EXHIBIT 10.1


                   FIRST AMENDMENT TO JOINT VENTURE AGREEMENT

                  This First Amendment to Joint Venture Agreement ("Agreement")
is made and entered into this 6th day of September, 1996, effective as of the
19th day of January, 1995 (the "Effective Date"), by and between JUSCO CO., LTD.
("JUSCO"), a company incorporated under the laws of Japan and having its
registered office at 1, 1-Chome, Kandanishiki-cho, Chiyoda-ku, Tokyo 101, Japan
and THE SPORTS AUTHORITY, INC. ("TSA"), a corporation organized and existing
under the laws of the State of Delaware, United States of America ("U.S.A."),
and having its principal place of business at 3383 North State Road 7, Fort
Lauderdale, Florida 33319 U.S.A., in accordance with the following terms and
provisions:

         WHEREAS, Jusco and TSA entered into a certain Joint Venture Agreement
as of January 19, 1995 (the "JVA") establishing, developing and operating in
Japan sporting goods retail stores stocked and designed along the lines of "TSA
Stores" (as defined in the JVA);

         WHEREAS, the joint venture is to be carried out through the
incorporation in Japan of a "Joint Venture Company" (as defined in the JVA) to
be named "Mega Sports Co., Ltd." ("MEGA"); and

         WHEREAS, actual formation and operation of MEGA requires certain 
refinements and amendments to the JVA;

         NOW THEREFORE, Jusco and TSA acknowledge and agree to the following
amendments to the JVA.


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         1. In Section II entitled "TERMS AND DEFINITIONS" the definition of
"BUSINESS PLAN" shall be deleted in its entirety and shall be replaced by the
following provision:

                  The plan entitled "Business Plan for Mega Sports Co., Ltd."
                  and dated as of March 20, 1996 for the four-year period
                  commencing from February, 1996, which includes a preliminary
                  schedule for establishing Stores set forth in Section 3.7.


         2. In Section II entitled "TERMS AND DEFINITIONS" the definition of
"OPERATIVE DOCUMENTS" shall be deleted in its entirety and shall be replaced by
the following provision:

                  The Joint Venture Agreement, the Jusco Services Agreement
                  between Jusco and the Joint Venture Company and the TSA
                  Services Agreement and License Agreement between TSA and the
                  Joint Venture Company.


         3.       In Section II entitled "TERMS AND  DEFINITIONS" the 
definition of "DATE OF INCORPORATION" shall be changed by deleting "Joint
Venture Agreement" and adding in its place "Joint Venture Company."


         4. In Section 3.4 entitled "AUTHORIZED CAPITAL" the figure for
authorized capital of the Joint Venture Company shall be yen 400,000,000 and the
total paid-in capital shall be yen 100,000,000. After that, as a result of the
second issue of capital, the figure for authorized capital shall be yen
1,000,000,000 and the total paid-in capital shall be yen 250,000,000. As a
result of the third issue of capital, the figure for the authorized capital
shall be yen 1,000,000,000 and the total paid-in-capital shall be yen
400,000,000.

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         5. In Section 3.5. entitled "INITIAL CAPITAL CONTRIBUTIONS" the figures
for Jusco's subscription shall be 980 shares at par, representing 49% of the
issued share capital of the Joint Venture Company. Further, the figures for
TSA's subscription shall be 1,020 shares at par, representing 51% of the issued
share capital of the Joint Venture Company. The figures for Jusco's shares shall
be 2,450 and 3,920 respectively immediately after the second and third issue of
capital. The figures of TSA's shares shall be 2,550 and 4,080 respectively
immediately after the second and third issue of capital.



         6. In Section 3.7 entitled "ADDITIONAL FUNDING" the Joint Venture
Company's annual funding goals shall be set in view of the revised plan for
opening TSA Stores below:
                           YEAR                      NUMBER OF TSA STORES:
                           ----                      ---------------------

                           1995                      0

                           1996                      3

                           1997                      4

                           1998                      5

                           1999                      5


         7. The last paragraph of Section 3.7 entitled "ADDITIONAL FUNDING" is
deleted in its entirety and shall be replaced by the following provision:


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                  The Parties shall take such steps as are necessary to assure
                  that the Joint Venture Company shall not issue any other
                  Shares, convertible bonds and bonds with warrants without
                  first offering such other Shares or securities to each of the
                  Jusco JV Shareholder and the TSA JV Shareholder in proportion
                  to their shareholding in the Joint Venture Company at the time
                  of issuance so as to enable each Party to maintain its
                  proportional holding (measured in nominal value) of the issued
                  share capital of the Joint Venture Company. New Shares,
                  convertible bonds and bonds with warrants may be issued to
                  those other than Shareholders if approved by the affirmative
                  vote of at least two-thirds of the shares represented at a
                  general meeting of shareholders at which shareholders holding
                  a majority of the issued and outstanding Shares are present or
                  represented by proxy. Such resolution shall only be effective
                  for new shares to be issued for the first time after the
                  resolution and to be paid up within six (6) months of the date
                  of the resolution and for convertible bonds and bonds with
                  warrants to be issued for the first time after the resolution
                  and to be paid up within six (6) months of the date of the
                  resolution.


