Exhibit 10.54
                             SPORTMART, INC.
                             SEVERANCE PLAN
                             
                            TABLE OF CONTENTS
                                                                     Page
ARTICLE I      Establishment and Purpose  . . . . . . . . . . . . .   -1-
ARTICLE II     Definitions
                    2.1  "Act"  . . . . . . . . . . . . . . . . . . . -1-
                    2.2  "Administrator"  . . . . . . . . . . . . . . -1-
                    2.3  "Affiliate"  . . . . . . . . . . . . . . . . -2-
                    2.4  "Beneficiary"  . . . . . . . . . . . . . . . -2-
                    2.5  "Benefits" . . . . . . . . . . . . . . . . . -2-
                    2.6  "Benefits Period"  . . . . . . . . . . . . . -2-
                    2.7  "Board of Directors" or "Board"  . . . . . . -2-
                    2.8  "Cause"  . . . . . . . . . . . . . . . . . . -2-
                    2.9  "Change of Control"  . . . . . . . . . . . . -2-
                    2.10 "Code" . . . . . . . . . . . . . . . . . . . -4-
                    2.11 "Company"  . . . . . . . . . . . . . . . . . -4-
                    2.12 "Compensation" . . . . . . . . . . . . . . . -4-
                    2.13 "Effective Date" . . . . . . . . . . . . . . -5-
                    2.14 "Eligible Employee"  . . . . . . . . . . . . -5-
                    2.15 "Employee" . . . . . . . . . . . . . . . . . -5-
                    2.16 "Employer" . . . . . . . . . . . . . . . . . -5-
                    2.17 "Extension Date" . . . . . . . . . . . . . . -5-
                    2.18 "Good Reason"  . . . . . . . . . . . . . . . -5-
                    2.19 "Named Fiduciary"  . . . . . . . . . . . . . -6-
                    2.20 "Participant"  . . . . . . . . . . . . . . . -6-
                    2.21 "Plan" . . . . . . . . . . . . . . . . . . . -6-
                    2.22 "Rate of Compensation" . . . . . . . . . . . -6-
                    2.23 "Termination of Employment"  . . . . . . . . -6-
ARTICLE III    Eligibility For Benefits
                    3.1  Classes of Eligible Employees  . . . . . . . -6-
                    3.2  Entitlement to Benefits  . . . . . . . . . . -7-
                    3.3  Voluntary Resignation or Discharge for Cause -7-
                    3.4  Voluntary Termination After Six Months . . . -7-
                    3.5  Duration of Participation  . . . . . . . . . -7-
ARTICLE IV     Benefits
                    4.1  Class A Severance Benefits . . . . . . . . . -7-
                    4.2  Class B Severance Benefits . . . . . . . . . -8-
                    4.3  Class C Severance Benefits . . . . . . . . . -8-
                    4.4  Class D Severance Benefits.  . . . . . . . . -8-
                    4.5  Additional Severance Benefits  . . . . . . . -8-
                    4.6  Death  . . . . . . . . . . . . . . . . . . . -8-
                    4.7  Deduction of Taxes from Amounts Payable  . . -8-
                    4.8  Manner and Timing of Distribution  . . . . . -9-
                    4.9  Limit on Benefits  . . . . . . . . . . . . . -9-
                         4.10 Continued Health Benefits  . . . . . . .-9-
ARTICLE V      Administration
                    5.1  Authority and Responsibility of the     
                         Administrator . . . . . . . . . . . . . . . .-10-
                    5.2  Administrator Duties . . . . . . . . . . . . -10-
                    5.3  Records  . . . . . . . . . . . . . . . . . . -11-
                    5.4  Administrator Decisions Final  . . . . . . . -11-  
                    5.5  Misrepresentations . . . . . . . . . . . . . -11-
<PAGE>
ARTICLE VI     Claims Procedure
                    6.1  Initial Claim for Payment  . . . . . . . . . -11-
                    6.2  Review of Claim Denial . . . . . . . . . . . -11-
ARTICLE VII    Arbitration
                    7.1  Arbitration  . . . . . . . . . . . . . . . . -12-
ARTICLE VIII   Amendment and Termination
                    8.1  Amendments . . . . . . . . . . . . . . . . . -12-
                    8.2  Termination of the Plan  . . . . . . . . . . -13-
                    8.3  Limit on Amendment and Termination . . . . . -13-
ARTICLE IX     Miscellaneous Provisions
                    9.1  Merger . . . . . . . . . . . . . . . . . . . -13-
                    9.2  No Term of Employment  . . . . . . . . . . . -13-
                    9.3  Source of Payment  . . . . . . . . . . . . . -13-
                    9.4  Actions by Company . . . . . . . . . . . . . -13-
                    9.5  Headings . . . . . . . . . . . . . . . . . . -13-
                    9.6  Invalidity of Certain Provisions . . . . . . -13-
                    9.7  Law Governing  . . . . . . . . . . . . . . . -14-
                    9.8  Limitation on Liability  . . . . . . . . . . -14-
                    9.9  Prior Benefits . . . . . . . . . . . . . . . -14-
                    9.10 Notices  . . . . . . . . . . . . . . . . . . -14-
                    9.11 Gender and Number  . . . . . . . . . . . . . -14-
<PAGE>
                
