**Exhibit
      10.22**


**PLEDGE
      AGREEMENT**




This
      PLEDGE AGREEMENT (this “ **Agreement** ”)
      is
      dated as of June 20, 2008, among SPORT CHALET, INC. *,* a
      Delaware corporation (“ **Pledgor** ”),
      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,
      Pledgor is indebted to Agent and Secured Parties pursuant to that certain
      Amended and Restated 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 Pledged Collateral (as defined below);
      and




WHEREAS,
      this Agreement is made to secure the Obligations and in consideration of
      advances, credit or other financial accommodations now or hereafter being
      afforded to Borrower 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:




**Pledged
      Collateral** :
      collectively, (a) all the shares of capital stock and all of the membership
      or
      other equity interests in each Subsidiary of Pledgor, each owned beneficially
      and of record by Pledgor, including the shares and membership interests listed
      on Schedule I attached
      hereto and made a part hereof, and all cash, dividends, distributions, other
      securities, instruments, rights, and other property at any time and from time
      to
      time received or receivable in respect thereof or in exchange for all or any
      part thereof, including dividends, distributions, warrants, profits, rights
      to
      subscribe, rights to return of its contribution, conversion rights, liquidating
      dividends, and other rights (subject to Section
      6.1 below);
      (b) all other property hereafter delivered to Agent (or any agent or bailee
      holding on behalf of Agent) by Pledgor in substitution for or in addition to
      any
      of the foregoing, and all certificates and instruments representing or
      evidencing such other property and all cash, dividends, other securities,
      instruments, rights and other property at any time and from time to time
      received or receivable in respect thereof or in exchange for all or any part
      thereof, including dividends, distributions, warrants, profits, rights to
      subscribe, conversion rights, liquidating dividends and other rights; and (c)
      all proceeds of all of the foregoing.




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


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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. In the
      computation of periods of time from a specified date to a later specified date,
      “from” means “from and including,”, “through” means “through and including,” and
“to” and “until” each mean “to but excluding,”. 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. Pledgor 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.




SECTION
      2.  PLEDGED
      COLLATERAL




2.1  Pledge
      of Collateral .
      Pledgor
      hereby pledges and assigns to Agent and grants to Agent a security interest
      in
      all of the Pledged Collateral, whether now owned or hereafter acquired, to
      secure prompt payment and full performance of the Secured
      Obligations.




2.2  Delivery
      of Certificates .
      All
      certificates or instruments representing or evidencing the Pledged Collateral
      must be delivered to and held by or on behalf of Agent pursuant to this
      Agreement and must be in suitable form for transfer by delivery, or accompanied
      by duly executed instruments of transfer or assignment in blank, all in form
      and
      substance satisfactory to Agent. Agent has the right, at any time after an
      Event
      of Default (as defined herein) has occurred and is continuing, in its reasonable
      discretion and without notice to Pledgor, to transfer to or to register any
      or
      all of the Pledged Collateral in the name of Agent or any of its nominees.
      In
      addition, Agent has the right at any time to exchange certificates or
      instruments representing or evidencing any or all of the Pledged Collateral
      for
      certificates or instruments of smaller or larger denominations.




2.3.  Certain
      Certificated and Non-Certificated Securities .
      Each
      interest in any limited liability company or partnership controlled by Pledgor,
      pledged hereunder and represented by a certificate, shall be a “security” within
      the meaning of Division 8 of the California Uniform Commercial Code (“Article
      8”), shall be covered by Article 8 and shall at all times hereafter be
      represented by a certificate. Pledgor further acknowledges and agrees that
      (a)
      each interest in any limited liability company or partnership controlled by
      Pledgor, pledged hereunder and not represented by a certificate, shall not
      be
      for purposes of this Agreement and the other Loan Documents a “security” within
      the meaning of Article 8 and shall not be governed by Article 8, and (b) Pledgor
      shall at no time elect to treat any such interest as a “security” within the
      meaning of Article 8 or issue any certificate representing such interest, in
      each case unless Pledgor provides prior written notification to the Agent of
      such election and promptly delivers any such certificate to Agent pursuant
      to
      the terms hereof.