         8. In Section 3.9  entitled  "CORPORATE  NAME OF THE JOINT  VENTURE
COMPANY" the Joint Venture Company shall be named "Mega Sports Co., Ltd."


         9. In Section  4.4(c),  the reference to  "Management  Services  
Agreements" shall be changed to "TSA and Jusco Services Agreements."


         10. To Section 4.5 entitled "TRANSACTIONS WITH JUSCO OR TSA; INSURANCE"
a new paragraph shall be added prior to the last paragraph to specify a
potential reimbursement responsibility in connection with U.S.
Merchandise and Store Fixtures, to wit:

                  To the extent that the Joint Venture Company does not fulfill
                  its indemnification obligations as provided above in this
                  Section 4.5 to defend, indemnify and hold harmless the
                  Provider and its officers, directors, employees,
                  representatives and 


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                  agents, at the Joint Venture Company's expense, from and
                  against any claim, damage, loss, cost, expense (including
                  reasonable attorneys' fees) or penalty, or any action
                  therefor, arising out of or in connection with any services,
                  goods or facilities provided to the Joint Venture Company
                  and/or its Subsidiaries by a Provider, including U.S. and
                  Japan Merchandise or Store Fixtures pursuant to Article 2.3 of
                  the TSA and Jusco Services Agreements ("Damages"), Jusco and
                  TSA shall promptly reimburse such Provider, at the expense of
                  Jusco and TSA, for all such Damages which are not paid
                  directly by the Joint Venture Company, in proportion to their
                  shareholding interests in the Joint Venture Company at the
                  time any such Damages are incurred, including but not limited
                  to any claims for damaged or defective products, product or
                  premises liability, failure to comply with product labeling,
                  instructions, testing or certification requirements, trademark
                  or other proprietary right or intellectual property
                  infringement, negligence, defamation, misappropriation, unfair
                  competition and failure to pay withholding tax.


         11. In Section 4.8 entitled "ACTIONS BY BOARD OF DIRECTORS FOR CATEGORY
A ACTIONS" in subsection (vii) is deleted in its entirety and shall be replaced
by the following provision.

                  The borrowing by the Joint Venture Company which would result
in the borrowing to equity ratio of the Joint Venture Company exceeding the
ratio of twenty to one(20/1);

         12. Section VI entitled "Management Services and License Agreements"
shall be re-entitled "Services and License Agreements," Section 6.3 entitled
"MANAGEMENT SERVICES AGREEMENTS" shall be re-entitled "TSA AND JUSCO SERVICES
AGREEMENTS" and Section 6.3 shall be deleted in its entirety and shall be
replaced by the following provision:

                  Attached hereto as Exhibits C and D, each of which the Parties
                  shall cause the Joint Venture Company to execute immediately
                  after the Date of Incorporation, are the forms of agreements
                  pursuant to which TSA and Jusco, respectively, shall provide
                  services to the Joint Venture Company.

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         13. In Section 8.2. entitled "SUBSCRIPTION OF SHARES" the figures for
remittances by the Jusco JV Shareholder and the TSA JV Shareholder shall be yen
49,000,000 for 980 Shares at par, representing 49% of the issued share capital
of the Joint Venture Company, and yen 51,000,000 for 1,020 Shares at par value
of yen 50,000 each, representing 51% of the issued share capital of the Joint
Venture Company, respectively. After that, as a result of the second issue of
capital, the figures for remittances by the Jusco JV Shareholder and the TSA JV
Shareholder shall be yen 122,500,000 for 2,450 Shares at par and yen 127,500,000
for 2,550 Shares at par respectively. As a result of third issue of capital, the
figures for remittances by the Jusco JV Shareholder and the TSA JV Shareholder
shall be yen 196,000,000 for 3,920 Shares at par and yen 204,000,000 for 4,080
Shares at par respectively.


