ARTICLE 1 -- BASIC LEASE TERMS       EXHIBIT 10.47

THIS LEASE is dated for reference purposes only  January 1, 1995.  

1.1  General Location and
     Shopping Center Size:
                    (a)  Location:
                         Sportmart Plaza 
                         Southwest corner of Harlem Avenue
                         and Dempster Street 
                         Niles, Illinois 
                                             (Section 2.1(q))

                    (b)  Size:  120,808 square feet.
                                             (Section 2.1(j))
1.2  Parties and Notice Addresses:
                    Landlord: H-C Developers, as Agent for 
                              American National Bank and Trust 
                              Company of Chicago, as Trustee 
                              under  Trust Agreement dated December 1,
                              1970, and known as Trust No. 30426,
                              c/o Larry 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: The Store ("Mart") consists of 59,380 square 
feet as depicted on the Site Plan attached hereto as Exhibit B.
                                             (Sections 2.1(r) and 3.2)

1.4  Intentionally Omitted
                    
1.5  Term:          Initial Termination Date: August 31, 2013.

1.6  Options:       One (1) additional five (5) year period.
                                             (Section 6.1)

1.7  Minimum Rent:  Minimum  Rent  shall be as set forth on Exhibit D,
                    attached hereto and made a part hereof.
                                             (Article 7)
1.8  Intentionally Omitted.

1.9  Intentionally Omitted.
<PAGE>
1.10 Contents of Lease:
                    This lease (the "Lease") consists of:
                         Pages 1 through 
                         Sections 1.1 through  
                    EXHIBITS
                         A. Part I:  Legal Description
                         B. Site Plan
                         C. Memorandum of Lease                         
                         D. Minimum Rent

                       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: January 1, 1995.

          (c)  Common  Area  Charges:   Costs incurred by Landlord for
supervision of ongoing maintenance and repair of the Common Areas (but
in  no  event  shall  the  charge  for such supervision exceed fifteen
percent  (15%) of the total Common Area Charges exclusive of taxes and
insurance),  repairing  or  resurfacing the parking area provided such
resurfacing  is not a capital expenditure as defined below, repainting
and  restriping  the  parking  areas,  cleaning,  sweeping  and  other
janitorial  services,  sanitation,  maintenance of refuse receptacles,
replanting  landscaping directional signs and other markers, upkeep of
lighting  and  other  utilities).   In no event shall the term "Common
Area  Charges",  as  defined herein, include any capital expenditures.
"Capital  Expenditures"  means those expenditures which, in accordance
w i t h  generally  accepted  accounting  principles,  are  not  fully
chargeable  to current account in the year the expenditure is incurred
as well as any single Landlord expenditure in excess of $5,000.00.

          (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.
<PAGE>
          (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;
(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) exchanges
of merchandise between stores where such exchanges are made solely for
the  convenient operation of Tenant's business and not for the purpose
of  consummating  a  sale  which  has  been  made  at,  in or from the
Premises;  (xiv)  receipts  from  the  sale  of  fishing  and  hunting
licenses;  and (xv) 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.
<PAGE>
          (k)  Lease Year:  The first Lease Year shall extend from the
Commencement  Date  to  the first January 31st following commencement.
Subsequent  Lease  Years  (other  than  the  final  Lease  Year) shall
commence  on  February  1st  and terminate the following January 31st.
The  final  Lease Year shall commence on February 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)  Intentionally Omitted.

          (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 Store, together with all
appurtenances (collectively, the "Premises").  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 (except the
Ponderosa  Steak House presently located in the Shopping Center) shall
be  permitted in the Shopping Center within five hundred (500) feet of
the Store or in any other portion of the Shopping Center without prior
Tenant consent.
<PAGE>
     3.2  The  Store  thus demised and leased unto the Tenant is not a
separate parcel of real property.  In the event the Store is less than
the  size  specified  in  Section  1.3, Minimum Rent and other charges
shall  be  proportionately reduced, but this shall not be construed as
permitting a material variance in dimensions or area.

     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.  The buildings depicted
thereon  contain  no  more  than  one (1) story (but mezzanines having
Leasable Floor Area not in excess of one third (1/3) of the occupant's
ground  floor  Leasable  Floor  Area,  when  not  used for sales floor
p u rposes  shall  be  permitted).    The  Site  Plan  is  a  material
consideration  for the Tenant entering into this Lease, and 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  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  execution  of  this  Lease, that certain lease between
Landlord  and  Tenant  dated  December 30, 1972, as previously amended
from  time  to  time,  shall  be cancelled, terminated, discharged and
superseded.