2.4.  Dividends
      and Replacement Stock .
      Except
      as provided in Section
      6.1 below,
      in the event that Pledgor receives any cash, dividends, other securities,
      instruments, rights or other property at any time and from time to time received
      or receivable in respect of any of the Pledged Collateral, or in exchange for
      all or any part thereof, including dividends, distributions, warrants, profits,
      rights to subscribe, conversion rights, liquidating dividends, and other rights,
      Pledgor acknowledges that the same will be received IN TRUST for Agent and
      will
      immediately deliver the same to Agent in original form of receipt, together
      with
      any stock or bond powers, assignments, endorsements, or other documents or
      instruments as Agent may request to establish, protect, or perfect Agent’s
      interest in respect of such Pledged Collateral.


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SECTION
      3.  REPRESENTATIONS
      AND WARRANTIES




3.1.  General
      Representations and Warranties .
      To
      induce Agent to enter into the Loan Agreement and the other Loan Documents,
      Pledgor represents and warrants that:




3.1.1 Corporate
      Names; Locations .
      During
      the five years preceding the Closing Date, except as shown on the schedules
      to
      the Loan Agreement, Pledgor has not been known as or used any corporate,
      fictitious or trade names, has been the surviving corporation of a merger or
      combination, or has acquired any substantial part of the assets of any Person.
      The chief executive offices and other places of business of Pledgor are shown
      on
      the schedules to the Loan Agreement. During the five years preceding the Closing
      Date, Pledgor has not had any other office or place of business except as shown
      in the schedules to the Loan Agreement.




3.1.2  Ownership
      of Pledged Collateral .
      Pledgor
      is the sole legal, beneficial, and, if applicable, record owner of the Pledged
      Collateral (or, in the case of after-acquired Pledged Collateral, will be the
      sole such owner thereof), having good and marketable title thereto, free of
      all
      liens, security interests, encumbrances, or claims of any kind other than those
      in favor of Agent under this Agreement.




3.1.3  Securities
      Act .
      All
      shares of stock constituting Pledged Collateral: (a) have been duly and
      validly issued in compliance with (or pursuant to a valid exception from) all
      Applicable Laws (including the Securities Act of 1933, as amended (the
“Securities Act”)); (b) are fully paid, nonassessable, and free of
      preemptive rights; (c) are not subject to any restrictions upon the voting
      rights or upon the transfer thereof other than pursuant to the Securities Act
      and any applicable “blue sky” laws; (d) constitute all securities of Pledgor’s
      Subsidiaries owned beneficially and of record by Pledgor; and
      (e) constitute 100% of the issued and outstanding shares of each class of
      voting and non-voting stock or membership or other equity interests of Pledgor’s
      Subsidiaries owned by Pledgor.




3.1.4.  Representations
      and Warranties in Loan Agreement Incorporated .
      Without
      limiting any of the foregoing representations and warranties, Pledgor represents
      and warrants that each of the representations and warranties set forth in the
      Loan Agreement to the extent applicable to Pledgor are true, correct and
      complete as written.




3.2. Complete
      Disclosure .
      No Loan
      Document contains any untrue statement of a material fact regarding Pledgor
      or
      its properties, nor fails to disclose any material fact regarding Pledgor or
      its
      properties necessary to make the statements contained therein not materially
      misleading. There is no fact or circumstance that Pledgor has failed to disclose
      to Agent in writing that could reasonably be expected to have a Material Adverse
      Effect.




SECTION
      4. COVENANTS




4.1. Covenants
      of Pledgor .
      Until
      the Full Payment of all Secured Obligations, Pledgor shall:




4.1.1 Protect
          Pledged Collateral .
          Preserve and protect the Pledged Collateral.




4.1.2  No
      Liens .
      Not
      create, incur, assume, or permit to exist any liens, encumbrances, security
      interests, levies, assessments, or charges on or in any of the Pledged
      Collateral, except those approved in writing by Agent.




4.1.3  No
      Sales .
      Not
      sell, encumber, or otherwise dispose of or transfer any Pledged Collateral,
      or
      any right or interest therein and will: (a) not issue any other stock or
      membership or other equity interests in addition to or in substitution for
      the
      Pledged Collateral, except to Pledgor; and (b) pledge hereunder,
      immediately upon Pledgor’s acquisition (directly or indirectly) thereof, any and
      all additional shares of stock or membership or other equity interests of any
      of
      Pledgor’s Subsidiaries.


