EXHIBIT 10.52
              EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT

     This Employment and Change in Control Agreement (the "Agreement )
is entered into by and between Sportmart, Inc., a Delaware corporation
(the  "Company  ) and Thomas T. Hendrickson ("Executive ) and shall be
effective as of November 1, 1996 (the "Effective Date ).  
     
     WHEREAS,  Executive  is  employed by the Company as its Executive
Vice President and Chief Financial Officer;  and
     
     WHEREAS, the parties hereto agree that it is in their mutual best
interest to encourage Executive s full attention and dedication to the
Company  by  providing  for compensation or benefits in the event of a
Change in Control of the Company or Executive s termination, under the
terms and conditions set forth herein.
     
     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
     
     1.   Employment  and  Term.   The Company hereby agrees to employ
Executive,  and  Executive hereby accepts employment by the Company in
accordance with the terms and conditions set forth herein.  Subject to
the Termination provisions in contained in this Agreement, the term of
this  Agreement  shall be three (3) years, commencing on the Effective
Date.    This  Agreement  shall  terminate  on  the  third anniversary
following  the  Effective  Date unless the parties agree in writing to
extend  the term of this Agreement.  Following the termination of this
Agreement  for  any reason, any continued employment of Executive will
be  "at  will" and terminable at any time and for any reason by either
party. 
     
     2.   Title and Duties of Executive.  The Executive shall have the
title  of  Executive  Vice  President  and  Chief  Financial  Officer.
Executive  s  duties  shall  include    national oversight of business
development  and management of strategic,  merchandising and financial
plans  of  the  Company.  Executive will devote his full-time energies
and skills to the performance of his duties for the Company.
     
     3.   Compensation  and  Benefits.   The compensation and benefits
of Executive shall be reviewed by Company on an annual basis.    
     
     
     4.   Termination of Employment - Death or Disability.
     
          (a)  Death  of  Executive.  In the event Executive shall die
during   the  term  of  employment  hereunder,  this  Agreement  shall
terminate  as  of  the  date  of  Executive's death.   Following such
termination  of  this  Agreement,  the  Company  shall have no further
liability  with  respect  to  Executive's employment, except to pay to
Executive  s estate or beneficiaries, as appropriate, the value of any
accrued  salary or other compensation due Executive on the date of his
death  and  other  benefits payable under any employee benefit plan of
the  Company  in which Executive was a participant; provided, however,
that   Executive's  estate  shall  have  the  right  to  exercise  any
unexercised stock options granted by the Company to Executive pursuant
to  the  Company's  stock option plan and any option agreement then in
effect.
<PAGE>     
          (b)  Disability  of  Executive.    In  the  event  Executive
becomes  disabled  during  the  term  of  employment hereunder, and is
thereby  unable  to  perform  the essential functions of his position,
with or without accommodation, this Agreement shall terminate as of 30
days  after  the date such disability is established.  As used in this
subparagraph,  the  term  disabled  means suffering from a physical or
mental  impairment which renders the Executive substantially unable to
perform  the  essential  functions  of  his position in a satisfactory
manner,  as  confirmed  by competent medical evidence, for a period of
180  consecutive  days  or  for  more  than 180 days in a twelve-month
period.  The date on which Executive's disability is established shall
be the 181st consecutive day on which the impaired condition continues
or  the  181st  day  in  which the impaired conditions exists within a
twelve-month  period.  The Company shall give Executive written notice
of  its  intent  to terminate this Agreement pursuant to this Section.
Following  such  termination of this Agreement, the Company shall have
no further liability with respect to Executive's employment, except to
pay to Executive the value of any accrued salary or other compensation
due  Executive  up  to the date  of his termination and other benefits
payable  under  any  employee  benefit  plan  of  the Company in which
Executive  was  a participant; provided, however, that Executive shall
have  the  right  to exercise any unexercised stock options granted by
the  Company  to Executive pursuant to the Company's stock option plan
and any option agreement then in effect.
     
     5.   Termination of Employment - Cause; Good Reason.
     
          (a)  Cause.    The  Company  has the right to terminate this
Agreement  for    Cause      (i)  immediately  upon written notice, if
Executive  engages in conduct which the Company reasonably believes is
of  a criminal nature and detrimental to the interests of the Company;
(ii) immediately upon written notice, if Executive materially breaches
a  fiduciary duty owed to the Company; (iii) upon thirty days  written
notice,  if  Executive  refuses  or  materially  fails  to perform his
obligations  under  this  Agreement, and fails to cure such deficiency
within said notice period; and (iv) immediately upon written notice if
executive commits a significant violation of Company policy.     
          