                            SPORTMART, INC.
                   AMENDED AND RESTATED SEVERANCE PLAN

                                ARTICLE I

                        Establishment and Purpose
     WHEREAS,  SPORTMART,  INC.  ("Company")  established,  effective
February  26,  1996, the Sportmart, Inc. Severance Plan for the  purpose
of    providing  severance  benefits  to  eligible  employees on certain
voluntary  and  involuntary  terminations of employment resulting from a
change in corporate control;
     WHEREAS,  the Company amended the Plan as of May 1, 1997 to clarify
the intent of certain provisions adopted in February 1996; and
     WHEREAS,  the  Company  desires to create this amended and restated
Plan instrument to contain the substantive and administrative provisions
of the Company's severance benefit plan.
     NOW,  THEREFORE,  the  Company  hereby  creates  this separate Plan
document  for the purpose of providing Eligible Employees with severance
benefits.    Any  prior  oral  or  written  declarations of this Plan or
predecessor  plans  or  portions  thereof  are hereby expressly amended,
restated  or  revoked,  as  appropriate,  in  order  to  effectuate  the
Company's  intent  that  this written instrument (as may be amended from
time  to  time)  shall  be  the sole embodiment of the Plan.  No covered
individual  shall  have any right or claim with respect to the severance
benefits  provided  under  this  Plan other than in accordance with this
Plan document.
                              ARTICLE II

                               Definitions
     When  used  herein in a capitalized form, the following words shall
be  deemed  to  have  the  following meanings unless the context clearly
indicates otherwise:
     2.1  "Act"  means  the  Employee  Retirement Income Security Act of
1974,  as  amended  from  time  to time, and the regulations promulgated
thereunder.
     2.2  "Administrator"  of  the  Plan  within  the meaning of the Act
shall  be  the  Compensation  Committee  of  the  Board,  or  such other
committee  as  the  Board shall designate, and in the event that no such
committee  sits,  the  Board  provided  that,  in each case, following a
Change  of Control, the Administrator immediately prior to the Change of
Control shall continue to serve as the Administrator thereafter.
     2.3  "Affiliate"  means  the  Company,  its subsidiaries, any other
trades  or  businesses of the Company in which it holds a proprietary or
controlling interest, and any successor entity.
     2.4  "Beneficiary"  means  the  Participant's spouse on his date of
death or, if none, the Participant's estate.
     2.5  "Benefits"  means  the severance benefits described in Article
IV  herein.    The  Benefits  described  in Article IV which represent a
severance benefit are unfunded commitments of the Employer.
     2.6  "Benefits Period" means the period commencing on the Extension
Date and ending 18 months thereafter.
     2.7  "Board  of  Directors" or "Board" means the Board of Directors
of the Company.