                  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,  subject  to  the  Tenant  options to extend the term as
provided  in  the  following  Article  6.  Upon request of the Tenant,
Landlord  shall  execute  a written acknowledgment of the Commencement
Date.

                      ARTICLE 6 -- OPTION PERIODS

     6.1  By  notice  to Landlord not less than ninety (90) days prior
to the expiration of the Term, the Tenant may extend the original term
of  this  Lease  for  one  (1)  additional period of five (5) years as
designated  in  Section  1.6  hereof,  on the terms and conditions set
forth  herein.    Should  Tenant neglect to exercise the option by the
date  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.
<PAGE>
                       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.  If the Lease commences other than on the first
day  of  a  calendar  month,  the  first month's Minimum Rent shall be
prorated  accordingly  and  paid within the Minimum Rent for the first
full  month.    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
which  contains  twelve (12) full calendar months shall be a sum equal
to  the  amount  by  which two and one-half percent (2.5%) of Tenant's
Gross  Sales made during each Lease Year exceeds the Minimum Rent paid
for such year.

          (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  preceding  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.

     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.  
<PAGE>
          (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;  and  not to conduct liquidation,
bankruptcy  or  sidewalk  sales  at  the  Premises  without Landlord's
consent.    Tenant shall operate under the trade name "Sportmart", and
neither  Tenant  nor any person, firm or entity affiliated with Tenant
shall  open,  operate  or  acquire any financial interest in any store
under that name or any other similar store selling similar merchandise
within  a  three  (3)  mile  radius  of  the  Store.    Tenant  shall,
continuously   and  uninterruptedly  during  the  Term,  during  usual
business  hours  and  on  such  days  as  comparable businesses in the
Shopping  Center  and  elsewhere  in  the  area are open for business,
occupy and use the entire Store for the purposes stated herein.

     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.

     9.3  Landlord  agrees that Landlord shall not suffer any Leasable
Floor  Area  within  the  Shopping  Center  to be used for the sale of
sporting  goods,  sports  apparel  and/or athletic footwear, provided,
however,  that  Landlord shall be permitted to lease other premises in
the  Shopping  Center  to retailers whose use of the premises includes
the  "Incidental Sale" of such merchandise.  "Incidental Sale" of such
merchandise  is  defined  as  the sale or display of not more than (a)
1000 square feet of retail display space in another tenant's premises,
or  (b)  twenty-five  percent  (25%)  of  the  total square footage of
another  tenant's premises, whichever is less, used for the display of
such  merchandise.    Landlord will fully cooperate with Tenant in any
and all of Tenant's efforts to enforce the exclusive use provisions of
this Lease.                    
<PAGE>
                ARTICLE 10 -- REAL ESTATE TAXES

     10.1 (a)  Landlord  shall  pay,  on  or  before the due date, all
taxes and assessments levied against the Store or the real property of
which the Store forms a part, including land and all Common Areas.

          (b)  In addition to all rental herein reserved, Tenant shall
pay  to Landlord its pro-rata share of the difference between (i) real
estate  taxes levied upon and assessed against the Shopping Center for
each  tax  year of the Term, and (ii) real estate taxes levied against
the  Shopping  Center  for  the  tax  year  1973.  Such taxes shall be
payable  not  later  than  fourteen  (14)  days  prior to delinquency,
provided  Landlord  has  previously provided Tenant with a copy of the
Tax  bill  and  written  notice  to  pay  same.   Tenant's schedule of
payments   (annual  or  semi-annual)  shall  be  concurrent  with  and
proportionate  to  Landlord's  schedule  of  payments  to  the  taxing
authority.    Landlord  shall  furnish Tenant with proof of payment of
Taxes  within thirty (30) days after the delinquency date thereof.  If
Landlord  fails  to provide such proof of payment, Tenant may withhold
from  sums  coming  due under this Lease amounts sufficient to recover
Tenant's  tax  payment to Landlord.  In the event of assessments which
may  be  paid  in  installments  by  reason  of  bonding or otherwise,
Landlord may elect to make payment under the installment plan.  In any
event,  Tenant's payment obligations under this Article shall be as if
Landlord made payment over the longest period of time permitted by the
assessment  and  Tenant shall bear no liability as to installments due
following the expiration or earlier termination of this Lease.

          (c)  For  all  purposes of this Lease, the Tenant's pro-rata
share  is  defined  as  that  fraction  in  which the numerator is the
Leasable  Floor  Area in the Store and the denominator of which is the
Leasable Floor Area in the Shopping Center.  Such computation shall be
made separately for each tax year.