          (b)  Good  Reason.  The Executive has the right to terminate
this  Agreement  for   Good Reason  based upon a Change in Control, as
d e fined  herein.    A  termination  for  "Good  Reason"  shall  mean
termination  based  on  the  occurrence  of  a  Change  of Control and
following  which  there  occurs,  without    Executive's prior written
consent, within 18 months after a Change in Control of the Company:
     
          (i)  the  assignment to the Executive of any material duties
inconsistent  in  any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties
or responsibilities, or any other material 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   and which is remedied by the
Company  within  30  days after receipt of notice thereof given by the
Executive; or
<PAGE>          
          (ii) a reduction in the Executive's annual base salary 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    Executive,  a  material  reduction  in  benefits  and  other
compensation; or
     
          (iii)     the  Company's requiring the Executive to be based
at  any  office  or  location  more than 50 miles from the Executive's
prior office or location.
     
     6.   Change in Control.
     
     For  purposes of this Agreement, a "Change in Control" shall mean
the happening of any of the following events:
     
          (a)  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 promulgated
under the Exchange Act) of twenty-five percent (25%) or more of either
(A)  the  then  outstanding shares of common stock of the Company (the
"Outstanding  Company  Common Stock") or (B) 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   the   following
acquisitions  shall not constitute a Change in Control of the Company:
( 1 )   any  acquisition  directly  from  the  Company  (excluding  an
acquisition  by virtue of the exercise of a conversion privilege), (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 acquisition
by    any  corporation  pursuant  to  a  reorganization,  merger  or
consolidation,  if,  following  such  reorganization,  merger  or
consolidation, the conditions described in clauses (A), (B) and (C) of
subsection (c) of this Section are satisfied; or
     
          (b)  Individuals who, as of the effective date of this Plan,
constitute the Board of Directors of the Company (the "Incumbent Board
of  the  Company")  cease  for  any  reason  to  constitute at least a
majority  of the Board of Directors of the Company; 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 of the Company shall be
considered  as  though  such individual were a member of the Incumbent
Board  of  the  Company,  but  excluding,  for  this purpose, any such
individual  whose  initial  assumption of office occurs as a result of
either  an  actual  or threatened election contest (as contemplated by
Rule  14a-11  of Regulation 14A promulgated under the Exchange Act) or
other  actual  or threatened solicitation of proxies or consents by or
on  behalf  of  a  Person  other  than  the  Board of Directors of the
Company; or
     
          (c)  Approval  by  the  shareholders  of  the  Company  of a
reorganization  (including  a  plan of reorganization under applicable
bankruptcy  law),  merger  or  consolidation,  in  each  case, unless,
following  such reorganization, merger or consolidation, (A) more than
<PAGE>
seventy-five  percent  (75%)  of,  respectively,  the then outstanding
share   of  common  stock  of  the  corporation  resulting  from  such
reorganization,  merger or consolidation and the combined voting power
of the then outstanding voting securities of such corporation entitled
to  vote  generally  in the election of directors is then beneficially
owned,  directly  or  indirectly,  by  all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities   immediately  prior  to  such  reorganization,  merger  or
c o n solidation  in  substantially  the  same  proportions  as  their
ownership,   immediately  prior  to  such  reorganization,  merger  or
consolidation, of the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities,  as  the  case  may  be,  (B)  no  Person
(excluding  the  Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning immediately
prior  to  such  reorganization,  merger or consolidation, directly or
indirectly,  twenty  five  percent  (25%)  or  more of the Outstanding
Company Common Stock or Outstanding Voting Securities, as the case may
be)  beneficially  owns,  directly  or indirectly, twenty-five percent
(25%)  or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation  or  the  combined  voting power of the then outstanding
voting  securities  of  such corporation entitled to vote generally in
the  election  of directors and (C) at least a majority of the members
of  the  board  of  directors  of  the corporation resulting from such
reorganization,  merger or consolidation were members of the Incumbent
Board  of  the  Company  at  the  time of the execution of the initial
agreement  providing  for such reorganization, merge or consolidation;
or
     
