SECOND AMENDMENT TO LEASE         EXHIBIT 10.49


        THIS  SECOND  AMENDMENT TO LEASE (the  Second Amendment ) is
made,  entered  into, and effective  as of the 31st day of March,
1 9 9 6,  by  and  between  NORTH  RIVERSIDE  ASSOCIATES  LIMITED
PARTNERSHIP,  an  Illinois  limited partnership ( Landlord ), and
SPORTMART, INC., a Delaware corporation ( Tenant ).

                                      RECITALS:

     A.   By  that  certain Lease with a reference date of October 31,
1988  (the    Original  Lease  ),  by and between Landlord and Tenant,
Landlord leased to Tenant certain premises consisting of approximately
39,347 square feet of retail space (the  Store  or the  Mart ) located
in  the  shopping  center  commonly  known  as  Sportmart  Plaza  (the
  Shopping  Center  )  at  1800  South Harlem Avenue, North Riverside,
Illinois.

     B.   The  Original  Lease was amended by that certain First Lease
Amendment  dated  December  2,  1988  (the   First Amendment ), by and
between  Landlord  and  Tenant.    The  Original  Lease  and the First
Amendment are referred to herein collectively as the  Lease .

     C.   Tenant  desires  to  lease  additional  space  consisting of
approximately  12,690  square  feet (the  Additional Premises ) within
the  Shopping  Center  for the purpose of operating a clearance center
for  the  sale  of sporting goods, sports apparel and active wear, and
such  other  merchandise  as may be sold from time to time in Tenant's
similarly merchandised clearance center stores.

     D.   Landlord  and  Tenant are mutually desirous of  amending the
Lease  to  reflect the terms and conditions under which the Additional
Premises will be leased to Tenant.

     E.   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
12,690  square feet.  The Additional Premises have a street address of
1770  South  Harlem  Avenue, North Riverside, Illinois, and are in the
approximate location shown on the site plan (the  Site Plan ) attached
hereto  and  made  a part hereof as Exhibit A.  Except as is expressly
set  forth  in this Second Amendment, from and after the  Commencement
Date    (as  hereinafter  defined)  and  until  the lease term for the
Additional  Premises  is  terminated  pursuant to Section 4 below, the
term    Store  , as used in the Lease,  shall include and mean for all
purposes  (including,  without limitation, for purposes of determining
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Tenant's pro-rata share of Common Area Charges, real estate taxes, and
insurance)  both  the Store and the Additional Premises leased herein.
Once    the  lease  term  for  the  Additional  Premises is terminated
pursuant  to  Section  4  below,  then the term  Store  shall have the
meaning originally attributed to such term in the Original Lease.

     2.   Commencement  Date.  For purposes of the Additional Premises
only, the term  Commencement Date  shall mean December 7, 1995.     

     3.     As-Is    Basis.    Effective  as of the Commencement Date,
Tenant  agrees  that is shall accept the Additional Premises on an  as
is    basis.    Tenant  shall  be entitled to vacant possession of the
Additional  Premises  on  the  Commencement  Date.    Tenant  shall be
entitled  to  inspect the Additional Premise prior to the Commencement
Date  to  confirm  the condition of the premises.  In addition, Tenant
and  its agents, employees and contractors shall be afforded access to
the  Additional Premises prior to the Commencement Date, at reasonable
times  and  upon  reasonable  prior  notice, to inspect the same, take
measurements   and  plan  its  intended  modifications  and  fixturing
thereof.

     4.   Lease  Term  for the Additional Premises Only.  With respect
to  the Additional Premises only, the lease term shall commence on the
Commencement  Date  and shall continue on a month-to-month basis until
terminated  by  either  Landlord or Tenant pursuant to the immediately
f o llowing  sentence.    Notwithstanding  anything  to  the  contrary
contained  in the Lease, with respect to the Additional Premises only,
either  Landlord  or  Tenant  may elect to terminate the Lease for any
reason  or  for no reason by serving thirty (30) days  advance written
notice  upon  the  other  party.    Upon  the  effective  date of such
termination,  the  Lease  shall be null and void and of no effect with
respect  to  the  Additional Premises only (but shall continue in full
force  and effect with respect to the Store, as defined in the Lease),
and,  with  respect to the Additional Premises only, both Landlord and
Tenant  shall have no rights under the Lease or this Second Amendment,
nor  be  subject  to  liability  for  any kind or amount thereunder or
hereunder,  except  for  those  obligations  and  liabilities  which
expressly survive the termination or expiration of the Lease.

     5.   Minimum Rent for the Additional Premises Only.  With respect
to  the  Additional  Premises  only,  during  the  term of this Second
Amendment,  the    Minimum  Rent  for the Additional Premises for each
calendar  month  shall be a sum equal to five percent (5%) of Tenant's
Gross  Sales  made  from  the Additional Premises during each calendar
month.  Tenant shall make monthly payments on the twentieth (20th) day
of each calendar month, in arrears, in an amount equal to five percent
(5%)  of Tenant's Gross Sales made from the Additional Premises during
the  prior  calendar 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.    Within  twenty  (20) days after the close of each calendar
month during the term of this Second Amendment, Tenant shall submit to
Landlord  a  statement  indicating  the amount of its Gross Sales made
from the Additional Premises for the previous calendar month.  Minimum
Rent  due  for the Additional Premises shall accompany such statement.
Other  than  the  Minimum  Rent  set forth herein, and notwithstanding
anything  to  the contrary contained in the Lease, Tenant shall owe no
Percentage Rent for the Additional Premises.
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     6.   Tenant's Right to Go Dark.  The following new Section 9.4 is
hereby incorporated into, added to, and made a part of the Lease:

     9.4 Going Dark.    If,  during  the  term  of  this  Lease,
     Tenant discontinues conducting business to the public in the
     Store  and  vacates  the  Store ("goes dark"), and the Store
     remains  dark for a period of four (4) months, Landlord may,
     at  any  time  after  the  expiration of such four (4) month
     period  while  the  Store remains 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 Store will be re-opened for business by Tenant
     as  of  a  date certain not more than ninety (90) days after
     t h e    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 the
     Store.   Tenant is not deemed to have gone dark if it closes
     the  Store 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 Demised 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
     Store  or  pursuant  to  an  assignment or subletting of the
     Store,  provided  that the same does not result in the Store
     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. 

     7.   Full  Force.    Except  as  hereby expressly or by necessary
implication  modified or amended by this Second 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 Second Amendment, the terms of this Second Amendment shall govern
and control.

     8.   No  Further  Amendment.    This  Second Amendment may not be
amended, waived or modified in any respect unless the same shall be in
writing and signed by both parties.  This Second 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.
     
     9.   Counterparts.    This  Second  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.
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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Second
Amendment as of the date first above written.


LANDLORD:

NORTH RIVERSIDE ASSOCIATES LIMITED
PARTNERSHIP, an Illinois limited partnership                          

By:  North Riverside Corporation, an Illinois Corporation,
     Its General Partner

By: /S/ MITCHELL KAHN
Title:  VICE PRESIDENT
Date:   March 31, 1996

TENANT:

SPORTMART, INC.,
a Delaware corporation

By:  /S/ ANDREW HOCHBERG
Title:  PRESIDENT
Date:   March 31, 1996
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           Site Plan Showing Location of Additional Premises<PAGE>