FIRST AMENDMENT TO LEASE        EXHIBIT 10.48

        THIS FIRST AMENDMENT TO LEASE (the  First Amendment ) is
made, entered into, and effective  as of the 1st day of November,
1995,  by  and between MERRILLVILLE PARTNERS LIMITED PARTNERSHIP,
an Illinois limited partnership ( Landlord ), as sole beneficiary
of  Lake  County  Trust Company, as Trustee under Trust Agreement
dated  June  30, 1987 and known as Trust No. 3737, and SPORTMART,
INC., a Delaware corporation ( Tenant ).

                        RECITALS:

        A.   By  that certain  Lease with an  effective  date  of
September  1,  1987  (the    Lease ), by and between Landlord and
Tenant,  Landlord leased to Tenant certain premises consisting of
approximately 41,000 square feet of retail space (the  Store , or
the    Leased Premises ) in the shopping center commonly known as
Sportmart  Plaza  (the    Shopping  Center ) located at 3201 East
Lincoln Highway, Merrillville, Indiana.

        B.   Tenant  desires  to  expand the  Leased  Premises by
approximately  9,000 square feet (the  Additional Premises ), and
to  perform  other  building  and facade improvements for its own
benefit.

        C.   Landlord and Tenant are mutually desirous of amending
the Lease in order to, among other things: (i) reflect Landlord's
approval  of  Tenant's  expansion of the Leased Premises, on the
terms  and conditions set forth herein; (ii) modify the  Original
Term   of the Lease and to grant Tenant certain options to extend
the  term  of  the  Lease;  (iii)  modify  the    Basic Rent  and
percentage  rental payable under the Lease; and (iv) grant Tenant
a  right of first refusal to purchase the Shopping Center, on the
terms and conditions set forth herein.

        D.   Initially  capitalized terms  not otherwise  defined
herein shall have the meanings attributed to them in the Lease.

        NOW, THEREFORE, in consideration of the foregoing Recitals,
the  mutual  covenants hereinafter set forth,  and for other good
and  valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party hereto, Landlord and Tenant
hereby agree as follows:

                        AGREEMENT

        1. Additional Premises.  Landlord hereby leases to Tenant
and   Tenant  hereby  takes  from  Landlord,  on  the  terms  and
conditions  set  forth herein, the Additional Premises consisting
of  approximately 9,000 square feet.  The Additional Premises are
in  the  approximate  location  shown on the site plan (the  Site
Plan  )  attached  hereto and made a part hereof as Exhibit A.  A
list of Tenant's plans and specifications for the construction of
the  Additional  Premises, and the building and facade work to be
performed by Tenant, is attached hereto and made a part hereof as
Exhibit  B. In accordance with Section 4.7 of the Lease, Landlord
hereby  approves  of  Tenant's  plans and specifications for the
construction  of  the  Additional  Premises,  as well as Tenant's
<PAGE>
plans  and  specifications for the building and facade work to be
performed by Tenant, all at Tenant's sole cost and expense.  

        2.   Definition  of  Leased  Premises.    Notwithstanding
anything  to  the contrary contained in Section 1.1 of the Lease,
and  except  as  is  expressly  set forth otherwise in this First
Amendment, from and after the  Commencement Date  (as hereinafter          
defined),  the  term    Leased  Premises  , as used in the Lease,
shall  include  and  mean  for  all  purposes (including, without
limitation,  for  purposes of determining Tenant's pro-rata share
of  the Shopping Center s common area charges, real estate taxes,
and  insurance)  both  the  Leased  Premises  and  the Additional
Premises leased herein.

        3.   Lease Term, Commencement Date and Rent Commencement
Date.  Section 2.1 of the Lease is hereby deleted in its entirety
and replaced with the following new Section 2.1:

        2.1 Notwithstanding  anything  in this Lease contained
        to  the contrary, the term of this Lease shall commence
        on  November  1,  1995  (the   Commencement Date ), and
        Tenant's  obligation to commence paying Basic Rent (as
        hereinafter  defined)  shall  commence  on September 1,
        1996  (the    Rent  Commencement Date ).  References to
        "Term"  of  this  Lease shall include the original term
        (the    Original Term ) of this Lease and any extension
        of such Original Term.  The Original Term of this Lease
        shall  begin  on  the  Commencement  Date  and,  unless
        earlier  terminated,  shall  expire  on  the  Initial
        Termination  Date  (as  hereinafter  defined).    The
        Initial  Termination  Date  shall be the January 31st
        next  following the fifteenth (15th) anniversary of the
        Commencement  Date.    For  purposes of this Lease, the
        term   Lease Year shall have the following meaning: (a)
        the first Lease Year shall extend from the Commencement
        Date  to  the  second  (2nd) January 31st following the
        Commencement  Date (i.e., the first Lease Year shall be
        the  period  from the Commencement Date through January
        31,   1997);  and  (b)  subsequent  Lease  Years  shall
        commence  on  February  1st  and  end  on the following
        January 31st. 

