THIRD AMENDMENT TO LEASE        EXHIBIT 10.51


     THIS  THIRD  AMENDMENT  TO LEASE (the  Third Amendment ) is made,
entered into, and effective  as of the 23rd day of April, 1996, by and
between  TORRENCE PROPERTIES, an Illinois limited partnership, as sole
beneficiary  of  American  National Bank and Trust Company of Chicago,
not  personally  but  solely  as  Trustee  under Trust Agreement dated
December  5,  1973  and  known  as  Trust  No. 32490 ( Landlord ), and
SPORTMART, INC., a Delaware corporation ( Tenant ).

                               RECITALS:

     A.   By   that  certain  Lease  dated  September  24,  1974  (the
 Original Lease ), by and between Landlord and Tenant, Landlord leased
to  Tenant  certain premises consisting of approximately 44,753 square
feet  of  retail space (the  leased premises ) located in the shopping
center  commonly  known  as Sportmart Plaza (the  Shopping Center ) at
1500 South Torrence Avenue, Calumet City, Illinois.

     B.   The Original Lease was amended by the following documents by
and  between  Landlord  and  Tenant:  (i) that certain Lease Amendment
dated  October  16,  1979  (the   First Amendment ); (ii) that certain
Lease  Extension  dated January 6, 1979 (the  First Extension ); (iii)
that  certain  Lease Extension and Amendment dated April 16, 1987 (the
  Second  Extension  );  and  (iv) that certain Second Lease Amendment
dated July 19, 1989 (the  Second Amendment ).  The Original Lease, the
First  Amendment,  the  First Extension, the Second Extension, and the
Second Amendment are referred to herein collectively as the  Lease .

     C.   Landlord  and  Tenant  are  mutually  desirous  of  amending
certain  items  in  the  Lease  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.   Landlord  s  Recapture  Right  if  Tenant  Goes  Dark.   The
following  new paragraph 11 is hereby incorporated into, added to, and
made a part of the Lease at the end of Article IV thereof:

      11. If,  during the term of this Lease, Tenant discontinues
     conducting  business  to the public from the leased premises
     and  vacates  the  leased  premises  ("goes  dark"), and the
     leased  premises  remain  dark  for  a  period  of  four (4)
     consecutive  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
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     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 substantial
     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 the
     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
     a n y   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. 

     2.   Tenant s Right of Redemption.  The following new paragraph 6
is hereby incorporated into, added to, and made a part of the Lease at
the end of Article VIII thereof:

       If  Landlord  obtains  a judgment in an eviction, unlawful
     d e t ainer  or  other  proceeding  whereby  this  Lease  is
     terminated,  then if Tenant pays the amount of such judgment
     within  ninety  (90)  days  after the date that the judgment
     becomes  a  final  judgment, together with all of Landlord's
     reasonable  attorneys'  fees  and  costs,  the rights of the
     parties  shall be as if the judgment had never been entered,
     and  the  Lease  had  never been terminated, and appropriate
     papers  and stipulations shall be filed so that the judgment
     is rescinded, and the action dismissed.  For purposes of the
     rights  of  third parties (e.g., lenders and creditors) this
     Lease  will not be deemed to have been terminated unless the
     ninety  (90)  day  period passes without payment as provided
     for  herein.    Tenant's right of redemption hereunder shall
     not  apply  to an action or proceeding arising from Tenant's
     failure to pay basic rent or any installment thereof, unless
     such  failure  of  payment resulted from Tenant's good faith
     exercise  of  a  right  of set-off, withholding or deduction
     provided for herein or under applicable law. 

     3.   Notices.    Article XI of the Lease is hereby deleted in its
entirety and replaced with the following new Article XI:
<PAGE>
                               ARTICLE XI

                                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 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:     Torrence Properties
                    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:

                    Torrence Properties
                    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. 

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

     5.   No  Further  Amendment.    This  Third  Amendment may not be
amended, waived or modified in any respect unless the same shall be in
writing  and signed by both parties.  This Third 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.
     
     6.   Counterparts.    This  Third  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 Third
Amendment as of the date first above written.

LANDLORD:

TORRENCE PROPERTIES,
an Illinois limited partnership                                       

By: /S/ LARRY HOCHBERG                                           
Title:  PRESIDENT                           

TENANT:

SPORTMART, INC.,
a Delaware corporation

By: /S/ ANDREW HOCHBERG                                          
Title:  PRESIDENT                                      
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