EXHIBIT 10.42
            CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS  CONSENT  AND  FIRST  AMENDMENT  to  Credit  Agreement  (the
"Amendment")  is  made  as  of this 21st day of November, 1996, by and
among  Sportmart,  Inc.  ("Borrower"),  BT  Commercial Corporation, as
agent  (in  such  capacity  as  agent,  "Agent")  and    BT Commercial
Corporation, as lender (in such capacity as lender, "Lender").

                         W I T N E S S E T H:

     WHEREAS,  Borrower,  Agent and Lender are parties to that certain
Credit  Agreement  dated  as  of  September  6,  1996  (the  "Credit
Agreement"); and

     WHEREAS, Borrower has requested that Agent and Lender provide for
certain  amendments  to  the  Credit  Agreement  and  consent  to  the
establishment  of  a new Subsidiary or Subsidiaries, as more fully set
forth herein.

     NOW,  THEREFORE, in consideration of the mutual agreements herein
contained  and  other good and valuable consideration, the adequacy of
which  is hereby acknowledged, and subject to the terms and conditions
hereof, the parties hereto hereby agree as follows:

     
SECTION  1.    DEFINITIONS.    Unless  otherwise  defined  herein, all
capitalized  terms  shall have the meaning given to them in the Credit
Agreement.

     SECTION 2.  WAIVER AND CONSENT.  Subject to the conditions herein
stated, the Agent and Lender hereby consent to Borrower's formation of
one or more new subsidiaries (the "New Subsidiaries") for the ultimate
purpose  of  amalgamating  SportDepot  with  and  into  a  Nova Scotia
unlimited  liability  company  (the "New SportDepot") and hereby waive
any  Default  that  would  otherwise  occur  pursuant  to the terms of
Section 8.15 of the Credit Agreement upon the formation thereof.  This
consent and waiver shall not be construed as a waiver and consent with
respect  to  the  formation  of  any  other Subsidiary or a consent or
waiver  with  respect  to  the  breach  of  Section  8.15 on any other
occasion.    This consent and waiver is subject to the conditions that
(i)  not  less  than 5 Business Days prior to the formation of the New
Subsidiaries,  Borrower  gives  Agent advanced written notice thereof,
and  (ii)  Borrower  hereby  agrees  to  cause  such  New Subsidiaries
(including  New  SportDepot)  to execute and deliver to Agent, for the
benefit  of  the Lenders, such guarantees, security agreements, pledge
agreements, financing statements and the like as Agent and its counsel
(including  Canadian counsel) shall reasonably request.  The foregoing
consent  constitutes  a consent in writing to the foregoing amalgation
by the Agent pursuant to Section 8.10(e) of the Credit Agreement.

     SECTION 3.  AMENDMENTS TO CREDIT AGREEMENT.

          3.1  The  Section  1.1  of  the  Credit  Agreement is hereby
     amended  by  deleting the definition of Inter-Company Loan in its
     entirety and inserting the following in lieu thereof:
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               "Inter-Company  Loan means the following loans and
               financial   accommodations   by   Borrower   to
               SportDepot, the aggregate total of the outstanding
               principal  balance  and total face amount of which
               shall  in  no  event  exceed  $50,000,000: (i) the
               Support  Letter  of Credit or other credit support
               provided by or on behalf of Borrower to a Canadian
               financial  institution  acceptable to Agent in the
               exercise of its Permitted Discretion, which credit              
               support  shall be evidenced by one or more Letters
               of  Credit  or other documents acceptable to Agent
               in  the  exercise of its Permitted Discretion; and
               ( ii)  the  revolving  credit  facility  made  by
               Borrower  to  SportDepot,  which  (a)  shall  be
               evidenced by loan documents acceptable to Agent in
               the  exercise  of  its  Permitted  Discretion, (b)
               secured  by  a  first priority, perfected security
               interest  (other  than  Permitted  Liens)  in  all
               personal  property of SportDepot whether now owned
               or   hereafter  credited  or  acquired,  and  (c)
               assigned  to  Agent  as  Collateral  for  the
               Obligation."

          3.2  Section  1.1  of the Credit Agreement is hereby further
     amended  by deleting the definition of "Letters of Credit" in its
     entirety and inserting the following in lieu thereof:

               "Letters  of  Credit  means  the Support Letter of
               Credit  and  all   other  letters  of  credit  or
               guarantees  with  respect  to  foreign  exchange
               contracts  issued  for the account of the Borrower
               under  Article  3  and all amendments, renewals or
               replacements thereof."

          3.3  Section  1.1  of the Credit Agreement is hereby further
     amended  by  deleting  the  definition  of  "SportDepot"  in  its
     entirety and inserting the following in lieu thereof:

               "SportDepot   means  SportDepot  Stores,  Inc.  an
               Ontario  corporation, a wholly owned Subsidiary of
               Borrower  and  any successor thereto, by merger or
               amalgamation,  it being understood that SportDepot
               Stores Inc. proposes to amalgamate with and into a
               Nova Scotia unlimited liability company."