<PAGE>     
     
     2.8  "Cause"  means an Employee's: (A) felony conviction in a court
of  law under applicable federal or state laws which results in material
damage  to the Employer or materially impairs the value of an Employee's
services to the Employer, or (B) willfully engaging in one or more acts,
or  willfully  omitting  to act, in a manner so as to violate a material
Employer  policy or fiduciary duty owed by Employee to Employer which is
demonstrably and materially damaging to the Employer and which continues
for a period of thirty days after Employer provides such Employee notice
specifying  the  nature  and  extent  of  the  reason  for  such notice;
provided,  however,  if the reason specified for the notice is not cured
within  sixty  (60)  days,  but  is  capable  of  being  cured  within a
reasonable period of time in excess of sixty (60) days, then termination
for cause shall not occur if Employee commences to cure within the first
sixty  (60)  day  period  and  thereafter  diligently  and in good faith
continues  to  cure  to  completion.    An  act  or failure to act on an
Employee's  part  shall  not  be  considered "willful" if it was done or
omitted  to  be  done  by him in good faith (e.g., without limitation, a
good faith exercise of his business judgment) and he reasonably believes
his  action  or failure to act was in the Employer's interest, and shall
not  include  any act or failure to act resulting from any incapacity of
Employee.
     2.9  "Change of Control" means:
           (i)      The  acquisition  by  any individual, entity or group
                   (within  the  meaning of Section 13(d)(3) or 14(d)(2)
                   of  the  Securities  Exchange Act of 1934, as amended
                   (the  "Exchange  Act"))  (a  "Person")  of beneficial
                   ownership  (within  the meaning of Rule 13d-3 promul-
                   gated  under  the  Exchange Act) of a majority of the
                   combined  voting power of the then-outstanding voting
                   securities  of the Company entitled to vote generally
                   in   the  election  of  directors  (the  "Outstanding
                   Company  Voting Securities"); provided, however, that
                   for  purposes  of  this subsection (i), the following
                   a c quisitions  shall  not  constitute  a  Change  of
                   Control:   (1)  any  acquisition  directly  from  the
                   Company,  (2) any acquisition by the Company, (3) any
                   acquisition  by any employee benefit plan (or related
                   trust)  sponsored or maintained by the Company or any
                   corporation  controlled  by  the  Company  or (4) any
                   a c q uisition  by  any  corporation  pursuant  to  a
                   transaction  which complies with clauses (A), (B) and
                   (C) of subsection (iii) of this Section 2.9;
         (ii)      Individuals  who,  as  of the date hereof, constitute
                   the  Board  (the  "Incumbent  Board")  cease  for any
                   reason  to  constitute  at  least  a  majority of the
                   B o a rd;  provided,  however,  that  any  individual
                   becoming  a  director  subsequent  to the date hereof
                   whose  election,  or  nomination  for election by the
                   Company's  shareholders, was approved by a vote of at
                   least a majority of the directors then comprising the
                   Incumbent  Board  shall  be considered as though such
                   individual  were a member of the Incumbent Board, but
                   excluding,  for  this  purpose,  any  such individual
                   whose initial assumption of office occurs as a result
                   of  an  actual  or  threatened  election contest with
                   respect  to  the  election or removal of directors or
                   other actual or threatened solicitation of proxies or
                   consents  by  or on behalf of a Person other than the
                   Board; 

<PAGE>

        (iii)      Consummation of:
               A)   a reorganization, merger or consolidation
                    of the Company, or
               (B)  sale,  lease,  exchange, mortgage, pledge,
                    transfer    or   other   disposition   of   all   or
                    substantially  all  of the assets of the Company; (a
                    "Business Combination");
                    provided  that, in each case, a transaction will not
                    constitute  a  "Business  Combination" if, following
                    such  transaction,  (X)  all or substantially all of
                    the individuals and entities who were the beneficial
                    owners,  respectively,  of the outstanding shares of
                    common  stock  of  the Company ("Outstanding Company
                    Common  Stock")  and  Outstanding  Company  Voting
                    Securities  immediately  prior  to  such  Business
                    Combination   beneficially   own,   directly   or
                    indirectly,   more  than  fifty  percent  (50%)  of,
                    respectively,  the then-outstanding shares of common
                    stock  and  the  combined voting power of the then -
                    outstanding   voting  securities  entitled  to  vote
                    generally  in the election of directors, as the case
                    may  be,  of  the  corporation  resulting  from such
                    Business Combination (including, without limitation,
                    a  corporation which as a result of such transaction
                    owns  the Company or all or substantially all of the
                    Company's  assets  either directly or through one or
                    m o r e  subsidiaries)  in  substantially  the  same
                    proportions as their ownership, immediately prior to
                    such Business Combination of the Outstanding Company
                    Common  Stock  and  Outstanding  Company  Voting
                    Securities,  as  the  case  may  be,  (Y)  no person
                    (excluding   any  corporation  resulting  from  such
                    Business  Combination  or  any employee benefit plan
                    ( o r    related  trust)  of  the  Company  or  such
                    corporation    resulting    from    such    Business
                    Combination)    beneficially   owns,   directly   or
                    i n directly,  twenty  percent  (20%)  or  more  of,
                    respectively,  the then outstanding shares of common
                    s t ock  of  the  corporation  resulting  from  such
                    Business  Combination,  or the combined voting power
                    of  the  then  outstanding voting securities of such
                    corporation except to the extent that such ownership
                    existed prior to the Business Combination and (Z) at
                    least  a  majority  of  the  members of the board of
                    directors  of  the  corporation  resulting from such
                    Business  Combination  were members of the Incumbent
                    Board  at  the  time of the execution of the initial
                    agreement,  or of the action of the Board, providing
                    for such Business Combination; or
                    (iv)      Approval  by  the  shareholders  of  the 
                    Company of a complete liquidation or dissolution of 
                    the Company.
     2.10 "Code"  means  the  Internal  Revenue Code of 1986, as amended
from time to time and the regulations promulgated thereunder.
     2.11 "Company"  means  Sportmart, Inc. and any successor company by
merger, consolidation, or purchase of stock or assets.

