the Transferred Foreign Subsidiaries or Escalade in respect of 
the Acquired Assets, the Assumed Liabilities or the Business.                   

       3.34. SEC Reports. Escalade has filed all required forms, reports and
documents with the Securities and Exchange Commission (the "SEC") since January 
1, 1996, each of which has complied in all material respects with all applicable
requirements of the Securities Act and the Exchange Act, each as in effect on   
the date so filed. Escalade has heretofore delivered or upon request will       
deliver to the Buyer, in the form filed with the SEC (including any amendments  
thereto), its Annual Report on Form 10-K for the fiscal year ended December 31, 
1998 and all interim reports on Forms 10-Q or 8-K and all definitive proxy      
statements filed with the SEC at the time of or subsequent to such annual report
(such annual report and subsequent reports being referred to herein collectively
as the "SEC Reports"). As of the date of this Agreement, the SEC Report most    
recently filed by Escalade was the report on Form 10-Q for the quarter ended    
March 21, 1998. None of the SEC Reports, including, without limitation, any     
financial statements or schedules included or incorporated by reference therein,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated or incorporated by reference therein or necessary in 
order to make the statements therein, in light of the circumstances under which 
they were made, not misleading. Without limiting the generality of the          
foregoing, the exhibit index to Escalade's most recently filed Annual Report on 
Form 10-K includes each agreement, contract or other instrument (including all  
amendments thereto) to which Escalade, any of the Transferred Foreign           
Subsidiaries or any of the Selling Parties are party or by which any of them is 
bound and which would be required pursuant to the Exchange Act and the rules and
regulations thereunder to be filed as an exhibit to an Annual Report on Form    
10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Escalade 
has made available to the Parent on or prior to the date hereof true, correct   
and complete copies of each such agreement, contract, instrument and amendment. 

        3.35. Disclosure. The representations and warranties contained in this
Section 3 (including the Escalade Disclosure Schedule and any other schedules   
and exhibits required to be delivered by Escalade and the Selling Parties to the
Buyer pursuant to this Agreement) and any certificate, report or other          
information furnished or to be furnished by Escalade and the Selling Parties to 
the Buyer hereunder do not contain and will not contain any untrue statement of 
a material fact or omit to state any fact necessary in order to make the        
statements and information contained in this Section 3 not misleading.          

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4. Representations and Warranties of the Parent and the Buyer. In order to      
induce each of the Selling Parties and Escalade to enter into and perform this  
Agreement and to consummate the transactions contemplated hereby, each of the   
Parent and the Buyer represents and warrants to each of the Selling Parties and 
Escalade as follows:                                                            

       4.1. Organization of the Parent and the Buyer. Each of the Parent and
the Buyer is a Delaware corporation, duly organized, validly existing and in    
good standing under the laws of Delaware. Each of the Parent and the Buyer is   
qualified to do business and is in good standing as a foreign corporation in    
each jurisdiction where the nature of the activities conducted by it or the     
character of the property owned, leased or operated by it make such             
qualification necessary or appropriate, except for those jurisdictions where the
failure to be so qualified has not had and could not reasonably be expected to  
have a material adverse effect on the ability of the Parent or the Buyer, as the
case may be to fulfill its obligations under this Agreement.                    

         4.2. Authorization of Transaction. Each of the Parent and the Buyer has
full power and authority (corporate or otherwise) to execute and deliver this   
Agreement and to perform its obligations hereunder. All corporate and other     
actions or proceedings to be taken by or on the part of the Parent and the Buyer
to authorize and permit the execution and delivery by the Parent and the Buyer  
of this Agreement and the instruments required to be executed and delivered by  
the Parent and the Buyer pursuant hereto, the performance by the Parent and the 
Buyer of their obligations hereunder and the consummation by the Parent and the 
Buyer of the transactions contemplated herein have been duly and properly taken.
This Agreement has been duly executed and delivered by the Parent and the Buyer 
and constitutes the legal, valid and binding obligation of the Parent and the   
Buyer, enforceable in accordance with its terms and conditions.                 

        4.3. No Conflict; Required Filings and Consents. Neither the execution
and the delivery of this Agreement, nor the consummation of the transactions    
contemplated hereby (including the assignments and assumptions referred to in   
Section 2 hereof), does or will (i) conflict with or result in a breach of any  
provision of the certificate of incorporation or by-laws of the Parent or the   
Buyer, (ii) conflict with, result in a breach of, constitute a default or right 
or cause of action under, result in the acceleration of, create in any party the
right to accelerate, terminate, modify or cancel, or require any notice under   
any agreement, contract, lease, license, instrument or other arrangement to     
which or by which the Parent or the Buyer is bound or to which any of its assets
is subject (or result in the imposition of any Lien upon any of its assets),    
except where such conflict, breach, default, acceleration or other event would  
not individually or in the aggregate have a material adverse effect on the      
ability of the Parent or the Buyer to fulfill its obligations under this        
Agreement, or (iii) violate any Laws to which the Parent or the Buyer or any of 
its property is subject. Neither the Parent nor the Buyer is required by        
applicable law or other obligation to give any notice to, make any filing with, 
or obtain any authorization, consent or approval of any Governmental Authority  
or other Person in order for the Parties to consummate the transactions         
contemplated by this Agreement (including the assignments and assumptions       
referred to in Section 2 hereof) except where the failure to obtain such        
consents,                                                                       

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approvals, authorizations or permits, or to make such filings or notifications  
would not prevent or delay consummation of the Acquisition or otherwise prevent 
Parent or Buyer from performing their respective obligations under this         
Agreement.                                                                      

       4.4. Brokers' Fees. Neither the Parent nor the Buyer nor any of their
respective Affiliates has any Liability or obligation to pay any fees or        
commissions to any broker, finder, investment bank, financial advisor or other  
agent with respect to the transactions contemplated by this Agreement for which 
the Selling Parties could become liable or obligated, except for fees and       
expenses (if any) which shall be solely the responsibility of (and will be paid 
by) the Buyer after the Closing.                                                

     4.5. Commitment Letters. Parent has previously provided to Escalade
true and correct copies of commitment letters for senior and subordinated       
financing issued to the Buyer in connection with the transactions contemplated  
hereby (the "Commitment Letters"). Upon obtaining such financing, Buyer and/or  
Parent will have sufficient financing to pay the Purchase Price.                

    4.6. Legal Proceedings. There are no actions, suits or proceedings
instituted, pending or to the Knowledge of Buyer or Parent, threatened against  
Buyer or Parent, or against any of their Affiliates or against any property,    
asset, interest or right of any of them, either individually or in the          
aggregate, that would prevent or delay consummation of the Acquisition or       
otherwise prevent Parent or Buyer from performing their respective obligations  
under this Agreement. Neither Buyer nor Parent is subject to any judgment,      
order, writ, injunction or decree that would prevent or delay consummation of   
the Acquisition or otherwise prevent Parent or Buyer from performing their      
respective obligations under this Agreement.                                    

       4.7. Acquisition Corporation. Buyer was formed solely for the purpose
of engaging in the transactions contemplated by this Agreement. Buyer is, and   
shall be at the Closing, a wholly owned direct subsidiary of Parent. Except for 
obligations or liabilities incurred in connection with its incorporation and the
transactions contemplated hereby, Buyer has not incurred any obligations or     
liabilities or engaged in any business or activities of any type or kind        
whatsoever or entered into any agreements or arrangements with any Person.      

        4.8. Certain Information. All information furnished by Buyer or Parent
to Escalade for inclusion in the Proxy Statement relating to the Escalade       
Stockholders Meeting will not, on the date the Proxy Statement is first mailed  
to stockholders, at the time of the Escalade Stockholders Meeting or at the time
of the Closing, contain any statement which, at such time and in light of the   
circumstances under which it shall be made, is false or misleading, with respect
to any material fact, or shall omit to state any material fact necessary in     
order to make such information not false or misleading or omit to state any     
material fact necessary to correct any statement regarding such information in  
any earlier communication with respect to the solicitation of proxies for the   
Escalade Stockholders Meeting which has become false or                         

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misleading. If at any time prior to the Closing any event relating to Buyer or  
Parent or any of their respective affiliates, officers or directors should be   
discovered by Buyer or Parent which is required by the Exchange Act to be set   
forth in a supplement to the Proxy Statement, Buyer or Parent shall promptly    
inform Escalade of such event.                                                  

         4.9. Certain Other Matters. No stockholder of the Parent owns, directly
or indirectly, 50% or more of the outstanding voting securities of the Parent   
within the meaning of the Hart-Scott-Rodino Antitrust Improvement Act of 1976,  
as amended (the "HSR Act"). No person or entity has the power to designate      
one-half or more of the directors of Parent within the meaning of the HSR Act.  
No person or entity has a combination of ownership of voting securities or the  
Parent and contractual rights which together allow such person or entity to     
designate one-half or more of the directors of the Parent within the meaning of 
the HSR Act. The Parent is not controlled, as defined by Section 801.1(b)(1)(i) 
and (2) of the rules promulgated under the HSR Act, by any person or persons.   
Neither the Parent's net sales for the year ended December 31, 1997 nor the     
Parent's total assets as of December 31, 1997 exceeded $100 million.            

5.       Covenants.  The Parties agree as follows:                              

    5.1. General. Each of the Parties will use commercially reasonable
efforts to take all actions and to do all other things necessary, proper or     
advisable in order to consummate and make effective the transactions            
contemplated by this Agreement (including satisfaction, but not waiver, of the  
closing conditions set forth in Section 6 hereof). Without limiting the         
generality of the foregoing, subject to the satisfaction or waiver of their     
respective conditions to Closing (set forth in Sections 6.1 and 6.2,            
respectively), the Parties will execute and deliver at Closing the agreements   
and documents contemplated by Section 2.6 hereof.                               

      5.2. Notices and Consents. The Selling Parties and Escalade will use
their best efforts to obtain any and all third party consents that are required 
to transfer the Acquired Assets to the Buyer, including without limitation the  
consents listed on Sections 3.3(a), 3.3(b) and 5.2 to the Escalade Disclosure   
Schedule. The Selling Parties and Escalade will cooperate with and use          
commercially reasonable efforts to assist the Buyer in obtaining any other third
party consents that are required to consummate the transactions contemplated    
hereby, including without limitation the consents of all third parties necessary
to effect the replacement, renewal or transfer to the Buyer of the Required     
Permits. The Selling Parties and Escalade will use their reasonable best efforts
to assist Buyer in obtaining amendments to the STIGA and Spalding licenses and  
any other Contracts being assigned to Buyer hereunder which Buyer may reasonably
request. Each of the Buyer, the Selling Parties and Escalade will make any      
further filings that may be necessary in connection therewith. From the date of 
this Agreement through the Closing, Escalade and the Selling Parties will also  
cooperate and use commercially reasonable efforts to assist the Buyer in        
successfully transitioning customers of the Business to the Buyer. The Selling  
Parties and Escalade will consult and cooperate with the Buyer and Parent       
concerning all purchase orders for                                              

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goods and materials to be delivered to Escalade and the Selling Parties after   
August 1, 1998 in connection with the Business. The Selling Parties will allow  
the Buyer and Parent to review related purchase orders in advance; and, where   
feasible, Escalade and the Selling Parties will take such reasonable actions as 
the Buyer and Parent may request to replace orders to the extent that such      
actions would not involve any significant risk of adverse consequences to       
Escalade or the Selling Parties. Escalade and the Selling Parties will also take
such reasonable actions as the Buyer and Parent may request to terminate, prior 
to Closing if possible, those contracts which are indicated in Part III of      
Section 5.2 of the Escalade Disclosure Schedule as being contracts that the     
Parent would prefer to have terminated prior to Closing to the extent that such 
actions would not involve any significant risk of adverse consequences to       
Escalade or the Selling Parties.                                                

 5.3.     Release of Liens; Interim Financial Statement Updates.

                (a) The Selling Parties and Escalade will cause the relevant
         lenders to release in full on the Closing Date any and all Liens on the
       Acquired Assets and the Business securing Indebtedness under the Bank
        Facility and to prepare and file with the appropriate governmental and
       other offices on the Closing Date such instruments as may be required
to effect or evidence such release.                           

                 (b) Escalade will cause to be delivered to the Buyer at least
         two business days prior to the Closing Date, (i) unaudited consolidated
   balance sheets and statements of income, changes in stockholders'
       equity and cash flows and (ii) consolidating financial statements, in
 each case for the Business prepared in conformity with the past
 practice of Escalade and the Selling Parties for each four-week
  accounting period completed after May 16, 1998 through the tenth
business day prior to the Closing Date.                       

         5.4. Operation of the Business. From the date of this Agreement through
the Closing, the Selling Parties and Escalade will use commercially reasonable  
efforts to keep the Business and the Acquired Assets substantially intact,      
including the present operations, physical facilities, working conditions and   
relationships with lessors, licensors, licensees, distributors, suppliers,      
customers and employees. Without limiting the generality of the foregoing,      
during such time period Escalade and the Selling Parties (a) will not without   
the written consent of the Buyer (i) engage in any practice, take any action or 
enter into any transaction outside the Ordinary Course of the Business, (ii)    
declare, set aside or pay any dividend or make any distribution with respect to 
its capital stock or redeem, purchase or otherwise acquire any of its capital   
stock (iii) otherwise engage in any practice, take any action or enter into any 
transaction of the sort described in Section 3.11 or Section 3.28 hereof or     
enter into any transaction other than on an arms-length basis or (iv) agree to  
take any of the actions described in the preceding clauses (i) through (iii),   
and (b) will use commercially reasonable efforts to (i) keep available to the   
Buyer the services of each of the officers, employees, agents and independent   
contractors employed in connection with or Related to the Business and (ii)     
preserve for the benefit of the Buyer the                                       

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goodwill of the customers, suppliers, licensors, landlords, employees and others
Related to the Business.                                                        

      5.5. Confidentiality Obligations of Buyer. Any information regarding
the Selling Parties and/or Escalade heretofore obtained from or on behalf of the
Selling Parties and/or Escalade (other than as specifically excepted from the   
definition of confidential information in the Confidentiality Agreement) shall  
be subject to the terms of the Confidentiality Agreement; provided, however,    
that (i) upon the effectiveness of the Closing, the obligations of the Buyer and
its affiliates and representatives under the Confidentiality Agreement shall    
cease and be of no further effect except with respect to information that is not
Related to the Business and (ii) at or as soon as reasonably practicable after  
the Closing, Escalade and the Selling Parties shall assign to the Buyer all of  
their rights under any other confidentiality or similar agreements (but only if 
and to the extent assignable) with third parties relating in whole or in part to
the sale or proposed sale (whether by asset sale, stock sale, merger or         
otherwise) of the Business, and provided, further, that any such information    
regarding the Selling Parties and/or Escalade and the transactions contemplated 
hereby that is subject to the terms of the Confidentiality Agreement may be     
disclosed by Buyer to its current and proposed lenders and other financing      
sources, stockholders or investors, accountants, attorneys and other advisors,  
and its Affiliates, provided in each case that such recipient agrees to keep    
such information confidential to the extent required under the Confidentiality  
Agreement.                                                                      

      5.6. Audited Stand-Alone Financial Statements. As soon as reasonably
practicable after the date hereof, and in any event not later than July 1, 1998,
Escalade will deliver to the Buyer copies of the Stand-Alone Financial          
Statements, prepared in accordance with GAAP, consistently applied. The         
reasonable out-of-pocket audit expense incurred by Escalade in connection with  
the preparation of the Audited Stand-Alone Financial Statements will be         
reimbursed by the Buyer at Closing.                                             

5.7.     Access.                                              

                (a) From the date of this Agreement through the Closing, the
       Selling Parties and Escalade will permit representatives of the Buyer
      and its financing sources to have reasonable access to all premises,
         properties, personnel, books, records (including without limitation Tax
    records), contracts and documents of or pertaining to the Acquired
      Assets or the Business. Such access shall be afforded by the Selling
    Parties and Escalade upon receipt of reasonable advance notice and
during normal business hours.                                 