          (d)  Should the Tenant be in occupancy during only a portion
of  the  first  or  final  tax  year,  Tenant  shall be responsible to
Landlord  for  a  pro-rata  portion of its tax obligation as described
herein,  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 both for the Store and Common Areas.

     10.2 There  shall  be  excluded from the tax bill to which Tenant
contributes  for  the purposes of computing Tenant's share (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) assessments (not ad
valorem  taxes)  relating  to the initial construction of the Shopping
Center  or  capital  improvements  (but not replacements) subsequently
constructed therein or with respect thereto; (c) 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 (d) any increase in taxes caused by a "change
of  ownership"  as  defined  in  Section  60,  California  Revenue and
Taxation Code.

     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 on a pro rata basis within ten (10) days
of  receipt thereof by Landlord.  Any such rebate, refund or abatement
<PAGE>
realized  by  the Landlord prior to payment by the Tenant shall result
in an immediate reduction in the Tenant's proportionate share of taxes
then due to the Landlord.

     10.4 In the event the real property taxes on the Common Areas and
the improvements thereon are separately assessed from the buildings of
which  the  Store  forms  a  part, then in that event, Tenant shall be
responsible for its pro-rata share as described in Section 10.1(c), of
the taxes on the Common Areas and the improvements thereon.

     10.5 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 10.6
means contest, appeal, howsoever denominated.


                     ARTICLE 11 -- FIRE INSURANCE

     11.1 Landlord  will  maintain at all times during the Term an All
Risk  Policy  insuring  against damage to any portion of the Store and
the  Shopping  Center  (including the store fronts), and appurtenances
thereto.    Such  insurance shall be in (be 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, at least ten (10) days prior to
the  Commencement Date, and thereafter upon request of Tenant, provide
Tenant with a certification of such insurance coverage from an insurer
licensed  to  do  business  within  the  state  in  which the Store 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  Store  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 The  Tenant  shall  be responsible to reimburse the Landlord
its  pro-rata share of the premium costs of the insurance described in
Section  11.1  above.  Tenant's schedule of payments for reimbursement
shall  be  established  in  the  same  manner  as described in Section
10.1(b) above for taxes.  Tenant's pro-rata share for purposes of this
Article  shall be that fraction the numerator of which is the Leasable
Floor  Area  of the Store and the denominator of which is the Leasable
Floor  Area  in  the  entire  Shopping  Center, or improved structure,
covered  by  the  insurance policy which is the subject of the premium
provided, however, at Tenant's election, Tenant's pro-rata share shall
depend  on  the  size  and  value  of the Store and other improvements
insured  by  the  policy of insurance and the rate basis applicable to
each.

     11.3 Intentionally omitted.
<PAGE>
     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 Store and 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,  and  Landlord  shall,  to  the  extent  Tenant has, at
Tenant's  own  expense,  purchased casualty insurance coverage for the
entire  Shopping Center, pay over to Tenant any and all real insurance
premium  reimbursements  collected  by  Landlord from any of the other
Shopping  Center tenants and shall otherwise reimburse Tenant or cause
Tenant to be reimbursed for any and all costs of the Shopping Center's
casualty insurance in excess of Tenant's pro rata share of such costs.

     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
Store  ("Proceeds"),  if  under  one dollar ($1.00) per square foot of
Leasable  Floor  Area in the Store shall be paid directly to Landlord.
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 Landlord 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
Section 23.1 hereof.

     12.2 Landlord  shall  pay over to Tenant any and all sums paid to
Landlord  by other tenants of the Shopping Center as reimbursemnts for
the  costs of liability insurance coverage for the Shopping Center and
shall  otherwise reimburse Tenant or cause Tenant to be reimbursed for
any  and  all  costs  of  the Shopping Center's liability insurance in
excess of Tenant's pro rata share of such costs.
<PAGE>
     12.3 Each  policy  of  insurance  herein maintained by the Tenant
shall  provide  that:    (a)  the  same  is  not contributory with the
coverage  which  the  other  party  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.

     12.4 Tenant  agrees  to  deliver to the Landlord a certificate of
insurance  evidencing  the  existence  in  force  of  the  policies 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,  at  its  expense,
maintain  the Store and the entire Common Areas of the Shopping Center
in  good  repair and good condition throughout the Term of this Lease.
Landlord  shall  pay  over  to  Tenant  any  and all sums collected by
Landlord  from  other tenants of the Shopping Center as reimbursements
for  the  costs  of  maintaining  the Common Areas and shall otherwise
reimburse  Tenant  or  cause  Tenant  to be reimbursed for any and all
costs  of  maintaining  and  repairing  the  Common Areas in excess of
Tenant's pro rata share of such costs.

