Exhibit
      10.24

    WEBSITE
      SECURITY AGREEMENT AND POWER OF ATTORNEY

     

    This
      WEBSITE SECURITY AGREEMENT AND POWER OF ATTORNEY (this “Agreement”)
      is
      dated as of June 20, 2008, among SPORT CHALET, INC., a Delaware corporation
      (“Grantor”),
      and
      BANK OF AMERICA, N.A., a national banking association, as administrative agent
      for the Lenders (“Agent”)
      in
      connection with the Loan Agreement described below.

     

    R
      E C I T
      A L S:

     

    WHEREAS,
      Grantor is indebted to Agent and Secured Parties pursuant to that certain Loan
      and Security Agreement dated as of even date herewith (as amended, restated,
      or
      otherwise modified from time to time, the “Loan
      Agreement”);
      and

     

    WHEREAS,
      the parties wish to provide for the terms and conditions upon which the
      Obligations shall be secured by the Website Collateral (as defined below);
      and

     

    WHEREAS,
      this Agreement is made to secure the Secured Obligations (defined below) and
      in
      consideration of advances, credit or other financial accommodations now or
      hereafter being afforded to Grantor by Agent and Secured Parties;

     

    NOW,
      THEREFORE, for valuable consideration hereby acknowledged, the parties agree
      as
      follows:

     

    DEFINITIONS;
      RULES OF CONSTRUCTION

     

    1.1. Definitions.
      Initially capitalized terms used but not defined herein have the respective
      meanings set forth in the Loan Agreement. As used herein, the following terms
      have the meanings set forth below:

     

    Secured
      Obligations:
      all
“Obligations” (as defined in the Loan Agreement).

     

    Websites:
      (a) all
      internet domain names, domain name registrations, NIC handles, IP addresses,
      domains, and any contract rights pertaining to any of the foregoing; and (b)
      all
      registrations, continuations, and extensions thereof.

     

    1.2. Certain
      Matters of Construction.
      The
      terms “herein”, “hereof”, “hereunder” and other words of similar import refer to
      this Agreement as a whole and not to any particular section, paragraph or
      subdivision. Any pronoun used shall be deemed to cover all genders. The terms
      “including” and “include” shall mean “including, without limitation” and, for
      purposes of each Loan Document, the parties agree that the rule of ejusdem
      generis
      shall
      not be applicable to limit any provision. Section titles appear as a matter
      of
      convenience only and shall not affect the interpretation hereof. All references
      to (a) laws or statutes include all related rules, regulations, interpretations,
      amendments and successor provisions; (b) any document, instrument or agreement
      include any amendments, waivers and other modifications, extensions or renewals
      (to the extent permitted hereby); (c) any section mean, unless the context
      otherwise requires, a section of this Agreement; (d) any exhibits or schedules
      mean, unless the context otherwise requires, exhibits and schedules attached
      hereto, which are hereby incorporated by reference; (e) any Person include
      successors and assigns; or (f) unless otherwise specified herein, discretion
      of
      Agent means the sole and absolute discretion of Agent. Grantor shall have the
      burden of establishing any alleged negligence, misconduct or lack of good faith
      by Agent or any other Secured Party hereunder. No provision hereof shall be
      construed against any party by reason of such party having, or being deemed
      to
      have, drafted the provision.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    SECTION
      2. WEBSITE
      COLLATERAL 

     

    2.1. Grant
      of Security Interest in Website Collateral.
      Grantor
      hereby grants to Agent, for the benefit of Secured Parties, a continuing first
      priority security interest in all of Grantor’s right, title and interest in, to
      and under the following, whether presently existing or hereafter created or
      acquired (collectively, the “Website
      Collateral”):

     

    all
      of
      its Websites including those referred to on Schedule
      I
      hereto;
      and

     

    all
      products and proceeds of the foregoing, including any claim by Grantor against
      third parties for past, present or future (i) infringement or dilution of any
      Website or (ii) injury to the goodwill associated with any
      Website.

     

    2.2. Loan
      and Security Agreement.
      The
      security interests granted pursuant to this Agreement are granted in conjunction
      with the security interests granted to Agent, for the benefit of Secured
      Parties, pursuant to the Loan Agreement and any security agreement delivered
      in
      connection therewith. Grantor hereby acknowledges and affirms that the rights,
      remedies and obligations of Agent with respect to the security interest in
      the
      Website Collateral made and granted hereby are more fully set forth in the
      Loan
      Agreement and any security agreement delivered in connection therewith, the
      terms and provisions of which are incorporated by reference herein as if fully
      set forth herein.