              (b) For a period of five years after the Closing Date, the
        Selling Parties and their representatives shall have reasonable access
       to all of the books and records of the Selling Parties transferred to
         the Buyer pursuant to this Agreement to the extent that (i) such access
      may reasonably be required by the Selling Parties in connection with
        compliance with applicable Tax return filing obligations and (ii) such
other matters as the Selling                                  

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     Parties and Escalade may reasonably request from time to time. Such
  access shall be afforded by the Buyer upon receipt of reasonable
advance notice and during normal business hours.              

         5.8. Notice of Developments. Each Party will give prompt written notice
to the other Party of any development causing, or which creates a reasonable    
likelihood of causing, a breach of any of its representations, warranties,      
covenants or conditions set forth in this Agreement, or an inability of such    
Party to deliver the bring-down certificate at Closing as required by Sections  
6.1 and 6.2 hereof, as the case may be. No disclosure by any Party pursuant to  
this Section 5.8, however, shall be deemed to amend or supplement the Escalade  
Disclosure Schedule or to prevent or cure any misrepresentations, breach of     
warranty or breach of covenant or to satisfy any closing condition.             

5.9.     No Solicitation.                                     

               (a) The Selling Parties and Escalade shall not, directly or
        indirectly, through any officer, director, employee, representative or
agent of any of the Selling Parties, Escalade or any of their 
respective Affiliates, (i) solicit, initiate or encourage the 
initiation of any inquiries or proposals regarding any merger,
        recapitalization, sale of any of the Acquired Assets (other than sales
        of inventory in the Ordinary Course of the Business), sale or exchange
      of shares of capital stock (including without limitation by way of a
        tender offer) or similar transactions involving Escalade or any of the
  Selling Parties other than the Acquisition (any of the foregoing
    inquiries or proposals being referred to herein as an "Acquisition
        Proposal"), (ii) except as permitted herein, engage in negotiations or
     discussions concerning, or provide any nonpublic information to any
 person relating to, any Acquisition Proposal or (iii) except as
  permitted herein, agree to, approve or recommend any Acquisition
         Proposal. Nothing contained in this Section 5.9 shall prevent the Board
of Directors of Escalade from responding to and considering,  
         negotiating, discussing, approving and recommending to the stockholders
         of Escalade a bona fide Acquisition Proposal not solicited in violation
of this Agreement, provided the Board of Directors of Escalade
     determines in good faith (based upon the advice of outside counsel)
   that both (i) the Acquisition Proposal presents a materially more
     favorable financial alternative to Escalade's stockholders than the
        Acquisition and (ii) therefore that they are required, by their duties
      as fiduciaries to Escalade's stockholders under the corporate law of
    the State of Indiana, to respond to and negotiate such alternative
      Acquisition Proposal. In the event the Board of Directors makes such
      determination, the Board of Directors may approve and recommend such
     Acquisition Proposal and terminate Escalade's obligations hereunder
 (other than the provisions identified in Section 10.2 hereof as
      surviving any such termination) in accordance with the provisions of
    Section 10.1(d) hereof; provided, however, that Escalade shall (x)
      promptly disclose to the Buyer and Parent the identity of the Person
  making the Acquisition Proposal, (y) give the Buyer and Parent a
reasonable opportunity to match the offer contemplated by such

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     Acquisition Proposal before making any determination to approve and
      recommend any such alternative Acquisition Proposal and (z) give the
    Buyer and Parent prompt written notice of the determination of the
Board of Directors to approve and recommend such alternative  
   Acquisition Proposal. Nothing contained in this Section 5.9 shall
      prohibit the Board of Directors of Escalade from complying with Rule
        14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to
a tender or exchange offer.                                   

                (b) Escalade shall immediately notify Buyer after receipt of
        any Acquisition Proposal, or any material modification of or amendment
       to any Acquisition Proposal, or any request for nonpublic information
   relating to any of the Selling Parties or any of their respective
       subsidiaries in connection with an Acquisition Proposal or for access
         to the properties, books or records of Escalade or any Selling Party or
  any subsidiary by any person or entity that informs the Board of
     Directors of Escalade or any Selling Party or subsidiary that it is
       considering making, or has made, an Acquisition Proposal. Such notice
       to Buyer shall be made as promptly as practicable, both orally and in
       writing, and shall indicate the material terms and conditions of such
   Acquisition Proposal or amendment, as well as whether Escalade is
   providing or intends to provide the person making the Acquisition
      Proposal with access to information as provided in this Section 5.9.

                (c) If the Board of Directors of Escalade receives a request
        for material nonpublic information by a person who makes, or indicates
      that it is considering making, a bona fide Acquisition Proposal, and
        the Board of Directors determines in good faith (based upon the advice
     of outside counsel) that it is required to cause Escalade to act as
 provided in this Section 5.9 in order to discharge properly the
        directors' fiduciary duties, then, provided such person has executed a
        confidentiality agreement substantially similar to the Confidentiality
Agreement, Escalade may provide such person with access to the
requested information.                                        

        (d) Escalade shall immediately cease and cause to be
      terminated any existing discussions or negotiations with any persons
        (other than Buyer and Parent) conducted heretofore with respect to any
       of the foregoing. Escalade agrees not to (and further agrees to cause
     each of its financial advisors and other agents not to) release any
        third party from the confidentiality provisions of any confidentiality
         agreement to which Escalade or any of its Affiliates is a party or with
respect to which any of them are third party beneficiaries.   

              (e) Escalade shall ensure that the officers, directors and
    employees of Escalade and the Selling Parties and their respective
subsidiaries and any investment banker or other advisor or    
   representative retained by Escalade are aware of and abide by the
restrictions described in this Section 5.9.                   

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       5.10. Title Insurance and Surveys. The Selling Parties (at no cost to
the Selling Parties) will cooperate with the Buyer to the extent Buyer elects to
obtain the following title insurance commitments, policies, riders, opinions and
surveys in preparation for the Closing, each to be obtained, if at all, within  
thirty (30) days from the date hereof:                                          

                  (a) With respect to each parcel of Owned Real Property Related
        to the Business, an ALTA Owner's Policy of Title Insurance Form B-1987
       (or equivalent policy acceptable to the Buyer if the real property is
       located in a state in which an ALTA Owner's Policy of Title Insurance
         Form B-1987 is not available) issued by a title insurer satisfactory to
     the Buyer (and, if requested by the Buyer, reinsured in whole or in
         part by one or more insurance companies and pursuant to a direct access
     agreement acceptable to the Buyer), in such amount as the Buyer may
        reasonably determine to be the fair market value of such real property
      (including all improvements located thereon), insuring title to such
real property to be in the Buyer as of the Closing;           

                  (b) With respect to each parcel of Owned Real Property Related
      to the Business, the Buyer shall have the right to procure a current
      survey of such parcel certified to the Buyer, prepared by a licensed
         surveyor and conforming to current ALTA Minimum Detail Requirements for
  Land Title Surveys, disclosing the location of all improvements,
       easements, party walls, sidewalks, roadways, utility lines, and other
matters shown customarily on such surveys, and showing access 
  affirmatively to public streets and roads, which survey shall be
reasonably satisfactory to the Buyer; and                     

           (c) With respect to each parcel of Leased Real Property
       Related to the Business and which is listed on Section 3.16(b) of the
        Escalade Disclosure Schedule as a property for which a title insurance
     policy is to be procured, an ALTA Leasehold Owner's Policy of Title
       Insurance - 1987 (or equivalent policy acceptable to the Buyer if the
        real property is located in a state in which an ALTA Leasehold Owner's
      Policy of Title Insurance - 1987 is not available) issued by a title
    insurer satisfactory to the Buyer (and, if requested by the Buyer,
      reinsured in whole or in part by one or more insurance companies and
        pursuant to a direct access agreement acceptable to the Buyer) in such
       amount as the Buyer may reasonably determine (taking into account the
       time cost of money using the Applicable Rate as the discount rate and
   such other factors as whether the fair market rental value of the
         premises exceeds the stipulated consideration in the lease or sublease,
    whether the tenant or subtenant has any option to renew or extend,
      whether the tenant or subtenant owns any improvements located on the
         premises, whether the tenant or subtenant is permitted to sublease, and
         whether the tenant or subtenant would owe any amount under the lease or
       sublease if evicted), insuring title to the leasehold or subleasehold
estate to be in the Buyer as to the Closing.                  

Each title insurance policy delivered under Section 5.10(a) and Section 5.10(c) 
above shall (i) insure title to the real property and all recorded easements    
benefitting such real property,                                                 

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(ii) contain an "extended coverage endorsement" insuring over the general       
exceptions contained customarily in such policies, (iii) contain an ALTA Zoning 
Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that each 
street adjacent to the real property is a public street and that there is direct
and unencumbered pedestrian and vehicular access to such street from the real   
property, (v) contain an inflation endorsement providing for annual adjustments 
in the amount of coverage corresponding to the annual percentage increase, if   
any, in the United States Department of Commerce Composite Construction Cost    
Index, (vi) if the real property consists of more than one record parcel,       
contain a "contiguity" endorsement insuring that all of the record parcels are  
contiguous to one another and (vii) contain a "non-imputation" endorsement to   
the effect that title defects known to the officers, directors and stockholders 
of the owner prior to the Closing shall not be deemed "facts known to the       
insured" for purposes of the policy and (viii) contain an endorsement insuring  
that each parcel of owned real property described in each of the title insurance
policies is the same real estate as shown on each of the Surveys delivered under
Section 5.10(b) with respect to such property.                                  

                  (d) If the title insurance policies and surveys obtained under
    this Section 5.10 contain any matters which the Buyer, in its sole
discretion reasonably exercised, finds objectionable ("Title  
       Objections"), the Buyer shall notify the Selling Parties of its Title
        Objections in one or more written notices ("Objection Notices") within
     thirty-five (35) days of the date of this Agreement. Upon receiving
         (each of) the Buyer's Objection Notices, the Selling Parties shall have
     a period of thirty (30) days to make all reasonable efforts to cure
    Buyer's Title Objections to the Buyer's satisfaction, spending all
        necessary funds, instituting and prosecuting any action or proceeding,
         and otherwise taking any and all measures to cure or remove the Buyer's
      Title Objections. In no event, however, shall the Selling Parties be
    obligated to spend more than $100,000 to cure such matters. If the
       Selling Parties are unable to cure the Buyer's Title Objections after
       having used all reasonable efforts to do so, then the Selling Parties
       shall promptly notify the Buyer in writing of such inability to cure,
   and the Buyer shall then have ten (10) days after receipt of such
       written notice from the Selling Parties to elect, at the Buyer's sole
option, between the following alternatives:                   

 (i)      accept title to the Owned Real Property or Leased Real
                 Property, as the case may be, subject to the Title Objections
                without any diminution in consideration paid therefor to the
Selling Parties; or                         

    (ii)     terminate this Agreement by written notice to the Selling
Parties.                                    

       If the Buyer does not provide timely notice to the Selling Parties of
its Title Objections or elects to accept title notwithstanding any Title        
Objections which it may have, then all matters shown on the title commitments   
and surveys shall be and become "Permitted Exceptions."                         

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       Notwithstanding the foregoing, the Selling Parties shall on or before
the Closing Date remove and discharge from the title to all of the Owned Real   
Property any mortgage, deed of trust, financing statement, lien, or judgment or 
other encumbrance or title exception of a monetary nature (collectively,        
"Monetary Liens").                                                              

            (e) With respect to each parcel of Real Property located
        outside the United States and included in the Acquired Assets or owned
      by any Transferred Foreign Subsidiary, Escalade shall provide to the
         Buyer prior to Closing local counsel opinions with respect to title and
      other matters in form and substance satisfactory to the Buyer and as
are customary in such jurisdictions.                          

        (f) The out-of-pocket costs and expenses incurred in
 connection with the title insurance policies, surveys and legal
      opinions obtained pursuant to this Section 5.10 shall be paid by the
Buyer at Closing.                                             

5.11.    [Reserved.]                                          

5.12.    Employment Matters; Benefits.                        

     (a) General. Buyer intends to offer employment to
        substantially all employees of the Selling Parties who are actively at
    work on the Closing Date and, at least five business days prior to
  Closing, the Buyer will provide to Escalade a list of all of the
     employees of the Selling Parties to whom the Buyer intends to offer
employment at Closing (the "Designated Employees"). As of the 
      commencement of any Designated Employee's employment with the Buyer,
    such Designated Employee's employment with any Selling Party shall
 cease. Employment of certain of the Designated Employees may be
        contingent on such Designated Employee entering into an Employment and
      Noncompetition Agreement mutually satisfactory to the Buyer and such
     Designated Employees. Except as otherwise expressly provided in the
        Agreement, each Selling Party shall be responsible for all Liabilities
     with respect to any employees of such Selling Party who (i) are not
       Designated Employees or (ii) do not accept employment with the Buyer,
         including without limitation Liabilities with respect to termination of
        employment. Buyer intends to provide to those Designated Employees who
   accept employment as contemplated hereby base salary and medical,
welfare and retirement benefits which in the aggregate are    
         substantially similar to those currently offered by the Selling Parties
    for a period lasting at least through December 31, 1998; provided,
however, that nothing contained herein is intended or shall be
         construed to provide to any Designated Employee any right to employment
   or continued employment for any specified period, or to limit the
      ability of the Buyer to amend, merge or terminate any one or more of
the Assigned Plans at any time.                               

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               (b) 401(k)/125 Elections. In connection with the assumption
    of the Indian Industries/Harvard Sports 401(k) Plan and the Indian
        Industries Employee Benefit Redirection Plan, all elections made under
         such plans by Designated Employees prior to the Closing shall remain in
effect after Closing unless and until changed in accordance   
with such plans.                                              

                 (c) WARN Compliance, etc. Escalade and/or the Selling Parties
   shall be responsible for providing any notice to the employees of
Escalade and/or the Selling Parties and their authorized      
   representatives required by the Workers Adjustment and Retraining
         Notification Act, 29 U.S.C. Section 2101 et seq. ("WARN"), or any state
  plant closing or notification law, as a result of any employment
actions taken at any time prior to Closing and Buyer shall be 
      responsible for providing any notice to employees of Escalade and/or
      the Selling Parties and their authorized representatives required by
         WARN or any state plant closing or notification law, as a result of any
      employment actions taken at any time after Closing. Escalade and the
       Selling Parties will not furlough, layoff or terminate the employment
         of any employees of Escalade and/or the Selling Parties employed in the
     Business, other than "for cause", as set forth at 29 U.S.C. Section
       2101(a)(6), at any time prior to Closing without the prior consent of
        Buyer. Escalade shall indemnify the Buyer from and against, any Losses
     which may be incurred by Buyer as a result of Escalade's and/or the
         Selling Parties' failure to provide any notice required by this Section
        5.12(c) and the Buyer shall indemnify Escalade and the Selling Parties
       from and against any Losses which may be incurred by any of them as a
  result of Buyer's failure to provide any notice required by this
      Section 5.12(c). Upon request, Escalade will promptly provide to the
 Buyer complete information regarding all layoffs, terminations,
        furloughs and firings that have occurred since January 1, 1998 and any
       other information that the Buyer may reasonably request to permit the
      Buyer to comply with WARN or any state plant closing or notification
law.                                                          

                 (d) Prior Service Credits. Buyer shall recognize service with
      the Selling Parties for all purposes where service is relevant under
     any Assigned Plan or under any other fringe benefit plan offered to
  Designated Employees by the Buyer, including without limitation,
         eligibility for benefits, vesting, computation of vacation accruals and
         sick leave and calculation of waiting periods under a disability plan).
       In addition, Buyer shall use its reasonable best efforts to recognize
 and provide credit for any deductibles paid by participants and
dependents for the current plan year in any Assigned Plan.    