<PAGE>
     
     2.12 "Compensation"  means  except with respect to Section 4.9, the
base compensation paid by the Employer to an Eligible Employee on a cash
basis  for  personal services, but excluding any amounts paid under this
Plan,  bonuses,  commissions,  incentive pay, living allowances, expense
allowances,  reimbursement  for  relocation,  education  or  business
expenses,  imputed  income  under  any  employee  benefit plan, non-cash
awards  and  any  distributions paid under any tax-qualified plan (other
than  amounts  deferred  under a cash or deferred arrangement), payments
made  pursuant  to any accident or health insurance plan, stock options,
any  value  received  pursuant  to  a stock option or stock appreciation
rights plan, any other distributions which receive special tax treatment
and  all  other extraordinary compensation.  For purposes of Section 4.9
(regarding  the  cap on benefits), "Compensation" shall have the meaning
under Section 280G of the Code.
     2.13 "Effective Date" means February 26, 1996.
     2.14 "Eligible  Employee" means an Employee who is not a party to a
written  employment  agreement  or  severance agreement with the Company
addressing  the  same benefits, and who is included in an Eligible Class
of  Employees  in  accordance  with  Section 3.1 of this Plan; provided,
however, if an Employee is a party to a written agreement addressing the
same  benefits  as  this  Plan,  and  this  Plan provides more favorable
benefits  than  such  agreement, then such Employee shall be an Eligible
Employee  and  shall be entitled to receive the Benefits under this Plan
in lieu of the benefits provided under such other agreement.
     2.15 "Employee" means any person who is a common-law employee of an
Employer on or after the Effective Date.
     2.16 "Employer" means the Company.
     2.17 "Extension  Date"  means the date on which a Change of Control
occurs.    Anything  in  this Plan to the contrary notwithstanding, if a
Change  of  Control  occurs  and  if  any  otherwise Eligible Employee's
employment  with  the  Employer is terminated prior to the date on which
the  Change  of  Control occurs, and if it is reasonably demonstrated by
the  Employee  that  such  Termination (i) was at the request of a third
party  who  has  taken steps reasonably calculated to effect a Change of
Control  or (ii) otherwise arose in connection with or anticipation of a
Change  of  Control, then for purposes of this Plan, and with respect to
such  Employee,  the  "Extension  Date"  shall mean the date immediately
prior to such date of Termination.
     2.18 "Good  Reason" means the occurrence of a Change of Control and
following  which  there  occurs,  without  an  Employee's  prior written
consent:
     (i)   the  assignment to the Employee of any duties inconsistent in
           any  respect  with the Employee's position (including status,
           offices,   titles  and  reporting  requirements),  authority,
           duties  or  responsibilities,  or  any  other  action  by the
           Company  which  results  in  a  diminution  in such position,
           authority,  duties  or  responsibilities,  excluding for this
           purpose an isolated, insubstantial and inadvertent action not
           taken  in  bad  faith  and  which  is remedied by the Company
           promptly  after  receipt  of  notice  thereof  given  by  the
           Employee;
     (ii)   a  reduction  in  the  Employee's  Compensation  in an amount
           exceeding  5  percent  or, other than changes occasioned by a
           substitution  or  modification  of general welfare plans that
           are   generally  applicable  to  all  Employees  and  do  not
           discriminate  against  the  Employee, a reduction in benefits
           and   other  compensation  including  amounts  excluded  from
           Compensation; or
<PAGE>     

     (iii)   the  Company's  requiring  the  Employee  to  be based at any
           office  or  location  more  than 50 miles from the Employee's
           prior  office  or  location  or  the  Company's requiring the
           Employee  to  travel  on  Company business to a substantially
           greater   extent  than  required  immediately  prior  to  the
           Extension Date.
     2.19 "Named  Fiduciary"  of  the Plan within the meaning of Section
402(a) of the Act shall be the Administrator.
     2.20 "Participant"  means  an  Eligible Employee who is entitled to
participate in the Plan as provided in Article III.
     2.21 "Plan"  means  the  Sportmart,  Inc. Severance Plan, as stated
herein, and as hereafter may be amended from time to time.
     2.22 "Rate  of  Compensation"  means an Eligible Employee's monthly
r a t e   of  Compensation  immediately  preceding  his  Termination  of
Employment.
     2.23 "Termination  of  Employment"  means  the  earliest  of  (a) a
resignation  by  an Employee for reason of disability; (b) a resignation
by  an  Employee;  (c)  a  dismissal  of  an  Employee  for Cause, (d) a
dismissal  of  an  Employee without Cause, (e) death, or (f) retirement.
Except  where an Employee terminates for Good Reason, the transfer of an
Employee  to  an  Affiliate  shall  not  be regarded as a Termination of
Employment.
     
