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                                                                  EXHIBIT (b)(4)

                       First Amendment to Note Agreement

      This First Amendment dated as of August 18, 1999 to the Note Agreement,
dated as of August 5, 1999, is between Worldwide Sports & Recreation, Inc., a
Delaware corporation (the "Company"), and The Northwestern Mutual Life Insurance
Company (the "Noteholder").

                                   Recitals:

      A.  The Company and the Noteholder have heretofore entered into the Note
Agreement, dated as of August 5, 1999 (the "Note Agreement"), pursuant to which
the Company issued its 12% Senior Subordinated Notes due August 5, 2007 in the
aggregate principal amount of $22,800,000 (the "Notes").  The Noteholder is the
owner and holder of 100% of the outstanding principal amount of the Notes.

      B.  The Company and the Noteholder now desire to amend the Note Agreement
in the respect, but only in the respect, hereinafter set forth.

      Now, therefore, the Company and the Noteholder, in consideration of good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:

          Section 9.1 of the Note Agreement is amended by deleting the first
          paragraph of the definition of "Total Indebtedness" and inserting in
          lieu thereof the following:

          "Total Indebtedness" shall mean, as of the date of any measurement,
          the total of (a) the average revolving loan balance outstanding under
          the Senior Credit Agreement as of the last day of each of the 12
          calendar months ended on and prior to the date of measurement, plus
          (b) the outstanding principal amount of the term loans outstanding
          under the Senior Credit Agreement as of the date of measurement, plus
          (c) the principal portion of Capital Lease Obligations and
          Indebtedness secured by purchase money Liens as of the date of
          measurement, plus (d) Indebtedness evidenced by the Notes as of the
          date of measurement, plus (e) all other Indebtedness of the Company
          and its Subsidiaries as of the date of measurement, minus (f) Junior
          Subordinated Indebtedness evidenced by the Seller Junior Subordinated
          Notes as of the date of measurement.

      This First Amendment shall be construed in connection with and as part of
the Note Agreement, and except as modified and expressly amended by this
amendment, all terms, conditions and covenants contained in the Note Agreement
and the Notes are hereby ratified and shall be and remain in full force and
effect.
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     Any and all notices, requests, certificates and other instruments executed
and delivered after the execution and delivery of this amendment may refer to
the Note Agreement without making specific reference to this amendment but
nevertheless all such references shall be deemed to include this amendment
unless the context otherwise requires.

     This First Amendment shall be governed by and construed in accordance with
Illinois law.
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     In Witness Whereof, the Company and the Noteholder have caused this
instrument to be executed, all as of the day and year first above written.


                                   Worldwide Sports & Recreation, Inc.



                                   By:__________________________________
                                     Its:_______________________________


                                   The Northwestern Mutual Life
                                      Insurance Company



                                   By:__________________________________
                                     Its:_______________________________
