SPORTMART, INC.               EXHIBIT 10.53
                     1400 S. Wolf Road, Suite 200
                        Wheeling, IL 60090-6524

                             March 8, 1996

Larry Hochberg, Chairman and CEO
Sportmart, Inc.
1400 S. Wolf Road, Suite 200
Wheeling, IL 60090-6524

     Re:  Post-Employment Medical Benefits

Dear Larry:

     The  Company  is  grateful  to  you  for  your many long years of
excellent  and  distinguished  leadership.    In  consideration of and
recognition  for  these past services and your continuing contribution
to  the  Company, the Company has agreed to provide to you and Barbara
Hochberg  post  employment  medical  benefits,  as set forth below, in
satisfaction of your concerns in this regard.  

1.   You  and  Barbara will continue to be covered under the Company's
     existing  group  medical  benefit plan for active employees until
     the  date  you  cease  to be eligible for such coverage under the
     terms of the plan.  When you cease to be eligible under the Plan,
     you  will  then  be  eligible  for  health  benefit  continuation
     coverage  under  the plan pursuant to Federal law ("COBRA") under
     the  same terms and conditions that apply to other COBRA-eligible
     individuals.   This generally would provide you with 18 months of
     coverage  under  the plan; you would, however, be responsible for
     paying any required premium for coverage.

2.   Upon  the  date  your (and Barbara's) COBRA coverage has expired,
     you  and  Barbara  will  be eligible for Company-provided retiree
     medical benefits, subject to the following terms and conditions:

     (i)  Y o u  will  receive  reimbursement  from  the  Company  for
          physician,  hospitalization  and  prescription drug expenses
          ("Expenses")  incurred  by  you  and  Barbara  which are not
          o t h erwise  reimbursable  or  payable  by  another  payor,
          including  but  not  limited  to,  another  employer's group
          health  plan,  Medicare,  or  first or third party insurance
          (such as an automobile insurance policy).

     (ii) Reimbursement  by the Company of Expenses will be subject to
          a  $25,000  annual calendar year deductible which will apply
          to Expenses incurred by you and/or Barbara in the aggregate.

     (iii)You  and  Barbara  will  take  all necessary steps to obtain
          coverage  under  Medicare  Parts  A and B when you are first
          eligible  for such coverages and you will seek reimbursement
          on  a  primary basis under such programs.  You will give the
          Company   subrogation  rights  to  the  extent  of  Expenses
          reimbursed  by  the  Company in connection with an injury or
          accident.

     (iv) The  Company  has  no  obligation  to  set  aside  assets or
          purchase insurance to satisfy its obligations hereunder.
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     (v)  This Agreement contained in this letter supersedes any other
          obligation  of  the  Company with respect to post-employment
          medical benefits for you and Barbara.

     (vi) All  reimbursements  made  will be treated by the Company as
          taxable  payments to you and your wife and will issue you an
          IRS Form 1099 with respect to such payments.

3.   During  any  period  that  you  are accepting benefits under this
     Agreement,  you  will  not,  without  the  prior  express written
     consent  of  the  Company's  Compensation  Committee,  not  to be
     unreasonably  withheld,  engage in (either as an owner, investor,
     partner,  stockholder, employer, employee, consultant, advisor or
     director)   any  "Business"  which  competes  with  the  Company;
     provided,  however,  this shall not limit your ability to own any
     publicly traded securities in a Business for which you provide no
     services.    "Business"  means  a  large  format  sporting  goods
     retailer in the Continental United States.

4.   Once  you  have  signed  the  duplicate copy of this letter, this
     letter  constitutes  an  Agreement binding on the Company and any
     successor  to  the  Company.    This  Agreement  is  governed  in
     accordance with the laws of the State of Illinois.

5.   In  the  event  you  desire  to  pursue  a claim relating to this
     Agreement,  it  shall  be  settled  exclusively by arbitration in
     Chicago,  Illinois  by  at  least  two  but  not  more than three
     arbitrators   in  accordance  with  the  rules  of  the  American
     Arbitration  Association  in  effect at the time of submission of
     the  arbitration.    Judgment  may be entered on the arbitrator's
     award  in  any court having jurisdiction.  If you prevail in such
     arbitration  you  will  be  entitled  to  reimbursement  of  your
     reasonable  legal  costs  and  expenses  incurred in pursuing and
     enforcing  your claim plus interest on all past due claims at the
     prime  rate of interest plus 2% as published from time to time in
     the Midwest edition of the Wall Street Journal.

6.   In  the  event  the  Company is entering into a transaction which
     involves  a  "change-in-control" of the Company, such transaction
     will  also  provide for undertakings reasonably acceptable to you
     and  the  Company  that will assure the continuous performance of
     the Company's obligation under this Agreement.

     If  you  agree to the aforementioned terms and conditions, please
signify  your  consent  by executing the extra copy of this letter and
returning it to me.
                                   Sincerely,

                                   SPORTMART, INC.

                                   By:  /S/ANDREW HOCHBERG                      

/S/ LARRY HOCHBERG
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