        4.   Options to Extend. The following new Section 2.3 is
hereby incorporated into and made a part of the Lease:

        2.3 The  Tenant  shall  have  the option to extend the
        Original  Term  of  this  Lease  for  two (2) separate,
        consecutive  additional  periods of five (5) years each
        (each an "Option Period"), on all of the same terms and
        conditions  set  forth  in  this Lease other than Basic
        Rent.    Each such option must be exercised, if at all,
        by notifying the Landlord in writing, not less than six
        (6)  months  prior  to  the  expiration of the Original
        Term, or of the then current Option Period, as the case
        may  be.   Should Tenant neglect to exercise any of its
        options  by  the  applicable  date  specified  above,
        Tenant's  right  to  exercise  shall  not  expire until
        thirty (30) days after notice from Landlord of Tenant's
        failure  to  exercise  the  option.  Basic Rent payable
        during each Option Period is specified in Section 3.1. 
<PAGE>
        5.   Basic Rent and Percentage Rent. Effective as of the
Rent  Commencement  Date, the  first  grammatical  paragraph  of
Section  3.1(a) of the Lease shall be deleted in its entirety and
replaced with the following new paragraphs: 

        3.1(a)   During  the Term of this Lease from and after
        the Rent Commencement Date, the annual Basic Rent shall
        be  as  specified  according  to the schedule set forth
        below, payable in monthly installments in the amount of
        one-twelfth  (1/12)  of  the  annual Basic Rent.  Basic
        Rent  shall be prorated for any partial calendar months
        and years.  Each monthly installment of rental shall be
        payable  in advance on or before the first (1st) day of
        each  calendar  month  during  the  Term.   If the Rent
        Commencement  Date  is  other  than  the first day of a
        calendar  month,  the first month's Basic Rent shall be
        prorated  accordingly  and paid with the Basic Rent for
        the  first  full month.  All rent and other payments to
        be  made  by  Tenant  to  Landlord shall be sent to the
        place  to which notices are required to be sent, unless
        otherwise  directed  by  the  Landlord in writing.  For
        purposes  of  computing Tenant's obligations based upon
        leasable  floor area, the term  leasable floor area  or
        Leasable  Floor Area  shall mean all areas available,
        or   held  for  the  exclusive  use  and  occupancy  of
        occupants  or  future occupants of the Shopping Center,
        measured  from  the  interior surface of exterior walls
        (and  from  extensions thereof in the case of openings)
        and  from  the  center of interior demising partitions.
        Non-retail  mezzanines and basements, if any, shall not
        be  included  within  the  definition of Leasable Floor
        Area.

        The annual Basic Rent is as follows:

                (1)  Rent Commencement Date through the end of the
                     fifth  (5th)  Lease Year (Lease Years One (1)
                     through  Five  (5)): Seven and 25/100 Dollars
                     ($7.25)  per  square  foot  of Leasable Floor
                     Area  of  the  Leased  Premises  ($362,500.00
                     based on 50,000 square feet).
               
                (2)  Lease  Years  Six  (6) through Ten (10):  the
                     lesser   of  (i)  Seven  and  97/100  Dollars
                     ($7.97)  per  square  foot  of Leasable Floor
                     Area  of  the  Leased  Premises  ($398,500.00
                     based  on  50,000  square  feet), or (ii) the
                     annual  Basic  Rent  payable  during  the
                     preceding sixty (60) month period, multiplied
                     by  the  CPI  Increase (as defined below) for
                     the  immediately  preceding  sixty (60) month
                     period.
               
                (3)  Lease Years Eleven (11) through Fifteen (15):
                     the  lesser  of  (i) Eight and 77/100 Dollars
                     ($8.77)  per  square  foot  of Leasable Floor
                     Area  of  the  Leased  Premises  ($438,500.00
                     based  on  50,000  square  feet), or (ii) the
                     annual  Basic  Rent  payable  during  the
<PAGE>                     
                     preceding sixty (60) month period, multiplied
                     by  the  CPI  Increase  for  the  immediately
                     preceding sixty (60) month period.
               
