ARTICLE 1 -- BASIC LEASE TERMS       EXHIBIT 10.46

THIS LEASE is dated for reference purposes only September 1, 1994.  

1.1  
                    (a)  Location:
                         1015 East Golf Road
                         Schaumburg, Illinois                    
                                               (Section 2.1(r))
                    (b)  Size: 59,571 square feet

                    
1.2  Parties and Notice Addresses:
                    Landlord: American National Bank and Trust Company
                              of  Chicago,  not  personally but solely
                              as  Trustee  under Trust Agreement dated
                              March 13, 1978 and known as Trust No. 42371 
                              c/o Larry J. Hochberg
                              7233 West Dempster Street
                              Niles, Illinois  60714

                    Tenant:   SPORTMART, INC., a Delaware corporation
                              Attn:  Legal Department
                              7233 West Dempster Street
                              Niles, Illinois 60714
                                               (Sections 3.1 and 31.1)

                    With copies of all notices to be sent to:

                              SPORTMART, INC., a Delaware corporation
                              Attn:  Vice President, Real Estate
                              7233 West Dempster Street 
                              Niles, Illinois 60714

1.3  Size of Store: T h e   Store  ("Mart")  shall  have  frontage  of
                    approximately   317  feet  and  maximum  depth  of
                    approximately 218 feet (total of 59,571 sq.ft.)
                                             (Sections 2.1(s) and 3.2)

1.4  Intentionally Omitted
                                                                      
1.5  Term:          Initial Termination Date:  May 31, 2000<PAGE>
1.6  Options:       Two (2) additional five (5) year periods.
                                                  (Section 6.1)

1.7  Minimum  Rent:   Commencement  Date  through  November  30,  1994:
                      $360,000 per year ($30,000 per month)
                      December  1,  1994  through May 31, 2000: $508,740
                         per year  ($42,395 per month).                     
                      First Option Period: $595,710 per year ($49,642.50
                         per month).
                      Second    Option   Period:   $670,176   per   year
                         ($55,848.00 per month).
                                                  (Article 7)
1.8  Intentionally Omitted.

1.9  Brokers:       None
                                                  (Section 36.10)
<PAGE>
1.10 Contents of Lease:
                    This lease (the "Lease") consists of:
                         Pages 1 through 
                         Sections 1.1 through 
                    EXHIBITS
                    A.   Legal Description
                    B.   Site Plan
                    C.   Memorandum of Lease

                       ARTICLE 2 -- DEFINITIONS

     2.1  The  terms  defined in this Article 2 shall for all purposes
of this Lease and all agreements supplemental hereto have the meanings
herein specified unless expressly stated otherwise.

          (a)  All  Risk  Policy:  A policy of fire and other property
insurance  in  the  form  commonly referred to in the industry as "all
risk"   with  extended  endorsement  (false  arrest,  libel,  slander,
assault,  battery, invasion of privacy, theft, vandalism and malicious
mischief  coverage)  and including broad form water damage, or if such
policy  is no longer issued, such other policy as would cover the same
risks  and  perils.   Landlord may elect to include coverage for flood
and earthquake but Tenant shall not be required to pay any part of the
premium allocable to such coverages.

          (b)  Commencement Date: September 1, 1994.

          (c)  Intentionally Omitted

          (d)  Common  Areas:    Those  portions  of,  and  facilities
within,  the  Shopping  Center or greater land area of which the Store
forms  a  part, which are intended for the common non-exclusive use of
the  occupants,  their  customers,  agents  and  employees  including,
without limitation, parking areas, driveways, malls, walkways, loading
zones and landscaping.

          (e)  Intentionally Omitted

          (f)  Intentionally Omitted

          (g)  Gross Sales:  The selling price of all merchandise sold
in  or  from  the  Store  by  Tenant,  its  subtenants,  licensees and
concessionaires,  whether  for cash or for credit, excluding, however,
the  following:    (i) the sales price of all merchandise returned and
accepted for full credit or the amount of the cash refund or allowance
made  thereon;  (ii)  the  sums  and credits received in settlement of
claims  for  loss  or  damage  to merchandise; (iii) the consideration
received  in  connection  with  a sale of inventory which occurs other
than in the ordinary course of Tenant's business; (iv) sales taxes, so
called  luxury  taxes,  excise  taxes,  gross receipt taxes, and other
taxes  now  or hereafter imposed upon the sale or value of merchandise
or  services,  whether  added  separately  to the selling price of the
merchandise  or  services  and collected from customers or included in
the retail selling price; (v) receipts from public telephones, vending
machines, sales of tickets and passes, sales of money orders, fees for
fishing/hunting  licenses  and the collection of public utility bills;
(vi)  interest,  carrying charges, or other finance charges in respect
of  sales  made on credit; (vii) sales of fixtures, trade fixtures, or
personal  property  that  are not merchandise held for sale at retail;
<PAGE>
(viii)  sales  to  employees  at discount, not exceeding three percent
(3%)  of  total  Gross  Sales:  (ix) labor charges or fees for bowling
ball  drilling,  racquet  restringing,  ice  skate sharpening, bicycle
assembly,  golf  club regripping and installation of ski bindings, ski
tuning  (including  sharpening  and waxing) and other similar customer
services;  (x) Tenant's accounts receivable, not to exceed two percent
(2%)  of  Gross  Sales, which have been determined to be uncollectible
for  federal  income  tax  purposes  during  the  Lease Year provided,
however, that if such accounts are actually collected in a later year,
the  amount  shall be included in the Gross Sales for such later Lease
Year;   (xi)  rents,  subrents  or  other  consideration  received  in
connection  with  an  assignment, sublet, license, concession or other
transfer  of any portion of the store (however Gross Sales of any such
transferee  shall  be included); (xii) sales of merchandise ordered by
catalogue  regardless  of  place of order or delivery; (xiii) delivery
charges  on  merchandise  sold;  and  (xiv)  receipts  in  respect  of
instructional  programs (but not including merchandise sold in respect
thereto).

          (h)  Intentionally Omitted

          (i)  Landlord's   Parcel:    That  certain  parcel  of  land
described  in  Exhibit  "A", together with all appurtenances thereunto
belonging.

          (j)  Leasable  Floor Area:  All areas available, or held for
the  exclusive  use  and occupancy of occupants or future occupants of
the  Shopping  Center,  measured from the interior surface of exterior
walls  (and  from extensions thereof in the case of openings) and from
the center of interior demising partitions.  For purposes of computing
Tenant's  obligations  based  upon  Leasable  Floor Area, the Leasable
Floor  Area  of  the  Shopping  Center shall be not less than the size
specified  in  Section  1.1(b).    Mezzanines,  if  any,  shall not be
included within the definition of Leasable Floor Area.