                  (e) Vacation. Buyer shall recognize and credit for the benefit
       of each Designated Employee who accepts employment with the Buyer his
        or her vacation time that is accrued under the policies of the Selling
      Parties in effect on the date of this Agreement but unused as of the
Closing Date.                                                 

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              (f) Certain Medical Expenses. Buyer shall cause to be paid
  under the Assigned Plan Indian Health Insurance Plan #501 claims
    described under (A) or (B) below, where (A) is the claims properly
     payable under such plan that were incurred prior to Closing but not
       paid as of the Closing with respect to participants and beneficiaries
     other than those described in (B) below; and (B) is claims properly
        payable with respect to participants and beneficiaries under such plan
       who are covered pursuant to their exercise of rights under COBRA with
        respect to a qualifying event occurring prior to or in connection with
   the Closing which have not been paid as of the Closing; provided,
    however, that Escalade shall reimburse the Buyer within 60 days of
       request for payment for: (x) claims paid under (A) above which exceed
    the amount of assets available to Buyer for payment under the VEBA
    Trust associated with such plan as of the Closing, (y) claims paid
   under (B) above to the extent they exceed the sum of the premiums
     received by Buyer with respect to such participants plus any assets
      remaining in the VEBA Trust available to Buyer for payment after all
claims described in (A) above are paid, and (z) any additional
       reasonable administrative costs incurred by Buyer that would not have
     been incurred but for its agreement to undertake payment under this
 paragraph, including, without limitation, employee expenses and
    additional service charges. In addition, at Closing, Escalade will
         cause the VEBA Trust associated with the Indian Industries Plan #501 to
    be funded in a manner sufficient to cover estimated claims payable
        under (A) and (B) above, as determined by the Buyer and Escalade after
        consultation with the independent plan administrator for such Plan. An
    amount equal to the excess, if any, of (1) the amount in such VEBA
      Trust at Closing over (2) the amount of claims payable under (A) and
(B) above shall be promptly returned to Escalade after final  
      determination of such claims payable; provided, that such returnable
   amount shall be reduced by any amount owed to the Buyer under (z)
above.                                                        

5.13.    [Reserved.]                                          

        5.14. Change of Corporate Name. The parties intend that from and after
the Closing Date, each of Escalade and the Selling Parties shall change its     
corporate name. Escalade shall change its name to Martin Yale Group, Inc. or    
such name as is acceptable to Buyer and each Selling Party shall change its name
to a name acceptable to Buyer. Accordingly, at Closing, each of the Selling     
Parties and Escalade shall deliver to the Buyer a duly executed and acknowledged
certificate of amendment to its charter or other appropriate document which is  
required to change Escalade's corporate name (from and after the Closing Date). 
Following Escalade's receipt of the Purchase Price, Escalade will immediately   
cause to be filed such certificates or other documents in order to effectuate   
such changes of names. Each Selling Party and Escalade will execute and deliver,
from time to time promptly upon request, such additional documents as may be    
required to give effect to such name change and to permit the Buyer to use fully
the names listed in Section 2.1(k) of the Escalade Disclosure Schedule and any  
variations or derivatives that Buyer may elect.                                 

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       5.15. Bulk Sales Compliance. All Parties hereby waive compliance with
the provisions of the bulk transfer laws in any jurisdiction. No Party shall be 
under any obligation to comply with any such bulk transfer law.                 

   5.16. Sales and Use Taxes and Tax Clearance Certificates. Each of
Escalade and the Buyer agrees to pay one-half of all sales and use Taxes on the 
transfer of the Acquired Assets hereunder. Escalade and the Selling Parties will
apply for sales and use tax clearance certificates from the relevant            
Governmental Authorities. Escalade and the Selling Parties will use their       
commercially reasonable efforts to obtain each such certificates on or prior to 
the Closing Date.                                                               

     5.17. Section 338 Election and other Tax Matters. (a) Escalade, the
Transferred Foreign Subsidiaries, and the Selling Parties recognize that the    
Buyer may make an election under Code section 338 with respect to the sale of   
the stock of either or both of the Transferred Foreign Subsidiaries hereunder.  

         (b) If Escalade or a Selling Party desires to transfer certain Acquired
Assets (the "Exchange Assets") in a like-kind exchange under section 1031 of the
Code (the "Exchange"), Buyer will, upon written notification by Escalade or a   
Selling Party not later than four business days prior to the Closing, pay that  
portion of the Purchase Price allocable to the Exchange Assets to a Person      
designated by Escalade or a Selling Party, which Person in the opinion of       
Escalade constitutes a "qualified intermediary" (as defined in Treasury         
Regulation section 1.1031(k)-1(g)(4)), which payment shall satisfy the Buyer's  
obligation to make payment for the Exchange Assets, and will otherwise use      
commercially reasonable efforts to cooperate with Escalade and the Selling      
Parties in the effectuation of the Exchange, provided that (i) Buyer incurs no  
additional costs, expenses, liabilities, obligations or other financial exposure
with respect to the Exchange Assets or the Exchange; (ii) neither the Exchange  
nor the assignment of the portion of the Purchase Price allocable to the        
Exchange Assets, as discussed above, relieves Escalade or any Selling Party of  
any of its duties or obligations herein and Buyer's rights, including, without  
limitation, Buyer's rights as a result of the representations, warranties,      
covenants or agreements made under this Agreement, and Buyer's rights under any 
noncompetition agreement, are preserved to the satisfaction of Buyer; and (iii) 
except for the obligation of Buyer set forth in this subsection upon timely     
written notification to by Escalade or a Selling Party to pay a portion of the  
Purchase Price to the Person designated by Escalade or a Selling Party, Buyer   
has no liability or obligation to Escalade or any Selling Party for the failure 
of the contemplated exchange to qualify as a like-kind exchange under Section   
1031 of the Code.                                                               

         (c) The Buyer, Escalade, the Transferred Foreign Subsidiaries, and each
of the Selling Parties will cooperate with each other, including by providing   
such information and records as may be reasonably requested, in connection with 
the preparation of any Tax Return or any Tax audit or proceeding.               

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   (d) Escalade and the Selling Parties shall prepare or cause to be
prepared and file or cause to be filed all Tax Returns for the Transferred      
Foreign Subsidiaries for all periods ending on or prior to the Closing Date     
which are filed after the Closing Date. Escalade and the Selling Parties shall, 
at the request of Buyer, permit Buyer to review and comment on each such Tax    
Return described in the preceding sentence prior to filing.                     

     5.18. Further Assurances. At any time and from time to time, at the
request of the Buyer and without further consideration, the Selling Parties and 
Escalade will execute and deliver such other instruments of sale, transfer,     
conveyance, assignment and confirmation and take such action as the Buyer may   
reasonably determine is appropriate to transfer, convey and assign to the Buyer,
and to confirm the Buyer's title to or interest in the Acquired Assets and to   
put the Buyer in actual possession and operating control thereof free and clear 
of all Liens. At any time and from time to time, at the request of the Buyer and
without further consideration, Escalade and the Selling Parties will fully      
cooperate with the Buyer in connection with preparation of any audited financial
statements in accordance with Regulation S-X promulgated under the Securities   
Act with respect to the Business which might be required for any filings of the 
Buyer or its Affiliates with the Securities and Exchange Commission (the        
"Commission").                                                                  

5.19.    [Reserved.]                                          

5.20.    [Reserved.]                                          

         5.21. Continued Existence. Escalade agrees not to take any action prior
to the fifth anniversary of the Closing Date which would be reasonably likely to
impair its ability to fulfill its obligations under this Agreement, including   
without limitation undertaking any Extraordinary Dividend, voluntary dissolution
or liquidation, any merger or consolidation (in which it is not the surviving   
entity) or any sale of all or substantially all of its stock or assets, unless  
prior to the consummation of such action Escalade delivers or causes to be      
delivered to a mutually acceptable bank, which will serve as a letter of credit 
escrow agent on terms mutually acceptable to Escalade, the Buyer and such bank, 
an irrevocable letter of credit in an amount equal to $8.0 million minus any    
indemnification payments made by Escalade pursuant to Section 9.2(a) prior to   
the date thereof and having drawing and other terms and conditions reasonably   
satisfactory to Escalade and the Buyer. Such letter of credit shall be issued by
a financial institution of national reputation which in the aggregate owns and  
invests on a discretionary basis at least $1 billion in securities and which has
a net worth of at least $100 million, and shall be drawn from time to time in   
payment of any future indemnification payments determined to be payable by      
Escalade pursuant to Section 9.2. The letter of credit shall terminate upon the 
later of the fifth anniversary of the Closing Date or the final resolution of   
any demands for indemnification pending as of such fifth anniversary, provided  
that on the fifth anniversary if any claims are pending, the amount of the      
letter of credit may be reduced to the maximum amount that could be payable upon
such claims.                                                                    

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5.22.    Proxy Statement.                                     

             (a) Within seven business days following the date of this
    Agreement, Escalade shall prepare and file the Proxy Statement and
         shall use all reasonable efforts to have the Proxy Statement cleared by
         the Commission as promptly as practicable, and, in addition, shall also
         take any action required to be taken under applicable law in connection
with the consummation of the transactions contemplated by this
      Agreement. Escalade will provide the Buyer with a draft of the Proxy
         Statement and a reasonable opportunity to comment thereon prior to such
  filing. The Proxy Statement will conform to all applicable Laws.
 Escalade and the Selling Parties shall promptly take such other
         actions, as may reasonably be requested by the Buyer in connection with
the provisions of this Section 5.22.                          

           (b) Prior to the date of approval of the Acquisition by
Escalade's stockholders, Escalade shall correct promptly any  
    information in the Proxy Statement that shall have become false or
       misleading in any material respect and shall take all steps necessary
    to file with the Commission and have cleared by the Commission any
      amendment or supplement to the Proxy Statement as so corrected to be
        disseminated to the stockholders of Escalade to the extent required by
   applicable law. Without limiting the generality of the foregoing,
       Escalade shall notify the Buyer and Parent promptly of the receipt of
         the comments of the Commission and of any request by the Commission for
     amendments or supplements to the Proxy Statement, or for additional
       information, and shall supply the Buyer and Parent with copies of all
    correspondence between Escalade or its representatives, on the one
      hand, and the Commission or members of its staff, on the other hand,
       with respect to the Proxy Statement. If at any time prior to Escalade
   Stockholders Meeting (as defined in Section 3.4 hereof) any event
        should occur relating to Escalade, Buyer or Parent or their respective
         officers or directors which is required to be described in an amendment
         or supplement to the Proxy Statement, the parties shall promptly inform
         each other. Whenever any event occurs which is required to be described
         in an amendment or a supplement to the Proxy Statement, Escalade, Buyer
      and Parent shall, upon learning of such event, cooperate in promptly
       preparing, filing and clearing with the Commission and mailing to the
  stockholders of Escalade such amendment or supplement; provided,
     however, that, prior to such mailing, (i) Escalade and Parent shall
       consult with each other with respect to such amendment or supplement,
        (ii) shall afford each other reasonable opportunity to comment thereon
 and (iii) each such amendment or supplement shall be reasonably
satisfactory to the other.                                    

       5.23. Stockholders Meeting. Escalade shall call and hold the Escalade
Stockholders Meeting as promptly as practicable and in accordance with          
applicable laws for the purpose of voting upon the approval of the Acquisition, 
the adoption of this Agreement, the change of corporate name of Escalade        
contemplated by Section 5.14 and such other matters as may be required. Unless  
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Escalade's Board of Directors in good faith, the Board of Directors of Escalade 
shall (i) recommend approval of the transactions contemplated by this Agreement 
by the stockholders of Escalade and include in the Proxy Statement such         
recommendation and (ii) use all reasonable efforts to solicit from stockholders 
of Escalade proxies in favor of adoption of this Agreement and approval of the  
transactions contemplated hereby, and shall take all other action necessary or  
advisable to secure the vote or consent of stockholders to obtain such          
approvals.                                                                      

6.       Conditions to Obligation to Close.                                     

         6.1. Conditions to Obligations of the Buyer and Parent. The obligations
of the Buyer and Parent to consummate the transactions to be performed by it in 
connection with the Closing is subject to satisfaction or waiver at or prior to 
the Closing of the following conditions:                                        

               (a) Representations and Warranties. The representations and
         warranties set forth in Section 3 hereof shall be true and correct when
       made and shall be true and correct as of the Closing Date (except for
         representations and warranties as are expressly made only as of another
         specified date, which shall be true and correct as of such other date);

                (b) Performance by Escalade and the Selling Parties. Each of
         Escalade and the Selling Parties shall have performed and complied with
        all of its covenants, agreements and obligations hereunder through the
Closing;                                                      

                  (c) Absence of Litigation. No action, suit or proceeding shall
       be pending or threatened before any Governmental Authority wherein an
         unfavorable injunction, judgment, order, decree, ruling or charge could
  reasonably be expected to (i) prevent consummation of any of the
    transactions contemplated by this Agreement, (ii) cause any of the
       transactions contemplated by this Agreement to be rescinded following
      consummation or (iii) affect adversely the right of the Buyer to own
         the Acquired Assets or to operate the Business (and no such injunction,
judgment, order, decree, ruling or charge shall be in effect);

                  (d) No Material Adverse Change. Since December 27, 1997, there
         shall not have been any change, circumstance or event which constitutes
  or has resulted in, or that is reasonably likely to result in, a
      Material Adverse Effect other than any Material Adverse Effect that:
      (i) arises predominantly by reason of a general deterioration in the
  economy or in the sporting goods industry after the date of this
        Agreement or (ii) arises predominantly out of either the disclosure of
     the fact that it is the Parent or the Buyer that is the prospective
      acquiror of the Business or out of any action taken by the Parent or
        the Buyer after the date hereof and does not arise out of or relate to
any act or omission by Escalade or any of its Affiliates;     

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                 (e) Certificates. Escalade and the Selling Parties shall have
       delivered to the Buyer a certificate, executed by the chief executive
        officer or chief financial officer of each of Escalade and the Selling
       Parties, to the effect that each of the conditions specified above in
Section 6.1(a)-(d) is satisfied in all respects;              

             (f) Consents. Escalade and the Selling Parties shall have
        procured all of the governmental approvals, consents or authorizations
        and third party consents specified in Section 3.3(a) and 3.3(b) to the
Escalade Disclosure Schedule;                                 

                  (g) Bank Facility. Escalade and the Selling Parties shall have
 obtained any required consent of any lenders, including without
    limitation Bank One, Indianapolis, N.A. ("Bank One") and the other
       lenders under the Bank Facility. Bank One and the other lenders under
         the Bank Facility and any other financing sources shall have terminated
   any and all liens and security interests relating to the Acquired
         Assets and the Business relating to obligations under the Bank Facility
or other agreements and the release of the Transferred Foreign
Subsidiaries from any claims and the discharge of any of their
    respective obligations relating to the Bank Facility or such other
agreements;                                                   