3


4.1.4  Defend
      Title .
      Appear
      in and defend, at Pledgor’s own expense, any action or proceeding that may
      affect Pledgor’s title to or Agent’s interest in the Pledged
      Collateral.




4.1.5  Taxes
      on Pledged Collateral .
      Promptly pay and discharge all taxes, assessments, and governmental charges
      or
      levies imposed on the Pledgor or any of the Pledged Collateral before the same
      become delinquent.




4.1.6  Further
      Assurances .
      Procure
      or execute and deliver, from time to time, in form and substance satisfactory
      to
      Agent, any stock powers, bond powers, endorsements, assignments, financing
      statements, estoppel certificates, or other writings deemed necessary or
      appropriate by Agent to perfect, maintain, or protect Agent’s security interest
      in the Pledged Collateral and the priority thereof, and take such other action
      and deliver such other documents, instruments, and agreements pertaining to
      the
      Pledged Collateral as Agent may reasonably request to effectuate the intent
      of
      this Agreement.




4.1.7  Advances .
      If
      Agent gives value to enable Pledgor to acquire rights in or use of any Pledged
      Collateral, use such value only for such purpose.




4.1.8  Records
      and Other Information .
      Keep
      accurate and complete records of the Pledged Collateral and provide Agent with
      access thereto with the right to make extracts therefrom and provide Agent
      with
      such other information pertaining to the Pledged Collateral as Agent may
      reasonably request from time to time.




SECTION
      5. AUTHORIZED
      ACTION BY AGENT




5.1 Attorney-in-Fact .
      Pledgor
      hereby irrevocably appoints Agent as its attorney-in-fact to do (but Agent
      shall
      not be obligated to and shall not incur any liability to Pledgor or any third
      party for failure to do) any act that Pledgor is obligated by this Agreement
      to
      do, and (subject to Section
      6.1 below)
      to exercise such rights and powers as Pledgor might exercise with respect to
      the
      Pledged Collateral, including the right to:




(a) Collect
      by legal proceedings or otherwise and endorse, receive and receipt for all
      payments, proceeds and other sums and property now or hereafter payable on
      or in
      respect of the Pledged Collateral, including dividends, distributions, profits
      and interest payments;




(b) Enter
      into any extension, reorganization, deposit, merger, or consolidation agreement
      or other agreement pertaining to any of the Pledged Collateral, and in
      connection therewith, to: (i) deposit or surrender control of the Pledged
      Collateral thereunder; (ii) accept other property in exchange therefor; and
      (iii) do and perform such acts and things as Agent may deem proper; and any
      money or property secured in exchange therefor will be applied to the Secured
      Obligations or held by Agent pursuant to the provisions of this
      Agreement;




(c) Protect
      and preserve the Pledged Collateral;




(d) If
      any
      Event of Default has occurred and is continuing, transfer the Pledged Collateral
      to its own or its nominee’s name; and




4




(e) If
      any
      Event of Default has occurred and is continuing, make any compromise,
      settlement, or adjustment, and take any action Agent deems advisable, with
      respect to the Pledged Collateral.




5.2.  Reimbursement .
      Pledgor
      agrees to reimburse Agent upon demand for any costs and reasonable expenses,
      including attorneys’ fees, that Agent may incur while acting as Pledgor’s
      attorney-in-fact under this Agreement, all of which costs and expenses are
      included in the Secured Obligations and are payable upon demand. It is further
      agreed and understood between the parties hereto that such care as Agent gives
      to the safekeeping of its own property of like kind constitutes reasonable
      care
      of the Pledged Collateral when in Agent’s possession; *provided* , *however* ,
      that
      Agent will not be required to make any presentment, demand, or protest, or
      give
      any notice and need not take any action to preserve any rights against any
      prior
      party or any other person in connection with the Secured Obligations or with
      respect to the Pledged Collateral.




5.3.  Irrevocable
      Interests .
      All the
      foregoing powers authorized in this Section
      5 ,
      being
      coupled with an interest, are irrevocable so long as any of the Secured
      Obligations are outstanding.