          (k)  Lease Year:  The first Lease Year shall extend from the
Commencement  Date  to  the  first  May  31st  following commencement.
Subsequent  Lease  Years  (other  than  the  final  Lease  Year) shall
commence  on June 1st and terminate the following May 31st.  The final
Lease  Year shall commence on June 1st and terminate on the expiration
or earlier termination of this Lease.

          (l)  Minimum Rent:  The amounts specified in Section 1.7.

          (m)  Percentage  Rent:   The term Percentage Rent is defined
in Section 8.1.

          (n)  Intentionally Omitted

          (o)  Intentionally Omitted  

          (p)  Redelivery  Date:    The date, following a casualty, on
which  the  Landlord's  architect,  or contractor having charge of the
restoration  certifies the same as having been substantially completed
and  Tenant receives notice thereof along with written approvals which
may be required from any governmental agency (provided the work has in
fact been completed).
<PAGE>
          (q)  Shopping  Center:    Those  certain  premises  with all
appurtenances  located  as  set  forth  in  Section  1.1(a) hereof and
described with particularity in Part I of Exhibit "A".

          (r)  Store:    That  portion  of  the  Shopping Center as so
delineated  on  the  site  plan  attached to this Lease as Exhibit "B"
having the dimensions and containing the Leasable Floor Area specified
in  Section  1.3  hereof.    Tenant  refers to the Store as "Mart" for
internal operation purposes.

          (s)  Term:  References to "Term" of this Lease shall include
the  original  term and any extension of such Term.  The original Term
of this Lease shall start on the Commencement Date and, unless earlier
terminated expire on the Initial Termination Date specified by Section
1.5.

                         ARTICLE 3 -- PREMISES

     3.1  The  landlord  identified  in  Section  1.2 ("the Landlord")
hereby  leases  to the tenant identified in Section 1.2 (the "Tenant")
and   the  Tenant  hires  from  the  Landlord,  the  Shopping  Center,
including,  without  limitation,  the  Store  and  the  Common  Areas,
together  with  all appurtenances.  Tenant has entered into this Lease
in  reliance  upon  the  agreement  of  the Landlord that the Shopping
Center  is  and will remain retail in character, and, further, no part
of  which  shall  be  used  as  a nightclub, bar, theater, auditorium,
meeting  hall,  school,  or  other place of public assembly, gymnasium
(excluding  aerobics  studios  and  weight  clinics of less than 3,000
square feet), dance hall, billiard or pool hall, massage parlor, video
game  arcade,  bowling  alley,  skating  rink, car wash, night club or
adult  book  or adult video tape store, (which are defined as stores a
substantial  portion  of  the  inventory of which is not available for
sale  or  rental  to children under 15 years old because it explicitly
deals  with  or  depicts  human  sexuality).    No restaurant shall be
permitted in the Shopping Center without prior Tenant consent.

     3.2  Intentionally Omitted.

     3.3  Landlord  warrants  that  the  site  plan attached hereto as
Exhibit  "B"  (the  "Site Plan") depicts the land described in Exhibit
"A"  Part  I  and the improvements thereon.  No change, alteration, or
addition  shall be made to the Site Plan, including but not limited to
the  configuration of the Common Areas, methods of ingress and egress,
direction  of  traffic,  lighting,  curbing  and  building heights and
stories, without the express written consent of the Tenant.

     3.4  No  construction initiated by Landlord shall be permitted in
the  Shopping Center, except for emergency repairs diligently pursued,
during  the  period  from  October  1st  to December 31st of any year,
without  the  prior  written  consent of the Tenant, which consent may
include   conditions  designed  to  eliminate  interference  with  the
operation  of  the  Shopping Center or the effect of such construction
upon the Tenant's business.  

     3.5  Upon   the  Commencement  Date,  that  certain  Lease  dated
September  8,  1978,  between  Landlord  and  Tenant,  as  amended and
extended  from time to time, will be cancelled, terminated, discharged
and superseded by this Lease.
<PAGE>
                  ARTICLE 4 -- INTENTIONALLY OMITTED
     
                        ARTICLE 5 -- LEASE TERM     
                        
        5.1  The Term of this Lease shall commence on the Commencement
Date  and,  unless  earlier  terminated,  shall expire as specified in
Section  1.5(a),  subject  to the Tenant options to extend the term as
provided in the following Article 6.  

                      ARTICLE 6 -- OPTION PERIODS

     6.1  The  Tenant  may  extend the original term of this Lease for
the  number  of  separate,  consecutive additional periods of five (5)
years  each,  as  designated  in  Section 1.6 hereof, on the terms and
conditions  set forth herein, except that the number of option periods
remaining  to  be  exercised under Section 1.6 shall, in each case, be
reduced  by  one, by notifying the Landlord, in writing, not less than
ninety (90) days prior to the expiration of the original term, or each
extended  term, as the case may be.  Should Tenant neglect to exercise
any  option  by  the dates specified above, Tenant's right to exercise
shall  not expire until thirty (30) days after notice from Landlord of
Tenant's failure to exercise the option.

                       ARTICLE 7 -- MINIMUM RENT

     7.1  During  the Term of this Lease, the Minimum Rent shall be as
specified in Section 1.7.  Each monthly installment of rental shall be
payable  in advance on or before the tenth (10th) day of each calendar
month  during  the  Term.  All  rent  and other payments to be made by
Tenant  to  Landlord  shall  be sent to the place to which notices are
required  to  be  sent,  unless  otherwise directed by the Landlord in
writing.

                     ARTICLE 8 -- PERCENTAGE RENT

     8.1  (a)  Percentage Rent for each Lease Year during the Term (as
the  same  may beextended pursuant to Article 6, above) which contains
twelve  (12)  full  calendar months shall be three percent (3%) of the
amount  by which (a) Tenant's Gross Sales made during such Lease Year,
less any and all amounts paid by Tenant to Landlord or any third party
under  the  provisions  of  Articles 10, 11 and 12 hereof, exceeds (b)
either  (i)  $12,000,000.00  during  the primary Term of this Lease or
(ii)  a  dollar  amount or amounts to be determined by the parties for
each  option  period  at  the time of Tenant's exercise of each of the
Options pursuant to Article 6 hereof.. 

          (b)  The Percentage Rent for any Lease Year having less than
twelve (12) full months shall be based upon Gross Sales for the twelve
(12)  months  immediately  succeeding the Commencement Date (as to the
first  Lease  Year)  and  for the twelve (12) month period immediately
preceding  the  expiration  or earlier termination of the Lease (as to
the  final Lease Year).  The Percentage Rent due for such period shall
be  established  by  multiplying  the Percentage Rent which would have
been  due  for  such  twelve  (12)  month  period  by  a fraction, the
numerator  of  which  is the number of days in such Lease Year and the
denominator or which is 365.
<PAGE>
     8.2  Within  seventy-five (75) days after the close of each Lease
Year,  Tenant  shall  submit  to  Landlord  a statement indicating the
amount  of  its Gross Sales for the previous Lease Year and the amount
expended for the above mentioned expenses which are to be deducted and
which  relate  to the Lease Year in question.  Percentage Rent due, if
any, shall accompany such statement.  