             (h) Financing. The Buyer shall have obtained on terms and
 conditions consistent with the Commitment Letters and otherwise
         satisfactory to it all of the financing it needs in order to consummate
 the transactions contemplated hereby and the lenders shall have
provided the funds contemplated thereby;                      

              (i) Opinion. The Buyer shall have received from counsel to
        Escalade and the Selling Parties opinions (including opinions of local
        and foreign counsel) substantially in the forms previously provided by
       Buyer to Escalade and the Selling Parties, addressed to the Buyer and
dated as of the Closing Date;                                 

                (j) Stockholder Approval. This Agreement and the Acquisition
   shall have been approved and adopted by the requisite vote of the
stockholders of Escalade;                                     

(k)  [Reserved];                            

(l)  [Reserved];                            

                (m) Stand-Alone Audited Financial Statements The Stand-Alone
 Financial Statements shall be substantially consistent with the
    unaudited stand-alone financial information regarding the Business
        previously provided by Escalade to the Parent (provided, however, that
        unless the Buyer has stated its objection to the Stand-Alone Financial
         Statements in writing within 10 business days following receipt thereof
      pursuant to Section 5.6 hereof the condition to closing set forth in
this Section 6.1(m) shall be deemed to have been satisfied);  

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            (n) FIRPTA Certificate. Escalade and each of the Selling
Parties shall have delivered to the Buyer, in form and manner 
  satisfactory to the Buyer, a statement certifying, respectively,
Escalade's or the Selling Party's status as a U.S. person and 
 providing, respectively, Escalade's or the Selling Party's U.S.
       taxpayer identification number, as contemplated by Section 1445(b)(2)
of the Code; and                                              

                  (o) All Necessary Actions. All actions to be taken by Escalade
    and the Selling Parties in connection with the consummation of the
  transactions contemplated hereby and all certificates, opinions,
     instruments and other documents required to effect the transactions
 contemplated hereby will be reasonably satisfactory in form and
substance to the Buyer.                                       

The Parent and the Buyer may waive any condition specified in this Section 6.1  
if they execute a writing so stating at or prior to the Closing and such waiver 
shall not be considered a waiver of any other provision in this Agreement unless
the writing specifically so states.                                             

         6.2. Conditions to Obligations of Escalade and the Selling Parties. The
obligation of Escalade and each of the Selling Parties to consummate the        
transactions to be performed by it in connection with the Closing is subject to 
satisfaction or waiver at or prior to the Closing of the following conditions:  

               (a) Representations and Warranties. The representations and
         warranties set forth in Section 4 hereof shall be true and correct when
       made and shall be true and correct as of the Closing Date (except for
        representations and warranties as are hereunder expressly made only as
       of another specified date, which shall be true and correct as of such
other date);                                                  

            (b) Performance by the Parent and the Buyer. Each of the
        Parent and the Buyer shall have performed and complied with all of its
      covenants, agreements and obligations hereunder through the Closing;

                  (c) Absence of Litigation. No action, suit or proceeding shall
       be pending or threatened before any Governmental Authority wherein an
         unfavorable injunction, judgment, order, decree, ruling or charge could
  reasonably be expected to (i) prevent consummation of any of the
      transactions contemplated by this Agreement or (ii) cause any of the
       transactions contemplated by this Agreement to be rescinded following
       consummation (and no such injunction, judgment, order, decree, ruling
or charge shall be in effect);                                

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                 (d) Certificates. Each of the Parent and the Buyer shall have
       delivered to Escalade a certificate of its chief executive officer or
    chief financial officer, to the effect that each of the conditions
     specified above in Section 6.2(a)-(c) is satisfied in all respects;

                 (e) Opinion. Escalade shall have received from counsel to the
      Parent and the Buyer an opinion substantially in the form previously
         provided by Escalade to the Parent and the Buyer, addressed to Escalade
and dated as of the Closing Date;                             

                (f) Stockholder Approval. This Agreement and the Acquisition
        and the change of Escalade's corporate name as contemplated by Section
        5.14 hereof shall have been approved and adopted by vote of holders of
a majority of the outstanding common stock of Escalade; and   

             (g) All Necessary Actions. All actions to be taken by the
 Buyer and the Parent in connection with the consummation of the
  transactions contemplated hereby and all certificates, opinions,
     instruments and other documents required to effect the transactions
 contemplated hereby will be reasonably satisfactory in form and
substance to Escalade and the Selling Parties.                

Escalade may waive, on behalf of the Selling Parties, any condition specified in
this Section 6.2 if it executes a writing so stating at or prior to the Closing 
and such waiver shall not be considered a waiver of any other provision in this 
Agreement unless the writing specifically so states.                            

7. Confidentiality Obligation of Selling Parties. For a period of three years   
from and after the Closing, each of Escalade and the Selling Parties will treat 
and hold as such all of the Confidential Information, refrain from using or     
disclosing any of the Confidential Information, except to their counsel,        
accountants and representatives in connection with this Agreement, and upon     
termination of this Agreement pursuant to Section 10 hereof, deliver promptly to
the Buyer (or at the request and option of the Buyer destroy) all tangible      
embodiments (and all copies) of the Confidential Information which are in their 
possession. In the event that any of Escalade and the Selling Parties is        
requested or required by any legal proceeding, interrogatory, subpoena, civil   
investigative demand or similar process to disclose any Confidential            
Information, such Person will notify the Buyer promptly of the request or       
requirement so that the Buyer may seek an appropriate protective order or waive 
compliance with the provisions of this Section 7. If, in the absence of a       
protective order or the receipt of a waiver hereunder, Escalade or any of the   
Selling Parties is, on the advice of counsel, compelled to disclose any         
Confidential Information to any tribunal or else stand liable for contempt, such
Person may disclose the Confidential Information to the tribunal; provided,     
however, that such Person shall use commercially reasonable efforts to obtain,  
at the request of the Buyer, an order or other assurance that confidential      
treatment will be accorded to such portion of the Confidential Information      
required to be disclosed as the Buyer shall designate.                          

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8.       Noncompetition.                                                        

(a) Each of Escalade and the Selling Parties agree that, in   
consideration of the purchase by the Buyer hereunder, it and they shall not, on 
or prior to the date which is five years after the Closing Date, directly or    
indirectly, run, own, manage, operate, control, be employed by, provide         
consulting services to, participate in, lend their name to, invest in or be     
connected in any manner with the management, ownership, operation or control of 
any business, venture or activity which competes, directly or indirectly, in    
whole or in part, with the Business as conducted at the Closing Date by         
Escalade, The Transferred Foreign Subsidiaries and the Selling Parties or       
otherwise design, manufacture, sell or distribute products or provide services  
similar to those of the Products.                                               

       (b) Each of Escalade and the Selling Parties further agree that for a
period of five years after the Closing Date such Person will not directly or    
indirectly without the prior written consent of the Buyer, recruit, offer       
employment, employ, engage as a consultant, lure or entice away or in any other 
manner persuade or attempt to persuade any Designated Employee, or any other    
employee of the Buyer (including the Business sold to the Buyer hereunder) or   
any Subsidiary, group or division of the Buyer or any Affiliate thereof         
(including the Buyer), to leave the employ of the Buyer, provided, however, that
Escalade and the Selling Parties may employ or engage as a consultant any such  
Person: (i) who is not offered employment by the Buyer as of the Closing Date or
who is hired by the Buyer the employment of whom is subsequently terminated by  
the Buyer thereafter or (ii) who initiates contact with Escalade or any Selling 
Party regarding potential employment on his or her own initiative without any   
direct or indirect solicitation by or encouragement from Escalade or any Selling
Party or who responds to an advertisement Escalade or any Selling Party has     
placed in a newspaper, trade journal or other publication with respect to       
employment opportunities without any direct or indirect encouragement from      
Escalade or any Selling Party, provided, however, that in the case of any hiring
of the type contemplated by clauses (ii) above, Escalade or the Selling Party,  
as the case may be, will refrain from making any offer to hire until at least   
six months after such Person's employment with the Buyer is terminated.         

9.       Indemnification.                                                       

9.1. Survival of Representations and Warranties. All of the   
representations and warranties of each of Escalade and the Selling Parties      
(except for those contained in Sections 3.1 (Organization of the Selling        
Parties), 3.2 (Authorization of Transaction), 3.5 (Brokers' Fees), 3.6 (Title to
Assets), 3.15 (Taxes), 3.26 (Employee Benefits), 3.27 (Environment), and 3.35   
(Disclosure) hereof) contained in this Agreement or in any document, certificate
or other instrument required to be delivered hereunder shall survive the Closing
and continue in full force and effect until the date which is the earlier of (x)
60 days following the availability of audited financial statements for the      
fiscal period ended December 31, 1999 for the Business as then                  

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conducted by the Buyer and (y) June 30, 2000. The representations and warranties
of each of Escalade and the Selling Parties contained in Section 3.27 hereof    
shall survive the Closing and shall continue in full force and effect for a     
period of three years thereafter. The representations and warranties of each of 
Escalade and the Selling Parties contained in Sections 3.1, 3.2, 3.5, 3.6, 3.15,
3.26 and 3.35 hereof shall survive the Closing and shall continue in full force 
and effect without limit as to time (subject to any applicable statutes of      
limitations and any extensions or waivers thereof). All of the representations  
and warranties of the Buyer (except for those contained in Sections 4.1         
(Organization of the Buyer), 4.2 (Authorization of Transaction) and 4.4         
(Brokers' Fees) hereof) contained in this Agreement or in any document,         
certificate or other instrument required to be delivered hereunder shall survive
the Closing and continue in full force and effect until the date which is which 
is 60 days following the availability of audited financial statements for the   
fiscal period ended December 31, 1999 for the Business as then conducted by the 
Buyer. The representations and warranties of the Buyer contained in Sections    
4.1, 4.2 and 4.4 hereof shall survive the Closing and shall continue in full    
force and effect without limit as to time (subject to any applicable statutes of
limitations and any extensions or waivers thereof). The termination of any such 
representation and warranty of Escalade or any of the Selling Parties or the    
Buyer, as the case may be, however, shall not affect any claim for breaches of  
representations or warranties if written notice thereof is given to the         
breaching party or parties prior to the relevant termination date. All          
covenants, agreements and indemnities of Escalade, any of the Selling Parties   
and the Buyer contained in this Agreement or in any document, certificate or    
other instrument required to be delivered hereunder shall, unless otherwise     
specifically provided herein or therein, survive the Closing and continue in    
full force forever.                                                             

      9.2. Indemnity by Escalade and the Selling Parties. Each of Escalade
and the Selling Parties hereby jointly and severally indemnify and agree to     
defend and hold harmless the Buyer, the Parent, and their respective directors, 
officers and Affiliates from, against and in respect of all Liabilities,        
obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings,  
damages, dues, assessments, Taxes, losses, fines, penalties, injuries,          
deficiencies, demands, expenses, fees, costs, amounts paid in settlement        
(including reasonable attorneys' and expert witness fees and disbursements in   
connection with investigating, defending or settling any action or threatened   
action), arising out of any claim, complaint, demand, cause of action, audit,   
investigation, hearing, action, suit or other proceeding asserted or initiated  
or otherwise existing in respect of any matter (collectively, "Losses") that    
result from:                                                                    

                 (a) (x) The inaccuracy of any representation or warranty made
         by Escalade or any of the Selling Parties herein, including as a result
      of any misrepresentation in or omission from any schedule, document,
         certificate or other instrument required to be furnished by Escalade or
any of the Selling Parties hereunder (in each case, as such   
representations and warranties would read if all references to
        materiality and Material Adverse Effect were deleted therefrom) or (y)
        any Liability retained by Escalade and the Selling Parties pursuant to
         Section 2.4(o) hereof; provided, however, that (i) each of Escalade and
  the Selling Parties shall be liable under this Section 9.2(a) in
respect of Losses only to the                                 

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      extent that the aggregate amount of such Losses exceeds $750,000 and
   (ii) the liability of Escalade and the Selling Parties under this
  Section 9.2(a) in respect of Losses shall not exceed $8,000,000;
        provided, further, that the $750,000 threshold set forth in clause (i)
        above shall not apply to any Losses that result from the inaccuracy of
       any representation or warranty made by Escalade or any of the Selling
  Parties contained in Sections 3.1, 3.2, 3.5, 3.15, 3.26 and 3.27
  hereof, or any claim based on fraud or any Liability retained by
        Escalade and the Selling Parties pursuant to Section 2.4(o) hereof and
        the $8,000,000 limit set forth in clause (ii) above shall not apply to
     any Losses that result from the inaccuracy of any representation or
      warranty made by Escalade or any of the Selling Parties contained in
      Sections 3.1, 3.2, 3.5 and 3.15 hereof, or any claim based on fraud;

                 (b) The breach or nonfulfillment of any agreement or covenant
      of Escalade or any of the Selling Parties contained herein or in any
        agreement or instrument entered into by Escalade or any of the Selling
Parties in connection herewith; and                           

               (c) Any Liability of Escalade or any of the Selling Parties
       which is not an Assumed Liability (including, without limitation, any
         such Liability of Escalade or any of the Selling Parties that becomes a
         Liability of the Buyer under any bulk transfer law of any jurisdiction,
under any common law doctrine of de facto merger or successor 
   liability, or otherwise by operation of Law) and any Taxes of the
    Transferred Foreign Subsidiaries attributable to any tax period or
       portion thereof through the Closing Date, but excepting therefrom any
      Liabilities retained by Escalade and the Selling Parties pursuant to
       Section 2.4(o) hereof (which Liabilities are covered by clause 9.2(a)
above).                                                       

In the event that Escalade or any of the Selling Parties may be obliged to      
indemnify the same Party under both subsection (a) and subsection (b) or (c) of 
this Section 9.2, their obligation under subsection (b) or (c) shall be         
controlling and the time and dollar limitations (if any) provided in Sections   
9.1 and 9.2(a) hereof relating to their obligations in respect of Losses        
resulting from the inaccuracy of any representation and warranty, or any        
misrepresentation or breach of warranty as described in Section 9.2(a) hereof   
shall not apply. Any claim for indemnification brought pursuant to Section      
9.2(b) or (c) must be brought within the applicable statute of limitations and  
any extensions or waivers thereof. Notwithstanding any provision of this        
Agreement to the contrary, any claim with respect to Environmental Liabilities  
and Costs retained by Escalade and the Selling Parties pursuant to Section      
2.4(o) must be brought within three years of the Closing Date. The Buyer on     
behalf of Parent or itself shall provide Escalade and the Selling Parties with  
written notice of any claim made in respect of the indemnification provided in  
this Section 9.2, whether or not arising out of a claim by a third party.       