                                  ARTICLE III
                   
                   Eligibility For Benefits
     3.1  Classes of Eligible Employees.  An Employee will be considered
an  Eligible  Employee if he fits within one of the following Classes as
of the Extension Date:
          (i)  Class A:  Chairman, President, Chief Operating Officer or
          Chief Executive Officer.
          (ii) Class B:  Executive Vice President, Senior Vice President
          or  annual  Compensation  of $150,000 or greater who is not in
          Class A.
          (iii)  Class  C:    Vice President with annual Compensation of
          $90,000 or greater who is not in Class A or B.          
          (iv)  Class  D:  Other Employees or categories of Employees as
          the   Administrator  may  determine,  if  any,  prior  to  the
          Extension Date.
     3.2  Entitlement  to  Benefits.    Subject  to any other applicable
requirements  of  this  Plan, an Eligible Employee whose employment with
the Employer is terminated during the Benefits Period because of (i) his
involuntary Termination of Employment other than for Cause, or  (ii) his
voluntary  Termination  of  Employment  for  Good  Reason,  or (iii) his
voluntary  Termination of Employment other than for Good Reason pursuant
to Section 3.4 shall, subject to Section 4.9, be entitled to receive the
benefits  applicable to his Class as described in Sections 4.1, 4.2, 4.3
or 4.4.
     3.3  Voluntary  Resignation  or  Discharge  for Cause.  An Eligible
Employee  whose  employment  with  the  Employer is terminated for Cause
shall not be eligible to receive any benefits provided under Article IV.
An  Eligible  Employee  whose employment with the Employer is terminated
voluntarily  other than for Good Reason shall not be eligible to receive
any  benefits provided under Article IV except to the extent provided in
Section 3.4.
     
<PAGE>

     3.4  Voluntary  Termination  After Six Months.  An Eligible Class A
or  Class  B  Employee  who incurs a voluntary Termination of Employment
other  than  for  Good Reason shall be entitled to a Benefit pursuant to
Sections  4.1(b)  or 4.2(b) if such Eligible Class A or Class B Employee
voluntarily  terminates employment other than for Good Reason during the
ninety day period beginning on the 180th day after the Extension Date.
     3.5  Duration  of Participation.  A Participant shall cease to be a
Participant  on the date the Participant receives the total distribution
of his Benefits under the Plan.

                               ARTICLE IV
                    Benefits
     4.1  Class A Severance Benefits.
         (a)  In  General.    In  the event a Class A Eligible Employee
     incurs  a  Termination  of  Employment  and is entitled to Benefits
     pursuant to Section 3.2, the Employee shall receive a Benefit based
     o n    h is  Rate  of  Compensation  equivalent  to  18  months  of
     Compensation.
         (b)  On  Voluntary  Termination  of  Employment Other Than for
     Good  Reason.    In  the event a Class A Eligible Employee incurs a
     voluntary  Termination  of Employment other than for Good Reason in
     accordance  with  Section  3.4,  he  shall be entitled to receive a
     Benefit based on his rate of Compensation equivalent to 6 months of
     Compensation.
     4.2  Class B Severance Benefits.
          (a)  In  General.    In  the event a Class B Eligible Employee
     incurs  a  Termination  of  Employment  and is entitled to Benefits
     pursuant to Section 3.2, the Employee shall receive a Benefit based
     on  such Employee's Rate of Compensation equivalent to 18 months of
     Compensation.          
          (b)  On  Voluntary  Termination  of  Employment Other Than for
     Good  Reason.    In  the event a Class B Eligible Employee incurs a
     voluntary  Termination  of Employment other than for Good Reason in
     accordance  with  Section  3.4,  he  shall be entitled to receive a
     Benefit based on his rate of Compensation equivalent to 6 months of
     Compensation.
     4.3  Class  C  Severance Benefits.  In the event a Class C Eligible
Employee  incurs a Termination of Employment and is entitled to Benefits
pursuant  to  Section 3.2, the Employee shall receive a benefit based on
his rate of Compensation equivalent to 12 months of Compensation. 
     4.4  Class D Severance Benefits.   In  the event a Class D Eligible
Employee  incurs a Termination of Employment and is entitled to Benefits
pursuant  to  Section 3.2, the Employee shall receive a Benefit based on
his  Rate of Compensation as determined by the Administrator at the time
Class D Employees are identified in writing by the Administrator.
     4.5  Additional Severance Benefits.  Notwithstanding the foregoing,
the  Administrator shall have the authority to make discretionary grants
of  additional  Benefits  from  time  to  time prior to a change in 
control  to  Class  B and Class C Employees as it deems appropriate.
     4.6  Death.    On  the  death  of  a Participant who is entitled to
Benefits  under  the Plan and who has not received payment of his entire
Benefit, the Participant's remaining Benefit shall be paid in a lump sum
to the Participant's Beneficiary.
     