                  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 by Tenant 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  interior of the Store in a good and workmanlike
manner,  in  conformity  with  all  law, ordinances and regulations of
public  authorities  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 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 Shopping Center occupants and their 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.  As provided in Section
14.1  hereof,  the  Tenant  shall  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,  including having the areas well lighted during Tenant's normal
business  hours  and  until  11:00  P.M. every day (and until midnight
during the month of December).  

     18.2 In  no  event shall Tenant be responsible for payment of any
part  of  the  initial cost of improvements made by Landlord to 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,  but  in no event of less
capacity  than  on  the  first  day of the Term of this Lease.  Tenant
agrees  to  pay  all  use  charges for all utilities serving the Store
during the Term.

                        ARTICLE 20 -- CASUALTY     
                        
     20.1 Partial.   In the event that the Store shall be partially or
totally  destroyed, by fire or other casualty insurable under fire and
extended  risk  insurance,  so  as  to  become  partially  or  totally
untenantable  the  same  shall  be  repaired as speedily as reasonably
<PAGE>
possible  at  the expense of Landlord, unless Landlord shall elect not
to  rebuild  as  hereinafter  provided,  and during the period of said
repair or restoration, the rent hereunder shall abate to the extent of
that portion of the Premises that is untenantable.  

     20.2 Percent of Damage and Option to Terminate.  If more than 25%
of  the  Store  shall  be  destroyed  or  so damaged, by fire or other
casualty insurable under fire and extended risk coverage, as to become
(as  to said 25%) wholly untenantable, or in the event the Store shall
be  partially  or  totally destroyed by a cause or casualty other than
those  covered  by  fire and extended risk insurance, then in any such
event,  Landlord  may  , if it so elects, rebuild the Store or restore
the  Store  to  a  condition  good  and  fit  for  occupancy  wiyhin a
reasonable  time  after such destruction or damage, or may give notice
to  Tenant within 90 days after such damage or destruction terminating
this  Lease as of the date of such damage or destruction.  If Landlord
elects  to repair or restore the Store, it shall, within 90 days after
such damage or destruction, give Tenant notice of Landlord's intention
to  repair  and  proceed with reasonable speed to effect such repairs.
Unless  Landlord  elects  to  terminate  this Lease as aforesaid, this
Lease  shall  remain  in  full  force  and effect and rent shall abate
hereunder  during  the  period  of such repair and construction to the
extent of that portion of the Store that is untenantable.

     20.3 Landlord's Obligation of Restoration.  If Landlord elects or
is  obligated  to  repair  the  Store under the terms of this Article,
Landlord's  obligation  to  repair  shall  in  no  event  include  the
obligation  to  rebuild,  repair  or  replace Tenant's stock in trade,
fixtures,  furniture, furnishings, floor coverings and equipment.  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 Total.  In the event that the whole of the Premises, or such
portion  of  the Premises as will render the balance thereof incapable
of  being  restored  to  an  economic unit reasonably suitable for the
Tenant's  continued  occupancy for the purposes and uses for which the
Premises  are  leased,  shall  be permanently taken or condemned for a
public or quasi-public use or purpose by any competent authority, then
and  in either of those events, the Term of this Lease shall terminate
from  the  date  when possession of the Premises shall be required for
such public use or purpose.

     21.2      Partial.    In  the  event  only a part of the Premises
shall  be  taken  or  condemned  for  a  public or quasi-public use or
purpose  by  any  competent  authority  and the balance thereof can be
restored to an economic unit reasonably suitable for Tenant's purposes
by  the  expenditure  of  a sum not in excess of the award, this Lease
shall  not  terminate  and  Landlord,  at  its cost and expense, shall
within  a reasonable time, repair and restore the Premises.  Any award
paid  as a consequence of such taking or condemnation shall be paid to
Landlord,  and  shall  be applied, as far as necessary, to the cost of
repair  and  restoration.    Any  sums remaining unexpended after such
application  shall  be  retained  by and belong to Landlord.  From the
date  such  part  of  the  Premises  is actually taken, there shall be
equitable reduction of the Minimum Rent, and during the period of such
repair  and restoration, Minimum Rent will abate as to that portion of
the Premises which is untenantable.     
<PAGE>
     21.3      Landlord's  Option  to  Terminate.  In the event only a
part  of  the  Premises shall be taken or condemned for or a public or
quasi-public  use  or  purpose  by  any  competent  authority, and the
balance  thereof  can  be  restored  to  an economic unit suitable for
Tenant's  purposes,  but only by the expenditure of a sum in excess of
the  award,  or  in  the event any portion of the premises shall be so
taken  or  condemned  at  such time as the then remaining Term of this
Lease  is  less  than  25%  of the original Lease Term, then in either
event Landlord shall have the option of electing to repair and restore
the  Premises  or  terminate  this  Lease.   If the Landlord elects to
terminate  this  Lease,  it shall do so by notice in writing to Tenant
within  60  days of the rendition of the award and (in the event it is
terminated for the former reason) shall accompany such notice with the
certification of a duly licensed architect specifying the minimum cost
of  restoration (which specified cost shall be in excess of the amount
of  such  award).   Failure of the Landlord to serve such notice shall
constitute  election to restore and repair the Premises.  In the event
of  the  Lease termination pursuant to this paragraph, the termination
shall  be  effective  as of the date when possession of the portion of
the  Premises was required by the taking authority, and current rental
shall  in such case be apportioned as of the date of such termination,
and the award shall belong solely to Landlord.