     8.3  (a)  Tenant  shall maintain adequate records for a period of
one  year  after  the  close  of  each  Lease  Year for the purpose of
allowing  Landlord  to  verify the reported Gross Sales for such year.
At  any  time  within  said one year, Landlord or its agents may audit
such  records  during normal business hours at Tenant's records center
after not less than fifteen (15) days' prior written notice to Tenant.
Audit  shall  be  conducted  in  manner  least  apt  to interfere with
Tenant's  business operations and audit or inspection of records other
than pertaining to Premises is prohibited.  Landlord shall not conduct
such  an  audit  of Tenant's records more than once in any given Lease
Year.    Failure  of  Landlord  to  conduct  audit within one (1) year
following  provision to Landlord of annual Gross Sales statement shall
constitute waiver by Landlord of right to dispute Tenant's Gross Sales
as specified within such annual Gross Sales statement.

          (b)  In the event an inaccuracy is disclosed after any audit
of Tenant's Gross Sales, an adjustment shall thereupon be made.  

          (c)  Any information obtained by Landlord as a result of any
audit  shall  be  held in strict confidence by Landlord excepting such
may  be  disclosed  by  Landlord  to proposed lender or purchaser with
respect  to  a  prospective sale, mortgage, lease or sale-leaseback of
the Shopping Center or when Landlord is required to comply with lawful
orders of a court or governmental agency.

     8.4  The  Minimum Rent provided for in this Lease is acknowledged
by  the  parties  to  be  sufficient  consideration  for the leasehold
granted hereby and the Percentage Rent specified herein is in addition
to such adequate consideration.

                           ARTICLE 9 -- USE

     9.1  The  Store  may  be used for any lawful retail use including
but  not  limited  to the following specific uses:  the retail sale of
sporting  goods,  sports  apparel  and  active wear (including without
limitation  athletic footwear and athletic uniforms of all kinds) and,
such  other  merchandise  as may be sold from time to time in Tenant's
similarly  merchandised  stores.    Tenant  agrees  to comply with all
applicable  laws and ordinances in its operations at the Premises; not
to  create  hazardous  or  noxious  conditions that would constitute a
nuisance or would increase the premiums payable for casualty insurance
coverage of the Shopping Center. 

     9.2  Landlord  warrants  to Tenant that Tenant, while operating a
store  for  the  above  use(s),  will  not  be in violation of (a) any
exclusives  or  other  agreements  which  Landlord may have with other
occupants,  lessees,  lenders, governmental authorities or any others,
or  (b)  restrictions  imposed  by any governmental authority or body.
Landlord  shall  hold  Tenant harmless from any claims to the contrary
including loss suffered by reason thereof.
<PAGE>
     9.3  Landlord  agrees that Landlord shall not suffer any Leasable
Floor  Area  within  the  Shopping Center (other than the Store) to be
used  for  the  sale of sporting goods, sports apparel and/or athletic
footwear.

                    ARTICLE 10 -- REAL ESTATE TAXES

     10.1 (a)  Tenant  shall pay, on or before the due date, all taxes
and assessments levied against the Shopping Center.

          (b)  Should the Tenant be in occupancy during only a portion
of  the  first  or  final tax year, Landlord and Tenant shall pro-rate
taxes for such tax year based on the portion of such tax year included
in  the  Term of this Lease.  This Article includes the Tenant's total
responsibility for taxes for the Shopping Center.

     10.2 There shall be excluded from the tax bill which Tenant shall
be  obligated  to  pay  (a)  income,  excess  profits,  estate, single
business,  inheritance,  succession,  transfer,  franchise, capital or
other  tax  or  assessment  upon Landlord or the rentals payable under
this  Lease;  (b)    any  charge, such as a water meter charge and the
sewer  rent based thereon, which is measured by the consumption of the
actual  user of the item or service for which such charge is made; and
(c)  any  increase in taxes caused by a "change of ownership," such as
defined  in Section 60, California Revenue and Taxation Code.  Any and
all  such  charges  and  amounts shall be paid by Landlord when and as
they become due.

     10.3 Any  rebates,  refunds,  or  abatements of real estate taxes
received  by the Landlord subsequent to payment of taxes by the Tenant
shall be refunded to Tenant within ten (10) days of receipt thereof by
Landlord.   If any such rebate, refund or abatement is realized by the
Landlord  prior to payment of the taxes by the Tenant,  Landlord shall
promptly so notify Tenant.
     
     10.4 Tenant  shall  have  such  rights to contest the validity or
amount of real estate taxes as are permitted by law, either in its own
name  or  in  the  name  of  the  Landlord,  in  either  case with the
Landlord's   full  cooperation.    Any  resultant  refund,  rebate  or
reduction  shall be used first to repay the expenses of obtaining such
relief.    Landlord  shall  provide  Tenant with government notices of
assessment  (or  reassessment) in time sufficient to reasonably permit
Tenant,  at  Tenant's election, to make contest; and if Landlord fails
to  do  so,  then  there  shall be excluded from the tax bill to which
Tenant contributes, any increased taxes resulting from such assessment
(or  reassessment).    The term "contest" as used in this Section 10.4
means  contest,  appeal,  abatement  or other proceeding prescribed by
applicable  law  to  obtain  tax  reduction  or  tax refund, howsoever
denominated.

                     ARTICLE 11 -- FIRE INSURANCE

     11.1 Landlord  shall maintain at all times during the Term an All
Risk  Policy  insuring  against  damage to any portion of the Shopping
Center  including  the  store  front, and appurtenances thereto.  Such
insurance  shall  be  in the full amount of replacement value, without
deduction  for  physical  depreciation  and  shall  provide  that  the
proceeds  of  any  loss shall be payable in the manner provided for in
this  Lease.    Landlord shall, upon request of Tenant, provide Tenant
<PAGE>
with  a  certification  of  such  insurance  coverage  from an insurer
licensed  to do business within the state in which the Shopping Center
is  located,  and which insurer is rated A and XII or better in Best's
Insurance Guide, which certificate shall indicate, among other things,
that  the  Tenant is an additional insured along with the Landlord and
that  the  Shopping  Center  and  all  the improvements and Landlord's
fixtures   appurtenant  thereto,  have  been  insured  to  their  full
replacement value, without deduction for physical depreciation.

     11.2 Upon  submission  by Landlord to Tenant of paid receipts for
the  premiums  for  the  insurance  described  in Section 11.1, above,
Tenant shall reimburse the Landlord for such premium costs. 

