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EXHIBIT 10.10.1    
  


FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT  


THIS
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT ("Amendment") is made effective as of the 15th day of June, 2001 ("Effective Date") by and among Gart Sports Company, a Delaware corporation
("Gart Sports"), Gart Bros. Sporting Goods Company, a Colorado corporation ("Gart Bros."), Sportmart, Inc., a Delaware corporation ("Sportmart"), and Oshman's Sporting Goods, Inc., a
Delaware corporation ("Oshman's"), all of the foregoing are hereinafter collectively referred to as the "Company," and Leonard Green & Associates, L.P., a California limited partnership
("LGA"). 


WHEREAS,
Gart Sports, Gart Bros. and Sportmart entered into that certain Management Services Agreement with LGA dated as of January 9, 1998 (the "Agreement"); and 


WHEREAS,
the parties desire to amend the Agreement in certain respects as set forth in this Amendment. 


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


1.    Oshman's
shall be added as a party to the Agreement and shall be included for all purposes within the definition of the term "Company" in the Agreement. 



2.    Pursuant
to the approval of the Board of Directors of Gart Sports on June 15, 2001, Section 2.1 of the Agreement shall be replaced in its entirety as follows: 



	2.1
	In
consideration of the General Services, during the term of this Agreement, Company shall pay LGA in the aggregate an annual fee ("Annual Fee") based on the percentage of outstanding
shares of common stock of Gart Sports then owned by LGA and its affiliates ("LGA's Percentage Holding") as follows:  







	LGA's Percentage Holding
 
	 	Annual Fee

	25% or above	 	$	1,000,000
	

10% and above, but under 25%	
 	
$	

500,000
	

under 10%	
 	
$	

0








The
Annual Fee shall be payable in equal monthly installments, in advance, on the first day of each month commencing on the first such day following the Effective Date. In the event that LGA's
Percentage Holding changes in any month during the term hereof and the amount of the Annual Fee changes in accordance with the provisions set forth above, the subsequent monthly payments shall be
adjusted accordingly. It is understood and agreed by LGA that with respect to certain changes in LGA's Percentage Ownership, subsequent monthly payments for the Annual Fee may be reduced to zero.
There shall be no retroactive adjustments in monthly payments already paid. 






Except
as set forth in this Amendment, the Agreement remains unchanged and is in full force and effect without defaults. All references herein and therein to "the Agreement" shall be deemed to be the
Agreement as modified by this Amendment. 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment effective on the Effective Date. 



	 	 	GART SPORTS COMPANY, a Delaware corporation
	

 	
 	

By:	

/s/  JOHN DOUGLAS MORTON      
 John Douglas Morton

Chairman, President and Chief Executive Officer	
 	

 
	

 	
 	
GART BROS. SPORTING GOODS COMPANY,

a Colorado corporation
	

 	
 	

By:	

/s/  JOHN DOUGLAS MORTON      
 John Douglas Morton

Chairman, President and Chief Executive Officer	
 	

 
	

 	
 	
SPORTMART, INC., a Delaware corporation
	

 	
 	

By:	

/s/  JOHN DOUGLAS MORTON      
 John Douglas Morton

Chairman, President and Chief Executive Officer	
 	

 
	

 	
 	
OSHMAN'S SPORTING GOODS, INC.,

a Delaware corporation
	

 	
 	

By:	

/s/  JOHN DOUGLAS MORTON      
 John Douglas Morton

Chairman, President and Chief Executive Officer	
 	

 
	

 	
 	
LEONARD GREEN & ASSOCIATES, L.P.,

a California limited partnership
	

 	
 	

By:	

/s/  JONATHAN D. SOKOLOFF      
	
 	

, General Partner
	 	 	By:	    
	 	 
	 	 	Name:	Jonathan D. Sokoloff
	 	 
	 	 	Title:	    
	 	 




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EXHIBIT 10.10.1