<PAGE>

Confidential Treatment has been requested with respect to portions of the
agreement indicated with an asterisk [*]. A complete copy of this agreement,
including the redacted terms, has been separately filed with the Securities and
Exchange Commission.


                              E COMMERCE AGREEMENT
                              --------------------


     THIS E - Commerce Agreement dated the 23rd day of March, 1999 by and
between Global Sports Interactive, Inc., a Pennsylvania corporation (hereinafter
referred to as "GSI") with an address of 555 South Henderson Road, King of
Prussia, PA  19406 and Dunham's Athleisure Corporation (hereinafter referred to
as "Retailer") with an address of 5000 Dixie Highway, Waterford, Michigan.


                              W I T N E S S E T H:


     WHEREAS, GSI is in the business of creating and operating all aspects of an
E-Commerce Shopping Experience, including  servicing and fulfilling the on-line
retail sales of selected merchants; and

     WHEREAS, Retailer desires to enter into an exclusive agreement with GSI
pursuant to which GSI will act as an Outsourcing Company providing the
Retailer's on-line customers the complete E-Commerce Shopping Experience, all
upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.   DEFINITIONS.  As used herein, the following terms shall have the following
     -----------
     meaning:

     1.1  "Advertising Co-op and Discretionary Funds" shall mean amounts earned
          by or allocated to the Retailer by its vendors, the purpose of which
          is to advertise that vendor's brand or to use at the Retailer's
          discretion.

     1.2  "Categories" shall mean the various types of product groups (e.g.
          athletic footwear, camping, in line skates, etc.) offered for sale by
          the Retailer in its Land Based stores.

     1.3  "Closeout Merchandise" shall mean end of season or excess merchandise
          that is priced at a greater than normal discount.

     1.4  "Complete URL Integration" shall mean the display of Retailer's URL in
          all of Retailer's marketing and communications.
<PAGE>

     1.5  "Confidential Information" shall mean as that term is defined in
          paragraph 7.1 of this Agreement.

     1.6  "Cross Promotion" shall mean the use of the Retailer's URL, name and
          logo on other than the Retailer's Web Site for the purpose of
          promoting the Retailer's Web Site.

     1.7  "Customary Pricing Structure" shall mean the policy generally employed
          by the Retailer in determining the prices of merchandise in its Land
          Based Stores.

     1.8  "Customer Data" shall mean as that term is defined in paragraph 4.1 of
          this Agreement.

     1.9  "Data Bases" shall mean as that term is defined in paragraph 4.2 of
          this Agreement.

     1.10 "Defective Allowance" shall mean a discount granted by a manufacturer
          to a retailer as a result of defective merchandise received by the
          retailer and pursuant to which, the retailer also retains the
          merchandise.

     1.11 "Disclosing Party" shall mean the party disclosing Confidential
          Information.

     1.12 "Domain Name" shall mean as that term is defined in paragraph 1.1 of
          the Web Site Development Agreement (as hereinafter defined).

     1.13 "E-Commerce" shall mean the Retailer's specific business conducted
          through the Internet.

     1.14 "E-Commerce Orders" shall mean the orders for merchandise placed by
          customers of the Retailer's Web Site.

     1.15 "E-Commerce Outsourcing Partner" shall mean GSI.

     1.16 "E-Commerce Shopping Experience" shall mean the shopping for and
          purchasing of merchandise through the Internet.

     1.17 "Flight Date" shall mean the date on which Retailer's advertising is
          scheduled to run for the first time.

     1.18 "Force Majeure Event" shall mean as that term is defined in Article 18
          of this Agreement.

     1.19 "GSI Content" shall mean as defined in paragraph 1.6 of the Web Site
          Development Agreement.

                                       2
<PAGE>

     1.20 "In Line Merchandise" shall mean current merchandise available to be
          carried by the Retailer in its Land Based Stores from Retailer's
          current or future vendors.

     1.21 "Internet" shall mean the collection of interconnected networks that
          all use the TCP/IP protocols.

     1.22 "Land Based Stores" shall mean the Retailer's stores located in
          shopping districts, strip shopping centers and shopping malls.

     1.23 "Land Based Stores Gift Certificates" shall mean gift certificates
          offered for sale on the Retailer's Web Site for merchandise sold only
          in Retailer's Land Based Stores.

     1.24 "Launch Date" shall mean the date on which GSI commences operation of
          the Retailer's Web Site to the public.