   9.3. Indemnity by the Buyer and the Parent. Each of the Buyer and
Parent hereby indemnifies and agrees to defend and hold harmless each of        
Escalade and the Selling Parties and their respective directors, officers and   
Affiliates from, against and in respect of all Losses that result from:         

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                (a) The inaccuracy of any representation or warranty made by
the Buyer or Parent herein, including as a result of any      
misrepresentation in or omission from any schedule, document, 
       certificate or other instrument required to be furnished by the Buyer
or Parent hereunder (in each case, as such representations and
     warranties would read if all references to materiality and Material
         Adverse Effect were deleted therefrom); provided, however, that (i) the
       Buyer and Parent shall be liable under this Section 9.3(a) in respect
       of Losses only to the extent that the aggregate amount of such Losses
         exceeds $750,000 and (ii) the Buyer's and Parent's liability under this
  Section 9.3(a) in respect of Losses shall not exceed $8,000,000;
        provided, further, that the $750,000 threshold set forth in clause (i)
         above and the $8,000,000 limit set forth in clause (ii) above shall not
apply to any Losses that result from the inaccuracy of any    
         representation or warranty made by the Buyer contained in Sections 4.1,
4.2 and 4.4 hereof or any claim based on fraud;               

                 (b) The breach or nonfulfillment of any agreement or covenant
of the Buyer or Parent contained herein or in any agreement or
        instrument entered into by the Buyer or Parent in connection herewith;
and                                                           

                (c) Any Liability of the Buyer or Parent which is an Assumed
      Liability and any Liability relating to the ownership and use of the
    Acquired Assets by the Buyer or Parent following the Closing Date.

In the event that the Buyer may be obliged to indemnify the same Party under    
both subsection (a) and subsection (b) or (c) of this Section 9.3, its          
obligation under subsection (b) or (c) shall be controlling and the time and    
dollar limitations (if any) provided in Sections 9.1 and 9.3(a) hereof relating 
to its obligations in respect of Losses resulting from the inaccuracy of any    
representation and warranty, or any misrepresentation or breach of warranty as  
described in Section 9.3(a) hereof shall not apply. Any claim for               
indemnification brought pursuant to Section 9.2(b) or (c) must be brought within
the applicable statute of limitations and any extensions or waivers thereof.    
Escalade shall provide, on behalf of itself and the Selling Parties, the Buyer  
and the Parent with written notice of any claim made in respect of the          
indemnification provided in this Section 9.3, whether or not arising out of a   
claim by a third party. Any payment made by Escalade or any of the Selling      
Parties hereunder to Buyer or Parent shall not affect the Buyer's and the       
Parent's obligation pursuant to Section 2.5 hereof to pay the Purchase Price.   

9.4.     Matters Involving Third Parties.                     

      (a) If any third party shall notify any Party (the
         "Indemnified Party") with respect to any matter (a "Third Party Claim")
      which may give rise to a claim for indemnification against any other
 Party (the "Indemnifying Party") under this Section 9, then the
         Indemnified Party shall promptly notify each Indemnifying Party thereof
 in writing; provided, however, that no delay on the part of the
Indemnified Party in notifying any                            

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  Indemnifying Party shall relieve the Indemnifying Party from any
 obligation hereunder unless (and then solely to the extent) the
Indemnifying Party is thereby prejudiced by such delay.       

                (b) Any Indemnifying Party will have the right to defend the
     Indemnified Party against the Third Party Claim with counsel of its
        choice reasonably satisfactory to the Indemnified Party so long as (i)
         the Indemnifying Party notifies the Indemnified Party in writing within
     five days after the Indemnified Party has given notice of the Third
         Party Claim that, subject to the limitations set forth in Sections 9.1,
         9.2 or 9.3, the Indemnifying Party will indemnify the Indemnified Party
       from and against the entirety of any Losses the Indemnified Party may
       suffer resulting from, arising out of, relating to, in the nature of,
 or caused by the Third Party Claim, (ii) the Indemnifying Party
         provides the Indemnified Party with evidence reasonably satisfactory to
 the Indemnified Party that the Indemnifying Party will have the
         financial resources to defend against the Third Party Claim and fulfill
    its indemnification obligations hereunder, if any, (iii) the Third
       Party Claim involves only money damages or otherwise does not seek an
        injunction or other equitable relief that could reasonably be expected
        to have a material adverse effect on the continuing business interests
      of the Indemnified Party, (iv) settlement of, or an adverse judgment
  with respect to, the Third Party Claim is not, in the good faith
       judgment of the Indemnified Party, likely to establish a precedential
         custom or practice that could reasonably be expected to have a material
        adverse effect on the continuing business interests of the Indemnified
        Party and (v) the Indemnifying Party conducts the defense of the Third
Party Claim actively and diligently.                          

           (c) So long as the Indemnifying Party is conducting the
    defense of the Third Party Claim in accordance with Section 9.4(b)
         hereof, (i) the Indemnified Party may retain separate co-counsel at its
         sole cost and expense and participate in the defense of the Third Party
        Claim, (ii) the Indemnified Party will not consent to the entry of any
       judgment or enter into any settlement with respect to the Third Party
   Claim without the prior written consent of the Indemnifying Party
  (which consent shall not unreasonably be withheld) and (iii) the
     Indemnifying Party will not consent to the entry of any judgment or
        enter into any settlement with respect to the Third Party Claim unless
        written agreement is obtained releasing the Indemnified Party from all
Liability thereunder.                                         

            (d) In the event any of the conditions in Section 9.4(b)
      hereof is or becomes unsatisfied, or the Indemnifying Party fails to
    undertake such defense or opposition, or the Indemnified Party has
        determined in its reasonable judgement that having common counsel with
      the Indemnifying Party would present such counsel with a conflict of
interest or that there may be legal defenses available to such
    Indemnified Party which are different from or in addition to those
        available to the Indemnifying Party, (i) the Indemnified Party may, at
       the Indemnifying Party's cost and expense, retain its own counsel and
       defend against, and with the consent of the Indemnifying Party (which

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      consent will not be unreasonably withheld or delayed) may consent to
         the entry of judgment or enter into any settlement with respect to, the
   Third Party Claim in any manner it may deem appropriate, (ii) the
      Indemnifying Party will reimburse the Indemnified Party promptly and
       periodically for the costs of defending against the Third Party Claim
    (including reasonable attorneys' fees and expenses incurred on and
       after the date the Indemnified Party gives notice that it is assuming
        the defense of the Third Party Claim) and (iii) the Indemnifying Party
     will be responsible for any Losses the Indemnified Party may suffer
   resulting from, arising out of, relating to, in the nature of, or
        caused by the Third Party Claim to the extent provided in this Section
9.                                                            

           (e) Notwithstanding anything in this Section 9.4 to the
    contrary, no undertaking of defense or opposition to a Third Party
        Claim shall be construed as an acknowledgment by such party that it is
        liable to the party claiming indemnification with respect to the Third
Party Claim at issue or similar Third Party Claims.           

10.      Termination.                                                           

         10.1.    Termination of Agreement. Certain of the Parties may terminate
this Agreement as provided below:                                               

                  (a) The Parties may terminate this Agreement by mutual written
consent at any time prior to the Closing;                     

                (b) The Buyer may terminate this Agreement by giving written
      notice to Escalade at any time prior to the Closing (i) in the event
         any of the Selling Parties or Escalade has breached any representation,
  warranty or covenant contained in this Agreement in any material
 respect (except to the extent that the aggregate effect of such
        breach(es) would not materially adversely affect the benefits that the
   Buyer is to receive under this Agreement), the Buyer has notified
     Escalade, on behalf of each of the Selling Parties of the breach in
       writing, and the breach has continued without cure for a period of 30
   days after Escalade's receipt of notice of breach; or (ii) if the
    Closing shall not have occurred on or before September 30, 1998 by
    reason of the failure of any condition precedent under Section 6.1
       hereof (unless the failure results primarily from the Buyer breaching
        any representation, warranty or covenant contained in this Agreement);
or (iii) if Escalade or any of its Subsidiaries commences any 
    negotiations or discussions concerning any alternative Acquisition
       Proposal, or (iv) if a tender offer or exchange offer for outstanding
      shares of capital stock of Escalade then representing 35% or more of
       the combined power to vote generally for the election of directors is
      commenced, and the Board of Directors of Escalade does not recommend
        that stockholders not tender their shares into such tender or exchange
         offer; or (v) if any Person shall have acquired beneficial ownership or
        right to acquire beneficial ownership of, or any "group" (as such term
      is defined under Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder), shall                    

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      have been formed that beneficially owns, or has the right to acquire
 beneficial ownership of, outstanding shares of capital stock of
      Escalade then representing 35% or more of the combined power to vote
      generally for the election of directors; provided, however, that the
         Buyer shall not be entitled to terminate by reason of the circumstances
        described in clauses (b)(iv) and/or (b)(v) unless (A) the shareholders
         of Escalade have failed to approve the transactions contemplated hereby
      at the Escalade Stockholders Meeting (on the first date held) or (B)
   the shareholders of Escalade shall have been asked to consider an
  alternative Acquisition Proposal or (C) the Escalade Shareholder
       Meeting is not held on or before the earlier of (x) the 30th business
        day after Escalade is legally permitted to mail the Proxy Statement to
its shareholders or (y) September 15, 1998).                  

          (c) The Selling Parties or Escalade may terminate this
       Agreement by giving written notice to the Buyer and the Parent at any
        time prior to the Closing (i) in the event the Buyer or the Parent has
     breached any representation, warranty or covenant contained in this
   Agreement in any material respect, Escalade has, on behalf of the
       Selling Parties, notified the Buyer and the Parent of the breach, and
         the breach has continued without cure for a period of 30 days after the
      Buyer's receipt of notice of breach or (ii) if the Closing shall not
        have occurred on or before September 30, 1998 by reason of the failure
         of any condition precedent under Section 6.2 hereof (unless the failure
 results primarily from any of the Selling Parties breaching any
        representation, warranty or covenant contained in this Agreement); and

                  (d) The Buyer or Escalade may terminate this Agreement, if (i)
         the Board of Directors of Escalade shall withdraw, modify or change its
    approval or recommendation of this Agreement or the Acquisition or
       shall have resolved to do so in accordance with Section 5.9 hereof or
 (ii) the Board of Directors of Escalade shall have approved and
        recommended to the stockholders of Escalade an alternative Acquisition
       Proposal or determined to pursue an alternative Acquisition Proposal;
provided, that, Escalade shall not be entitled to exercise any
        termination rights under this Section 10.1(d) unless any action of the
      Board of Directors of Escalade is taken by the Board of Directors in
accordance with the standards set forth in Section 5.9 hereof.

                (e) The Buyer or Escalade may terminate this Agreement, upon
   written notice to the other Party, if a Governmental Authority of
   competent jurisdiction shall have made a final and non-appealable
       determination that any required regulatory authorization would not be
        forthcoming (unless the Buyer waives such authorization as a condition
to closing and closing absent such authorization would not be 
    materially adverse to Escalade); provided, however, that the party
      seeking to terminate this Agreement pursuant to this Section 10.1(e)
      has used all commercially reasonable efforts to obtain such required
regulatory authorization.                                     

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                  Notwithstanding the foregoing provisions of this Section 10.1,
       no party may effect a termination hereof if such party is in material
default or breach of this Agreement.                          

     10.2. Effect of Termination. If any Party terminates this Agreement
pursuant to Section 10.1 hereof, all rights and obligations of the Parties      
hereunder shall terminate without any Liability of any Party to any other Party 
(other than pursuant to Sections 11, 12 and 13 hereof, including without        
limitation all subsections thereof); provided, however, that no termination     
shall relieve any Party from any Liability arising from or relating to such     
Party's breach at or prior to termination.                                      

11.      Miscellaneous.                                                         

         11.1. Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter of 
this Agreement prior to the Closing without the prior approval of the Buyer and 
Escalade (on behalf of itself and the Selling Parties); except as may be        
required by applicable law, rule or regulation as determined in good faith after
consideration of the advice of counsel to the party seeking to make a public    
statement, in which case the language of any such statement shall, to the extent
practicable under the circumstances, be mutually agreed to by the parties in    
advance, which agreement shall not be unreasonably withheld. Notwithstanding the
foregoing, Escalade shall, in accordance with its legal obligation, including   
but not limited to filings permitted or required by the Securities Act of 1933, 
as amended, and the Securities Exchange Act of 1934, as amended, the rules of   
the Nasdaq National Market and other similar regulatory bodies, (i) make press  
releases as Escalade deems necessary and appropriate in connection with the     
transactions contemplated by this Agreement, (ii) prepare and file with the     
Securities and Exchange Commission ("SEC") the Proxy Statement and any and all  
amendments thereto, and (iii) prepare and file with the SEC a Current Report on 
Form 8-K relating to this release or filing prior to any publication of same.   
Escalade will use reasonable efforts to provide Buyer with advance drafts of    
such documents and an opportunity to comment thereon. Buyer and Parent may      
comment on same, provided, however, that Escalade shall not be required to      
incorporate any such comments into such releases or filings as determined       
appropriate by Escalade in good faith.                                          

         11.2. No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective  
successors and permitted assigns.                                               

 11.3. Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement between the Parties and    
supersedes any prior understandings, agreements or representations by or between
the Parties (or their respective Affiliates), written or oral, to the extent    
they relate in any way to the subject matter hereof, except for the             
Confidentiality Agreement which shall remain in effect as set forth in Section  
5.5.                                                                            

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       11.4. Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective       
successors and permitted assigns. No Party may assign either this Agreement or  
any of its or his rights, interests or obligations hereunder without the prior  
written approval of the other Parties; provided, however, that (i) the Buyer may
assign any or all of its rights and interests hereunder to one or more of its   
Affiliates and designate one or more of its Affiliates to perform its           
obligations hereunder and (ii) the Buyer and its Affiliates may assign all or   
any portion of its rights hereunder to any of their lenders.                    

   11.5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which        
together will constitute one and the same instrument.                           

      11.6. Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or    
interpretation of this Agreement.                                               

 11.7. Notices. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand, claim 
or other communication hereunder shall be deemed duly given (i) upon            
confirmation of facsimile, (ii) one business day following the date sent when   
sent by overnight delivery via a reputable courier or (iii) on the date received
when mailed by registered or certified mail return receipt requested and postage
prepaid as shown on the U.S. Postal Service receipt evidencing such delivery, at
the following addresses:                                                        

If to any Selling Party, to it at:                            

Escalade, Incorporated                      
817 Maxwell Avenue                          
Evansville, Indiana 47717                   
Fax:  (812) 467-1300                        
Attn:  Mr. John Wilson, CFO                 

With a copy to:                             

Graydon, Head & Ritchey   
1900 Fifth Third Center   
  Cincinnati, Ohio  45202-3157
Fax:  (513) 651-3836      
   Attn:  Richard Schmalzl, Esq.

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If to the Buyer or Parent, to it c/o:                         

Sportcraft, Ltd.                            
313 Waterloo Valley Road                    
Mt. Olive, NJ   07828                       
Fax: (973) 347-7043                         
  Attn:  Messrs. Michael Nally and Frank Ginolfi

With copies to:                             

Bain Capital, Inc.                
Two Copley Place, 7th Floor       
Boston, MA 02116                  
Facsimile: (617) 572-3274         
                     Attention: Messrs. Geoffrey S. Rehnert and Stephen Zide

and to:                           

Nichols, Wolfe, Stamper, Nally,   
Fallis & Robertson, Inc.  
400 Old City Hall Building        
124 East Fourth Street            
Tulsa, Oklahoma  74103-5010       
Fax:  (918) 582-9321              
Attn:  Thomas  P. Nally, Esq.     

and to:                           

Ropes & Gray                      
One International Place           
Boston, MA 02110-2624             
Facsimile: (617) 951-7050         
Attention: Patrick Diaz, Esq.     