          (d)  Approval by the shareholders of the Company of the sale
or  other disposition of all or substantially all of the assets of the
Company,  other than to a corporation, with respect to which following
such  sale  or  other  disposition, (A) more than seventy-five percent
(75%) of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding
voting  securities  of  such corporation entitled to vote generally in
the  election  of  directors  is  then beneficially owned, directly or
indirectly,  by  all  or  substantially  all  of  the  individuals and
entities   who  were  the  beneficial  owners,  respectively,  of  the
Outstanding  Company  Common  Stock  and  Outstanding  Company  Voting
Securities  immediately  prior  to  such  sale or other disposition in
substantially  the  same  proportion  as  their ownership, immediately
prior  to  such  sale or other disposition, of the Outstanding Company
Voting  Securities,  as  the case may be, (B) no Person (excluding the
Company,  any  employee benefit plan (or related trust) of the Company
or  such  corporation  and any Person beneficially owning, immediately
prior  to  such  sale  or  other  disposition, directly or indirectly,
twenty-five  percent  (25%)  or more of the Outstanding Company Voting
Securities,  as  the  case  may  be)  beneficially  owns,  directly or
indirectly,  twenty-five  percent  (25%) or more of, respectively, the
corporation  and  the  combined  voting  power of the then outstanding
voting  securities  of  such corporation entitled to vote generally in
the  election  of directors and (3) at least a majority of the members
of  the  board  of  directors  of such corporation were members of the
Incumbent  Board  of  the  Company at the time of the execution of the
initial  agreement  or  action of the Board providing for such sale or
other disposition of assets of the Company.
<PAGE>     
     7.   Severance.    In  the event the Company terminates Executive
without  Cause or Executive terminates this Agreement for Good Reason,
the Company shall pay Executive the following severance:
          
          (a)  Executive's  base salary through the month during which
termination  occurred,  plus  any  other  amount  due   at the time of
termination  under  any bonus plan of the Company plus any accrued but
unpaid bonus;  and
     
          (b)  Subject to Executive's compliance with Section 11
(a),  (b),  (c)  and  (d)  herein, monthly severance payments equal to
Executive's    monthly  base salary at the time of termination.  Such
monthly  severance  payments  shall  commence  in  the month following
termination  (to  be paid on or about the 30th of the month) and shall
continue  for eighteen months.   Only in the event of a termination of
Executive  without  cause  and in consideration of the above benefits,
E x ecutive  agrees  to  make  reasonable  efforts  to  seek  (and  to
immediately notify the Company of) other employment, and to the extent
Executive  receives  compensation from other employment, the severance
payments provided herein shall be  correspondingly reduced.
     
          (c)  Any  grant  of  options  to  purchase shares of Company
stock  shall  be  exercisable  and  grants of restricted stock held by
Executive  will  be  vested  to  the  extent and for such periods, and
otherwise  governed, by the plans and programs (and the agreements and
other  documents  thereunder)  pursuant to which such stock options or
restricted stock has been granted.
     
          (d)  All  vested, nonforfeitable amounts owing or accrued at
the  Date  of  Termination  under  any  other compensation and benefit
plans,  programs,  and  arrangements  in  which  Executive theretofore
participated will be paid under the terms and conditions of the plans,
programs,  and  arrangements (and agreements and documents thereunder)
pursuant to which such compensation and benefits were granted.
     
     8.   Termination; No Further Liability.  In the event the Company
terminates  the  Executive  for  Cause  or  Executive  terminates  the
Agreement  without  Good  Reason,  the  Company  shall have no further
liability  with  respect  to Executive's employment, except to pay the
Executive  the  value  of any accrued salary or other compensation due
Executive up to the date of his termination and other benefits payable
under  any employee benefit plan in which Executive was a participant.
     The  Company  and  the Executive agree to provide 30 days written
notice  of  their  intent to terminate this Agreement without Cause or
for  Good  Reason,  as applicable, at any time within the term of this
Agreement.  If  Executive resigns for any other reason he will provide
the  Company  30 days written notice and this Agreement will terminate
upon receipt of such notice  by the Company. 
     