     11.3 Intentionally omitted.

     11.4 In  lieu  of Landlord's assuming the obligation specified in
Section 11.1 above, subject to Tenant's reimbursement all as described
in  Sections 11.1 and 11.2 hereof, Tenant may, at its option, elect to
carry  such  insurance  on  the  Shopping  Center including such other
endorsements  as  the  Tenant  in its judgment deems prudent under the
circumstances,  all  at Tenant's sole costs and expense in which event
Tenant shall not be responsible for reimbursement under Section 11.2.
  
     11.5 (a)  As  used  in  this Section, the term "Lender" means the
holder  of  indebtedness  secured by a first lien upon the Exhibit "A"
Part  I  real  property,  whether  the  interest creating such lien be
denominated  as  mortgage, deed of trust, security agreement, vendor's
lien  or otherwise, but only if Lender (a) is a financial institution,
such  as  a bank, savings and loan, insurance company, or other entity
regularly  engaged  in  making loans secured by real property, and (b)
has fifty million dollars ($50,000,000) of such loans outstanding.

          (b)  Insurance  proceeds  for  damage  or destruction to the
Shopping  Center  ("Proceeds"), if under one dollar ($1.00) per square
foot  of  Leasable  Floor  Area  in  the Shopping Center shall be paid
directly  to  Tenant.  If in excess of such amount, the Proceeds shall
be  deposited with Lender provided Lender agrees to apply the Proceeds
in the manner described herein.  If Lender does not so agree, or there
is  no Lender, then the Proceeds shall be deposited with a bank, trust
company, or title insurance company (collectively with Lender referred
to  as  "Stakeholder")  designated by Tenant and approved by Landlord,
for  use  as  provided  in Article 20.  Stakeholder shall disburse the
same  to  the  party  performing restoration upon certification by the
architect  in  charge  of  restoration that the amounts requested have
been  paid  in  connection  with  such  restoration or shall be due to
contractor,  subcontractors,  materialmen, architects or other persons
who  have  rendered  services  or  have  furnished  materials for such
restoration  and upon the completion of such restoration the remaining
balance of any of such proceeds shall be paid to Tenant upon demand.

                   ARTICLE 12 -- LIABILITY INSURANCE

     12.1 Tenant  shall  at  all times during the Term keep in force a
policy or policies of public liability insurance, or an endorsement on
a  blanket  liability insurance policy or policies, against claims for
personal injuries, death or property damage, occurring on, in or about
the Shopping Center, with a combined single limit of not less than ONE
MILLION  DOLLARS  ($1,000,000).  Said policy or policies shall contain
Contractual  Liability  Insurance recognizing the liability assumed in
<PAGE>
Sections  23.1  and  23.2 hereof, shall name Landlord as an additional
insured,  shall  include  a cross-liability endorsement providing that
Landlord  and  Tenant, although named/additional insureds, may recover
on  account  of  the  negligence  of  the  other, and shall be with an
insurer  with  a  policy holder's rating of at least A and a financial
rating of not less than VII in Best's Insurance Reports.

     12.2 The  policy  of  insurance  herein  maintained by the Tenant
shall  provide  that:    (a)  the  same  is  not contributory with the
coverage  which  Landlord  may carry and is primary insurance coverage
and  not  excess insurance coverage or overage insurance coverage; and
(b)  the  company  writing  said policy will give at least twenty (20)
days'  notice  in  writing  of  any cancellation, lapse, or failure to
renew,  to  the  party  designated on the insurance certificate as the
holder thereof.

     12.3 Tenant  agrees  to  deliver  to  Landlord  a  certificate of
insurance evidencing the existence in force of the policy of insurance
described  in  this  Article.  The certificate shall provide that such
insurance  shall not be canceled or materially amended unless ten (10)
days'  prior written notice of such cancellation or amendment is given
to the Landlord.

                  ARTICLE 13 -- WAIVER OF SUBROGATION

     13.1 Tenant  and  Landlord  hereby  waive and release any and all
right  of  recovery against the other, including employees and agents,
arising during the Term for any and all loss or damage to any property
located  within  or  constituting  a part of the Shopping Center which
loss or damage arises from the perils covered by an All Risk Policy or
which  right  of  recovery  arises  from  loss  of  earnings  or rents
resulting  from  damage caused by such a peril.  This mutual waiver is
in  addition  to  any other waiver or release contained in this Lease.
Landlord  and  Tenant shall give written notice to its insurers of the
provisions  of this waiver and release and have its insurance policies
endorsed,  if  required, to prevent invalidation of insurance coverage
by reason of this waiver and release.

             ARTICLE 14 -- MAINTENANCE & REPAIR BY TENANT

     14.1 Subject  to  Article  20,  Tenant  shall maintain the entire
Shopping  Center,  including  the  Store and all Common Areas, in good
repair and good condition, reasonable wear and tear excepted, and will
so  deliver  the Shopping Center to the Landlord at the termination of
this Lease.

                  ARTICLE 15 -- INTENTIONALLY OMITTED      
                  
        ARTICLE 16 -- REPAIRS REQUIRED BY GOVERNMENTAL AUTHORITIES

     16.1 Any  repairs,  alterations or other improvements required by
governmental authority which results from the particular retail use of
the  Tenant  shall be done by the Tenant at its sole cost and expense.
Any  such  work,  however, which is required of the Shopping Center in
general,  or  of  all  similar  buildings  in the area of the Shopping
Center, shall be done at the sole cost and expense of the Landlord.
<PAGE>
                       ARTICLE 17 -- ALTERATIONS

     17.1   The    Tenant  may  make  non-structural  alterations  and
improvements  to the Shopping Center in a good and workmanlike manner,
in  conformity  with  all  law,  ordinances  and regulations of public
a u t horities  having  jurisdiction.    Tenant  shall  not  make  any
alterations to the foundation, roof, or any structural portions of the
Store  without  first  obtaining the written approval of the Landlord.
Such  approval  may  not  be unreasonably withheld and shall be deemed
granted if Tenant is not notified in writing of a reasonable basis for
withholding  such  approval within ten (10) days of notifying Landlord
thereof.    It  is further agreed that upon termination of this Lease,
Tenant  may, provided no structural damage to the Store will be caused
thereby, remove its furniture, fixtures and equipment and the Landlord
will  accept  the  Store  as  altered  without any obligation upon the
Tenant to restore the Store to its former condition.

     17.2 Tenant  may  place  on  and  about  the Premises, and on the
s h opping  center  roof,  equipage  used  in  its  ordinary  business
operations,  such  as  without  limitation HVAC, dumpster, and devices
used  for  the  reception  and  transmission  of  signals  through the
atmosphere, such as satellite dish.