         14. A new Section 10.7 entitled "BOARD APPROVAL OF TRANSFERS OF SHARES"
is added to Section X, to wit: "Notwithstanding the provisions of Sections 10.1
through 10.6 above, after the Parties have fully complied with the requirements
of such Sections, Article 8 of the Company's Articles of Incorporation shall
apply, which provides that any transfer of Shares shall be subject to approval
by the Board of Directors by way of an unanimous vote of all the Directors in
office. Such action shall be regarded as a Category A Action and shall be
governed by the provisions of Section 4.8."


         15.      Sections  11.2 (a) and (b) are deleted in their  entirety 
and shall be replaced by the following provisions:

         11.2.    TERMINATION.  This Agreement may be terminated at any time

                  BY TSA OR JUSCO, AS THE CASE MAY BE, IF:
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                                      (a) The other Party shall materially
                  default in the performance of any of the covenants, terms and
                  conditions of this Agreement and shall fail to cure such
                  default within sixty (60) calendar days after receipt of
                  notice in writing from the terminating Party of such default,
                  giving reasonable particulars of such default and of the
                  intention of the Party serving the notice to terminate this
                  Agreement unless such default is cured; provided, however,
                  that if such default cannot reasonably be cured within sixty
                  (60) calendar days, no termination shall occur so long as the
                  Party against which default has been declared continues to use
                  its best efforts to cure such default;

                  AUTOMATICALLY, IF:

                                      (b) Either Party shall be judicially
                  declared bankrupt or insolvent, make an assignment for the
                  benefit of, or enter into a compromise with, its creditors;
                  initiate bankruptcy or insolvency proceedings of any kind or
                  proceedings for the appointment of a receiver, manager,
                  judicial manager or similar official with respect to it or any
                  of its assets or become a party to dissolution proceedings;
                  provided, however, that no termination shall occur if any such
                  action is stayed, dismissed or reversed within sixty (60)
                  calendar days of the initiation of such action and the subject
                  Party provides satisfactory evidence of the same within such
                  period.


         16.  Section 11.4 is deleted in its entirety and shall be replaced 
by the following provision:

                  11.4. EFFECT OF TERMINATION UNDER SECTION 11.2(B). Upon a
                  termination of this Agreement under Section 11.2(b), the
                  Parties agree that the Joint Venture Company shall be
                  voluntarily dissolved and liquidated, provided that no
                  dissolution and liquidation shall occur upon such a
                  termination (or as otherwise provided in the Joint Venture
                  Company's Articles of Incorporation) if the non-bankrupt
                  holders of all of the remaining Shares elect to continue the
                  existence of the Joint Venture Company, in which case the
                  bankrupt holders shall vote with the non-bankrupt to approve
                  such continuance (including any necessary amendment of the
                  Articles of Incorporation to effect such continuance) and the
                  non-bankrupt holders shall purchase all (but not less than
                  all) of the Shares then owned by the bankrupt Party or any of
                  its direct or indirect wholly-owned Subsidiaries by serving
                  written notice to such Party and paying for such Shares in
                  accordance with Section 11.3. As a part of a dissolution and
                  liquidation, the non-bankrupt Party shall have the right (but
                  not the obligation) to purchase all, but not less than all, of
                  the assets of the Joint Venture Company at a price 

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                  equal to the Fair Market Value thereof determined in
                  accordance with an Appraisal. The Party exercising its rights
                  under this Section 11.4 shall do so by serving written notice
                  to the other Party and the Joint Venture Company within thirty
                  (30) calendar days after the date of termination. The closing
                  shall be held within forty-five (45) days of the Parties'
                  receipt of the final appraisal of the assets of the Joint
                  Venture Company unless otherwise agreed by the Parties. The
                  purchase price of the assets purchased under this Section 11.4
                  must be paid in Japanese Yen in immediately available and
                  transferable funds through a transfer of funds to a banking
                  account to be designated at that time by the Joint Venture
                  Company. As a condition to the closing, the Parties shall
                  procure that the Joint Venture Company shall deliver to the
                  Party exercising its rights hereunder such instruments of
                  transfer as such Party may reasonably request, transferring
                  the assets free and clear of any lien or encumbrance other
                  than, with respect to real estate, encumbrances of record that
                  do not materially interfere with the use of the property for
                  the conduct of a retail store.


         17. In all other respects the JVA remains unmodified. In any conflict
or inconsistency between the provisions of this Agreement and the provisions of
the JVA, the provisions of this Agreement shall govern.

         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed as of the date first above written by its duly authorized officer or
officers.

JUSCO CO. ,  LTD.

By:  /S/ TAKUYA OKADA
     ----------------

Name:  Takuya Okada

Title:    Chairman and CEO


THE SPORTS AUTHORITY, INC.

By:  /S/ JACK A. SMITH
     ------------------
Name:  Jack A. Smith

Title:   Chairman of the Board and CEO