Any Party may send any notice, request, demand, claim or other communication    
hereunder to the intended recipient at the address set forth above using any    
other means (including personal delivery, expedited courier, messenger service, 
telecopy, telex, ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have been duly given    
unless and until it actually is received by the intended recipient. Any Party   
may change the address to which notices, requests, demands, claims and other    
communications hereunder are to be delivered by giving the other Parties notice 
in the manner herein set forth.                                                 

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        11.8. Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware without giving    
effect to any choice or conflict of law provision or rule (whether of the State 
of Delaware or any other jurisdiction) that would cause the application of the  
laws of any jurisdiction other than the State of Delaware. Each of the Parties  
hereto acknowledges that it or he has been informed by each other Party that the
provisions of this Section 11.8 constitute a material inducement upon which such
Party is relying and will rely in entering into this Agreement and the          
transactions contemplated hereby.                                               

     11.9. Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the  
Buyer and Escalade. Any amendment or waiver signed by Escalade shall be binding 
on each Selling Party and may be relied upon by the Buyer. No waiver by any     
Party of any default, misrepresentation or breach of warranty or covenant       
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation or breach of warranty or covenant         
hereunder or affect in any way any rights arising by virtue of any prior or     
subsequent such occurrence.                                                     

      11.10. Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect  
the validity or enforceability of the remaining terms and provisions hereof or  
the validity or enforceability of the offending term or provision in any other  
situation or in any other jurisdiction.                                         

11.11.   Expenses.                                            

            (a) Except as set forth in Sections 5.6, 5.16, 11.11(b),
       11.11(c) and 11.11(d), the Buyer and each of the Selling Parties will
        bear their own costs and expenses (including legal and accounting fees
  and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby.                             

(b) Upon any termination of this Agreement: 

                        (i) pursuant to Section 10.1(b)(ii) for reasons of
               the failure of the condition specified in Section 6.1(g) to
have been satisfied; or                     

                      (ii)  pursuant to Section 10.1(b)(iv) or (v); or

         (iii)  pursuant to Section 10.1(d),

                  Escalade shall: (A) pay Parent a fee of $3,500,000 (the "Fee")
     and (B) reimburse Parent's and Buyer's reasonable
       out-of-pocket expenses relating to the transactions
                contemplated by this Agreement and to the enforcement of any
               rights of the Buyer or Parent hereunder, including, but not
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           Parent's and Buyer's counsel, accountants and financing
                 sources (all of the foregoing being referred to herein as the
"Expenses").                                

                  (c) In the event that this Agreement is terminated pursuant to
Section 10.1(b)(iii), Escalade shall:                         

                          (i) reimburse Parent for all expenses as provided in
clause (B) of Section 11.11(b) above; and   

                        (ii) if, and only if, an Acquisition Proposal made
         prior to termination by the Buyer pursuant to Section
                 10.1(b)(iii) (including any substantially similar Acquisition
               Proposal by the maker thereof and/or any of its Affiliates,
             successors or assigns) is accepted or consummated, pay to
          Parent a portion of the Fee in an amount equal to $3.0
million; and                                

                          (iii) if, and only if, an Acquisition Proposal other
                than an Acquisition Proposal of the type described in clause
                 (ii) of this Section 11.11(c) is accepted or consummated, pay
         to Parent a portion of the Fee in an amount equal to:

                                 (A) if such other Acquisition Proposal is
                   accepted or consummated in the first 182 days
                         following termination of this Agreement pursuant to
         Section 10.1(b)(iii), $3.0 million;

                                 (B) if such other Acquisition Proposal is
                           accepted or consummated at any time during the period
                         commencing on the 183rd day and ending on the 274th
                      day following such termination of this Agreement
                         pursuant to Section 10.1(b)(iii), $2.0 million; and

                                 (C) if such other Acquisition Proposal is
                        accepted or consummated any time during the period
                         commencing on the 275th day and ending on the 365th
                      day following such termination of this Agreement
                     pursuant to Section 10.1(b)(iii), $1.0 million.

       (d) In the event that this Agreement is terminated:

             (i)  pursuant to Section 10.1(b)(i); or

                        (ii) pursuant to Section 10.1(b)(ii) for reason of
               the failure of the condition specified in Section 6.1(f) to
have been satisfied;                        

                Escalade shall reimburse Parent for all Expenses as provided
               in clause (B) of Section 11.11(b) above and further if, but
only if, an Acquisition Proposal is         

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          accepted or consummated within one year following such
               termination, shall pay to Parent a portion of the Fee in an
amount equal to:                            

                                    (A) if such Acquisition Proposal is accepted
                         or consummated in the first 182 days following such
                  termination of this Agreement, $3.0 million;

                                    (B) if such Acquisition Proposal is accepted
                  or consummated at any time during the period
                         commencing on the 183rd day and ending on the 274th
                       day following such termination of this Agreement,
$2.0 million; and         

                                    (C) if such Acquisition Proposal is accepted
                          or consummated any time during the period commencing
                  on the 275th day and ending on the 365th day
               following such termination, $1.0 million.

           (e) The Expenses payable pursuant to Sections 11.11(b),
    11.11(c) and 11.11(d) above shall be paid within two business days
        after the first to occur of any of the termination events described in
        Section 11.11(b), 11.11(c) or 11.11(d) (as the case may be), except to
     the extent that Expenses incurred or payable after such event shall
       continue to be reimbursable in future periods. The Fee (or applicable
       portion thereof) shall be payable either (i) within two business days
        after the first to occur of any of the termination events described in
        Section 11.11(b) or (ii) within two business days after the acceptance
         or consummation of the Acquisition Proposal (in the case of the Fee, or
  portion thereof, payable pursuant to Section 11.11(c) or Section
11.11(d)).                                                    

   11.12. Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or        
question of intent or interpretation arises, this Agreement shall be construed  
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of   
the provisions of this Agreement. Any reference to any Laws shall be deemed also
to refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The word "including" shall mean including without           
limitation. Neither the listing nor description of any item, matter or document 
in any Section of the Escalade Disclosure Schedule nor the furnishing or        
availability for review of any document shall be construed to modify, qualify or
disclose an exception to any representation or warranty of any Party made herein
or in connection herewith, except to the extent that such representation or     
warranty (i) specifically refers to such Section of the Escalade Disclosure     
Schedule and such modification, qualification or exception is described in such 
Section or (ii) specifically refers to another Section of the Escalade          
Disclosure Schedule which specifically cross references such Section of the     
Escalade Disclosure Schedule and such modification, qualification or exception  
is described in such cross-referenced Section. The Parties intend that each     
representation, warranty, and covenant contained herein shall have              

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independent significance. Subject to the interpretational provisions of Sections
3.15(h), 3.26(i) 3.27(c) (relating to the interpretation of Sections 3.13, 3.15,
3.16 and 3.27), if any Party has breached any representation, warranty or       
covenant contained herein in any respect, the fact that there exists another    
representation, warranty or covenant relating to the same subject matter        
(regardless of the relative levels of specificity) which the Party has not      
breached shall not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty or covenant. All covenants, agreements,   
representations and warranties of a Party made herein and in the certificates,  
exhibits and schedules hereto shall be deemed material and to have been relied  
on by the other Parties hereto, notwithstanding any investigation made by or on 
behalf of any of the Parties or any opportunity therefor or any constructive    
knowledge thereby obtained.                                                     

  11.13. Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement constitute a part of this Agreement and  
any references herein to this Agreement shall include all Exhibits and          
Schedules.                                                                      

   11.14. Specific Performance. Each of the Parties acknowledges and
agrees that each of the other Parties would be damaged irreparably in the event 
any of the provisions of this Agreement are not performed in accordance with    
their specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that, in addition to any other relief which may be available, the other  
Parties shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and 
the terms and provisions hereof in any action instituted in any court of the    
United States or any state thereof having jurisdiction over the Parties and the 
matter in addition to any other remedy (subject to the provisions set forth in  
Sections 12 and 13 hereof) to which it may be entitled, at law or in equity,    
including but not limited to the monetary damages contemplated by Sections 11.11
and 11.15 hereof.                                                               

      11.15. Liquidated Damages. The Parties acknowledge that in the event
this Agreement is terminated by Escalade or the Selling Parties by reason of a  
breach of this Agreement by the Buyer or the Parent or the Acquisition fails to 
be consummated by reason of a breach of this Agreement by the Buyer or the      
Parent, Escalade and the Selling Parties will incur substantial damages which   
will be difficult or impossible to quantify. Accordingly, the Parties agree that
in the event that it is determined in a final, non-appealable order of a court  
of competent jurisdiction that the termination of this Agreement and/or the     
failure of the Acquisition to be consummated is primarily the result of a breach
of this Agreement by the Buyer or the Parent, Escalade and the Selling Parties  
shall be entitled to recover from the Buyer and the Parent as liquidated damages
the amount of $3,500,000, plus Escalade's and the Selling Parties' reasonable   
out-of-pocket expenses relating to the transactions contemplated by this        
Agreement and to the enforcement of any rights of Escalade or the Selling       
Parties hereunder, including, but not limited to, reasonable fees and expenses  
of Escalade's counsel, accountants and financing sources.                       

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12. Consent to Jurisdiction. Each of the Parties agrees that all actions, suits 
or proceedings arising out of or based upon this Agreement or the subject matter
hereof shall be brought and maintained exclusively in the state or federal      
courts located in the State of Delaware. Each of the parties by execution hereof
(i) hereby irrevocably submits to the jurisdiction of the state and federal     
courts located in the State of Delaware for the purpose of any action, suit or  
proceeding arising out of or based upon this Agreement or the subject matter    
hereof and (ii) hereby waives to the extent not prohibited by applicable law,   
and agrees not to assert, by way of motion, as a defense or otherwise, in any   
such action, suit or proceeding, any claim that it is not subject personally to 
the jurisdiction of the above-named court, that it is immune from               
extraterritorial injunctive relief, that his or its property is exempt or immune
from attachment or execution, that any such action, suit or proceeding may not  
be brought or maintained in the above-named court should be dismissed on the    
grounds of forum non conveniens, should be transferred to any court other than  
the above-named court, should be stayed by virtue of the pendency of any other  
action, suit or proceeding in any court other than the above-named court, or    
that this Agreement or the subject matter hereof may not be enforced in or by   
the above-named court. Each of the parties hereto hereby consents to service of 
process in any such suit, action or proceeding in any manner permitted by the   
laws of the State of Delaware, agrees that service of process by registered or  
certified mail, return receipt requested, at the address specified in or        
pursuant to Section 11.7 hereof is reasonably calculated to give actual notice  
and waives and agrees not to assert by way of motion, as a defense or otherwise,
in any such action suit or proceeding any claim that service of process made in 
accordance with Section 11.7 hereof does not constitute good and sufficient     
service of process. The provisions of this Section 12 shall not restrict the    
ability of any party to enforce in any court any judgment obtained in the state 
or federal courts located in the State of Delaware.                             

13. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH  
CANNOT BE WAIVED, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO 
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND ACTION OR     
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT      
MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN
TORT OR CONTRACT OR OTHERWISE. ANY OF THE PARTIES HERETO MAY FILE AN ORIGINAL   
COUNTERPART OR A COPY OF THIS SECTION 13 WITH ANY COURT AS WRITTEN EVIDENCE OF  
THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF HIS OR ITS RIGHT TO  
TRIAL BY JURY.                                                                  

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        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.                                                   

BUYER:                                   JEN SPORTS, INC.                       

                       By: /s/ FRANK GINOLFI
                                            ------------------------------------
                           Name: Frank Ginolfi
                                      Title: Chief Financial Officer

PARENT:                                  SPORTCRAFT, LTD.                       

                       By: /s/ FRANK GINOLFI
                                            ------------------------------------
                           Name: Frank Ginolfi
                                      Title: Chief Financial Officer

ESCALADE:                                ESCALADE, INCORPORATED                 

                        By: /s/ JOHN R. WILSON
                                            ------------------------------------
                             Name:  John R. Wilson
                                   Title: Vice President & CFO

THE SELLING PARTIES:                     INDIAN INDUSTRIES, INC.                

                        By: /s/ JOHN R. WILSON
                                            ------------------------------------
                             Name:  John R. Wilson
                        Title: Secretary

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                      HARVARD SPORTS, INC.

                        By: /s/ JOHN R. WILSON
                                            ------------------------------------
                             Name:  John R. Wilson
                        Title: Secretary

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                                                                     Exhibit A-1
                                                            Form of Bill of Sale

 BILL OF SALE AND ASSIGNMENT

        BILL OF SALE AND ASSIGNMENT, made, executed and delivered on ________,
1998, by Escalade, Incorporated, an Indiana corporation ("Escalade"), Indian    
Industries, Inc., an Indiana corporation ("Indian"), and Harvard Sports, Inc., a
California corporation ("Harvard"), collectively with Indian and Harvard, the   
"Selling Parties") to JEN Sports, Inc., a Delaware                              
corporation (the "Buyer").                                                      

W I T N E S E T H:

        WHEREAS, the Buyer, Sportcraft, Ltd., a Delaware corporation, Escalade
and the Selling Parties are parties to an Asset Purchase Agreement dated as of  
June __, 1998 (the "Agreement") providing for, among other things, the sale to  
the Buyer of the assets of the sporting goods business of Escalade and the      
Selling Parties (capitalized terms used and not otherwise defined in this       
instrument being used herein as defined in the Agreement); and                  

         WHEREAS, the execution and delivery of this Bill of Sale and Assignment
by Escalade and the Selling Parties is a condition to the obligations of the    
Buyer to consummate the transactions contemplated by the Agreement and the Buyer
and Escalade and the Selling Parties now desire to carry out the intent and     
purpose of the Agreement, in part by Escalade's and the Selling Parties'        
execution and delivery to the Buyer of this instrument evidencing the sale,     
conveyance, assignment, transfer and delivery to the Buyer of the Acquired      
Assets;                                                                         

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby         
acknowledged, Escalade and the Selling Parties do hereby sell, convey, assign,  
transfer and deliver or cause to be sold, assigned, transferred, conveyed and   
delivered unto the Buyer and its successors and assigns, forever, the Acquired  
Assets, free and clear of any Lien or other encumbrance of any kind whatsoever. 

    Escalade and the Selling Parties hereby constitute and appoint the
Buyer and its successors and assigns as their true and lawful attorneys in fact 
in connection with the transactions contemplated by this instrument, with full  
power of substitution to demand and receive, in the name and stead of Escalade  
and the Selling Parties but on behalf of and for the benefit of the Buyer and   
its successors and assigns, any and all of the assets, properties, rights and   
business hereby conveyed, assigned, and transferred or intended so to be, and to
give receipt and releases for and in respect of the same and any part thereof,  
and from time to time to institute and prosecute, in the name of Escalade and   
the Selling Parties or otherwise, for the benefit of the Buyer or its successors
and assigns, proceedings at law, in equity, or otherwise, which the Buyer or its
successors or assigns deem proper in order to collect or reduce to possession or
endorse any                                                                     

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of the Acquired Assets and to do all acts and things in relation to such assets 
which the Buyer or its successors or assigns reasonably deem desirable.         

       Escalade and the Selling Parties, for themselves and their respective
successors and assigns, hereby covenant and agree that at any time and from time
to time forthwith upon the request of the Buyer, Escalade and the Selling       
Parties will, at their expense, do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered, all such further acts, deeds,    
instruments, transfers and assurances as may be reasonably required by the Buyer
in order to assign, transfer, set over and convey unto, and vest in, the Buyer, 
its respective successors and assigns, any or all of the Acquired Assets and to 
put Buyer in actual possession and operating control thereof, free and clear of 
all Liens, to assist Buyer in exercising all rights with respect thereto and to 
assure Buyer of the full benefits thereof.                                      

     In the event that any provision of this Bill of Sale and Assignment
would, under applicable law, be invalid or unenforceable in any respect, such   
provision shall be construed by modifying or limiting it so as to be valid and  
enforceable to the maximum extent compatible with, and possible under,          
applicable law. Any term or provision of this Bill of Sale and Assignment that  
is invalid or unenforceable in any situation in any jurisdiction shall not      
affect the validity or enforceability of the remaining terms and provisions     
hereof or the validity or enforceability of the offending term or provision in  
any other situation or in any other jurisdiction.                               