     17.3 Landlord  shall cooperate with Tenant efforts to obtain such
government  permits, licenses, variances, authorizations and approvals
as may be required so as conduct retail business within the Store, and
from  time  to  time  perform  the  alterations  contemplated  by this
Article, as well as to construct the signage authorized by the Article
32  of  this  Lease.    To the extent necessary or convenient for such
p u rpose,  Tenant  may  prosecute  such  efforts,  including  signing
applications, in the name of Landlord.

                      ARTICLE 18 -- COMMON AREAS

     18.1 Tenant,  as  well  as  its  agents,  employees and customers
(collectively,  "Customers"),  shall  have  and  is  granted complete,
nonexclusive  and  undisturbed access to, and use of all Common Areas.
Landlord  shall  use  best efforts to prevent Common Area use by other
than  Tenant  and  its  Customers.   In no event shall Customer use of
Common Areas be conditioned upon payment of parking or other charge by
Tenant  or  Tenant's  customers.    Tenant shall, at its sole cost and
expense,  maintain  all  Common  Areas  in  good condition, repair and
cleanliness,   including  ice  and  snow  removal,  and  free  of  any
impediments to easy and safe movement within the Common Areas.              

                        ARTICLE 19 -- UTILITIES

     19.1 Landlord  agrees to provide that the Tenant's Store shall at
all  times have available to it necessary utilities services including
electric,  water, gas, telephone and other necessary utility lines, as
well  as  refuse  collection  service  and  sewerage  lines capable of
adequately providing for Tenant's needs.  Tenant agrees to pay all use
charges for all utilities serving the Store during the Term.

                        ARTICLE 20 -- CASUALTY

     20.1 Except  as hereinafter provided, damage to or destruction of
any  portion  or  all the Shopping Center by fire, the elements or any
other  cause  whatsoever  shall  not  terminate  this Lease or entitle
<PAGE>
Tenant  to  surrender  the  leased  premises or to any abatement of or
reduction  in  Minimum  Rent  payable by Tenant hereunder or otherwise
affect  the respective obligations of the parties.  In such event, the
Landlord  shall  proceed with due diligence to collect the proceeds of
any  available  insurance,  and  Tenant,  at  its  own  expense, shall
promptly  restore the buildings to substantially as good condition and
of  not less value and utility than immediately prior to the casualty.
All plans for restoration shall first be submitted to the Landlord for
approval,  which  approval shall not be unreasonably withheld, and the
failure by the Landlord to notify the Tenant of its objections to such
plans  within  fifteen  (15)  days  of receipt thereof shall be deemed
approval by Landlord.

     20.2 Tenant  shall  be reimbursed by the Landlord for its cost of
restoring  the Shopping Center from the proceeds of insurance received
by  Landlord,  it being understood that Landlord shall not be required
to  repair or rebuild any such building or improvements, or to pay any
of  the  expenses or costs thereof in excess of the insurance proceeds
paid  to  it.    Such  reimbursement  shall  be made as work by Tenant
progresses,  but  only  upon  the  furnishing to Landlord of assurance
satisfactory  to  the  Landlord  against  mechanics'  liens or similar
claims  and  provided  that the insurance proceeds in the hands of the
Landlord shall at all times be sufficient to pay for the completion of
such  restoration.    Payments by the Landlord to Tenant shall be made
upon  architect's  certificates  as  to  payments  and expenditures or
amounts  then  payable  for  restoration  and  waivers  of  lien.  Any
insurance  proceeds  not  required  for  the restoration of the leased
premises shall be retained by Landlord.

     20.3 Anything  herein  to  the  contrary  notwithstanding, in the
event  of substantial damage to or destruction of the Store by fire or
other  casualty  within the last two (2) years of the Term hereof, the
Tenant  may  terminate this Lease and all its obligations hereunder in
which  event,  all  insurance monies paid under any insurance policies
with  respect  to such loss of Landlord's property shall be payable to
and  remain  the property of Landlord, and Minimum Rent shall abate as
of  the  date  of such loss or destruction.  The election to terminate
hereunder  shall be made by notice in writing given to Landlord within
twenty  (20)  days  of  the date of such loss or destruction.  For the
purpose  of  this  Article,  the  phrase  "substantial  damage  to  or
destruction of the Store" shall mean if more than 50% of the principal
building above the foundations is destroyed and cannot be used for the
conduct of the principal business conducted by Tenant therein.
     
     20.4 The  parties  waive  such rights of Lease termination as are
granted  to  them  under  the  laws  of the state wherein the Store is
located,  it  being  their agreement that the rights of termination in
the event of casualty, as set forth herein, shall be exclusive.


                      ARTICLE 21 -- CONDEMNATION     
                      
     21.1 In the event the Shopping Center or any part hereof shall be
condemned  and  taken for a public or quasi-public use, any award made
to compensate either Landlord or Tenant for their respective damage or
loss  shall  be  paid  to  Landlord.   In the event only a part of the
Shopping  Center  is  condemned  and taken, Tenant, in accordance with
plans  and  specifications  approved  by  the Landlord, shall promptly
restore  the  remaining portion of the Shopping Center so that it will
<PAGE>
constitute  a complete architectural unit, and upon completion of such
work and upon payment of the award or compensation, the Landlord shall
reimburse  Tenant  for  costs  so  expended,  and  there shall be such
abatement  in  Minimum  Rent and such other adjustments as the parties
m a y    agree  upon  as  being  just  and  equitable  under  all  the
circumstances.    If  the  parties  are  unable to agree upon all such
n e cessary  adjustments,  resort  shall  be  had  to  arbitration  as
hereinafter  provided.   Upon any total taking, Tenant's obligation to
pay Minimum Rent or to discharge any other obligation hereunder, other
than  the  payment  of  money  then due and damages arising out of any
breach on the part of Tenant, shall cease.

     21.2 In  the  event  of  a condemnation of the Shopping Center as
above provided, if the parties are unable to agree upon the adjustment
to  be  made  within  thirty  (30) days after the taking, the question
shall  be  determined  by three disinterested arbitrators, one of whom
shall  be  chosen  by  each of the parties and the third by the two so
chosen.  The decision of any two of the arbitrators shall be final and
conclusive upon the parties.  The decision shall be in writing, signed
in  duplicate  by any two arbitrators, and one copy shall be delivered
to  each  of  the parties.  The party desiring arbitration shall given
written  notice  to  the  other  party,  naming therein the arbitrator
selected  by  it.    In the event the other party shall fail, within a
fifteen (15) day period after the giving of such notice, to notify the
other  in  writing  of  the arbitrator selected by it, or in the event
that  the  two arbitrators chosen shall fail, within fifteen (15) days
after  their selection, to agree upon the third, then any judge of any
court  of  general  equity  jurisdiction  in  the  county in which the
Shopping  Center situated may, on request of the party not in default,
or  upon the request of either party if neither is in default, appoint
an  arbitrator  or  arbitrators  to  fill  any places remaining vacant
within fifteen (15) days after such request.