                (4)  Lease  Years Sixteen (16) through Twenty (20)
                     (the first Option Period):  the lesser of (i)
                     Nine  and  65/100  Dollars ($9.65) per square
                     foot  of  Leasable  Floor  Area of the Leased
                     Premises  ($482,500.00 based on 50,000 square
                     feet),  or (ii) the annual Basic Rent payable
                     during the preceding sixty (60) month period,
                     multiplied   by  the  CPI  Increase  for  the
                     immediately  preceding  sixty  (60)  month
                     period.
               
                (5)  Lease  Years  Twenty-One (21) through Twenty-
                     Five  (25)  (the  second Option Period):  the
                     lesser of (i) Ten and 61/100 Dollars ($10.61)
                     per square foot of Leasable Floor Area of the
                     square  feet),  or (ii) the annual Basic Rent
                     payable during the preceding sixty (60) month
                     period,  multiplied  by  the CPI Increase for
                     the  immediately  preceding  sixty (60) month
                     period.

        In addition to such Basic Rent, from and after the Rent
        Commencement  Date  Tenant agrees to pay to Landlord as
        percentage rental ( Percentage Rent ) during the entire
        Term of this Lease a sum of money equal to one and one-
        half  percent  (1.5%) of Tenant s Gross Sales made from
        the  Leased  Premises  as  shall exceed Ten Million and
        No/100  Dollars  ($10,000,000.00)  per  Lease Year.  In
        addition to the foregoing, with respect to the one year
        period  from  the Rent Commencement Date through August
        31,  1997 only, Tenant shall also pay to Landlord a sum
        of  money  equal  to two percent (2%) of Tenant s Gross
        Sales made from the Leased Premises during said year as
        shall   exceed   Six   Million   and   No/100   Dollars
        ($6,000,000.00)  but  be  less  than  Seven Million and
        No/100 Dollars ($7,000,000.00). 

        For  purposes  of  periodic  Basic Rent increases under
        this  Section  3.1, the "CPI Increase" is calculated by
        solving the following equation for CPII:

                CPII =  (((CPI    divided by CPI     ) - 1) x 5) + 1          
                        end      start

        where:    CPII =    CPI Increase

                CPI(end)  =    the  CPI  (defined  below)  for the
                               month    of   October   immediately
                               preceding the effective date of the
                               applicable increase 

                CPI(start) =   the   CPI  for  the  month  of
                               October  immediately preceding
                               the  sixty  (60)  month period
                               preceding  the  effective date
                               of the applicable increase
<PAGE>
        Notwithstanding  the  foregoing,  if  the CPI(start) is
        greater  than the CPI(end) (i.e., the CPI has gone down
        over  the 60 month period preceding the rent adjustment
        date  in question), the CPI Increase shall be deemed to
        be 1.00.

        "CPI"  shall  mean  the  Consumer  Price  Index--United
        States   All   Items   for   All   Urban   Consumers
        (1982-1984=100)   published  by  the  Bureau  of  Labor
        Statistics  of  the Department of Labor.  If the manner
        in which such Consumer Price Index as determined by the
        Bureau  of  Labor  Statistics  shall  be  substantially
        revised,  an  adjustment  shall be made in such revised
        index,  which  would  produce  results  equivalent,  as
        nearly  as  possible,  to  those  which would have been
        obtained  if  the  Consumer Price Index had not been so
        revised.    If  the  Consumer  Price Index shall become
        unavailable  to  the  public,  Landlord will substitute
        therefor  a  comparable index based upon changes in the
        cost  of  living  or  purchasing  power of the consumer
        dollar  published  by  any other governmental agency, a
        major bank or other financial institution, a university
        or a recognized financial publication.                 
        
        By  way  of  example  only of a calculation of  the CPI
        Increase  and  a  rent  adjustment  under  this Section
        3.1(a),  if  the Commencement Date is November 1, 1995,
        the  CPI  Increase  for purposes of calculating the new
        Minimum  Rent  payable beginning February 1, 2001 under
        Section  3.1(a)(2)  would be calculated by dividing the
        October,  2000  CPI  by  the October, 1995 CPI.  Assume
        that  the  October 1995 CPI (CPI(start)) is 200 and the
        October  2000  CPI (CPI(end)) is 220.  The CPI Increase
        would  be  1.50  (((220  divided  200) - 1) x 5) + 1).
        Since $10.875  per  square  foot  (1.50 x $7.25) is more
        than $7.97  per square foot, the annual Basic Rent 
        beginning February  1,  2001 would be $7.97 per square
        foot.  If, however,  the  October  2000  CPI  were  201,
        the  CPI Increase  would  be 1.025 ((((201 divided 200)
        -1) x 5) +1). Since  $7.43125 per square foot (1.025 x
        $7.25) is less than  $7.97  per  square  foot,  the 
        annual Basic Rent beginning February 1, 2001 would be
        $7.43125 per square foot.  