<PAGE>     

     4.7  Deduction  of  Taxes  from  Amounts Payable.  The Employer may
deduct  from  the amounts to be distributed such amount as the Employer,
in its sole discretion, deems proper to protect itself against liability
for the payment of death, succession, inheritance, income, employment or
other  taxes  or withholdings, garnishments and advances, and out of the
money  so deducted the Employer may discharge any such liability and pay
t h e    amount  remaining  to  the  Participant  or  the  Participant's
Beneficiary, as the case may be.
     4.8  Manner and Timing of Distribution.
          (a) In General.  Subject to Section 4.8(b), benefits under the
     Plan  will  be  paid in a lump sum as soon as reasonably practical,
     but  no  later than 15 days after termination.  If Benefits are not
     timely  paid,  the  Participant  will  be paid a reasonable rate of
     interest on the unpaid Benefits until paid.
          (b)    Limitation.    Notwithstanding  Section  4.8(a), if the
     payment  of  any  Benefit will result in any portion of the Benefit
     (or  any  other  amount paid to a Participant or Beneficiary during
     the  same  calendar  year)  not  being deductible by the Company by
     reason  of Code Section 162(m), the Administrator may defer payment
     of  all  or a portion of such Benefits until such time that payment
     will be deductible.
     4.9  Limit  on  Benefits.   Notwithstanding anything in the Plan to
the  contrary,  an  Eligible  Employee's  Benefits  shall  be reduced or
eliminated  to  the  extent  that  such otherwise payable Benefits, when
considered  with  other payments of compensation payable to the Eligible
Employee  on  termination  of  employment in connection with a Change of
Control,  including,  without  limitation,  the  vesting of an option or
other  non-cash  benefit  or  property, whether pursuant to the terms of
this  Plan or any other plan, arrangement, or agreement with the Company
or  any  affiliated  company  (the "Total Payments") would trigger a tax
imposed under Section 4999 of the Code.
     4.10 Continued  Health  Benefits.  In the event an Eligible Employee
who  is eligible for benefits under Section 3.2 of this Agreement elects
continued  coverage  under the Company's group health insurance plan, as
permitted  by  COBRA,  the  Company  shall continue to pay the Company's
share  of  premiums  for  such  continued  coverage for a period of time
following  the  date  of the Employee's Termination of Employment as set
forth below:
          Class                         No. of Months Covered
          Class A Eligible Employee     18 months
          Class B Eligible Employee     18 months
          Class C Eligible Employee     12 months
          Class D Eligible Employee      6 months
     
                                ARTICLE V

                             Administration
     5.1  Authority  and  Responsibility  of  the  Administrator.    The
Administrator  shall  have overall responsibility for the establishment,
amendment,  termination,  administration and operation of the Plan.  The
Administrator may discharge its duty by appointment and removal (with or
without  cause)  of  individuals or of a committee or committees to whom
shall    be  delegated  those  responsibilities  determined  by  the
Administrator.
     