     21.4 Distribution  of  Award.    All compensation awarded or paid
upon  such  a  total or partial taking of the Premises shall belong to
and  be  the  sole  property of Landlord, whether such compensation be
awarded  or  paid  as  compensation  for  diminution  in  value of the
leasehold or to the fee; provided, however, that Landlord shall not be
e n titled  to  any  award  made  to  Tenant  for  loss  of  business,
depreciation  to,  and  cost  of  removal of stock and fixtures.  Each
party  agrees to execute and deliver to the other all instruments that
may be required to effectuate the provisions of this Article 21.

                     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.

     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 Store, 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 from its obligations
hereunder  by  a  written  instrument  duly  authorized,  executed and
delivered  by  Landlord.   Without limiting any of the foregoing, upon
any  assignment  or sublet of this Lease or the Store by Tenant during
the  Option  Period  provided for by Article 6 and Section 1.6 hereof,
Tenant  shall  pay  to  Landlord  one half (1/2) of any and all profit
realized by Tenant as a result of such assignment or sublet.
<PAGE>
                      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
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 existing building and pylon
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  transacted by Tenant in the
Store, so long as those window signs are professionally prepared.  All
pylon  signs  at the Shopping Center will identify the Shopping Center
as "Sportmart Plaza."
     
                   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.
<PAGE>
               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
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
<PAGE>
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.

     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
<PAGE>
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.

     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 the first day of January, 1995.


                         LANDLORD
                         H-C Developers, as agent as aforesaid

                         By: /S/ ANDREW HOCHBERG
                         Its: 

                         TENANT 
                         Sportmart, Inc.

                         By: /S/ MITCHELL KAHN
                         Its:                               
<PAGE>                         
                         EXHIBIT D


                         Minimum Rent Schedule


     For  the  period  beginning  on the Commencement Date through and
including  August  31,  2003,  Minimum  Rent  shall be $225,000.00 per
annum.

     For  the  period  beginning  on  September  1,  2003  through and
including  August  31,  2008,  Minimum Rent shall be the lesser of (a)
$250,000.00  per  annum or (b) the Minimum Rent for the prior 60 month
period  increased  by  five  (5) times the increase in the CPI for the
immediately preceding 60 month period.

     For  the  period  beginning  on  September  1,  2008  through and
including  August  31,  2013,  Minimum Rent shall be the lesser of (a)
$275,000.00  per  annum or (b) the Minimum Rent for the prior 60 month
period  increased  by  five  (5) times the increase in the CPI for the
immediately preceding 60 month period.

     For  the  Option Period, Minimum Rent shall be the greater of (a)
$325,000.00  per  annum  or (b) the then prevailing fair market rental
for the Premises.

Minimum  Rent shall be payable monthly, in the manner set forth in the
Lease.

For  purposes  of  determining  Minimum  Rent  hereunder and under the
Lease, the "increase in the CPI" in each of the foregoing calculations
shall  be  the result of a fraction, the numerator of which is the CPI
for  the  month  of  September  preceding  the  effective  date of the
applicable  increase  and  the denominator of which is the CPI for the
month  of  September  preceding  the  immediately preceding sixty (60)
month period.

"CPI"  shall mean the Consumer Price Index-United States All Items for
All  Urban  Consumers  published by the Bureau of Labor Statistics for
the  U.S. Department of Labor.  If the CPI shall become unavailable or
if  it  shall  be substantially revised, the Landlord shall select and
substitute  therefor a comparable index reflecting changes in the cost
of  living or the purchasing power of the consumer dollar published by
any  government  agency,  a  major  bank  or  financial institution, a
university  or  a  recognized  financial publication, which comparable
index  shall  take  into  account  any  changes  in the methodology of
determining the CPI from that previously used.
<PAGE>