SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM T-1
 STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
 o
    
    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)
 WELLS FARGO BANK, NATIONAL ASSOCIATION
  A National Banking Association
    
    94-1347393(Jurisdiction of incorporation or
    
    (I.R.S. Employerorganization if not a U.S. national
    
    Identification No.)bank)101 North Phillips AvenueSioux Falls, South Dakota
    
    57104(Address of principal executive offices)
    
    (Zip code)
 Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17 th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
 
 Brown Shoe Company, Inc.
 New York
    
    43-0197190(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)8300 Maryland AvenueSt. Louis, Missouri
    
    63105(Address of principal executive offices)
    
    (Zip code)
 
 7 1/8% Senior Notes due 2019 and
Guarantees of the 7 1/8% Senior Notes due 2019




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GUARANTORS
 State or OtherJurisdictionof IncorporationExact Name of Obligor as Specified in its
    
    or
    
    I.R.S. Employer
    
    Address of PrincipalCharter
    
    Organization
    
    Identification No.
    
    Executive OfficesSidney Rich Associates, Inc.
    
    Missouri
    
    43-0910619
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Brown Group Retail, Inc.
    
    Pennsylvania
    
    25-1323027
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Brown Shoe International Corp.
    
    Delaware
    
    43-1375891
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Buster Brown & Co.
    
    Missouri
    
    43-1661024
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Bennett Footwear Group LLC
    
    Delaware
    
    04-3437154
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105American Sporting Goods Corporation
    
    Delaware
    
    13-3191696
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105The Basketball Marketing Company, Inc.
    
    Delaware
    
    23-2727003
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Edelman Shoe, Inc.
    
    Delaware
    
    20-0440392
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Shoes.com, Inc.
    
    Delaware
    
    95-4781822
    
    c/o Brown Shoe
Company, Inc., 8300
Maryland Avenue,
St. Louis, Missouri
63105Brown Shoe Company of Canada Ltd
    
    Canada
    
    Not applicable
    
    1857 Rogers Road,
Perth, Ontario,
Canada, K7H3E8




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Item 1.
    
    General Information. Furnish the following information as to the trustee:
 (a)
    
    Name and address of each examining or supervising authority to which it is subject.Comptroller of the Currency
Treasury Department
Washington, D.C.Federal Deposit Insurance Corporation
Washington, D.C.Federal Reserve Bank of San Francisco
San Francisco, California 94120(b)
    
    Whether it is authorized to exercise corporate trust
powers.The trustee is authorized to exercise corporate trust powers.
 Item 2.
    
    Affiliations with Obligor. If the obligor is an affiliate of the trustee,
describe each such affiliation.
   Item 15.
    
    Foreign Trustee. Not applicable.
 Item 16.
    
    List of Exhibits. List below all exhibits filed as a part of this Statement of
Eligibility.
 Exhibit 1.
    
    A copy of the Articles of Association of the trustee now in effect.*Exhibit 2.
    
    A copy of the Comptroller of the Currency Certificate of Corporate
Existence and Fiduciary Powers for Wells Fargo Bank, National Association,
dated February 4, 2004.**Exhibit 3.
    
    See Exhibit 2Exhibit 4.
    
    Copy of By-laws of the trustee as now in effect.***Exhibit 5.
    
    Not applicable.Exhibit 6.
    
    The consent of the trustee required by Section 321(b) of the Act.Exhibit 7.
    
    A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.Exhibit 8.
    
    Not applicable.Exhibit 9.
    
    Not applicable.




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*
    
    Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as
exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.**
    
    Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed
as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.***
    
    Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed
as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.




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WELLS FARGO BANK, NATIONAL ASSOCIATION/s/ Gregory S. ClarkeGregory S. ClarkeVice President




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Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION/s/ Gregory S. ClarkeGregory S. ClarkeVice President




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Dollar AmountsIn MillionsASSETSCash and balances due from depository institutions:Noninterest-bearing balances and currency and coin
    
    
    
    
    $
    17,369Interest-bearing balances
    
    
    
    
    
    74,672Securities:Held-to-maturity securities
    
    
    
    
    
    0Available-for-sale securities
    
    
    
    
    
    145,551Federal funds sold and securities purchased under agreements to resell:Federal funds sold in domestic offices
    
    
    
    
    
    6,481Securities purchased under agreements to resell
    
    
    
    
    
    10,955Loans and lease financing receivables:Loans and leases held for sale
    
    
    
    
    
    19,408Loans and leases, net of unearned income
    
    
    686,307LESS: Allowance for loan and lease losses
    
    
    18,779Loans and leases, net of unearned income and allowance
    
    
    
    
    
    667,528Trading Assets
    
    
    
    
    
    34,595Premises and fixed assets (including capitalized leases)
    
    
    
    
    
    8,062Other real estate owned
    
    
    
    
    
    5,290Investments in unconsolidated subsidiaries and associated companies
    
    
    
    
    
    588Direct and indirect investments in real estate ventures
    
    
    
    
    
    108Intangible assetsGoodwill
    
    
    
    
    
    20,936Other intangible assets
    
    
    
    
    
    27,181Other assets
    
    
    
    
    
    54,306Total assets
    
    
    
    
    $
    1,093,030LIABILITIESDeposits:In domestic offices
    


    
    

    
    $
    749,729Noninterest-bearing
    
    
    171,738Interest-bearing
    
    
    577,991In foreign offices, Edge and Agreement subsidiaries, and IBFs
    
    
    
    
    
    93,508Noninterest-bearing
    
    
    1,895Interest-bearing
    
    
    91,613Federal funds purchased and securities sold under agreements to repurchase:Federal funds purchased in domestic offices
    
    
    
    
    
    1,809Securities sold under agreements to repurchase
    
    
    
    
    
    14,094




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Dollar AmountsIn MillionsTrading liabilities
    
    
    19,802Other borrowed money(includes mortgage indebtedness and obligations under capitalized leases)
    
    
    38,506Subordinated notes and debentures
    
    
    17,445Other liabilities
    
    
    32,953Total liabilities
    
    $
    967,846EQUITY CAPITALPerpetual preferred stock and related surplus
    
    
    0Common stock
    
    
    519Surplus (exclude all surplus related to preferred stock)
    
    
    98,980Retained earnings
    
    
    19,029Accumulated other comprehensive income
    
    
    5,381Other equity capital components
    
    
    0Total bank equity capital
    
    
    123,909Noncontrolling (minority) interests in consolidated subsidiaries
    
    
    1,275Total equity capital
    
    
    125,184Total liabilities, and equity capital
    
    $
    1,093,030
  
  John Stumpf 
Dave Hoyt 
Michael Loughlin
    
    Directors