EXHIBIT 10.17

[BANK OF AMERICA LOGO]

                       AMENDMENT NO. ONE TO LOAN DOCUMENTS

         This Amendment No. One (the "Amendment") dated as of July 15, 2002, is
between Bank of America, N.A. ("Lender") and Collegiate Pacific, Inc.
("Borrower").

                                    RECITALS

         A. Borrower has executed various documents concerning credit extended
by the Lender, including without limitation, the following documents (the "Loan
Documents"):

                  1. A certain Loan Agreement dated as of December 26, 2001
         (together with any previous amendments, the "Loan Agreement").

         B. Lender and Borrower desire to amend the Loan Documents.

                                   AGREEMENT

         1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Loan Documents.

         2. Amendments to Loan Agreement. The Loan Agreement is hereby amended
as follows:

                  (a) Deletion of Paragraph. The paragraph entitled
         "Subordination" located in the section entitled AFFIRMATIVE COVENANTS
         is hereby deleted in its entirety.

         3. Representations and Warranties. When Borrower signs this Amendment,
Borrower represents and warrants to Lender that: (a) there is no event which is,
or with notice or lapse of time or both would be, a default under the Loan
Documents except those events, if any, that have been disclosed in writing to
Lender or waived in writing by Lender, (b) the representations and warranties in
the Loan Documents are true as of the date of this Amendment as if made on the
date of this Amendment, (c) this Amendment does not conflict with any law,
agreement, or obligation by which Borrower is bound, and (d) this Amendment is
within Borrower's powers, has been duly authorized, and does not conflict with
any of Borrower's organizational papers.

         4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Loan Documents shall remain in full force and
effect.

         5. Counterparts. This Amendment may be executed in counterparts, each
of which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.

         6. FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR
AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE
PARTIES.

         This Amendment is executed as of the date stated at the beginning of
this Amendment.


Borrower: Collegiate Pacific, Inc.            Lender: Bank of America, N.A.


By: /s/ MICHAEL J. BLUMENFELD                 By: /s/ CAROLE GRIFFIN
   -------------------------------               -------------------------------
    Michael J. Blumenfeld,                        Authorized Signer
    Chief Executive Officer



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