          3.4  Section  1.1 is hereby further amended by inserting the
     following  definition  immediately  before  the  definition  of
     "Termination Event":

               "Support  Letter  of  Credit  means  one  or  more
               Letters of Credit in form and substance acceptable
               to  Agent  in  its Permitted Discretion, issued on
               behalf  of  Borrower for the benefit of a Canadian
               financial  institution acceptable to Agent, in its
               Permitted   Discretion,   which   is   making   or
               committing  to  make  loans  and  other  financial
               accommodations  directly  to  SportDepot, on terms
               and  conditions   acceptable  to  Agent,  in  its
               Permitted Discretion."
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          3.5  Section  3.1  of the Credit Agreement is hereby amended
     by  inserting  immediately after word "outstanding" in the second
     line  of  subsection 3.1(a) the parenthetical phrase, "(exclusive
     of the Support Letter of Credit)".

          3.6  Subsection  4.3(a)  of  the  Credit Agreement is hereby
     amended  by  deleting all of the text following immediately after
     the  definition  "Letter  of  Credit  Fee"  in the first sentence
     thereof, and inserting the following in lieu thereof:

               "for  the  Support  Letter  of Credit in an amount
               equal  to  two  and  one-half percent (2-1/2%) per
               annum of the daily weighted average undrawn amount
               of the Support Letter of Credit outstanding during
               the  immediately preceding month and for all other              
               Letters  of  Credit  in an amount equal to one and
               one  half  percent  (1.5)  per  annum of the daily
               weighted  average  undrawn  amount  of  all  other
               Letters  of  Credit  out-standing  during  the
               immediately preceding month."

          3.7  Subsection  4.3(a)  of  the  Credit Agreement is hereby
     further  amended  by  inserting  immediately  after  the  word
     "contract",  in  the  parenthetical  phase in the second complete
     sentence thereof, the phrase "or the Support Letter of Credit".

          3.8  Subsection  8.5  of  the  Credit  Agreement  is  hereby
     amended  by deleting the "and" at the end of clause (f), deleting
     clause (g), and inserting the following clauses in lieu thereof:

               "(g) Unsecured Indebtedness incurred by SportDepot
                    in    lieu  of  or  in  addition  to  the
                    Inter-Company  Loan  which Indebtedness shall
                    be   to  a  Canadian  financial  institution
                    acceptable  to  Agent  in  its  Permitted
                    Discretion     which    Indebtedness,    when
                    aggregated    with   the   principal   amount
                    outstanding  under  the  Inter-Company  Loan,
                    shall not exceed $50,000,000; and

               (h)  Additional   unsecured   Indebtedness   not
                    otherwise  set  forth  in  subsections  (a)
                    through  (g) above in an amount not to exceed
                    $1,000,000  in  the  aggregate outstanding at
                    any one time."

     SECTION  4.    REAFFIRMATION  BY  BORROWER.    Borrower  hereby
represents  and  warrants  to  Agent  and  Lender  that  (i)  the
representations  and  warranties  set forth in Section 6 of the Credit
Agreement are true and correct on and as of the date hereof, except to
the extent (a) that any such representations or warranties relate to a
specific  date,  or (b) of changes thereto as a result of transactions
for  which Agent and Lenders have granted their consent; (ii) Borrower
is  on  the  date  hereof  in  compliance  with  all  of the terms and
provisions  set  forth  in the Credit Agreement as hereby amended; and
(iii)  upon  execution  hereof  no  Default  or  Event  of Default has
occurred and is continuing or has not previously been waived.
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     SECTION 5.  FULL FORCE AND EFFECT.  Except as herein amended, the
Credit  Agreement  and all other Credit Documents shall remain in full
force and effect.

     SECTION  6.  COUNTERPARTS.  This Amendment may be executed in two
or  more  counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same document.       

IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Amendment on the day and year specified above.

                                BORROWER: 

                                SPORTMART, INC. 


                                By: /S/THOMAS HENDRICKSON                      
                                Name:  THOMAS HENDRICKSON                
                                Title: EXECUTIVE VICE PRESIDENT -               
                                       CHIEF FINANCIAL OFFICER

                                AGENT:

                                BT COMMERCIAL CORPORATION


                                By:  /S/ FRANK FAZIO                      
                                Name:  FRANK FAZIO                
                                Title: VICE PRESIDENT               


                                LENDERS:

                                BT COMMERCIAL CORPORATION


                                By: /S/ FRANK FAZIO                      
                                Name:  FRANK FAZIO                
                                Title: VICE PRESIDENT
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