SECTION
      6.  TRANSFER,
      VOTING, DIVIDENDS, ETC.




6.1.  Prior
      to Event of Default .
      Notwithstanding any other provision of this Agreement, so long as no Event
      of
      Default has occurred and is continuing:




(a) Pledgor
      is entitled to exercise all voting powers pertaining to all shares of stock
      or
      membership or other equity interests constituting Pledged Collateral for all
      purposes not inconsistent with the terms of this Agreement;




(b) Pledgor
      is entitled to receive and retain all dividends or distributions (other than
      shares of stock or membership or other equity interests or liquidating dividends
      or distributions) and all interest payments payable in respect of the Pledged
      Collateral; *provided* ,
      that
      such dividends, distributions, or interest payments are permitted by the terms
      of the Loan Agreement and the other Loan Documents; and *provided* , *further* , *however* ,
      that
      all shares of stock or property representing shares of stock or liquidating
      dividends or a distribution or return of capital upon or in respect of the
      shares of stock constituting Pledged Collateral or resulting from a split-up,
      revision, or reclassification of such Pledged Collateral or received in exchange
      therefor, as a result of a merger, consolidation, or otherwise, must be paid
      or
      transferred directly to Agent immediately upon receipt thereof by Pledgor and
      be
      retained by Agent as Pledged Collateral hereunder (or applied to the Secured
      Obligations in accordance with the terms of the Loan Agreement);
      and




(c) In
      order
      to permit Pledgor to exercise such voting powers and to receive such dividends,
      Agent will, if necessary and upon the written request of Pledgor, from time
      to
      time, execute and deliver to Pledgor appropriate proxies.




6.2.  During
      Event of Default .
      If any
      Event of Default has occurred and while the same is continuing:




(a)  Agent
      or
      its nominee or nominees, may, if Agent so elects by written notice to Pledgor,
      have the sole and exclusive right to exercise all voting powers pertaining
      to
      the shares of stock or membership or other equity interests constituting Pledged
      Collateral, and may exercise such powers in such manner as Agent may elect,
      and
      Pledgor hereby grants Agent an irrevocable proxy, coupled with an interest,
      to
      vote such shares of stock or membership or other equity interests; *provided* , *however* ,
      that
      such proxy will terminate upon termination of Agent’s security interest in the
      Pledged Collateral; and


5


(b)  All
      dividends and other distributions and profits made upon or in respect of the
      Pledged Collateral and all interest payments must be paid directly to and be
      retained by Agent as Pledged Collateral hereunder (or applied to the Secured
      Obligations, consistent with the terms of the Loan Agreement).




SECTION
      7.  DEFAULT
      AND REMEDIES




7.1.  Events
      of Default .
      Any
“Event of Default” as defined in the Loan Agreement shall be an “ **Event
      of Default** ”
      hereunder.




7.2.  Remedies
      upon Default .
      If an
      Event of Default described in Section 11.1(j) of the Loan Agreement occurs
      with
      respect to Pledgor, then to the extent permitted by Applicable Law, all Secured
      Obligations shall become automatically due and payable by Pledgor, without
      any
      action by Agent or notice of any kind. In addition, or if any other Event of
      Default has occurred and is continuing, Agent may in its discretion (and shall
      upon written direction of Required Lenders) do any one or more of the following
      from time to time:




(a)  declare
      any Secured Obligations immediately due and payable, whereupon they shall be
      due
      and payable without diligence, presentment, demand, protest or notice of any
      kind, including notice of intent to accelerate and notice of acceleration,
      all
      of which are hereby waived by Pledgor to the fullest extent permitted by
      law;




(b)  settle,
      compromise, or release, on terms acceptable to Agent, in whole or in part,
      any
      amounts owing on the Pledged Collateral, and to extend the time of payment,
      in
      Agent’s name or in the name of Pledgor, in respect thereof;




(c)  apply
      to
      the payment of the Secured Obligations, or collect the Pledged Collateral,
      notwithstanding any forfeiture of interest or loss of other rights of Pledgor
      against any obligor on the Pledged Collateral resulting from such
      action;




(d)  sell
      or
      otherwise dispose of the Pledged Collateral in accordance with Applicable Law,
      or any part thereof, either at public or private sale, on any broker’s board or
      securities exchange, in lots or in bulk, for cash, on credit, or otherwise,
      with
      or without representations or warranties, and upon such terms as are acceptable
      to Agent; and




(e)  exercise
      any other default rights or remedies afforded under the Loan Agreement, any
      other Loan Document, or any other agreement, by law, at equity or otherwise,
      including the rights and remedies of a secured party under the UCC.