        6. Notices. Article X of the Lease is hereby deleted in
its entirety and replaced with the following new Article X:

                          "ARTICLE X

                            Notices

        Any  notice  to  be  given or served in connection with
        this  Lease  shall be in writing and shall be served by
        certified  or  registered  mail, postage prepaid, or by
        reputable   overnight  (or  second  business  day)  air
        courier  service  which  provides  written  evidence of
        delivery,  in either case addressed as specified below,
        or  to  such other address as requested by either party
        in  writing.    Service shall be deemed effective three
        (3)  days  after deposit in the U.S. mail in accordance
<PAGE>
        herewith  or  on  the  next  business  day  (or  second
        business day, if applicable) following delivery to such
        air  courier  service  in  accordance herewith.  Either
        party  by written notice to the other may designate two
        additional parties to receive copies of notices sent to
        it.  Such designees may be changed by written notice.

        If to Tenant: Sportmart, Inc.
                      1400 S. Wolf Road, Suite 200
                      Wheeling, Illinois 60090
                      Attention: Legal Department

                      With copies of all notices to Tenant to
                      be sent to:

                      Sportmart, Inc.
                      1400 S. Wolf Road, Suite 200
                      Wheeling, Illinois 60090
                      Attention: Senior Vice President,
                                 Corporate Development

        If to Landlord: Merrillville Partners Limited Partnership
                        c/o SM Property Management Co., Inc.
                        1400 S. Wolf Road, Suite 200
                        Wheeling, Illinois 60090
                        Attention:  Legal Department                         
                        
                        With copies of all notices to Landlord to be
                        sent to:

                        Merrillville Partners Limited Partnership
                        c/o SM Property Management Co., Inc.
                        1400 S. Wolf Road, Suite 200
                        Wheeling, Illinois 60090
                        Attention: Senior Vice President, Corporate 
                                   Development

                        and to Landlord's lender at its address 
                        currently on file with Landlord and Tenant. 


        7.   Right of First Refusal to Purchase the Shopping Center.
The  following  new  Article XIII is hereby incorporated into and
made a part of the Lease:

                            ARTICLE XIII

                        Tenant Right of First Refusal

        13.1  If  during  the  Term  of  this  Lease,  Landlord
        receives  an offer to purchase the Leased Premises, the
        legal parcel upon which the Leased Premises are located
        or the Shopping Center (collectively referred to herein
        as  the  "subject  property")  on  terms and conditions
        (collectively  "terms")  acceptable to it ("Third Party
        Offer"),  Landlord  shall  by  written notice to Tenant
        (which  notice  shall  be  accompanied by a copy of the
        Third  Party  Offer  and  other relevant data) offer to
<PAGE>        
        sell  the  subject  property  to  Tenant  on  the terms
        specified  in  the  Third Party Offer.  If within sixty
        (60)  days  thereafter  Tenant does not notify Landlord
        that  Tenant accepts Landlord's offer, Landlord, within
        the  ensuing six (6) month period shall be free to sell
        the  subject  property  to the party named in the Third
        Party  Offer  on the terms specified in the Third Party
        Offer;  provided,  however, that a failure by Tenant to
        exercise  such right of first refusal shall not relieve
        Landlord  of  its  obligations  under  this  Article in
        respect  of  subsequent  Third Party Offers.  If Tenant
        elects  to  purchase  the subject property on the terms
        stated  in the Third Party Offer, the Third Party Offer
        shall  constitute  a  binding agreement of purchase and
        sale  between  Landlord  and  Tenant  and  govern their
        subsequent   performance,  provided  however,  time  of
        performance  shall  be  suitably  extended to take into
        account  time elapsed between presentation to Tenant of
        Landlord's  offer  and  Tenant's  acceptance.  The term
        "other  relevant  data"  as  used in this Section means
        copies  of all (a) information and materials previously
        furnished  by  or  on behalf of Landlord to Third Party
        Offerer,  (b)  inspections  and  surveys  made by or on
        behalf of Third Party Offerer in respect of the subject
        property   and  (c)  other  information  as  reasonably
        requested by Tenant so as to ascertain subject property
        value.