                     ARTICLE 22 -- MECHANIC LIENS

     22.1 Neither  Tenant  nor  Landlord  shall permit any mechanic's,
materialman's  or  other lien against the Store or the Shopping Center
in  connection  with  any  labor,  materials  or services furnished or
claimed  to  have  been  furnished.    If any such lien shall be filed
against  the  Store or Shopping Center, the party charged with causing
the lien will cause the same to be discharged, provided, however, that
either  party  may  contest  any such lien, so long as the enforcement
thereof is stayed.                     

                ARTICLE 23 -- INDEMNIFICATION

     23.1 With  respect  to its use and occupancy of the Store, Tenant
agrees  to  save  Landlord  harmless  from  and  indemnify  and defend
Landlord  against  any and all injury, loss, damage, liability (or any
c l a ims  in  respect  of  the  aforementioned),  costs  or  expenses
(including,    without   limitation,   attorney's   fees,   reasonable
investigative  and discovery costs), of whatever nature, to any person
or  property  caused  or claimed to be caused by or resulting from any
act,  omission  or  negligence  of Tenant or agent of Tenant, provided
that  the Landlord shall, upon becoming aware of such claim or damage,
promptly  notify  Tenant.    Tenant's  obligation  hereunder  shall be
limited  to the amount in excess of any insurance proceeds in event of
casualty damage.
<PAGE>
     23.2 With  respect to its maintenance of the Store, its operation
and  maintenance  of  the  Common  Areas,  the  manner  of  design and
construction  of  the  Shopping Center, and the manner of construction
and design of the Common Areas, Landlord agrees at Tenant's option, to
save  Tenant harmless from and indemnify and defend Tenant against any
and  all  injury, loss, damage, liability (or any claims in respect of
the aforementioned), costs or expenses (including, without limitation,
attorney's  fees,  reasonable  investigation  and discovery costs), of
whatever  nature,  to  any  person or property caused or claimed to be
caused  by  or  resulting  from any act, omission or negligence of the
Landlord  or  its  employees  or  agents,  provided  that Tenant, upon
becoming aware of such claim or damage, shall promptly notify Landlord
as soon as reasonably possible.

     23.3 The  provisions  of this Article as to property damage shall
be  subject  to  the  provisions  of  Article  13  regarding Waiver of
Subrogation.

            ARTICLE 24 -- QUIET ENJOYMENT & NONDISTURBANCE

     24.1 Landlord  agrees  to  promptly place Tenant in possession of
the  Store  in  accordance with the time provisions of this Lease as a
condition  to  Tenant's  obligation  to  pay rent hereunder.  Landlord
further  represents and warrants that it has full authority to execute
and  perform  this  Lease and to grant the subject leasehold estate to
Tenant.    Additionally,  it is agreed that Tenant shall peaceably and
quietly  have,  hold and enjoy the Store with all appurtenances during
the  Term and without any manner of hindrance or interference with its
quiet enjoyment, possession and use.

     24.2 Landlord may, at reasonable times and upon notice to Tenant,
conduct reasonable inspections of the Store.

     24.3 Nondisturbance  -  Existing  Loans.    Landlord covenants to
obtain  from each lender, each lessor ("Overlessor") and each Litigant
Claimant  whose  interest  in  the  Shopping  Center  is  paramount to
Landlord's  at  the  time of execution hereof, or at any time prior to
the  recordation  of  the  Memorandum  of  Lease  specified herein, an
executed nondisturbance agreement assuring Tenant that notwithstanding
any  default  by  the  Landlord  to  the  lender or Overlessor, or any
foreclosure  or  deed  in  lieu  thereof  (or Overlessor's termination
proceedings),  or any exercise of right by Litigant Claimant, Tenant's
rights  under  this  Lease shall continue in full force and effect and
its  possession  of  the  Store  shall  remain  undisturbed  except in
accordance  with the provisions of this Lease so long as Tenant is not
in  default  hereunder  so  as  to  permit  Lease  termination.   Such
agreement(s)  must  be satisfactory in form and content to counsel for
Tenant.    As used in this Article the term "lender" means each holder
of  indebtedness secured by a lien upon the Exhibit "A" real property,
whether  the  interest  creating such lien be denominated as mortgage,
deed  of  trust,  security  agreement, vendor's lien or otherwise.  As
used  herein  the term "Litigant Claimant" means each entity which has
established  or  at any time prior to recordation of the Memorandum of
Lease  specified herein establishes actual or constructive notice that
it claims an interest in the Shopping Center and/or the Store which is
paramount  to  Landlord's  at  the time of execution hereof, or at any
time  prior  to  the  recordation of the Memorandum of Lease specified
herein  whether notice of such interest be established by Lis Pendens,
Notice of Mechanics Lien or otherwise.  
<PAGE>
     24.4 Tenant shall upon Landlord's request, subordinate this Lease
in  future to any first lien placed by Landlord upon the Store, or the
Shopping  Center  or building of which the Store forms a part, with an
insurance  company,  bank  or any other institutional lender, provided
that such lender executes a Nondisturbance Agreement providing that if
Tenant  is not then in default under this Lease so as to justify Lease
termination,  this  Lease  shall  not  terminate  as  a  result of the
foreclosure  of  such  lien,  or  conveyance  in lien thereof, and the
Tenant's  rights  under  this  Lease  shall continue in full force and
effect and its possession be undisturbed except in accordance with the
provisions   of  this  Lease.    Tenant  will,  upon  request  of  the
lienholder,  be  a  party to such an agreement, and will agree that if
such  lienholder succeeds to the interest of the Landlord, Tenant will
recognize said lienholder (or successor in interest of the lienholder)
as its Landlord under the terms of this Lease.  Such agreement must be
satisfactory in form and content to counsel for Tenant.

     24.5 Within ten (10) days of a written request therefor by either
party  hereto,  the  party receiving such request shall provide to the
requesting  party  a  written statement acknowledging the commencement
date  of  this  Lease, that this Lease is in full force and effect (if
the  same  be  true), that this Lease has not been modified (or, if it
has,  stating such modifications) and providing such other information
as requesting party reasonably requests.

                     ARTICLE 25 -- TENANT DEFAULT

     25.1 The occurrence of either of the following shall constitute a
default  by Tenant pursuant to this Lease:  (i) a failure by Tenant to
pay  rent within ten (10) business days of Tenant's receipt of written
notice  from  Landlord  specifying  such failure; or (ii) a failure by
Tenant  to  perform  obligations  pursuant to this Lease other than as
specified in (i) above, within thirty (30) days of Tenant's receipt of
written  notice  from  Landlord  specifying  such  failure  or,  if it
reasonably  would  require  more  than  thirty  (30) days to cure such
failure, within a time reasonably necessary to cure such failure after
Tenant's  receipt  of  such  written  notice.   Upon Tenant's default,
Landlord  may,  in addition to any other remedy available at law, upon
written  notice,  terminate  this  Lease  and retake possession of the
Store  and  remove all persons and property therefrom.  Landlord shall
be entitled to charge and collect from Tenant interest on any payments
of  rent  and other charges overdue for a period in excess of ten (10)
days at the rate of 10% per annum.