7.3.  Application
      of Proceeds . The
      net
      cash proceeds resulting from the collection, liquidation, sale, or other
      disposition of the Pledged Collateral will be applied first, to the expenses
      (including all attorneys’ fees) of holding, storing, preparing for sale,
      selling, collecting, liquidating, and the like, including any brokerage
      commissions and stamp or transfer taxes, and then to the satisfaction of all
      Secured Obligations, application as to any particular obligation or indebtedness
      or against principal or interest to be in Agent’s absolute
      discretion.


6


7.4.  Securities
      Act .
      If by
      reason of any prohibition contained in the Securities Act, as now or hereafter
      in effect, or in applicable California or other state securities laws, as now
      or
      hereafter in effect, or in any rules or regulations pertaining to any of the
      foregoing laws, Agent believes in its sole judgment that it is compelled to
      resort to one or more private sales of shares of stock constituting Pledged
      Collateral to a single purchaser or a restricted group of purchasers who will
      be
      obliged to agree, among other things, to acquire such securities for their
      own
      account, for investment and not with a view to the distribution or resale
      thereof, Pledgor acknowledges and agrees that private sales of such Pledged
      Collateral may be held notwithstanding that such sales may be at prices and
      on
      other terms less favorable to Pledgor than if such Pledged Collateral were
      sold
      at public sale. The Pledgor further agrees that Agent has no obligation to
      delay
      the sale of any such Pledged Collateral for the period of time necessary to
      permit registration of the Pledged Collateral, even if the issuer thereof would,
      or should, agree to register such Pledged Collateral for public sale under
      applicable securities laws. The Pledgor specifically agrees that private sales
      made under the foregoing circumstances shall be deemed to have been made in
      a
“commercially reasonable” manner.




7.5.  Duty
      of Agent .
      Agent
      is not under any duty or obligation whatsoever to collect any dividends,
      interest, profits, or other payments due or accruing in respect of the Pledged
      Collateral or to take any action to preserve rights in connection with any
      Pledged Collateral, including making or giving any presentment, demands for
      performance, notices of non-performance, protests, notices of protest, or
      notices of dishonor in connection with any Pledged Collateral.




7.6.  Return;
      Acquittance .
      Agent
      may deliver any Pledged Collateral to Pledgor at any time and the receipt
      thereof by Pledgor will be a complete and full acquittance in respect of the
      Pledged Collateral so delivered, and Agent will thereafter be discharged from
      any liability or responsibility therefor.




7.7.  Remedies
      Cumulative; No Waiver .




7.7.1  Cumulative
      Rights .
      All
      covenants, conditions, provisions, warranties, guaranties, indemnities and
      other
      undertakings of Pledgor and each other Obligated Party contained in the Loan
      Documents are cumulative and not in derogation or substitution of each other.
      In
      particular, the rights and remedies of Agent and Lenders are cumulative, may
      be
      exercised at any time and from time to time, concurrently or in any order,
      and
      shall not be exclusive of any other rights or remedies that Agent and Lenders
      may have, whether under any agreement, by law, at equity or
      otherwise.




7.7.2  Waivers .
      The
      failure or delay of Agent or any Lender to require strict performance by Pledgor
      with any terms of the Loan Documents, or to exercise any rights or remedies
      with
      respect to Pledged Collateral or otherwise, shall not operate as a waiver
      thereof nor as establishment of a course of dealing. All rights and remedies
      shall continue in full force and effect until Full Payment of all Secured
      Obligations. No modification of any terms of any Loan Documents (including
      any
      waiver thereof) shall be effective, unless such modification is specifically
      provided in a writing directed to Pledgor and executed by Agent or the requisite
      Lenders, and such modification shall be applicable only to the matter specified.
      No waiver of any Default or Event of Default shall constitute a waiver of any
      other Default or Event of Default that may exist at such time, unless expressly
      stated. If Agent or any Lender accepts performance by Pledgor under any Loan
      Documents in a manner other than that specified therein, or during any Default
      or Event of Default, or if Agent or any Lender shall delay or exercise any
      right
      or remedy under any Loan Documents, such acceptance, delay or exercise shall
      not
      operate to waive any Default or Event of Default nor to preclude exercise of
      any
      other right or remedy.


