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                                                                 EXHIBIT 10.40-A
                                AMENDMENT NO. 1
                                      TO
               AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
               ------------------------------------------------


     AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated
as of February 20, 1998 (this "Amendment"), by and among FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), KPR SPORTS INTERNATIONAL,
INC., a Pennsylvania corporation ("KPR"), as survivor of the merger of KPR
Acquisitions, Inc., a Pennsylvania corporation, with and into KPR, and RYKA,
INC., a Pennsylvania corporation, formerly known as RYKA Sub, Inc. ("Ryka", and
together with KPR, individually, a "Borrower" and collectively, "Borrowers").

                             W I T N E S S E T H:
                             - - - - - - - - - - 

     WHEREAS, Borrowers have heretofore entered into financing arrangements with
Foothill pursuant to which Foothill has made and may make loans and advances and
provide other financial accommodations to Borrowers as set forth in the Amended
and Restated Loan and Security Agreement, dated as of December 15, 1997, by and
among Foothill and Borrowers (the "Loan Agreement") and the other Loan Documents
(as defined in the Loan Agreement); and

     WHEREAS, Borrowers have requested that Foothill agree to certain amendments
to the Loan Agreement, and Foothill is willing to agree to such amendments,
subject to the terms and conditions set forth herein; and

     WHEREAS, by this Amendment, Foothill and Borrowers desire and intend to
evidence such amendments;

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Foothill and Borrowers hereby mutually covenant, represent, warrant and agree as
follows:



     1.   Definitions.  For purposes of this Amendment, unless otherwise defined
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herein, all terms used herein shall have the respective meanings assigned to
such terms in the Loan Agreement.
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     2.  (a)  Increase in Maximum Revolving Amount.  The reference to
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"$25,000,000" contained in the definition of "Maximum Revolving Amount" set
forth in Section 1.1 of the Loan Agreement is hereby deleted and "$30,000,000"
is substituted in lieu thereof and, from and after the effective date of this
Amendment, the Maximum Revolving Amount shall be $30,000,000 for all purposes of
the Loan Agreement and the other Loan Documents.

          (b) Increase in Amount of Availability from Inventory Based on a
              ------------------------------------------------------------
Percentage of Availability from Accounts.  Clause (y) of Section 2.1(a)(ii)(B)
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is hereby deleted and the following is substituted therefor:

     "(y) during the period from the date hereof through February 28,
     1998, 200% of the amount of credit availability created by clause
     (A) above for such Borrower; during the period from March 1,
     1998, through March 31, 1998, 175% of the amount of credit
     availability created by clause (A) above for such Borrower; and
     from and after April 1, 1998, 150% of the amount of credit
     availability created by clause (A) above for such Borrower;
     minus"
     ----- 

     3.   Additional Representations and Warranties.  Each of the Borrowers
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represents, warrants and covenants with and to Foothill that this Amendment has
been duly executed and delivered by each Borrower and is in full force and
effect as of the effective date of this Amendment and that the agreements and
obligations of each Borrower contained herein constitute legal, valid and
binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms.

     4.   Fee.  As partial consideration for Foothill's entering into this
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Amendment and Foothill's agreements hereunder, Borrowers shall pay to Foothill a
fee in the amount of $5,000, which shall be fully earned and payable as of the
date hereof, and may be charged by Foothill directly to any account of Borrowers
maintained by Foothill.

     5.   Effectiveness of Amendment.  The effectiveness of the provisions of
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this Amendment set forth in paragraph 2 above shall be subject to the receipt by
Foothill of an executed original or executed original counterparts of this
Amendment, duly authorized, executed and delivered by Borrowers and
acknowledged, consented and agreed to by each of the Guarantors.

     6.   Effect of this Amendment.  Except as expressly amended pursuant to
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this Amendment, no other changes, modifications or supplements to the Loan
Agreement or any of the other Loan Documents are intended or implied, and in all
other respects the

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Loan Agreement and the other Loan Documents are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof.
In the event of any conflict between any term or provision of this Amendment and
any term or provision of the Loan Agreement or any of the other Loan Documents,
the term or provision of this Amendment shall control.  The Loan Agreement and
this Amendment shall be read and construed as one agreement.

     7.   Further Assurances.  Borrowers and Guarantors shall execute and
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deliver such additional documents and take such additional action as may be
deemed necessary or desirable by Foothill to effectuate the provisions and
purposes of this Amendment and to maintain the perfection and priority of
Foothill's security interest in the Collateral.

     8.   Governing Law.  The validity, interpretation and enforcement of this
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Amendment and any dispute arising out of the relationship of the parties hereto,
whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York (without giving effect to principles of
conflicts of law).

     9.   Binding Effect.  This Amendment shall be binding upon and inure to the
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benefit of each of the parties hereto and their respective successors, legal
representatives, heirs and assigns.

     10.  Counterparts.  This Amendment may be executed in any number of
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counterparts, but all of such counterparts shall together constitute but one and
the same agreement.  In making proof of this Amendment, it shall not be
necessary to produce more than one counterpart hereof signed by each of the
parties hereto.


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the date first above written.

                                        FOOTHILL CAPITAL CORPORATION
 
                                        By:/s/ Bruce Rivers
                                           ---------------------------------

                                        Title: AVP
                                              ------------------------------
 
                                        KPR SPORTS INTERNATIONAL, INC.
 
                                        By:/s/ Michael G. Rubin
                                           ---------------------------------

                                        Title: President
                                              ------------------------------

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                                        RYKA, INC.
 
                                        By: /s/ Michael G. Rubin
                                            --------------------------------
                                        Title:______________________________
 
ACKNOWLEDGED, CONSENTED AND
AGREED TO:
 
APEX SPORTS INTERNATIONAL, INC.,
as Guarantor
 
By:  /s/ Michael G. Rubin
   --------------------------------
Title:_____________________________
 
GLOBAL SPORTS, INC.,
   as Guarantor
 
By: /s/ Michael G. Rubin
   --------------------------------
Title:_____________________________
 
MR MANAGEMENT, INC.,
   as Guarantor
 
By: /s/ Michael G. Rubin
   --------------------------------
Title:_____________________________
 
 
/s/ Michael G. Rubin
-----------------------------------
MICHAEL RUBIN, as Guarantor

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