     25.2 It  is  expressly  understood and agreed in the event Tenant
makes   an  assignment  for  the  benefit  of  creditors,  or  if  any
proceedings  are  commenced under the provisions of the Bankruptcy Act
whereby  Tenant  seeks to be, or would be, discharged of its debts, or
the  payment  of  its debts are sought to be delayed, this Lease shall
not  become an asset in such proceedings, however, the commencement of
such proceedings shall not affect this Lease or permit its termination
so  long  as  all  covenants on the part of the Tenant to be performed
shall be performed by Tenant or a party claiming under Tenant.

     25.3 Landlord  waives  such liens, if any, to which it may have a
right  with  respect to the merchandise, furniture, trade fixtures and
other  personal  property  of Tenant located on or about the Store and
shall  from  time  to  time  execute  such  documents  as  Tenant  may
reasonably request to acknowledge such waiver.
<PAGE>
                    ARTICLE 26 -- LANDLORD DEFAULT

     26.1 If  Landlord  should be in default in the performance of any
of  its  obligations  under  this Lease, which default continues for a
period  of  more than thirty (30) days after receipt of written notice
from Tenant specifying such default, or if such default is of a nature
to  require more than thirty (30) days for remedy and continues beyond
the  time  reasonably  necessary  to  cure  (provided  Landlord  shall
undertake  action  to  cure such default within such 30 day period and
diligently  pursue  such  efforts to completion within a period not to
exceed  a total of ninety (90) days), then Tenant shall have the right
to exercise any of the following rights (which shall be in addition to
any other rights or remedies available by law):

          (a)  To terminate this Lease and surrender possession of the
Store,  whereupon  Tenant's obligation for the payment of rent and all
other charges hereunder shall cease upon the date of surrender.

          (b)  To  perform  any  act  or  contract for the performance
t h ereof  and  incur  any  expense  reasonably  related  thereto  and
thereafter  deduct  the same from the next installment or installments
of rent accruing hereunder.

                     ARTICLE 27 -- ATTORNEYS FEES

     27.1 If either party becomes a party to any litigation concerning
this  Lease,  the Store or the Shopping Center by reason of any act or
omission of the other party or its authorized representatives, and not
by  any  act  or  omission  of  the party that becomes a party to that
litigation  or  any act or omission of its authorized representatives,
the  party  that  causes  the  other  party  to become involved in the
litigation  shall  be  liable  to that party for reasonable attorney's
fees,  court  costs, investigation expenses, discovery costs and costs
of appeal incurred by it in the litigation.

     27.2 If  either party commences an action against the other party
arising  out of or in connection with this Lease, the prevailing party
shall  be  entitled  to  have  and  recover  from  the  losing  party,
reasonable  attorney's  fees,  costs  of suit, investigation costs and
discovery  costs,  including costs of appeal.  When this Lease imposes
upon a party an obligation to indemnify the other, the indemnification
obligation  shall  include  the  obligation  to  pay  the  indemnitees
reasonable  attorney's  fees,  costs  and  disbursements,  whether the
indemnitee be the plaintiff or defendant.

                       ARTICLE 28 -- ASSIGNMENT

     28.1 Tenant  may  not  assign  this Lease, or sublet the Shopping
Center,  or  any  portion  thereof,  without Landlord's prior, written
consent,  which  Landlord  shall  not unreasonably withhold.  Upon any
assignment  or  sublease,  Tenant  shall  remain principally obligated
under  the  terms of this Lease unless Tenant is specifically released
f r o m  its  obligations  hereunder  by  a  written  instrument  duly
authorized, executed and delivered by Landlord.

                      ARTICLE 29 -- HOLDING OVER

     29.1 If the Tenant shall remain in possession of the Store or any
portion  thereof after the expiration of the Term in the absence of an
<PAGE>
agreement  in  writing  between  the  Landlord  and  Tenant, the party
remaining  in possession shall be deemed a Tenant at sufferance, until
acceptance of rent by Landlord, at which time the person in possession
shall  be  come  a  Tenant  from month-to-month at the same rental and
under  the  same  terms and conditions as existed immediately prior to
the expiration of the Lease.  

                 ARTICLE 30 -- SUCCESSORS IN INTEREST

     30.1 The  terms,  conditions and covenants herein contained shall
inure  to  the  benefit  of and be binding upon the heirs, assigns and
other successors in interest to the parties hereto.

                         ARTICLE 31 -- NOTICES

     31.1 Any  notice  to  be  given or served in connection with this
Lease  shall be in writing and shall be served by certified mail or by
reputable  air  courier  service  which  provides  written evidence of
delivery,  addressed  as  specified  in Section 1.2 hereof, or to such
other  address as requested by either party in writing.  Service shall
be  deemed  effective seven (7) days after deposit in the U.S. mail in
accordance  herewith  or  on  the  business  day following deposit air
courier  service  in  accordance  herewith.    Either party by written
notice  to  the  other may designate two additional parties to receive
copies  of  notices  sent  to  it.    Such designees may be changed by
written notice.

                          ARTICLE 32 -- SIGNS

     32.1 Tenant has erected and may maintain upon the exterior of the
Store  and upon each pylon serving the Shopping Center a sign or signs
which are deemed appropriate to the conduct of its business.  Landlord
is  deemed  to  have  consented to Tenant's standard signage plans and
specifications  and  Tenant's  existing signage upon execution of this
Lease.   Additionally, Tenant may display in the windows of the Store,
from  time  to  time, signs of a temporary nature advertising business
trtansacted  by Tenant in the Store, so long as those window signs are
professionally  prepared.   Landlord shall not alter the pylon signage
at the Shopping Center without Tenant's prior written consent.

                   ARTICLE 33 -- MEMORANDUM OF LEASE

     33.1 This  Lease  shall  not  be recorded.  However, a Memorandum
thereof  in the form attached hereto as Exhibit "C" shall be executed,
in recordable form, by both parties concurrently herewith and recorded
by  Landlord with the official charged with recordation duties for the
county  in  which the Shopping Center is located, with directions that
it  be  returned to Tenant.  Upon expiration or earlier termination of
this  Lease,  Tenant  shall  cooperate  with  Landlord  in executing a
Memorandum,  in recordable form, acknowledging Tenant's release of its
leasehold interest in the Shopping Center.