7


SECTION
      8.  MISCELLANEOUS




8.1.  Successors
      and Assigns .
      This
      Agreement shall be binding upon and inure to the benefit of Pledgor and Agent
      and their respective successors and assigns, except that Pledgor shall not
      have
      the right to assign its rights or delegate its obligations under any Loan
      Documents.




8.2.  Amendments . No
      modification of this Agreement shall be effective without the prior written
      agreement of Agent and Pledgor .




8.3.  Indemnity . **PLEDGOR
      SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY
      BE
      INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM
      THE NEGLIGENCE OF AN INDEMNITEE** .
      In no
      event shall Pledgor have any obligation hereunder to indemnify or hold harmless
      an Indemnitee with respect to a Claim that is determined in a final,
      non-appealable judgment by a court of competent jurisdiction to result from
      the
      gross negligence or willful misconduct of such Indemnitee.




8.4.  Notices
      and Communications .
      All
      notices and other communications by or to a party hereto shall be in writing
      and
      shall be given to Pledgor, at Pledgor’s address shown on the signature pages to
      the Loan Agreement, and to Agent at its address shown on the signature pages
      to
      the Loan Agreement, or at such other address as such party may hereafter specify
      by notice in accordance with this Section
      8.4 .
      Each
      such notice or other communication shall be effective only (a) if given by
      facsimile transmission, when transmitted to the applicable facsimile number,
      if
      confirmation of receipt is received; (b) if given by mail, three Business Days
      after deposit in the U.S. mail, with first-class postage pre-paid, addressed
      to
      the applicable address; or (c) if given by personal delivery, when duly
      delivered to the notice address with receipt acknowledged. Any written notice
      or
      other communication that is not sent in conformity with the foregoing provisions
      shall nevertheless be effective on the date actually received by the noticed
      party. Electronic and voice mail may not be used as effective notice
      hereunder.




8.5.  Performance
      of Secured Obligations .
      Agent
      may, in its discretion at any time and from time to time, at Pledgor’s expense,
      pay any amount or do any act required of Pledgor hereunder or otherwise lawfully
      requested by Agent to (a) enforce any Loan Documents or collect any Secured
      Obligations; (b) protect, insure, maintain or realize upon any Pledged
      Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens
      in any Pledged Collateral, including any payment of a judgment, insurance
      premium, any discharge of a Lien or any other claim. All payments, costs and
      expenses (including Extraordinary Expenses) of Agent under this Section
      8.5 shall be
      reimbursed to Agent by Pledgor, on demand, with interest from the date incurred
      to the date of payment thereof at the Default Rate applicable to Base Rate
      Revolver Loans. Any payment made or action taken by Agent under this Section
      8.5 shall be
      without prejudice to any right to assert an Event of Default or to exercise
      any
      other rights or remedies under the Loan Documents.




8.6.  Severability .
      Wherever possible, each provision hereof shall be interpreted in such manner
      as
      to be valid under Applicable Law. If any provision is found to be invalid under
      Applicable Law, it shall be ineffective only to the extent of such invalidity
      and the remaining provisions hereof shall remain in full force and
      effect.




8.7.  Cumulative
      Effect; Conflict of Terms .
      The
      provisions of this Agreement and the other the Loan Documents are cumulative.
      The parties acknowledge that the Loan Documents may use several limitations,
      tests or measurements to regulate similar matters, and they agree that these
      are
      cumulative and that each must be performed as provided. Except as otherwise
      provided in another Loan Document (by specific reference to the applicable
      provision of this Agreement), if any provision contained herein is in direct
      conflict with any provision in another Loan Document, the provision herein
      shall
      govern and control.