<PAGE>
     
     5.2  Administrator  Duties.    The  Administrator  on behalf of the
Participants  and  all Beneficiaries will enforce the Plan in accordance
with  its  terms  and  will have all powers necessary to accomplish that
purpose, including, but not limited to, the following:
          (a)  To  adopt  and  issue rules and regulations necessary for
     the  proper  conduct  and administration of the Plan and to change,
     alter, or amend such rules and regulations;
          (b)  To  construe  and enforce the Plan in accordance with its
     terms and any policy and regulations it establishes;
          (c)  To determine all questions arising in its administration,
     including  those  relating  to the eligibility of persons to become
     P a r t i c ipants,  and  the  rights  of  Participants  and  their
     Beneficiaries,  and its decision thereon shall be final and binding
     upon all persons hereunder;
          (d)  To  authorize all disbursements of Benefits in accordance
     with the provisions of the Plan;
          (e)  To  keep  records  relating  to  Participants  and  other
     matters applicable to this Plan;
          (f)  To  make  available  to  Participants  upon  request, for
     e x amination  during  business  hours,  such  records  as  pertain
     exclusively to the examining Participant;          
          (g)  To  prescribe  procedures  to be followed by Participants
     and Beneficiaries in claiming benefits;
          (h)  To  make  available  for  inspection  and to provide upon
     request  at  such  charge as may be permitted and determined by the
     Administrator,  documents  and instruments required to be disclosed
     by the Act;
          (i)  To designate Participants; and
          (j)  To appoint such agents and other specialists to aid it in
     the administration of the Plan as it deems necessary.
     5.3  Records.   The regularly kept records of the Administrator and
any  Employer  shall  be  conclusive evidence of a Participant as to all
matters contained therein applicable to this Plan.  An Employee or other
interested individual may request a correction in the record of any fact
relevant  for  purposes of the Plan and such correction shall be made if
h e   furnishes  in  support  thereof  documentary  proof  of  the  fact
satisfactory to the Administrator.
     5.4  A d m i nistrator  Decisions  Final.    The  decision  of  the
Administrator  in  matters  within  its  jurisdiction  shall  be  final,
binding,  and  conclusive  upon  the  Employer, Employees, Participants,
Beneficiaries and any other person or party interested or concerned.
     5.5  Misrepresentations.    The Administrator may (but shall not be
r e q u i r ed  to)  rely  upon  any  certificate,  statement  or  other
representation  made to it by an Employee or Beneficiary with respect to
any  fact  regarding  any  of  the  provisions  of  the  Plan.  Any such
certificate,  statement  or  other  representation shall be conclusively
binding  upon such Employee, Beneficiary or his personal representative,
heir,  or assignee (but not upon the Administrator), and any such person
shall  thereafter  be  estopped  from  disputing  the  truth of any such
certificate, statement or other representation.

<PAGE>
                               ARTICLE VI

                            Claims Procedure
     6.1  Initial  Claim  for  Payment.  Each Participant or Beneficiary
shall  submit a claim for payment to the Administrator (or to such other
person  as  may be designated by the Administrator) in such manner as is
prescribed  by  the  Administrator,  provided  that  the  claim  must be
accepted or denied by the Administrator in writing no later than 15 days
after it is submitted.  A Participant shall have no right to seek review
of a denial of payment or to bring any action in arbitration pursuant to
Section  7.1  or  in  any  court to enforce a claim for payment prior to
filing  a  claim  for  payment  and  exhausting  the  rights  to  review
delineated under Section 6.2.
     6.2  Review  of Claim Denial.  If a claim is denied, in whole or in
p a r t,  the  claimant  shall  have  the  right  to  request  that  the
Administrator  review  the  denial,  provided  that the claimant files a
written  request  for  review  with the Administrator within thirty (30)
days  after the date on which the claimant received written notification
o f    the  denial.    A  claimant  (or  a  claimant's  duly  authorized
representative)  may  review  pertinent  documents and submit issues and
comments in writing to the Administrator.  Within thirty (30) days after
a  request  for  review  is  received,  the review shall be made and the
claimant  shall  be  advised  in writing of the decision on review.  The
decision  on  review  shall  be forwarded to the claimant in writing and
shall  include  specific reasons for the decision and references to Plan
provisions upon which the decision is based.

                               ARTICLE VII

                               Arbitration
     7.1  Arbitration.    In  the  event  that  an individual desires to
pursue  a claim arising under or in connection with this Plan, following
the  exhaustion of the Plan's claims and appeals procedures contained in
Article  VI,  such  claim  shall  be  decided exclusively by arbitration
pursuant  to  the  Federal  Arbitration Act (the "FAA") and conducted in
accordance  with  the  National  Rules  for the Resolution of Employment
Disputes  established  by  the  American Arbitration Association then in
effect  (the  "Rules").  Any such claim must be submitted to arbitration
within 30 days after the party's receipt of the decision on review.  The
arbitration  shall be held in Chicago, Illinois, before a panel of three
arbitrators selected in accordance with the Rules.
     In applying the Rules to any discovery conducted in connection with
the arbitration, the panel shall be guided by the parties' desire for an
expedited  proceeding.   The fees and expenses of the arbitrators shall,
in  all  cases, be paid solely by the Company.  A Participant prevailing
in  arbitration  shall  be  entitled  to  reimbursement of all costs and
expenses, including reasonable attorneys' fees, incurred in pursuing and
enforcing  such  claim,  together with interest on all benefits payable,
from  the date of the Employee's Termination of Employment, at the prime
rate  of  interest  plus 2% during the applicable period as published in
the  Midwest  Edition  of the Wall Street Journal from time to time.  In
all  other cases, each party shall pay its own costs, expenses and legal
fees  unless  otherwise  required by law or directed by the panel in its
award.