        In the event that any provision of this Bill of Sale and Assignment be
construed to conflict with a provision in the Agreement, the provision in the   
Agreement shall be deemed to be controlling.                                    

         This instrument shall be binding upon and shall inure to the benefit of
the respective successors and permitted assigns of Escalade and the Selling     
Parties and the Buyer. This Bill of Sale and Assignment shall not confer any    
rights or remedies upon any Person other than the Parties and their respective  
successors and permitted assigns.                                               

        This Bill of Sale and Assignment shall be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving effect
to any choice or conflict of law                                                

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provision or rule (whether of the State of Delaware or any other jurisdiction)  
that would cause the application of the laws of any jurisdiction other than the 
State of Delaware.                                                              

          IN WITNESS WHEREOF, the undersigned have executed this
instrument under seal of Escalade and the Selling Parties on the date first     
above written.                                                                  

                    ESCALADE, INCORPORATED

                              By:_____________________________
         Name:
          Title:

                     INDIAN INDUSTRIES, INC.

                              By:_____________________________
         Name:
          Title:

                  HARVARD SPORTS, INC.

                              By:_____________________________
         Name:
          Title:

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                                                                     EXHIBIT A-2

 ASSIGNMENT OF PATENTS, PATENT APPLICATIONS,
 COPYRIGHTS, TRADEMARKS, TRADEMARK
 APPLICATIONS AND GOODWILL

THIS ASSIGNMENT OF PATENTS, PATENT APPLICATIONS, COPYRIGHTS,  
TRADEMARKS, TRADEMARK APPLICATIONS AND GOODWILL (the "Intellectual Property     
Assignment Agreement") is entered into on June ___, 1998, by and among (i) JEN  
Sports, Inc.., a Delaware corporation (the "Buyer"), (ii) Escalade,             
Incorporated, an Indiana corporation ("Escalade"), (iii) Indian Industries,     
Inc., an Indiana corporation ("Indian"), and (iv) Harvard Sports, Inc., a       
California corporation ("Harvard", and together with Indian, collectively, the  
"Selling Parties").                                                             

R E C I T A L S:

        WHEREAS, Sportcraft, Ltd., Escalade, the Selling Parties and the Buyer
are parties to a certain Asset Purchase Agreement dated as of June ___, 1998    
(the "Asset Purchase Agreement"), under the terms of which Escalade and the     
Selling Parties agree to sell and transfer, and the Buyer agrees to purchase,   
the Acquired Assets (as such term is defined in the Asset Purchase Agreement);  

         WHEREAS, Escalade and the Selling Parties own (a) the United States and
foreign trademarks, service marks, trademark and service mark registrations and 
trademark and service mark applications listed on Schedule 1 hereto (the        
"Trademarks"), (b) the United States Letters Patent and patent applications and 
foreign patents and patent applications listed on Schedule 2 hereto (the        
"Patents"), and (c) various copyrights (the "Copyrights"), which together with  
the products and goodwill associated with the Trademarks, Patents and           
Copyrights, constitute part of the Acquired Assets; and                         

     WHEREAS, pursuant to the Asset Purchase Agreement, Buyer desires to
obtain all of Escalade's and the Selling Parties' right, title and interest in, 
to and under said Trademarks, Patents and Copyrights and the goodwill associated
therewith;                                                                      

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Escalade and the Selling        
Parties, Escalade and the Selling Parties hereby sell, convey, assign, transfer 
and deliver to Buyer, its successors and assigns, all of Escalade's and the     
Selling Parties' right, title and interest throughout the world in, to and under
(a) the Trademarks and Copyrights, all goodwill associated therewith, all common
law rights thereto, and all registrations that have been or may be granted      
thereon and                                                                     

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(b) the Patents, and the underlying inventions described therein, and all       
divisions, renewals, reissues, continuations and continuations-in-part thereof, 
and all United States and foreign patents which have been or may be granted     
thereon, together with the right to sue and recover damages for future or past  
infringements of the Trademarks, Patents and Copyrights and to fully and        
entirely stand in the place of Escalade and/or the Selling Parties in all       
matters related thereto.                                                        

   Escalade and the Selling Parties hereby request the United States
Commissioner of Patents and Trademarks (the "Commissioner"), as well as his or  
her foreign counterparts in the foreign jurisdictions which exercise authority  
over any of the Patents, Trademarks or Copyrights, to record this Intellectual  
Property Assignment Agreement to Buyer. Escalade and the Selling Parties hereby 
further request the Commissioner and his or her foreign counterparts to issue   
(a) any and all registrations resulting from applications among the Trademarks  
or derived therefrom and (b) any and all patents resulting from applications    
among the patents or derived therefrom to Buyer as assignee of the entire       
interest.                                                                       

      Escalade and the Selling Parties hereby covenant that they have full
right to convey the entire interest herein assigned, and that neither Escalade  
nor the Selling Parties have executed, nor will they execute, any agreements    
inconsistent herewith.                                                          

       Escalade and the Selling Parties, for themselves and their respective
successors and assigns, hereby covenant and agree that at any time and from time
to time forthwith upon the request of the Buyer, Escalade and the Selling       
Parties will, at their expense, do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered, all such further acts, deeds,    
instruments, transfers and assurances as may be reasonably required by the Buyer
in order to assign, transfer, set over and convey unto, and vest in, the Buyer, 
its respective successors and assigns, any or all of the Patents, Trademarks and
Copyrights, and to put the Buyer in actual possession and operating control     
thereof, free and clear of all Liens, to assist the Buyer in exercising all     
rights with respect thereto and to assure the Buyer of the full benefits        
thereof.                                                                        

    Escalade and the Selling Parties hereby constitute and appoint the
Buyer and its successors and assigns as their true and lawful attorneys in fact 
in connection with the transactions contemplated by this instrument, with full  
power of substitution to demand and receive, in the name and stead of Escalade  
and the Selling Parties but on behalf of and for the benefit of the Buyer and   
its successors and assigns, any and all of the assets, properties, rights and   
business hereby conveyed, assigned, and transferred or intended so to be, and to
give receipt and releases for and in respect of the same and any part thereof,  
and from time to time to institute and prosecute, in the name of Escalade and   
the Selling Parties or otherwise, for the benefit of the Buyer or its successors
and assigns, proceedings at law, in equity, or otherwise, which the Buyer or its
successors or assigns deem proper in order to collect or reduce to possession or
endorse any of the Patents, Trademarks and Copyrights, and to do all acts and   

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things in relation to such assets which the Buyer or its successors or assigns  
reasonably deem desirable.                                                      

In the event that any provision of this Intellectual Property 
Assignment Agreement would, under applicable law, be invalid or unenforceable in
any respect, such provision shall be construed by modifying or limiting it so as
to be valid and enforceable to the maximum extent compatible with, and possible 
under, applicable law. Any term or provision of this Intellectual Property      
Assignment Agreement that is invalid or unenforceable in any situation in any   
jurisdiction shall not affect the validity or enforceability of the remaining   
terms and provisions hereof or the validity or enforceability of the offending  
term or provision in any other situation or in any other jurisdiction.          

In the event that any provision of this Intellectual Property 
Assignment Agreement is construed to conflict with a provision in the Asset     
Purchase Agreement, the provision in the Asset Purchase Agreement shall be      
deemed to be controlling.                                                       

         This instrument shall be binding upon and shall inure to the benefit of
the respective successors and permitted assigns of Escalade and the Selling     
Parties and the Buyer. This Intellectual Property Assignment Agreement shall not
confer any rights or remedies upon any person other than the parties hereto, and
their respective successors and permitted assigns.                              

      This Intellectual Property Assignment Agreement shall be governed by
and construed in accordance with the domestic laws of the State of Delaware     
without giving effect to any choice or conflict of law.                         

      IN WITNESS WHEREOF, the parties hereto have caused this Intellectual
Property Assignment Agreement to be executed as of the day and year first       
written above.                                                                  

                      ESCALADE, INC.

                                            By: ________________________________
                                 Name:
                                  Title:

STATE OF                                )                                       
        )    ss.
COUNTY OF                               )                                       

On this ____ day of June, 1998, before me personally appeared 
___________________________________, personally known to me or proved to me on  
the basis of satisfactory evidence to be the person who executed the within     
instrument, and being by me duly sworn, did depose and say that the statements  
therein contained are true.                                                     

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WITNESS my hand and official seal.                            
                                   ---------------------------------------
[SEAL]                                Notary                                    
                  My Commission Expires:

                   INDIAN INDUSTRIES, INC.

                                 By: _________________________________
             Name:
              Title:

STATE OF                              )                                         
    )    ss.
COUNTY OF                             )                                         

On this ____ day of June, 1998, before me personally appeared 
___________________________________, personally known to me or proved to me on  
the basis of satisfactory evidence to be the person who executed the within     
instrument, and being by me duly sworn, did depose and say that the statements  
therein contained are true.                                                     

WITNESS my hand and official seal.                            
                                   ---------------------------------------
[SEAL]                                Notary                                    
                  My Commission Expires:

                HARVARD SPORTS, INC.

                                 By: _________________________________
             Name:
              Title:

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STATE OF                                             )                          
                                  )    ss.
COUNTY OF                                            )                          

On this ____ day of June, 1998, before me personally appeared 
___________________________________, personally known to me or proved to me on  
the basis of satisfactory evidence to be the person who executed the within     
instrument, and being by me duly sworn, did depose and say that the statements  
therein contained are true.                                                     

WITNESS my hand and official seal.                            
                                   ---------------------------------------
[SEAL]                                Notary                                    
                  My Commission Expires:

            JEN SPORTS, INC.

                                 By: _________________________________
             Name:
              Title:

STATE OF                              )                                         
    )    ss.
COUNTY OF                             )                                         

On this ____ day of June, 1998, before me personally appeared 
___________________________________, personally known to me or proved to me on  
the basis of satisfactory evidence to be the person who executed the within     
instrument, and being by me duly sworn, did depose and say that the statements  
therein contained are true.                                                     

WITNESS my hand and official seal.                            
                                   ---------------------------------------
[SEAL]                                Notary                                    
                  My Commission Expires:

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SCHEDULE 1

TRADEMARKS

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SCHEDULE 2

 PATENTS AND PATENT APPLICATIONS

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                                                                     EXHIBIT A-3
                                                    Form of Assumption Agreement

ASSUMPTION AGREEMENT

 ASSUMPTION AGREEMENT dated as of _______, 1998 (the "Assumption
Agreement") by and between Escalade, Incorporated, an Indiana corporation       
("Escalade"), Indian Industries, Inc., an Indiana corporation ("Indian"), and   
Harvard Sports, Inc., a California corporation ("Harvard", and collectively with
Indian, the "Selling Parties") and JEN Sports, Inc., a Delaware corporation (the
"Buyer").                                                                       

 W I T N E S S E T H :

        WHEREAS, the Buyer, Sportcraft, Ltd., a Delaware corporation, Escalade
and the Selling Parties are parties to an Asset Purchase Agreement dated as of  
June __, 1998 (the "Agreement") (capitalized terms used and not otherwise       
defined in this instrument being used herein as defined in the Agreement); and  

        WHEREAS, pursuant to the Agreement, the Buyer agreed to assume certain
Liabilities and obligations of Escalade and the Selling Parties expressly       
described as being Assumed Liabilities in Section 2.3 of the Agreement, and     
Escalade and the Selling Parties agreed to retain all other Liabilities of      
Escalade and the Selling Parties, including without limitation those described  
in Section 2.4 of the Agreement;                                                

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby         
acknowledged, the Buyer, Escalade and the Selling Parties hereby agree as       
follows:                                                                        

1. The Buyer hereby assumes and agrees to pay, perform and discharge when due   
all of the Assumed Liabilities. Notwithstanding anything to the contrary herein,
or in any other writing delivered in connection herewith, the Buyer will not    
assume or have any obligation to perform any liabilities or obligations not     
specifically assumed by the Buyer pursuant to the Agreement and, in particular, 
will not assume or have any obligation to perform any of the Liabilities set    
forth in Section 2.4 of the Agreement.                                          

2. Escalade and the Selling Parties shall retain and agree to pay, perform and  
discharge when due all Liabilities and obligations not assumed by the Buyer.    

3. This Assumption Agreement shall not confer any rights or remedies upon any   
Person other than the Parties and their respective successors and permitted     
transferees and assigns.                                                        

4. Nothing contained herein shall limit the ability of the Buyer to contest as  
to third parties any obligation to pay, perform or discharge any liabilities or 
obligations expressly assumed                                                   

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hereunder. Nothing in this paragraph 4 is intended or shall be construed to     
modify, amend, derogate from, or in any way limit the assumption of the Assumed 
Liabilities by the Buyer.                                                       

5. In the event that any provision hereof would, under applicable law, be       
invalid or unenforceable in any respect, such provision shall be construed by   
modifying or limiting it so as to be valid and enforceable to the maximum extent
compatible with, and possible under, applicable law. Any term or provision of   
this Assumption Agreement that is invalid or unenforceable in any situation in  
any jurisdiction shall not affect the validity or enforceability of the         
remaining terms and provisions hereof or the validity or enforceability of the  
offending term or provision in any other situation or in any other jurisdiction.

6. In the event that any provision of this Assumption Agreement be construed to 
conflict with a provision of the Agreement, the provision in the Agreement shall
be deemed controlling.                                                          

7. This Assumption Agreement shall bind and shall inure to the benefit of the   
Parties and their respective successors and permitted transferees and assigns.  

8. This Assumption Agreement shall be governed by and construed in accordance   
with the domestic laws of the State of Delaware without giving effect to any    
choice or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any     
jurisdiction other than the State of Delaware.                                  

9. This Assumption Agreement may be executed in one or more counterparts, each  
of which shall be deemed an original but all of which together will constitute  
one and the same instrument.                                                    

-98-

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         IN WITNESS WHEREOF, the undersigned have executed this instrument under
seal as of the date first above written.                                        

                          JEN SPORTS, INC.

                                           By: _____________________________
                           Name:
                            Title:

                                ESCALADE, INCORPORATED

                                          By:_____________________________
                         Name:
                          Title:

                                 INDIAN INDUSTRIES, INC.

                                          By:_____________________________
                         Name:
                          Title:

                              HARVARD SPORTS, INC.

                                          By:_____________________________
                         Name:
                          Title:

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                                                                       Exhibit B

June __, 1998                                                                   

JEN Sports, Inc.                                                                
313 Waterloo Valley Road                                                        
Mt. Olive, NJ  07828                                                            

Attention:   Michael Nally                                                      
Chief Executive Officer                               

Ladies & Gentlemen:                                                             

         The undersigned (the "Stockholder") owns and has sole voting power with
respect to the number of shares of the common stock, no par value (the          
"Shares"), of Escalade, Incorporated, an Indiana corporation ("Escalade"),      
indicated opposite the Stockholder's name on Schedule I attached hereto.        

       Immediately after the execution of this letter agreement, JEN Sports,
Inc., a Delaware corporation (the "Buyer"), Escalade and certain of their       
affiliates are entering into an Asset Purchase Agreement (as amended and in     
effect from time to time, the "Asset Purchase Agreement") providing, among other
things, for the purchase of certain assets of Escalade and assets of certain of 
Escalade's subsidiaries by the Buyer (the "Asset Purchase").                    