8


8.8.  Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall constitute an
      original, but all of which when taken together shall constitute a single
      contract. This Agreement shall become effective when Agent has received
      counterparts bearing the signatures of all parties hereto. Delivery of a
      signature page of any Loan Document by telecopy shall be effective as delivery
      of a manually executed counterpart of such agreement.




8.9.  Entire
      Agreement .
      Time is
      of the essence of the Loan Documents. The Loan Documents constitute the entire
      contract among the parties relating to the subject matter hereof, and supersede
      any and all previous agreements and understandings, oral or written, relating
      to
      the subject matter hereof.




8.10.  GOVERNING
      LAW . **THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
      GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL
      LAWS RELATING TO NATIONAL BANKS).**




8.11.  Consent
      to Forum; Arbitration .




8.11.1  Forum . **PLEDGOR
      HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT
      SITTING IN OR WITH JURISDICTION OVER LOS ANGELES, CALIFORNIA, IN ANY PROCEEDING
      OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH
      PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. PLEDGOR IRREVOCABLY
      WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH
      COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM.
      EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
      PROVIDED FOR NOTICES IN** **SECTION
      8.4** .
      Nothing
      herein shall limit the right of Agent or any Lender to bring proceedings against
      Pledgor in any other court, nor limit the right of any party to serve process
      in
      any other manner permitted by Applicable Law. Nothing in this Agreement shall
      be
      deemed to preclude enforcement by Agent of any judgment or order obtained in
      any
      forum or jurisdiction.




8.11.2  Arbitration .
      Notwithstanding any other provision of this Agreement to the contrary, any
      controversy or claim among the parties relating in any way to any Secured
      Obligations or Loan Documents, including any alleged tort, shall at the request
      of any party hereto be determined by binding arbitration conducted in accordance
      with the United States Arbitration Act (Title 9 U.S. Code). Arbitration
      proceedings will be determined in accordance with the Act, the then-current
      rules and procedures for the arbitration of financial services disputes of
      the
      American Arbitration Association (“ **AAA** ”),
      and
      the terms of this Section
      8.11.2 .
      In the
      event of any inconsistency, the terms of this Section
      8.11.2 shall
      control. If AAA is unwilling or unable to serve as the provider of arbitration
      or to enforce any provision of this Section
      8.11.2 ,
      Agent
      may designate another arbitration organization with similar procedures to serve
      as the provider of arbitration. The arbitration proceedings shall be conducted
      in Los Angeles or Pasadena, California. The arbitration hearing shall commence
      within 90 days of the arbitration demand and close within 90 days thereafter.
      The arbitration award must be issued within 30 days after close of the hearing
      (subject to extension by the arbitrator for up to 60 days upon a showing of
      good
      cause), and shall include a concise written statement of reasons for the award.
      The arbitrator shall give effect to applicable statutes of limitation in
      determining any controversy or claim, and for these purposes, service on AAA
      under applicable AAA rules of a notice of claim is the equivalent of the filing
      of a lawsuit. Any dispute concerning this Section
      8.11.2 or
      whether a controversy or claim is arbitrable shall be determined by the
      arbitrator. The arbitrator shall have the power to award legal fees to the
      extent provided by this Agreement. Judgment upon an arbitration award may be
      entered in any court having jurisdiction. The institution and maintenance of
      an
      action for judicial relief or pursuant to a provisional or ancillary remedy
      shall not constitute a waiver of the right of any party, including the
      plaintiff, to submit the controversy or claim to arbitration if any other party
      contests such action for judicial relief. No controversy or claim shall be
      submitted to arbitration without the consent of all parties if, at the time
      of
      the proposed submission, such controversy or claim relates to an obligation
      secured by Real Estate, but if all parties do not consent to submission of
      such
      a controversy or claim to arbitration, it shall be determined as provided in
      the
      next sentence. At the request of any party, a controversy or claim that is
      not
      submitted to arbitration as provided above shall be determined by judicial
      reference; and if such an election is made, the parties shall designate to
      the
      court a referee or referees selected under the auspices of the AAA in the same
      manner as arbitrators are selected in AAA sponsored proceedings and the
      presiding referee of the panel (or the referee if there is a single referee)
      shall be an active attorney or retired judge; and judgment upon the award
      rendered by such referee or referees shall be entered in the court in which
      proceeding was commenced. None of the foregoing provisions of this Section
      8.11.2 shall
      limit the right of Agent or Lenders to exercise self-help remedies, such as
      setoff, foreclosure or sale of any Pledged Collateral or to obtain provisional
      or ancillary remedies from a court of competent jurisdiction before, after
      or
      during any arbitration proceeding. The exercise of a remedy does not waive
      the
      right of any party to resort to arbitration or reference. At Agent’s option,
      foreclosure under a Mortgage may be accomplished either by exercise of power
      of
      sale thereunder or by judicial foreclosure.