     9.   Confidential  Information.  During his employment and at all
times  thereafter, Executive shall keep secret and retain Confidential
Information  in  the  strictest confidence, and shall not, without the
prior  written  consent  of  the  Company, furnish, make available, or
disclose to any third party, any Confidential Information.  As used in
this  Agreement,  Confidential Information  shall mean any information
relating  to  the  business or affairs of the Company or its products,
including,  but  not limited to, sales inventory analysis reports such
as  the  509 report, the 588 report, 595 report, other related reports
and  by whatever name change designated hereafter; memoranda, letters,
<PAGE>
reports,  notebooks,  books of accounts, drawings, prints, models, and
other materials or records of a proprietary nature; records and policy
materials  relating  to  research,  finance,  accounting, sales, sales
projections,   personnel,  management,  advertising,  inventory,  data
processing,  expansion  plans,  and operations; materials particularly
relating  to  operations,  such as price lists, vendor lists, customer
lists,  customer service requirements, costs of providing services and
goods,  payroll  and  payroll  matrix information, technical data, and
equipment maintenance costs,  or other proprietary information used by
the  Company;  provided,  however,  Confidential Information shall not
include any information which is in the public domain or becomes known
in  the  industry  through no wrongful act on the part of Executive or
breach  of  this  Agreement.    Executive  acknowledges  that  the
Confidential  Information  is  vital,  sensitive,  confidential  and
proprietary to the Company. 
     
     10.  Return  of  Company  Materials  Upon Termination.  Executive
a g r ees  that  all  records  or  documents  containing  Confidential
Information, whether or not prepared by Executive, is and shall remain
the  property  of  the  Company,  and  that  upon  termination  of his
employment, Executive shall immediately return to the Company all such
items in his possession, as well as all copies thereof.
     
     11.  Post-Employment  Matters.  Executive  acknowledges  that his
employment  with  the  Company  has  special, unique and extraordinary
value  to  the  Company;  that  the  Company  has a lawful interest in
protecting  its  investment  in  training Executive and entrusting its
Confidential  Information  to  him;  and  that  the  Company  would be
irreparably  damaged  if  Executive  were  to  provide services to any
person  or  entity  in  violation  of  this  Agreement;  and  that the
restrictions,  prohibitions  and  other  provision of this Section are
reasonable,  fair  and  equitable  in  scope, terms, and duration, are
necessary to protect the legitimate business interests of the Company,
and  are  a  material  inducement  to  the  Company to enter into this
Agreement. 
     
          (a)  Non-Competition.  Without the consent in writing of the
Board,  upon  the  Executive's  date  of  termination  for any reason,
Executive will not, for a period of two years thereafter, acting alone
or  in  conjunction  with  others,  directly  or indirectly (i) engage
(either  as owner, investor, partner, stockholder, employer, employee,
consultant,  advisor  or  director  (other  than as below) in a retail
business  in  the  continental United States and Canada that has gross
sales  of sporting goods, athletic footwear and/or athletic apparel in
excess  of  20% of its total retail sales, provided that, he  may hold
stock  not in excess of 5% in one or more publicly-held sporting goods
retailers; 
     
(ii)  induce  any    vendors of the Company or any of its subsidiaries
with  whom  Executive  has  had contacts or relationships, directly or
indirectly,  during  and  within  the scope of his employment with the
Company  or  any  of  its  subsidiaries,  to  curtail  or cancel their
business  with  such  companies  or  any  of them; or (iii) induce, or
attempt  to  influence,  any  employee  of  the  Company or any of its
subsidiaries to terminate employment.  The provisions of subparagraphs
(i),  (ii),  and  (iii)  above  are  separate and distinct commitments
independent of each of the other subparagraphs.  It is agreed that the
ownership of not more than one percent of the equity securities of any
company having securities listed on an exchange or regularly traded in
<PAGE>
the   over-the-counter  market  shall  not,  of  itself,  be  deemed
inconsistent  with clause (i) of this paragraph (a), nor shall service
as  a  member of a board of directors on which Executive is serving on
the  date  of  termination  (including any successor board thereto) be
deemed,  of  itself,  to  be  inconsistent  with  clause  (i)  of this
paragraph  (a).   However, this paragraph 11 (a) will not apply in the
event of a Change in Control as defined in paragraph 6 herein.

          (b)  Non-Disclosure.    Executive  shall  not  at  any  time
(including following Executive's date of  termination for any reason),
disclose,  use,  transfer, or sell, except in the course of employment
with  or other service to the Company, any confidential or proprietary
information  of the Company or any of its subsidiaries so long as such
information  has  not  otherwise been disclosed or is not otherwise in
the  public  domain,  except  as  required by law or pursuant to legal
process.
          
