THIRD AMENDMENT TO LEASE        EXHIBIT 10.50


     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  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 the following documents
executed  by  and  between  Landlord and Tenant (i) that certain First
Lease  Amendment  dated  December 2, 1988 (the  First Amendment ), and
(ii)  that certain Second Amendment to Lease dated March 31, 1996 (the
  Second Amendment ).  The Original Lease, the First Amendment and the
Second Amendment are collectively referred to herein as the  Lease .

     C.   Landlord  and  Tenant are mutually desirous of  amending the
Lease  in order to, among other things: (i) lengthen the original Term
of  the  Lease  and  to  grant  Tenant  certain  options to extend the
modified  Term  of  the  Lease; (ii) modify the  Minimum Rent  payable
under  the  Lease;  and  (iii)  grant  Tenant  a  cash  payment  as an
inducement for lengthening the original Term of the Lease.

     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.   Term  and Initial Term Expiration Date.  Effective as of the
date  hereof Section 1.5 of the Lease shall be deleted in its entirety
and replaced with the following new Section 1.5:

      1.5 Term:          Initial Term Expiration Date:
                         Two Hundred Forty (240) months following the
                         Commencement Date (i.e., June 30, 2009). 


     2.   Options.      Effective as of the date hereof Section 1.6 of
the  Lease  shall  be  deleted  in  its entirety and replaced with the
following new Section 1.6:

      1.6 Options:       Two (2) additional five (5) year periods. 
<PAGE>
     3.   Minimum  Rent.   Effective as of the date hereof Section 1.7
of  the  Lease  shall be deleted in its entirety and replaced with the
following new Section 1.7:

      1.7 Minimum Rent:

          (1)  Commencement  Date through June 30, 1996: Nine and
               91/100 Dollars ($9.91) per square foot of Leasable
               Floor  Area  of  the  Store  ($389,928.77 based on
               39,347 square feet).
     
          (2)  July  1,  1996  through  June  30, 1999:  Nine and
               50/100 Dollars ($9.50) per square foot of Leasable
               Floor  Area  of  the  Store  ($373,796.50 based on
               39,347 square feet).
     
          (3)  July 1, 1999 through June 30, 2004:  the lesser of
               (i)  Nine  and  91/100  Dollars ($9.91) per square
               f o o t  of  Leasable  Floor  Area  of  the  Store
               ($389,928.77 based on 39,347 square feet), or (ii)
               t h e  annual  Minimum  Rent  payable  during  the
               preceding thirty-six (36) month period, multiplied
               by  the CPI Increase for the immediately preceding
               thirty-six (36) month period.
     
          (4)  July  1, 2004 through the Initial Termination Date
               (i.e.,  June 30, 2009):  the lesser of (i) Ten and
               5 0 /100  Dollars  ($10.50)  per  square  foot  of
               Leasable  Floor  Area  of  the  Store ($413,143.50
               based  on  39,347 square feet), or (ii) the annual
               Minimum  Rent  payable  during the preceding sixty
               (60)  month period, multiplied by the CPI Increase
               for  the  immediately  preceding  sixty (60) month
               period.
     
          (5)  July  1,  2009  through  June  30, 2014 (the first
               Option  Period):    the  lesser  of (i) the annual
               Minimum  Rent  payable  during the preceding sixty
               (60) month period multiplied by one hundred twelve
               percent  (112%),  or  (ii) the annual Minimum Rent
               payable  during  the  preceding  sixty  (60) month
               period,  multiplied  by  the  CPI Increase for the
               immediately preceding sixty (60) month period.

          (5)  July  1,  2014  through  June 30, 2019 (the second
               Option  Period):    the  lesser  of (i) the annual
               Minimum  Rent  payable  during the preceding sixty
               (60) month period multiplied by one hundred twelve
               percent  (112%),  or  (ii) the annual Minimum Rent
               payable  during  the  preceding  sixty  (60) month
               period,  multiplied  by  the  CPI Increase for the
               immediately preceding sixty (60) month period.

     For  purposes  of periodic Minimum Rent increases under this
     Section 1.7, the "CPI Increase" is calculated by solving the
     following equation for CPII:

          CPII =  (((CPIend divided CPIstart) - 1) x 5) + 1

     where:    CPII =    CPI Increase
<PAGE>
          CPIend    =    the CPI (defined below) for the month of
                         October    immediately   preceding   the
                         effective   date   of   the   applicable
                         increase 

          CPIstart  =    t h e  CPI  for  the  month  of  October
                         immediately   preceding  the  thirty-six
                         (36)  or sixty (60) month period (as the
                         case  may  be)  preceding  the effective
                         date  of the applicable increase

     Notwithstanding  the  foregoing,  if the CPIstart is greater     
     than  the  CPIend  (i.e.,  the  CPI  has  gone down over the
     thirty-six  (36) or sixty (60) month period, as the case may
     be, 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.  

     4.   Notice  Addresses.   Effective as of the date hereof Section
1.2  of  the  Lease shall be deleted in its entirety and replaced with
the following new Section 1.2: 

       1.2     Parties and Notice Addresses:

          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:  North  Riverside  Associates  Limited
                             Partnership
                             c/o SM Property Management Co., Inc.
                             1400 S. Wolf Road, Suite 200
                             Wheeling, Illinois 60090
                             Attention:  Legal Department
<PAGE>
                         With  copies of all notices to Landlord to be
                         sent to:

                         North    Riverside    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  at  its address
                         currently on file with Landlord and Tenant. 

     5.   Inducement  Payment.    As an inducement for Tenant entering
into   this  Third  Amendment  and  agreeing  that  the  Initial  Term
Expiration Date shall be extended to June 30, 2009, Landlord shall pay
to Tenant, on or before July 1, 1999, the sum of Ninety Seven Thousand
Five   Hundred  and  No/100  Dollars  ($97,500.00)  (the    Inducement
Payment ). Landlord and Tenant agree that the Inducement Payment shall
not  be  deemed  to  be,  or  characterized  as, free rent or a rental
abatement under the Lease, but the method of payment of the Inducement
Payment  may  be  selected  by  Landlord  at  its  sole  and  absolute
discretion,  which  method  may  include, without limitation, a credit
against Minimum Rent or any other payments due from Tenant to Landlord
under the Lease.

     6.   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.

     7.   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.
     
     8.   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.
<PAGE>
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

TENANT:

SPORTMART, INC.,
a Delaware corporation

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