9


8.12.  Waivers
      by Pledgor . **TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PLEDGOR WAIVES (A) THE RIGHT
      TO
      TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY PROCEEDING
      OR DISPUTE OF ANY KIND RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, SECURED
      OBLIGATIONS OR PLEDGED COLLATERAL; (B) PRESENTMENT, DEMAND, PROTEST, NOTICE
      OF
      PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT,
      EXTENSION OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, DOCUMENTS, INSTRUMENTS,
      CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT ON WHICH PLEDGOR MAY
      IN
      ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING AGENT MAY DO IN THIS REGARD;
      (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF ANY PLEDGED COLLATERAL;
      (D) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO
      ALLOWING AGENT TO EXERCISE ANY RIGHTS OR REMEDIES; (E) THE BENEFIT OF ALL
      VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (F) ANY CLAIM AGAINST AGENT OR
      ANY
      LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
      EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) IN ANY
      WAY RELATING TO ANY ENFORCEMENT ACTION, SECURED OBLIGATIONS, LOAN DOCUMENTS
      OR
      TRANSACTIONS RELATING THERETO; AND (G) NOTICE OF ACCEPTANCE
      HEREOF** .
      Pledgor
      acknowledges that the foregoing waivers are a material inducement to Agent
      and
      Lenders entering into the Loan Agreement and that Agent and Lenders are relying
      upon the foregoing in their dealings with Pledgor. Pledgor has reviewed the
      foregoing waivers with its legal counsel and has knowingly and voluntarily
      waived its jury trial and other rights following consultation with legal
      counsel. In the event of litigation, this Agreement may be filed as a written
      consent to a trial by the court.




8.13.  Advice
      of Counsel .
      Pledgor
      acknowledges that it has either obtained the advice of counsel or has had the
      opportunity to obtain such advice in connection with the terms and provisions
      of
      this Pledge Agreement.




[Remainder
      of Page Intentionally Left Blank]




10


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




**PLEDGOR:**SPORT
                CHALET, INC.,a
                Delaware corporationBy:
            /s/
                Howard KaminskyName:
            Howard
                KaminskyTitle:
            Executive
                Vice President and CFO




Signature
      Page








**AGENT:**BANK
                OF AMERICA, N.A, as agentBy:
            /s/
                Stephen KingName:
            Stephen
                J. KingTitle:
            Vice
                President




Signature
      Page







SCHEDULE
      I




Class
                of Stock
            
            No./
                Percentage of Shares/ Membership Interests1.Sport
                Chalet Team Sales, Inc.
            
            100
                shares (100%) of common stock.2.Sport
                Chalet Value Services, LLC
            
            100%
                of membership interests





I-1-


STOCK
      ASSIGNMENT SEPARATE FROM CERTIFICATE





Pursuant
      to that certain Pledge Agreement dated as of June __, 2008, the undersigned
      hereby assigns and transfers unto ____________________________________,
      ________________ shares of common stock of SPORT CHALET TEAM SALES, INC., a
      corporation organized under the laws of the State of California, standing in
      the
      name of the undersigned on the books of said corporation, represented by
      Certificate(s) No. ____________, and does hereby irrevocably constitute and
      appoint ____________________________________as attorney to transfer said shares
      of said common stock on the books of said corporation, with full powers of
      substitution in the premises.





Dated:
      __________________





SPORT
                CHALET, INC.,a
                Delaware corporationBy:Name:
            Howard
                KaminskyTitle:
            Executive
                Vice President and CFO