     1.25 "Markdowns" shall mean merchandise in Retailer's inventory offered for
          sale at less than the price it was originally offered for.

     1.26 "Milestone Delivery Schedule" shall mean as defined in paragraph 1.5
          of the Web Site Development Agreement.

     1.27 "On Line Customer Loyalty Programs" shall mean programs established to
          encourage repeat business from on line customers.

     1.28 "On Line Merchandise" shall mean merchandise to be sold on the
          Retailer's Web Site.

     1.29 "Outsourcing Company" shall mean a company which provides E-Commerce
          Services for traditional Retailers.

     1.30 "Price Matching" shall mean a Retailer's policy pursuant to which it
          addresses another retailer's lower price on a particular item of
          merchandise.

     1.31 "Production Schedule" shall mean as defined in paragraph 1.9 of the
          Web Site Development Agreement.

     1.32 "Project Manager" shall mean an employee of Retailers who is assigned
          exclusively to work with GSI in supplying GSI with Retailer Content.

     1.33 "Receiving Party" shall mean the party receiving Confidential
          Information.

                                       3
<PAGE>

     1.34 "Retailer Content" shall mean as defined in paragraph 1.10 of the Web
          Site Development Agreement.

     1.35 "Retailer's Net Cost" shall mean the amount paid by the Retailer for
          merchandise from its vendors after deduction of cash or anticipation
          discounts, marketing allowance, Defective Allowance, volume allowance
          and any other discount offered by vendors, but excluding any marketing
          funds granted to Retailer by a manufacturer as an overall marketing
          allowance and not based upon the number of units or dollars purchased.

     1.36 "Retailer's Warehouse" shall mean the place at which Retailer receives
          delivery of merchandise from its vendors.

     1.37 "Revenue Share" shall mean as defined in paragraph 3.8 of this
          Agreement.

     1.38 "Special Make-Ups" shall mean merchandise manufactured for the
          Retailer exclusively.

     1.39 "Term" shall be as defined in Section 2.2 of this Agreement.

     1.40 "URL" shall mean the address of the Web Site on the Internet.

     1.41 "Web" shall mean the World Wide Web.

     1.42 "Web Site" shall mean as defined in paragraph 1.12 of the Web Site
          Development Agreement.

     1.43 "Web Site Development Agreement" shall mean the agreement by and
          between GSI and Retailer attached to this Agreement as Exhibit "A".


2.   AGREEMENT AND TERM
     ------------------

     2.1  Agreement.  During the Term GSI shall provide the Retailer with those
          ---------
          Web Site services as hereinafter specified.

     2.2  Term.  The Term of this Agreement shall commence upon the execution of
          ----
          this Agreement and shall expire ten (10) years after the Launch Date
          ("Expiration Date"). GSI shall use reasonable efforts to advise
          Retailer ten days prior to the expected Launch Date. The Launch Date
          shall occur between the period of October 1, 1999 and December 1, 1999
          ("Commencement Period"); provided however, unless

                                       4
<PAGE>

          the delay is caused by Retailer, in no event shall the Launch Date of
          Retailer's Web Site be later than thirty days after GSI launches its
          first retailer's web site. GSI's obligation to commence operation of
          the Web Site during the Commencement Period shall be contingent on
          Retailer complying with the deadlines set forth on the Milestone
          Delivery Schedule set forth on Attachment B to the Web Site
          Development Agreement and on the Production Schedule to be agreed upon
          by the parties. Retailer acknowledges the urgency of complying with
          the deadlines set forth in the Milestone Delivery Schedule and the
          Production Schedule and shall give GSI its full cooperation to ensure
          that such deadlines are satisfied. Notwithstanding anything contained
          herein to the contrary, in the event that the Retailer does not comply
          with such deadlines and GSI has given Retailer written notice of its
          failure to comply,then, for each day of such non compliance, the
          Commencement Period shall be extended by one day.

     2.3  Extension of Term.  At the expiration of the Term, this Agreement
          -----------------
          shall automatically terminate unless extended by the mutual agreement
          of both parties.