        13.2  If the Third Party Offer provides for Landlord to
        receive  nonmonetary  consideration  from  the offeror,
        Tenant's right of first refusal shall be converted into
        an  option,  to  purchase the subject property free and
        clear  of all liens or encumbrances other than existing
        leases (including this Lease) at 90% of its fair market
        value (the "Option"), such Option to be exercised if at
        within   ten   (10)   business   days   following
        determination  of  fair  market  value.  If the parties
        cannot  agree  on  such  fair market value within sixty
        (60)  days  following  provision to Tenant of the Third
        Party  Offer,  fair market value shall be determined by
        binding arbitration in accordance with the rules of the
        American Arbitration Association.  If purchase shall be
        by  exercise  of the Option, closing shall occur within
        sixty  (60)  days  following its exercise at a time and
        place  as designated by Tenant; and the time and manner
        of    closing  (including  prorations),  shall  be  in
        accordance  with  local  custom,  provided  however  at
        closing  Landlord  shall  furnish  Tenant  with an ALTA
        owners  policy insuring marketable title to the subject
        property  as  aforesaid in amount of the purchase price
        (together  with  lender's policy if required by Tenant)
        and  further provided that if the parties are unable to
        agree  upon  local custom, dispute shall be resolved by
        binding arbitration in accordance with the rules of the
        American  Arbitration  Association,  and  the  time for
        closing extended accordingly.

        13.3 For  purposes  hereof a lease for a term of twenty
        nine (29) years or more shall be deemed a sale." 
<PAGE>
        8. Tenant's Right to Go Dark. The following new Article
XIV is hereby incorporated into and made a part of the Lease:

                          ARTICLE XIV

                    Tenant's Right to Go Dark

        14.1  If ,  during  the  term  of  this  Lease,  Tenant
        discontinues  conducting  business to the public in the
        Leased  Premises and vacates the Leased Premises ("goes
        dark"),  and  the  Leased  Premises  remain  dark for a
        period  of  four  (4) months, Landlord may, at any time
        after  the  expiration  of  such  four (4) month period
        while the Leased Premises remain dark, notify Tenant of
        its  intent  to terminate this Lease, which termination
        will  be effective sixty (60) days after the receipt of
        such notice; provided, however, that if Tenant notifies
        Landlord  within thirty (30) days after receipt of such
        notice  that  all or a part of the Leased Premises will
        be  re-opened  for  business  by  Tenant  as  of a date
        certain  not  more than ninety (90) days after the date
        of  Tenant's  notice,  Landlord's notice of termination
        will  be  of  no  force and effect and this Lease shall
        continue  so long as Tenant does then timely reopen its
        Leased  Premises.    Tenant  is not deemed to have gone
        dark  if  it  closes the Leased Premises to the general
        public  (i)  in  order  to prepare for sales or to take
        stock of current inventory, provided that the same does
        not  result  in  Tenant's  business being closed to the
        public  for  more  than  ten  (10) consecutive business
        days, or for more than twenty (20) total business days,
        in  any  consecutive  twelve (12) month period; (ii) in
        connection  with  the  performance of any construction,
        alteration,  repair  or  restoration work on the Leased
        Premises  so  long as the same is diligently pursued by
        Tenant  and  does not result in Tenant's business being
        closed  to  the  public for more than two hundred forty
        (240) days in any consecutive twelve (12) month period;
        (iii)  to  accommodate  a  change  in use of the Leased
        Premises  or pursuant to an assignment or subletting of
        the  Leased  Premises,  provided that the same does not               
        result  in  the  Leased  Premises  being  closed to the
        public  for  more  than one hundred fifty (150) days in
        any consecutive twelve (12) month period; or (iv) while
        a condition of force majeure prevents operation and for
        a reasonable time thereafter." 
               
        9. Full Force. Except as hereby expressly or by necessary
implication  modified or amended  by  this First Amendment, the
parties  hereto acknowledge and agree that all of the terms and
provisions  of the Lease  shall be and remain in full force and
effect.  In  the event of any conflict or inconsistency between
the  terms  of the Lease and this First Amendment, the terms of
this First Amendment shall govern and control.

        10.  No Further Amendment. This First Amendment may not be
amended, waived or modified in any respect unless the same shall
be in  writing and signed by both parties.  This First Amendment
constitutes the  entire  agreement of the parties and supersedes
all prior agreements, arrangement and contracts, whether oral or
written, concerning the subject matter hereof.
<PAGE>               
        11. Counterparts. This First Amendment may be executed in
multiple counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrument.

        IN WITNESS WHEREOF, Landlord and Tenant have executed this
First Amendment as of the date first above written.

LANDLORD:

MERRILLVILLE PARTNERS LIMITED
PARTNERSHIP, an Illinois limited partnership

By:  Merrillville Corp., an Illinois Corporation,
     its General Partner                                         

     By: /S/ MITCHELL KAHN                                       
     Title: VICE PRESIDENT

TENANT:

SPORTMART, INC.,
a Delaware corporation

By:  /S/ ANDREW HOCHBERG
Title:   PRESIDENT
<PAGE>