<PAGE>

     The  parties  understand  and  agree that any result reached by the
arbitrators shall be binding and that no appeal may be taken.  Any party
to any award rendered in such arbitration proceeding may seek a judgment
upon  the award, and that judgment shall be entered thereon by any court
having  jurisdiction.    The  FAA  shall  govern  any  action to compel,
enforce,  vacate, or confirm proceedings, awards, orders of the panel or
settlements under this provision.
     
                              ARTICLE VIII

                        Amendment and Termination
     8.1  Amendments.    Subject  to  Section 8.3, the Administrator may
amend,  modify,  change, revise or discontinue this Plan by amendment at
any time.
     8.2  Termination  of  the  Plan.  Subject to Section 8.3, this Plan
may  be  terminated  and  shall  terminate  at  such  time  as  (a)  the
Administrator,  in  its discretion, may determine; or (b) the Company is
dissolved.    Subject  to Section 8.3, the termination of the Plan shall
not reduce any Benefit payable to a Participant who was entitled to such
Benefit prior to the date the Plan is terminated, and the Employer shall
pay such Benefit as soon as administratively possible in a single sum to
each Participant or Beneficiary.     
     8.3  Limit  on Amendment and Termination.  Notwithstanding Sections
8.1  and  8.2,  this Plan shall not be amended or terminated on or after
the occurrence of the Extension Date.
     
                               ARTICLE IX

                        Miscellaneous Provisions
     9.1  Merger.    Any  successor  company  to the Company, by merger,
consolidation,  or purchase of stock, shall be substituted hereunder for
the  Company.    This  Plan  shall  be  binding on all successors to and
assigns of the Company.
     9.2  No  Term  of  Employment.    Nothing contained herein shall be
construed  to  require the Company to employ any Employee or Participant
for any specific period of time.
     9.3  Source of Payment.  All payments under this Plan shall be from
the general funds of the Employer, and no special or separate fund shall
be  established  and  no  other  segregation  of assets shall be made to
assure payment.  No Participant shall have any right, title, or interest
whatever in or to any investments which the Employer may make to aid the
Employer  in  meeting  its  obligations hereunder.  Nothing contained in
this  Plan, and no action taken pursuant to its provisions, shall create
or  be  construed  to  create  a  trust  of  any  kind,  or  a fiduciary
relationship,  between  an  Employer and any Participant.  To the extent
that  any  person acquires a right to receive payments from the Employer
hereunder, such right shall be no greater than the right of an unsecured
creditor of the Employer.
     9.4  Actions  by  Company.    All actions by the Company under this
Plan  shall  be  by  the  Board or by a duly authorized Committee of the
Board.
     9.5  Headings.   The headings of Articles and Sections are included
solely  for  convenience  of  reference,  and  if  there is any conflict
between such headings and the text of this Plan, the text shall control.
     9.6  Invalidity  of  Certain  Provisions.  If any provision of this
Plan  shall  be  held  invalid  or  unenforceable,  such  invalidity  or
unenforceability  shall  not  affect any other provisions hereof and the
Plan  shall  be  construed  and  enforced  as if such provisions, to the
extent invalid or unenforceable, had not been included.
<PAGE>     

     9.7  Law  Governing.    The  Plan  shall  be construed and enforced
according  to  the  laws  of  the State of Illinois (other than its laws
respecting  choice  of  law) to the extent not preempted by the Employee
Retirement Income Security Act of 1974, as amended.
     9.8  Limitation on Liability.  No employee, officer, or director of
an  Employer in any manner guarantees the payments to be made under this
Plan,  and  to  the  extent  not prohibited by federal law, none of them
shall  be  liable  (except  for  his  own  gross  negligence  or willful
misconduct),  for  any  act  or  failure to act, done or omitted in good
faith, with respect to the Plan.
     9.9  Prior Benefits.  This Plan amends, restates and supersedes any
plan,  arrangement,  agreement  or  obligation  of  the  Employer  to  a
Participant  respecting  the provision of each and any severance benefit
or payment.     
     9.10 Notices.    Whenever  any  notice  may be or is required to be
given  by  the  Administrator to any person, such notice may be given by
United  States mail, mailed to such person at his last address appearing
in the records of the Administrator or Employer.
     9.11 Gender  and Number.  Except where the context indicates to the
contrary,  when  used herein, masculine terms shall be deemed to include
the feminine, singular the plural, and plural the singular.
     
     Executed this _____ day of May, 1997.

                                   SPORTMART, INC.
ATTEST:
                                   By:________________________
___________________________
Secretary

<PAGE>