               ARTICLE 34 -- TENANT RIGHT OF FIRST OFFER

     34.1 Tenant's  Right  of First Offer.  If during the Term of this
Lease,  Landlord intends to offer for sale the Store, the legal parcel
upon  which  the Store is located or the Shopping Center (collectively
referred  to  herein  as  the  "subject  property"), Landlord shall so
notify Tenant of that intention in writing, which notice shall contain
<PAGE>
the   terms  and  conditions  (collectively  "terms")  that  would  be
acceptable  to  Landlord.    If  within  ten  (10) business days after
receipt  of  such  notice, Tenant does not notify Landlord that Tenant
will  purchase  the subject property under the terms, Landlord, within
the  ensuing  six  (6)  month period shall be free to sell the subject
property  to  any  third  party  named in the Third Party Offer on the
terms;  provided,  however,  that  a  failure  or refusal by Tenant to
purchase  the subject property on the terms shall not relieve Landlord
(or  any  successor  in interest to Landlord) of its obligations under
this  Article in respect of subsequent instances of Landlord's (or its
successor's)  desire  to  sell  the  subject  property  or any portion
thereof;  and  provided  further  that  if  Landlord shall, during the
aforsesaid  six  (6)  month  period, materially alter the terms to the
benefit  of  purchaser,  or  materially  alter  the description of the
subject property, Landlord shall so notify Tenant and afford Tenant an
additional  five  (5) business days within which Tenant may, by notice
to Landlord, elect to purchase the subject property on the terms as so
modified.    If  Tenant elects to purchase the subject property on the
terms,  the terms shall constitute a binding agreement of purchase and
s a le  between  Landlord  and  Tenant  and  govern  their  subsequent
performance,  provided  however, time of performance shall be suitably
extended  to  take  into  account time elapsed between presentation to
Tenant of the terms and Tenant's acceptance.  

                 ARTICLE 35 -- ACCORD AND SATISFACTION

     35.1 No  payment  by  Tenant  or  receipt by Landlord of a lesser
amount  of  Minimum  Rent  or  Percentage  Rent due hereunder shall be
deemed to be other than on account of the earliest rent due, nor shall
any  endorsement or statement on any check or letter accompanying such
check  or  payment  be deemed an accord and satisfaction, and Landlord
may  accept  such  check  without  prejudice  to  Landlord's rights to
recover the balance of such rent or payment or pursue any other remedy
available in this Lease, at law or in equity.

                   ARTICLE 36 -- GENERAL CONDITIONS

     36.1 Any  sum  accruing  to  the  Landlord  or  Tenant  under the
provisions  of this Lease which shall not be paid within ten (10) days
following  written notice that such sum is due ("Notice Period") shall
bear interest from the expiration of the Notice Period, at the rate of
ten percent (10%) per annum until paid.

     36.2 If  any  term,  covenant,  condition  or restriction of this
Lease is held by a court of competent jurisdiction to be invalid, void
or  unenforceable, the remainder of the provisions hereof shall remain
in full force and effect and shall in no way be affected, impaired, or
invalidated thereby.

     36.3 Nothing contained in this Lease shall be deemed or construed
by   the  parties  hereto  or  by  any  third  person  to  create  the
relationship  of  principal  and agent, or of partnership, or of joint
venture,  or  of  any other association between the parties other than
Landlord  and  Tenant,  or to prevent Landlord or Tenant from entering
into  ventures  in direct competition with the Shopping Center, or the
Store.
<PAGE>
     36.4 Time  is of the essence of the performance of each provision
of this Lease.

     36.5 The waiver of performance of any covenant, term or condition
of this Lease by Landlord or Tenant shall not be construed as a waiver
of any subsequent breach of the same covenant, term or condition.  The
various rights, options, elections, powers and remedies of the parties
contained in this Lease shall be construed as cumulative and no one of
them  exclusive of any other or of any legal or equitable remedy which
either  party  might  otherwise  have  in the event of a breach by the
other, and the exercise of one right or remedy by a party shall not in
anyway impair its right to any other right or remedy.

     36.6 For  purposes  of  computing dates for expirations, options,
rental  adjustments  or  cancellations  (except for those specifically
designated in Article 5 hereof), any partial month at the commencement
of the Term shall be disregarded.

     36.7 Wherever  in  this  Lease  the  Landlord  or  the  Tenant is
required  to give its consent or approval to any action on the part of
the  other,  such  consent  or  approval  shall  not  be  unreasonably
withheld.

     36.8 Except  for  corrections  to  Annual  Statements required in
Section 18.4 hereof, all charges due from Tenant to Landlord for which
the  Tenant  must be billed by the Landlord, must be billed within one
(1)  year  of  the  date the charge is incurred by the Landlord or the
Landlord  will  have  waived its right to reimbursement which may have
been established in any paragraph of this Lease.

     36.9 Words  of  gender  used  in  this  Lease  shall be deemed to
include  other  genders, and singular and plural words shall be deemed
to include the other, as the context may require.

     36.10     Landlord  and  Tenant  shall  and  do hereby indemnify,
defend,  and  hold  the  other  harmless  from all claims of brokerage
commission  or  finders fee arising through them.  This covenant shall
survive  the  expiration,  or  earlier termination of the term of this
Lease. 

     36.11     Each  of  the  covenants  of this Lease shall be deemed
dependent upon each other covenant hereof.

     36.12     Paragraph  headings  in  this Lease are for convenience
only,  are  not  a part of the agreement of the parties, and shall not
constitute an aid in interpreting this Lease.

     36.13     This  Lease  shall  be construed in accordance with and
governed by the laws of the state wherein the Store is located, except
as otherwise required by mandatory provisions of law.

     36.14     In  the event Landlord furnishes materials or services,
or  contracts  with another for materials or services to be furnished,
and Tenant under this lease must reimburse Landlord for all or part of
the  cost thereof, Tenant payment obligations shall be no greater than
if  the  materials  or  services  had been purchased or furnished at a
reasonable and customary price.
<PAGE>
     36.15     If  Landlord  is  other  than  a  natural  person, each
individual  executing  this  Lease  on  behalf  of  the named Landlord
represents  and  warrants  that  he is duly authorized to execute this
Lease  on  behalf  of  the  named  Landlord  in accordance with a duly
adopted  resolution  of  Landlord's  board of directors and Landlord's
bylaws  (if  Landlord  is  a  corporation)  and in accordance with the
agreement  of  partnership  (if  Landlord  is  a  partnership)  and by
delivery  hereof  warrant  that  execution  by  no  other signatory is
required  and will hold Tenant harmless from any claim to the contrary
(and loss suffered by reason thereon.

     IN  WITNESS  WHEREOF, Landlord and Tenant have duly executed this
Lease as of this first day of September, 1994.

                                        LANDLORD
                         American  National  Bank and Trust Company of
                         Chicago, not personally but solely as Trustee
                         as aforesaid.

                         By: /S/ ANDREW HOCHBERG


                                         TENANT 
                                       Sportmart, Inc.
                    
                         By:  /S/ MITCHELL KAHN
<PAGE>