     

    2.3. Authorization
      to Supplement.
      If
      Grantor has or obtains rights to any Websites not listed on Schedule
      I,
      the
      provisions of this Agreement shall automatically apply thereto. Grantor shall
      give prompt notice in writing to Agent with respect to any such additional
      Websites. Without limiting Grantor’s obligations under this Section
      2.3,
      Grantor
      hereby authorizes Agent unilaterally to modify this Agreement by amending
Schedule
      I
      to
      include any such additional Websites. Notwithstanding the foregoing, no failure
      to so modify this Agreement or amend Schedule
      I
      shall in
      any way affect, invalidate or detract from Agent’s continuing security interest
      in all Website Collateral, whether or not listed on Schedule
      I.
      

     

    SECTION
      3. POWER
      OF
      ATTORNEY

     

    3.1. Grant
      of Power of Attorney.
      Subject
      to Section
      3.3
      below,
      Grantor hereby appoints and constitutes Agent its true and lawful attorney,
      with
      full power of substitution, and with full power and authority to perform the
      following acts on behalf of Grantor:

     

    assigning,
      selling, licensing or otherwise disposing of all right, title and interest
      of
      Grantor in and to any of the Websites, 

     

    registering
      and filing of, or accomplishing any other formality with respect to, the
      Websites;

     

    evidencing
      and perfecting Agent’s security interest in the Websites and recording,
      registering and filing of, or accomplishing any other formality with respect
      to,
      the foregoing; and

     

    executing
      any and all documents, statements, certificates or other papers and taking
      any
      and all other action necessary or advisable in order to obtain the purposes
      described above as Agent may determine in its discretion.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.2. Irrevocability.
      This
      power of attorney is made pursuant to the Loan Agreement and is subject to
      the
      conditions thereof and may not be revoked by Grantor until the Full Payment
      of
      all Obligations.

     

    3.3. Exercise
      of Power of Attorney.
      Agent
      may exercise the power of attorney granted herein upon the occurrence and during
      the continuation of a “Default” or “Event of Default” under and as defined in
      the Loan Agreement. Grantor acknowledges and agrees that a written statement
      from Agent that a “Default” or “Event of Default” exists shall be conclusive
      proof thereof as to third parties, including Network Solutions, LLC, relying
      on
      this power of attorney. Grantor hereby releases Network Solutions, LLC and
      any
      other third party relying on this power of attorney from any and all liability
      as a result of its acting upon instructions received from Agent which purport
      to
      be made pursuant to this power of attorney, even if such instructions are
      contrary to any instructions or demands of Grantor.

     

    SECTION
      4. MISCELLANEOUS

     

    4.1. Miscellaneous.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto, their heirs, executors, administrators, successors, legal
      representatives, and assigns. This Agreement may be executed in any number
      of
      counterparts, each of which shall be an original and all of which, when taken
      together, shall constitute one agreement and shall be considered to be a Loan
      Document. This Agreement, together with the Loan Agreement and the other Loan
      Documents, embodies the entire agreement among the parties with respect to
      the
      subject matter hereof and amends and supersedes all prior agreements and
      understandings relating to such subject matter. This letter shall be governed
      by
      the laws of the State of California. To the extent not prohibited by applicable
      law, each of the parties hereto waives its right to a trial by jury, if any,
      in
      any action to enforce, defend, interpret, or otherwise concerning this letter.
      Without limiting the applicability of any other provision of the Loan Agreement,
      the terms of Sections 14.13 and 14.14 of the Loan Agreement are incorporated
      herein, mutatis
      mutandis,
      and
      shall apply to and govern this Agreement.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first written above.

    


    
      	 	
              GRANTOR:

            
	 	 
	 	
              SPORT
                CHALET, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                Howard Kaminsky

            
	 	
              Name:

            	
              Howard
                Kaminsky

            
	 	
              Title:

            	
              Executive
                Vice President and CFO

            


    

    
 

    
      
        
        

      

      
        
          Signature
            Page

        

        
          

        

      

      
        
        

      

    

    


    
      	
              AGENT:

            
	 
	
              BANK
                OF AMERICA, N.A, as Agent

            
	 	 
	
              By:
                

            	
              /s/
                Stephen King

            
	
              Name:

            	
              Stephen
                J. King

            
	
              Title:

            	
              Vice
                President

            


    

     

    
      
        
        

      

      
        
          Signature
            Page

        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    to

    WEBSITE
      SECURITY AGREEMENT AND POWER OF ATTORNEY

     

    INTERNET
      DOMAIN NAME REGISTRATIONS

    

      
        
          	
                  DOMAIN NAME

                	 	
                  DOMAIN NAME

                  REGISTRATION DATE

                	 	
                  DOMAIN NAME

                  EXPIRATION DATE 

                
	
                  Sportchalet.com

                	 	
                  December 23,
                    1995

                	 	
                  November
                    17, 2015

                


        

      

    

     

    
      
        
        

      

      
        
          Schedule
            I