3.   OBLIGATIONS AND RIGHTS OF THE PARTIES
     -------------------------------------

     3.1  Creation of Retailer's Web Site.
          -------------------------------

          a.   GSI, at its own expense, shall create, maintain and operate a Web
               Site for the Retailer on the Web in accordance with the
               specifications attached to the Web Site Development Agreement. In
               connection therewith, simultaneous herewith, Retailer and GSI
               shall execute the Web Site Development Agreement.

          b.   The Web Site shall contain the Retailer's E-Commerce hopping
               Experience, the URL of which shall be www.Retailer.com. In
               addition, the Web Site shall contain any or all of the following
               information, as the Retailer shall elect: corporate information
               (e.g. historic background, mission statement, names of officers
               and directors), store locator, public financial information (e.g.
               SEC filings, annual reports), press releases, community programs,
               employment opportunities for in store or corporate positions,
               frequently asked questions and a "contact us" section.

                                       5
<PAGE>

          c.   Following the initial completion of the Web Site, the Retailer
               shall have the right to update the content thereof as follows:

               1)   Employment Opportunities - GSI will provide the Retailer
                    with the technology necessary so that the Retailer will be
                    able to update the employment opportunity portion of the Web
                    Site as frequently as it desires.

               2)   Public Financial Information -
                    a)   Stock Prices - Will be updated daily by a link to
                         another web site offering such information.

                    b)   SEC Filings and Annual Reports - SEC filings will be
                         provided by a link so long as the government makes such
                         filings available at no cost. Both SEC filings and
                         annual reports will be provided only if available in
                         portable document format; in the alternative, GSI will
                         provide the consumer with a form in order to request
                         such information from the Retailer's investor relations
                         department.

               3)   Store Locators - Will be updated by GSI as such information
                    changes and Retailer provides GSI with such information.

               4)   Frequently Asked Questions - Will be updated by GSI monthly
                    and Retailer provides GSI with such information.

               5)   Corporate Information - Will be updated by GSI as such
                    information changes and Retailer provides GSI with such
                    information.

               6)   Community Programs - Will be updated by GSI as such
                    information changes and Retailer provides GSI with such
                    information.

               7)   Press Releases - GSI will provide the Retailer with the
                    technology necessary so that the Retailer will be able to
                    post press releases on its Web site as it desires. Retailer
                    shall defend and hold harmless GSI, its employees, officers
                    and directors, agents and representatives from any liability
                    arising from the posting of press releases on the Retailer's
                    Web Site.

                                       6
<PAGE>

               8)   "Contact Us" Section - Will be updated by GSI as such
                    information changes and Retailer provides GSI with such
                    information.

          d.   GSI's use of Retailer's URL, Retailer's Content and any other
               Retailer information or material, whether confidential or not,
               shall be granted and continue only for the Term of this Agreement
               and shall not be used beyond the end of such Term.

     3.2  Creation and Maintenance of the Retailer's Web Site.
          ----------------------------------------------------

          GSI shall create and maintain a Web Site for the Retailer. Commencing
          with the execution of this Agreement and continuing through the Term,
          as may be extended, the Retailer, shall cooperate with GSI so as to
          enable GSI to create and maintain for the Retailer's consumers, the
          Retailer's Web Site. In connection therewith, the Retailer shall
          supply GSI with the Retailer Content (as that term is defined in the
          Web Site Development Agreement) required pursuant to the terms of the
          Web Site Development Agreement. This shall include, but not be limited
          to printed marketing information, data, text, audio files, video
          files, graphics and other assets necessary to create and maintain the
          Retailer's Web Site as more fully set forth on Attachment A to the Web
          Site Development Agreement. Notwithstanding anything contained herein
          to the contrary, and except as it relates to Special Make- Ups, it
          shall be GSI's responsibility to produce and maintain all camera ready
          product information for use on the Retailer's Web Site and Retailer
          shall have no responsibility therefor. With respect to Special Make-
          Ups, Retailer shall be responsible to provide GSI with sample product
          only in a sufficient amount of time to allow GSI to produce camera
          ready product information.

     3.3  Sale of Merchandise on the Retailer's  Web Site.
          ------------------------------------------------

          a.   GSI shall have the right to offer for sale on the Retailer's Web
               Site all Categories of merchandise offered for sale by the
               Retailer in its Land Based Stores Notwithstanding anything
               contained herein to the contrary, in no event shall GSI offer
               firearms for sale on the Retailer's Web Site. In addition, should
               Retailer disapprove of any items listed for sale on the
               Retailer's Web Site, and which are not listed for sale in the
               Retailer's Land Based Stores, upon five days prior notice from
               Retailer, GSI shall remove such item from the Retailer's Web
               Site.