       In consideration of, and as a condition to, the Buyer's entering into
the Asset Purchase, the Stockholder and the Buyer agree as follows:             

       1. The Stockholder shall vote or cause to be voted all of the Shares,
as well as any other shares of common stock of Escalade of which the Stockholder
acquires beneficial ownership and sole voting power, whether pursuant to the    
exercise of stock options or otherwise, as long as such shares are owned by the 
Stockholder as of the record date for the special meeting of Escalade's         
stockholders to be called and held following the date hereof, for the approval  
of the Asset Purchase Agreement, the Asset Purchase and the other transactions  
(including the corporate name change) contemplated by the Asset Purchase        
Agreement and shall vote or cause to be voted all such shares, at such special  
meeting or any other meeting of Escalade's stockholders following the date      
hereof, against the approval of any other agreement providing for a merger,     
acquisition, consolidation, sale of a material amount of assets or other        
business combination of Escalade or any of its subsidiaries with any person or  
entity other than the Buyer or any subsidiary of the Buyer, except to the extent
that such alternative transaction could not reasonably be expected to interfere,
directly or indirectly, with the consummation of the transactions contemplated  
by the Asset Purchase Agreement.                                                

2.   IRREVOCABLE PROXY.  THE STOCKHOLDER HEREBY GRANTS TO, AND
APPOINTS JEN SPORTS, INC. AND THE PRESIDENT OF JEN SPORTS, INC. AND THE         
TREASURER OF JEN SPORTS, INC., IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF JEN

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SPORTS, INC., AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE 
OF JEN SPORTS, INC., AND ANY OTHER OFFICER OF JEN SPORTS, INC., EACH OF THEM    
INDIVIDUALLY, SUCH STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF 
SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO SUCH            
STOCKHOLDER'S SHARES IN ACCORDANCE WITH SECTION 1 HEREOF. THIS PROXY IS COUPLED 
WITH AN INTEREST AND SHALL BE IRREVOCABLE, AND THE STOCKHOLDER WILL TAKE SUCH   
FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO         
EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY     
GRANTED BY HIM/HER WITH RESPECT TO THE SHARES.                                  

3. The agreements contained herein are intended to relate to  
restrictions on voting and to continue only for such time as may reasonably be  
necessary to obtain all necessary approvals, including shareholder approval and 
all necessary governmental approvals, of the Asset Purchase and all other       
transactions contemplated by the Asset Purchase Agreement.                      

    4. Notwithstanding anything herein to the contrary, the agreements
contained herein shall remain in full force and effect until the earlier of (a) 
the consummation of the Asset Purchase or (b) the termination of the Asset      
Purchase Agreement in accordance with Section 10.1 thereof.                     

     5. The Stockholder has signed this letter agreement intending to be
bound hereby. The Stockholder expressly agrees that this letter agreement shall 
be specifically enforceable in any court of competent jurisdiction in accordance
with its terms against the Stockholder. All of the covenants and agreements     
contained in this letter agreement shall be binding upon, and inure to the      
benefit of, the respective parties and their permitted successors, assigns,     
heirs, executors, administrators and other legal representatives, as the case   
may be.                                                                         

       6. This letter agreement may be executed in one or more counterparts,
each of which will be deemed an original but all of which together shall        
constitute one and the same instrument.                                         

        7. This letter agreement is deemed to be signed as a sealed instrument
and is to be governed by the laws of the State of Indiana, without giving effect
to the principles of conflicts of laws thereof. If any provision hereof is      
deemed unenforceable, the enforceability of the other provisions hereof shall   
not be affected.                                                                

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        If the foregoing accurately reflects your understanding of the subject
matter intended to be contained herein, please confirm our agreement by signing 
this letter where indicated below.                                              

           Very truly yours,

                                  ----------------------------------------

AGREED TO AND ACCEPTED AS                                                       
OF THE DATE FIRST ABOVE WRITTEN                                                 

JEN SPORTS, INC.                                                                

By: ______________________________                            
Name:                                             
Title:                                          

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SCHEDULE 1

                                NUMBER OF SHARES
NAME OF STOCKHOLDER                 OWNED WITH SOLE VOTING POWER    

----------------------------       ---------------------------------------      

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AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT

Dated July 2, 1998

This Amendment No. 1 (this "Amendment") to the Asset Purchase 
Agreement, dated June 26, 1998 (the "Agreement"), by and among JEN Sports, Inc.,
a Delaware corporation, Sportcraft, Ltd., a Delaware corporation, Escalade,     
Incorporated, an Indiana corporation, Indian Industries, Inc., an Indiana       
corporation, and Harvard Sports, Inc., a California corporation is made and     
entered into as of July 2, 1998. Capitalized terms used and not otherwise       
defined in this Amendment are used herein as defined in the Agreement.          

     A. Change in Benchmark Net Working Capital. The Agreement is hereby
amended as follows: The definition of Benchmark Working Capital, which appears  
in Section 1 of the Agreement, is hereby amended as by deleting the number      
"$19,828,586" and replacing it with the number "$20,344,871."                   

  B. Change in Schedule Setting Forth Calculation of Benchmark Net
Working Capital. Section 2.8 of the Escalade Disclosure Schedule is hereby      
amended by deleting Attachment 2 referred to and made a part thereof and        
replacing such attachment with the Replacement Attachment 2 that has been       
delivered and acknowledged on the date hereof.                                  

     This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one 
and the same instrument.                                                        

         IN WITNESS WHEREOF, the Buyer and Escalade have executed this Amendment
on the date first above written.                                                

ESCALADE, INCORPORATED                        JEN SPORTS, INC.                  

By /s/ John R. Wilson                         By /s/ Frank Ginolfi              
  ----------------------------------            --------------------------------
Name:  John R. Wilson                         Name:  Frank Ginolfi        
  Title: Vice President and Chief               Title: Chief Financial Officer
Financial Officer                                           

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APPENDIX B

PROPOSED AMENDMENT
TO
ESCALADE, INCORPORATED AMENDED ARTICLES OF INCORPORATION
TO
EFFECT THE CORPORATE NAME CHANGE

   RESOLVED, that Article First of the Company's Amended Articles of
Incorporation be deleted in its entirety and replaced with the following new    
Article First:                                                                  

 "FIRST: The name of the Corporation is MARTIN YALE GROUP, INC."

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APPENDIX C

CIBC                                                      CIBC OPPENHEIMER CORP.
OPPENHEIMER                                               CIBC Oppenheimer Tower
A CIBC World Markets Company                              World Financial Center
                                                       New York, NY  10281
                                                     Tel: 212-667-7000
                                                     Tel: 800-999-6726

June 26, 1998                                                                   

Personal and Confidential                                                       
-------------------------                                                       

The Board of Directors                                                          
Escalade, Incorporated                                                          
817 Maxwell Avenue                                                              
Evansville, Indiana 47706                                                       

Gentlemen:                                                                      

        You have asked CIBC Oppenheimer Corp. ("CIBC Oppenheimer") to render a
written opinion ("Fairness Opinion") to the Board of Directors as to the        
fairness to Escalade, Incorporated ("Escalade" or the "Company"), from a        
financial point of view, of the consideration to be received pursuant to the    
Asset Purchase Agreement (the "Purchase Agreement") by and among Sportcraft,    
Ltd. ("Sportcraft"), JEN Sports, Inc., a wholly owned subsidiary of Sportcraft, 
Escalade, and Indian Industries, Inc., Harvard Sports, Inc., Harvard California,
Escalade FSC and Escalade International, all wholly owned subsidiaries of       
Escalade, and collectively referred to herein as Escalade Sports. The Purchase  
Agreement provides for, among other things, a transaction whereby JEN Sports    
will purchase substantially all of the assets of Escalade Sports (the           
"Acquisition"). The purchase price shall be $74,500,000 in cash, minus the      
amount of debt, if any, assumed at closing ("Purchase Consideration").          

In arriving at our Fairness Opinion we:                       

(a)      reviewed the final Purchase Agreement, dated 6/26/98;                  

(b)      reviewed Escalade's audited financial statements for the fiscal years  
         ended December 1994, 1995, 1996 and 1997 and for the three months ended
March 1997 and 1998;                                          

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The Board of Directors                                                          
Escalade, Incorporated                                                          
June 26, 1998                                                                   
Page 2                                                                          

(c)      reviewed Escalade Sports' audited financial statements for the fiscal  
         years ended December 1994, 1995, 1996 and 1997 and for the three months
ended March 1997 and 1998;                                    

(d)      reviewed financial projections of Escalade Sports prepared by Escalade 
Sports' and Escalade's management;                            

(e)      reviewed the historical market prices and trading volume for Escalade  
common stock;                                                 

(f)      held discussions with senior management of Escalade Sports and Escalade
 with respect to the business and prospects for future growth of
Escalade Sports;                                              

(g)      reviewed and analyzed certain publicly available financial data for    
certain companies we deemed comparable to Escalade Sports;    

(h)      performed discounted cash flow analyses of Escalade Sports using       
 certain assumptions of future performance provided to us by the
management of Escalade Sports and Escalade;                   

(i)      reviewed and analyzed certain publicly available financial information 
for transactions that we deemed comparable to the Acquisition;

(j)      reviewed public information concerning Escalade Sports and Escalade;   
and                                                           

(k)      performed such other analyses and reviewed such other information as we
deemed appropriate.                                           

       In rendering our Fairness Opinion we relied upon and assumed, without
independent verification or investigation, the accuracy and completeness of all 
of the financial and other information provided to us by the Company and        
Escalade Sports and their respective employees, representatives and affiliates. 
With respect to forecasts of future financial condition and operating results of
Escalade Sports provided to us, we assumed at the direction of Escalade's       
management, without independent verification or investigation, that such        
forecasts were reasonably prepared on bases reflecting the best available       
information, estimates and judgment of Escalade Sports' and Escalade's          
respective management. We have neither made nor obtained any independent        
evaluations or appraisals of the assets or the liabilities of Escalade, Escalade
Sports or such other affiliated entities. We are not expressing any opinion as  
to the underlying valuation, future performance or long term viability of       
Escalade following the Acquisition, or the price at which Escalade common stock 
will trade subsequent to the Acquisition. Our opinion is necessarily based on   
the information available to us and general economic, financial and stock market
conditions and circumstances as they exist and can be evaluated by us on the    
date hereof. It should be understood that, although                             

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The Board of Directors                                                          
Escalade, Incorporated                                                          
June 26, 1998                                                                   
Page 3                                                                          

subsequent developments may affect this opinion, we do not have any obligation  
to update, revise or reaffirm the opinion.                                      

         As part of our investment banking business, we are regularly engaged in
valuations of businesses and securities in connection with acquisitions and     
mergers, underwritings, secondary distributions of securities, private          
placements and valuations for other purposes.                                   

  We acted as financial advisor to Escalade in connection with the
Acquisition and to the Board of Directors of Escalade in rendering this opinion 
and will receive a fee for our services. CIBC Oppenheimer has performed         
investment banking and other services for Escalade in the past and has been     
compensated for such services. In the ordinary course of its business, CIBC     
Oppenheimer and its affiliates may actively trade securities of Escalade for    
their own account and for the accounts of customers and, accordingly, may at any
time hold a long or short position in such securities. In addition, CIBC        
Oppenheimer has been retained by Sportcraft to arrange the financing necessary  
to fund the Acquisition. The Company acknowledged CIBC Oppenheimer's involvement
with respect to the financing pursuant to an executed letter dated March 17,    
1998.                                                                           

       Based upon and subject to the foregoing, and such other factors as we
deem relevant, it is our opinion that, as of the date hereof, the Purchase      
Consideration to be received by the Company pursuant to the Purchase Agreement  
is fair to Escalade from a financial point of view. This Fairness Opinion is for
the use of the Board of Directors of Escalade. Neither the Fairness Opinion nor 
the services provided by CIBC Oppenheimer in connection herewith may be publicly
disclosed or referred to in any manner by Escalade without the prior written    
approval by CIBC Oppenheimer.                                                   

Very truly yours,                                                               

/s/  CIBC Oppenheimer Corp.                                                     

CIBC Oppenheimer Corp.                                                          

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                                                                [Download Table]
                                                                                   
  ESCALADE, INCORPORATED                                    PROXY CARD             
817 Maxwell Avenue, Evansville, Indiana 47717  THIS PROXY IS SOLICITED ON BEHALF OF
                                                      THE BOARD OF DIRECTORS       

       The undersigned hereby appoints Robert E. Griffin, Yale A. Blanc, and
A. Graves William, Jr. as Proxies, each with the power to appoint his or her    
substitute, and hereby authorizes them to represent and to vote, as designed    
below, all the shares of common stock of Escalade, Incorporated, held of record 
by the undersigned on July 10, 1998, at the special meeting of shareholders to  
be held on September 14, 1998 or any adjournment thereof.                       

1.       Proposal to sell substantially all of the assets of the Company's      
       Sporting Goods Business pursuant to an Asset Purchase Agreement dated
    June 26, 1998, as amended on July 2, 1998, by and among Sportcraft
      Ltd., its wholly-owned subsidiary, JEN Sports, Inc., the Company and
certain of the Company's subsidiaries named therein.          

  [ ]  FOR            [ ] AGAINST           [ ]  ABSTAIN

2.       Proposal to amend the Company's Amended Articles of Incorporation to   
  change the Company's name to Martin Yale Group, Inc. immediately
following the consummation of the Asset Sale.                 

  [ ]  FOR            [ ] AGAINST           [ ]  ABSTAIN

3.       In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.             

 This proxy when properly executed will be voted in the manner directed herein
 by the undersigned stockholder.

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

                                                     Please sign exactly as name
                                                    appears below. When shares
                                                    are held by joint tenants,
                                                both should sign. When
                                                    signing as an attorney, as
                                                  executor, administrator,
                                                     trustee or guardian, please
                                                     give full title as such. If
                                                    a corporation, please sing
                                                   in full corporate name by
                                            President or other
                                                  authorized officer. If a
                                                     partnership, please sign in
                                                 the partnership name by
                                            authorized person.

DATED: _____________, 1998                            __________________________
                                     Signature
PLEASE MARK, SIGN, DATE AND                                                     
RETURN THE PROXY CARD PROMPTLY                                                  
USING THE ENCLOSED ENVELOPE.                         ___________________________
                                                   Signature if held jointly

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CONSENT OF CIBC OPPENHEIMER CORP. 

We hereby consent to the inclusion of our opinion letter dated June 26, 1998 to 
the Board of Directors of Escalade Incorporated ("Escalade") as Appendix C to   
Escalade's proxy statement for its special meeting of stockholders (the "Proxy  
Statement") being called to vote upon the proposed Asset Purchase Agreement by  
and among Sportcraft, Ltd., JEN Sports, Inc., Escalade, Indian Industries, Inc. 
and Harvard Sports, Inc., and the transactions contemplated thereby. We also    
consent to the references to our firm and such opinion in such Proxy Statement. 
In giving such consent, we do not admit that we come within the category of     
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended (the "Act"), or the rules and regulations of the Securities and      
Exchange Commission thereunder (the "Regulations"), nor do we admit that we are 
experts with respect to any part of such Proxy Statement within the meaning of  
the term "experts" as used in the Act or the Regulations.                       

August 6, 1998                              CIBC Oppenheimer Corp.              

                               By: /s/ Todd R. Hellman
                                          ----------------------------
                                       Todd R. Hellman

                               Its: Executive Director
                                           ---------------------------

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