Exhibit 10.33.1

FIRST AMENDMENT TO  AMENDED AND RESTATED LICENSE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT ("Amendment") is made and entered into as of the
            2            day of April, 2004 (the "Effective Date") by and between TSA STORES, INC., a corporation organized
and existing under the laws of the State of Delaware, United
States of America ("U.S.A.") with its principal place of business at 1050 W. Hampden Avenue, Englewood, Colorado 80110, U.S.A. (formerly The Sports Authority, Inc.) and THE SPORTS AUTHORITY
MICHIGAN, INC. a corporation organized and existing under the laws of the State of Michigan with its principal place of business at 1050 W. Hampden Avenue, Englewood, Colorado 80110, U.S.A.
(collectively, "Licensor"), and MEGA SPORTS CO., LTD., a corporation organized and existing under the laws of Japan, with its principal office at 1-36-5, Nihonbashi
Kakigara-cho, Chuo-ku, Tokyo, 103-0014 Japan ("Licensee").

WHEREAS,
Licensor and Licensee entered into a certainAmended and Restated License Agreementeffective March 26, 1999 concerning
Licensee's use of the "Licensed Property" in connection with the "TSA Stores" in the "Territory," as such terms are defined therein (the "Original
Agreement");

WHEREAS,
Licensor and Licensee entered into a certainInternet Supplement to Amended and Restated License Agreementeffective
December 20, 1999 to permit Licensee to use the certain aspects of the Licensed Property in a limited fashion on the Internet; and

WHEREAS,
Licensor and Licensee wish to terminate theInternet Supplement to Amended and Restated License Agreementand to amend certain
terms of theOriginal Agreementas of the Effective Date;

NOW,
THEREFORE, in consideration of the mutual promises, undertakings and covenants herein, and for other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

The following defined terms shall have the meanings set forth below. In any conflict between a definition in this Amendmentand a
definition in theOriginal Agreement, the definition that appears herein shall govern.



or
other digital electronic device for display to an end-user, whether such content is delivered through online browsers, offline browsers, or through "push" technology, electronic mail,
broadband distribution, satellite, wireless, telephone connection or other successor technologies or means. "Internet" shall also mean online services such as AOL, CompuServe, Prodigy and the like.

Period

Royalty RateIn Fiscal Year 2003

ONE and TWO TENTHS of ONE PERCENT (1.2%) of any and all Gross Sales.In Fiscal Year 2004

ONE and ONE TENTH of ONE PERCENT (1.1%) of any and all Gross Sales.In Fiscal Year 2005

ONE PERCENT (1.0%) of any and all Gross Sales.In Fiscal Year 2006

NINE TENTHS of ONE PERCENT (0.9%) of any and all Gross Sales.In Fiscal Year 2007

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2008

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2009

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2010

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2011

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2012

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2013

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In Fiscal Year 2014

EIGHT TENTHS of ONE PERCENT (0.8%) of any and all Gross Sales.In each subsequent Fiscal Year during the Term and any Renewal Term

To be negotiated; provided, however, that it shall not exceed FIVE TENTHS of ONE PERCENT (0.5%) of any and all Gross Sales.




With
respect to Gross Sales from the TSA Ltd. Departments, "Royalties" shall mean with respect to Fiscal Years from 2003 to 2014 (both inclusive) FIVE TENTHS of ONE PERCENT (0.5%)
of any and all Gross Sales and with respect to each subsequent Fiscal Year during the Term and any Renewal Term the Royalties shall be negotiated provided, however, that it shall not exceed FIVE
TENTHS of ONE PERCENT (0.5%) of any and all Gross Sales.

Additional
defined terms that are used herein but not defined above are set forth in theOriginal Agreement.

ARTICLE II
TRADEMARK AND SERVICE MARK LICENSE



to
conduct the E-Commerce Business, and to permit Licensee to advertise, promote and operate the TSA Ltd. Departments. Further, this license includes the temporary right for
Licensee to register the URL in its own name as permitted herein; otherwise, Licensee is prohibited from using the Marks or any name or mark confusingly similar to the Marks, including any
abbreviations of the Marks, as part of its registered corporate or business name, or as part of any Internet domain name. No other, further or different license is granted or implied and no assignment
of any right or interest is made or intended herein. In particular, no license is granted to permit any third party to use the Marks, and Licensee may only use the Marks on or in connection with
Products, Materials and Services subject to the terms and conditions of this Agreement. Licensor shall monitor and control the nature and quality of the Products, Materials and Services, and Licensor
may appoint one or more representatives to monitor and exercise such control on Licensor's behalf. Such monitoring shall in no way lessen or limit Licensee's obligation to use the Marks only as set
forth herein.



ARTICLE III
OTHER AMENDMENTS







IN
WITNESS WHEREOF, the Parties have caused thisAmendmentto be executed by their duly authorized representatives as of the Effective
Date.

|TSA STORES, INC.      |  | THE SPORTS AUTHORITY MICHIGAN, INC.
|--------------------- |  | -----------------------------------
|By:                   |  |                                    
|Title:                |  |                                    
|MEGA SPORTS CO., LTD. |  |                                    
|By:                   |  |                                    
|Title:                |  |                                    



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