          (c)  Cooperation  With  Regard  to  Litigation.    Executive
agrees  to cooperate with the Company (including following Executive's
date  of  termination  for  any  reason),  on  a reasonable basis when
cooperation  would  not  unreasonably  interfere  with  Executive's
employment  by  making  himself  available to testify on behalf of the
Company  or any subsidiary or affiliate of the Company, in any action,
suit,  or  proceeding,  whether  civil,  criminal,  administrative, or
investigative,  and  to  assist  the  Company,  or  any  subsidiary or
affiliate  of the Company, in any such action, suit, or proceeding, by
providing  information  and  meeting and consulting with the Board and
its representatives or counsel, or representatives or counsel of or to
the  Company,  or  any  subsidiary  or  affiliate  of  the Company, as
requested;  provided,  however, this subsection (c) shall not apply to
any  action  between  the  Executive  and  the Company to enforce this
Agreement.  The Company agrees to reimburse Executive, on an after-tax
basis,  for  all  expenses  actually  incurred  in connection with his
provision of testimony or assistance.
          
          (d)  Release  of  Employment Claims.  Executive agrees, as a
condition  to  receipt of the severance payments and benefits provided
hereunder,  that  he  will  execute  a  release  agreement,  in a form
satisfactory  to the Company, releasing any and all claims arising out
of Executive's employment (other than enforcement of this Agreement).
          
          (e)  Remedy.    Without limiting the right of the Company to
pursue all of its legal and equitable remedies available for violation
by  Executive  of  the  covenants  contained  in  this Section,  it is
expressly  agreed by the Executive and the Company that any such other
remedies  cannot  fully  compensate the Company for any such violation
and that the Company shall be entitled to injunctive relief to prevent
any such violation.
          
          (f)  Survival.     Notwithstanding  any  provision  of  this
Agreement  to  the  contrary,  the provisions of this Section 11 shall
survive  the  termination  or  expiration  of this Agreement, shall be
valid  and  enforceable,  and  shall  be  a condition precedent to the
Executive  (or his or her beneficiaries) receiving any amounts payable
hereunder. 
<PAGE>     
     12.  Excise Tax Limit .   If Executive becomes entitled to one or
more  payments  (with  a  "payment" including, without limitation, the
vesting  of  an option or other non-cash benefit or property), whether
pursuant to the terms of this Termination Agreement or any other plan,
arrangement,  or  agreement with the Company or any affiliated company
(the  "Total  Payments"), which are or could become subject to the tax
imposed  by  Section  4999  of  the  Internal Revenue Code of 1986, as
amended  (the  "Code")  (or  any  similar  tax  that  may hereafter be
imposed,  whether  under  federal,  state,  local or foreign law) (the
"Excise  Tax"),  the  Company  shall  reduce  or  eliminate  the Total
Payments, but only to the extent necessary, such that no amount of the
Total Payments shall be subject to the Excise Tax.
     The  Company agrees to indemnify and hold Executive harmless from
any  tax,  penalty or other charge or liability imposed upon Executive
resulting  directly  or indirectly from a Total Payment s (in whole or
in  part)  being  subject to the Excise Tax after giving effect to any
reduction  directed by the Company pursuant to the preceding sentence,
or  from  any  tax,  penalty  or  other  charge or liability resulting
directly  or indirectly from the Company's obligation to indemnify and
h o ld  Executive  harmless  hereunder,  including  investigation  and
attorneys  fees and expenses. 
     
     13.  Governing  Law.   This Agreement is governed by and is to be
construed,  administered,  and enforced in accordance with the laws of
the  State  of  Illinois,  without regard to Illinois conflicts of law
principles,  except  insofar  as  federal  laws and regulations may be
applicable.  If under the governing law, any portion of this Agreement
is  at  any time deemed to be in conflict with any applicable statute,
rule,  regulation,  ordinance, or other principle of law, such portion
shall  be  deemed to be modified or altered to the extent necessary to
conform  thereto  or, if that is not possible, to be omitted from this
Agreement.    The  invalidity of any such portion shall not affect the
force,  effect,  and validity of the remaining portion hereof.  If any
court  determines  that  any  provision of Section 10 is unenforceable
because  of  the duration or geographic scope of such provision, it is
the parties' intent that such court shall have the power to modify the
duration or geographic scope of such provision, as the case may be, to
the  extent  necessary to render the provision enforceable and, in its
modified form, such provision shall be enforced.
     
