COLLEGIATE PACIFIC, INC.
[NAME OF PURCHASER]
February 29, 2000
THIS PURCHASE AGREEMENT, dated as of February 29, 2000 (this "Agreement"), between Collegiate
Pacific, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and
__________________________ (the "Purchaser"). The Purchaser and each of the other purchasers of the
Notes referred to herein are collectively referred to herein as the "Purchasers."
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and
sell to the Purchasers and the Purchasers, severally and not jointly, desire to purchase from the Company up to
an aggregate principal amount of $2,400,000.00 of the Company's Convertible Subordinated Promissory Notes,
due January 31, 2005 (the "Notes"), which are convertible into shares of the Company's common stock, $.01
par value per share (the "Common Stock").
IN CONSIDERATION of the mutual covenants and agreements set forth herein and for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
PURCHASE AND SALE OF NOTES; CLOSING
(a) The Closing.
(i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the
Purchasers and each Purchaser shall, severally and not jointly, purchase from the Company the principal amount
of Notes set forth on Schedule 1 attached hereto for an aggregate purchase price of up to $2,400,000.00 (the
"Purchase Price"). The closing of the purchase and sale of the Notes (the "Closing") shall take place at the offices
of the Company immediately following the execution hereof or such later date as the parties hereto shall agree.
The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing the parties hereto shall deliver, in accordance with and subject to the terms and conditions of