EXHIBIT 10.45
                      FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (the  First Amendment ) is made and
entered into as of this 1st day of May, 1994, by and between ROOSEVELT
ASSOCIATES  LIMITED  PARTNERSHIP,  an  Illinois  limited  partnership,
successor in interest to Minwick Centers, Inc., a Delaware corporation
( Landlord ), and SPORTMART, INC., a Delaware corporation ( Tenant ).

                               RECITALS:

     A.   Landlord  and Tenant are subject to that certain lease dated
November  16,  1973  (the    Lease  ) with respect to certain premises
located  at  255  Roosevelt Road, Lombard, Illinois (the  Premises  or
the  Demised Premises ).

     B.   Samuel  Zell  and  Robert  Lurie, as Trustee under a certain
Trust  Agreement  and  Declaration  of Trust dated January 1, 1984 and
known  as  Trust  No.  7184, contracted to sell  Roosevelt Plaza , the
Shopping Center within which the Premises are located, pursuant to the
Agreement of Purchase and Sale dated July 25, 1991 (the  Agreement ).

     C.   Landlord  has  succeeded  to  the  interest of the purchaser
under said Agreement.

     D.   Landlord  intends  to  improve  the  Shopping  Center by (i)
making certain improvements to the existing buildings and parking lot;
and  (ii)  further  developing  the  plaza to enhance sales through an
additional draw of customers.

     E.   It  was  critical  to Landlord s acquisition of the Shopping
Center  that  the parties hereto agree to certain changes to the Lease
as hereinafter set forth.

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

     G.   Landlord  and  Tenant  are  mutually  desirous  of  amending
certain  items  in  the  Lease  on  the terms and conditions set forth
herein.

     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.   Lease  Term.   Notwithstanding  anything  to  the  contrary
contained  in Sections 4.1 and 4.2 of the Lease, as of the date hereof
the  original  term  of  the  Lease, which has currently been extended
through  January  31,  1998,  shall  be extended so as to terminate on
January 31, 2008.

     2.   Options to Extend.  The  first two (2) grammatical sentences
of  Section  4.2 of the Lease are hereby deleted in their entirety and
replaced with the following new sentences:
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      4.2.     The  Tenant  shall  have  the option to extend the
     o r i ginal  term  of  this  Lease  for  two  (2)  separate,
     consecutive additional periods, the first option being for a
     period  of  five  (5) years and two (2) months commencing on
     February  1,  2008, and the second option being for a period
     of  five  (5)  years  commencing  on  April 1, 2013 (each an
     "Option Period").  Each Option Period shall be on all of the     
     same terms and conditions set forth in this Lease other than
     Minimum  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. Minimum
     Rent  payable  during  each  Option  Period  is specified in
     Section 5.1. 

     3.   Minimum Rent.  Effective as of the date hereof Section 
     5.1 of the Lease shall be deleted in its entirety and 
     replaced with the following new Section 5.1: 

      5.1.     MINIMUM RENT.  During  the  term  of  this  Lease,
     Tenant  agrees  to  pay  to  Landlord  a  minimum  rent (the
      Minimum  Rent ) according to the schedule set forth below,
     payable  in equal monthly installments in the amount of one-
     twelfth  (1/12)  of  the  annual Minimum Rent.  Minimum 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.  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.

     The Minimum Rent is as follows:

                Schedule                   Annual        Monthly

     April 1, 1993 - May 31, 1997       $225,000.00    $18,750.00

     Effective  June  1,  1997 and at the end of every sixty (60)
     month  period  thereafter  during  the  term  and the Option
     Periods,  the  annual Minimum Rent shall be increased by the
     lesser  of  (i) 12.5% of the annual Minimum Rent paid during
     the  preceding sixty (60) month period, or (ii) the increase
     in  the  CPI  for the immediately preceding sixty (60) month
     period,  which  increase  shall be the result of a fraction,
     the numerator of which is the CPI for the month of September
     immediately  preceding  the effective date of the applicable
     increase,  and  the  denominator of which is the CPI for the
     month  of  September  immediately  preceding  the sixty (60)
     month  period preceding the effective date of the applicable
     increase.

       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.
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     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.      
     
     4.   Common Area Charges.     Effective as of the date hereof,  
the first grammatical sentence of Section 2.9 of the Lease is hereby  
modified  to delete therefrom the following words: the lesser of (A) 
fifteen cents (15 cents) per square foot of floor area in the Demised 
Premises and (B) .

     5.   Outlot Development. Notwithstanding  any  provisions  in the
Lease  to  the  contrary,  Landlord shall have the right, from time to
time,  to develop or permit the development of outlots in the Shopping
Center,  provided  that  (i)  Marshalls    consent,  if  necessary, is
obtained,  and  (ii)  the  amount  of  available parking spaces in the
aggregate  in  the Shopping Center shall not be less than 4.5 cars per
1,000 square feet of leasable floor area.

     6.   Notices.    Section 25 of the Lease is hereby deleted in its
entirety and replaced with the following new Section 25:

      25. NOTICES.  A n y   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
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     If to Landlord: Roosevelt Associates 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:

                    Roosevelt Associates 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, if any, at its 
                    address currently on file with Landlord and Tenant. 


     7.   Tenant's Right to Go Dark.  The following new Section 32 is
hereby incorporated into, added to, and made a part of the Lease:

      32. TENANT'S RIGHT TO GO DARK.    If,  during  the  term of
     this  Lease,  Tenant discontinues conducting business to the
     public  in  the  Demised  Premises  and  vacates the Demised
     Premises ("goes dark"), and the Demised 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
     Demised 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
     Demised 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 Demised
     Premises.    Tenant  is  not  deemed to have gone dark if it
     closes  the  Demised  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
     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 Demised Premises or
     pursuant  to  an  assignment  or  subletting  of the Demised
     Premises,  provided  that  the  same  does not result in the
     Demised  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. 
<PAGE>
     8.   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.

     9.   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.
     
     10.  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 caused this First
Amendment to be executed as of the year and day first above written.

TENANT:

SPORTMART, INC.,
a Delaware Corporation

By: /S/ ANDREW HOCHBERG
Its:    PRESIDENT

LANDLORD:

ROOSEVELT ASSOCIATES LIMITED 
PARTNERSHIP, an Illinois limited partnership

By:  North Riverside Corp., an Illinois corporation,
     its General Partner

     By: /S/ MITCHELL KAHN                                             
     Its:  VICE PRESIDENT                                              
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