     14.  Arbitration.    The  parties agree that any claim or dispute
arising out of or relating to this Agreement or Executive's employment
with  the  Company  will  be  submitted  to and decided by arbitration
pursuant  to  the American Arbitration Act and conducted in accordance
with  applicable  rules  and  procedures  of  the American Arbitration
Association.     Claims  and  disputes  subject  to  this  arbitration
provision  shall  include,  but  not  be limited to, any claim arising
under  this  Agreement,  the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Age
Discrimination  in  Employment  Act, the Fair Labor Standards Act, the
National  Labor Relations Act, the Employee Retirement Income Security
Act,  the Family and Medical Leave Act; the statutory law of any state
or  locality  regarding  trade  secrets, employment, discrimination in
employment, termination of employment, or wage payment; and the common
law of any state relating to employment contracts, wrongful discharge,
defamation, or any other matter arising under common law.  
Notwithstanding  the  above,  the  parties  agree  that  this
arbitration  provision  does  not  apply  to:  (i) claims for workers'
compensation  benefits or unemployment compensation benefits; and (ii)
<PAGE>
claims  by  the  Company for injunctive or equitable relief, including
but  not  limited  to  claims  related  to  unauthorized disclosure of
confidential  information,  trade  secrets  intellectual  property, or
unfair  competition.    It  is  further agreed that claims relating to
employee  benefits  under  the  Company's  insurance,  disability and
retirement  plans  must be raised pursuant to the procedures set forth
in  those  plans,  and that the parties may pursue arbitration only if
the matter is not resolved pursuant to those procedures.  
     The  parties  understand and agree that any result reached by the
arbitrator  shall  be  binding,  that  no appeal may be taken and that
either party can seek a judgment upon the arbitration award, which may
be  entered  by  any  court  having  jurisdiction.   Executive further
understands  and  agrees that by signing this Agreement, he is waiving
his  right  to  have  a trial by judge or jury of any claim or dispute
c o v ered  by  this  arbitration  provision.    The  parties  further
acknowledge  and agree that, other than as expressly set forth herein,
this  arbitration  provision  does not alter or add to the substantive
legal  rights,  remedies  and  defenses of either party as provided by
federal or applicable state law.
     
     15.  General Provisions. 
     
          (a)  Notices.    Any notice required by this Agreement shall
be  deemed sufficient if sent by registered or certified mail, postage
prepaid,  with return receipt requested. Notices shall be addressed to
the parties as follows:
     
     If to Executive:    Thomas T. Hendrickson
                         1400 South Wolf Road, Suite 200
                         Wheeling, IL 60090
     
     If to the Company:  Sportmart, Inc.
                         1400 South Wolf Road, Suite 200
                         Wheeling, Illinois 60090
                         Attn:  General Counsel

Each  party  may  change  his  or  its  address  by  written notice in
accordance with this Section. Notices shall be deemed effective at the
time of their actual receipt or refusal of receipt.

          (b)  Severability.    If  any provision in this Agreement is
held  by  a  court  of  competent  jurisdiction to be invalid, void or
unenforceable,  the  remaining provisions shall continue in full force
and without being impaired or invalidated in any way.

          (c)  Entire Agreement. This Agreement supersedes and cancels
any  and  all  previous and contemporaneous oral or written agreements
between the parties hereto with respect to the employment of Executive
by  the  Company  and  contains  all  of  the covenants and agreements
between  the  parties  with  respect to such employment. Each party to
this  Agreement  acknowledges  that no representations, inducements or
agreements, oral or otherwise, that have not been embodied herein, and
no  other  agreement,  statement  or  promise  not  contained  in this
Agreement, shall be valid or binding.

          (d)  Modification  and  Waiver.  No amendment, modification,
or  discharge  of  this Agreement shall be valid or binding unless set
forth in writing and duly executed by each of the parties hereto.  Any
waiver  or consent by any party to any breach of or any variation from
<PAGE>
any  provision of this Agreement shall be valid only if in writing and
only in the specific instance in which it is given, and such waiver or
consent shall not be construed as a waiver of any subsequent breach of
any  other  provision  or  as  a  consent  with respect to any similar
instance or circumstance.

          (e)  Headings.    The  section,  paragraph, and subparagraph
headings  are  for  reference  only  and shall not define or limit the
provisions hereof.

     IN  WITNESS  WHEREOF, the parties have executed this Agreement as
of the date first above written.

                              SPORTMART, INC.


                              By:  /S/ JOHN A. LOWENSTEIN             
                              Title:   Chief Operating Officer        
                  

                              EXECUTIVE:
                                
                              /S/ THOMAS T. HENDRICKSON             
    
<PAGE>