FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.1

FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT

This First Amendment to Asset Purchase Agreement (the “First Amendment”) is made as of this 29^th day of September, 2004, by and among Collegiate Pacific Inc. (the “Parent”), Kesslers Team Sports, Inc. f/k/a BOO Acquisition Corp. (“Buyer”), RPD Services, Inc. f/k/a Kesslers Sport Shop, Inc. (“Seller”), Bob Dickman, Phil Dickman, Dan Dickman and Floyd Dickman (the “Shareholders”).

The following recitals are true and constitute the basis for this First Amendment:

NOW THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. Unless otherwise defined herein, all capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

2. Resale of Parent Common Stock. Section 9.9 of the Purchase Agreement is hereby amended by deleting that section in its entirety. From and after the date hereof, neither the Price Guarantee, the Sell-Off Period nor the Minimum Resale Price shall be of any further force or effect.

3. Release. Seller and Parent each hereby irrevocably and unconditionally release, acquit, and forever discharge the other and each of the other’s predecessors, successors, parents, subsidiaries and divisions, assigns, agents, officers, employees, trustees, directors, representatives, attorneys affiliates, and any other related entities, as are all applicable, and all persons acting by, through, under or in concert with any of them, from any and all charges, complaints, claims, liabilities, obligations, causes of action, and suit of any nature whatsoever, known or unknown which either party may have or claim to have in connection with the Price Guarantee or any other provision of Section 9.9 of the Purchase Agreement.

4. References. From and after the date of effectiveness of this First Amendment, all references to the Purchase Agreement shall be deemed to be references to the Purchase Agreement as amended hereby.

5. Effectiveness of this Amendment; Conditions to Amendment. This First Amendment shall be effective upon the execution of counterparts of this First Amendment by Parent, Buyer, Seller and the Shareholders.

6. Entire Agreement; Ratification. Except as specifically modified by this First Amendment, all other provisions set forth in the Purchase Agreement shall remain in full force and effect and are hereby ratified and reaffirmed by Parent, Buyer, Seller and the Shareholders; provided, however, that all provisions thereof inconsistent with the amendments made by this First Amendment shall also be deemed to be amended to conform hereto, and if such provisions cannot be conformed hereto, the terms of this First Amendment shall prevail.

7. Counterparts. This First Amendment may be executed in any manner of counterparts, all of which taken together shall constitute one and the same instrument. In making proof hereof, it shall not be necessary to produce or account for any counterpart other than one signed by the party against which enforcement is sought.

8. NO ORAL AGREEMENTS. THIS FIRST AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first set forth above.

THE SHAREHOLDERS