                                       7
<PAGE>

          b.   Within the Categories, GSI shall have the right to offer for
               sale:

               1)   current in line merchandise ordered by the Retailer from its
                    vendors; and
               2)   current in line merchandise not carried by the Retailer in
                    its Land Based Stores, but available in those Categories
                    carried by the Retailer; provided however, no products will
                    be offered for sale on Retailer's Web Site which the
                    Retailer would not be authorized to sell by the manufacturer
                    in its Land Based Stores; and
               3)   Special Make-Ups; and
               5)   Closeout Merchandise; and
               6)   Markdowns of Retailer's inventory
               7)   Gift Certificates for On Line Merchandise

          [Items 1) through 7) are hereinafter referred to as "On Line
          Merchandise"]

          c.   In addition, GSI shall have the right to offer for sale Land
               Based Stores Gift Certificates for merchandise available in the
               Retailer's Land Based Stores. These certificates shall be
               provided to GSI on consignment as set forth in Paragraph 3.6
               below. Notwithstanding anything contained herein to the contrary,
               Retailer may elect not to offer Land Based Stores Gift
               Certificates for sale on its Web Site by notifying GSI of its
               decision no later than August 1, 1999.

          d.   In those instance where a written dealer agreement prohibits
               Retailer from selling a particular vendor's merchandise except in
               the Retailer's Land Based Stores, Retailer shall use its
               reasonable efforts to obtain all consents required to permit the
               sale of such merchandise on the Retailer's Web Site.

          e.   Within each Category, 1) provided that Retailer is authorized by
               the vendor to carry such item of merchandise; and 2) subject to
               GSI's rights pursuant to paragraph 3.4 g. below, GSI shall offer
               for sale on the Retailer's Web Site any item of merchandise
               offered for sale by a retailer on its web site and for whom GSI
               operates its web site.

     3.4  Prices of On-Line Merchandise.  GSI shall offer the On-Line
          -----------------------------
          Merchandise for sale on the Retailer's Web Site on the following
          basis:

                                       8
<PAGE>

          a.   If the On-Line Merchandise is the same as offered for sale in the
               Retailer's Land Based Stores, then it shall be offered for sale
               on-line at the same price as offered in Retailer's Land Based
               Stores. In order to facilitate this pricing, Retailer shall [*].
               Retailer acknowledges that this is essential in order to [*]; and

          b.   If the On-line Merchandise is not offered for sale in the
               Retailer's Land Based Stores, but is offered for sale on another
               retailer's web site operated by GSI then, subject to GSI's rights
               pursuant to paragraph 3.4 g. below, [*] at a price equal to [*]

          c.   If the Retailer offers the same merchandise at different prices
               in its Land Based Stores, then [*], but in no event shall such
               price be [*]; provided however, upon five days prior notice from
               Retailer, GSI may [*].

          d.   GSI shall add all applicable taxes and at its discretion, may add
               reasonable handling and delivery charges which are consistent
               with industry practice.

          e.   In order to ensure that GSI may [*] Retailer shall furnish GSI
               with copies of all [*] at least [*] prior to its [*].

          f.   The parties shall cooperate with each other so that the entire
               pricing process between GSI and Retailer may be accomplished
               electronically.

          g.   Retailer acknowledges that GSI, unless it elects to do so, [*].
               In such event, [*] shall have the right to [*]. In addition, if
               pursuant to this paragraph, GSI elects not to carry an item on a
               retailer's web site, GSI shall promptly remove such item from
               Retailer's Web Site.

          h.   In the event that [*] subject to GSI's rights pursuant to
               paragraph 3.4 g. above, [*] shall have the right to [*].

     3.5  GSI's Supply of On Line Merchandise.
          -----------------------------------

          a.   Invoicing and Shipping of On Line Merchandise.  At such time as
               ----------------------------------------------
               directed by GSI, the Retailer shall notify its vendors of In Line
               Merchandise, Special Make-Ups and Closeouts, that 1) GSI is the
               Retailer's E-Commerce Outsourcing Partner; 2) the vendors, for
               the benefit of the Retailer, should

                                       9
<PAGE>

               sell their merchandise to GSI at the same prices, with the same
               Advertising Co-op and Discretionary Funds and on the same terms
               and conditions as they sell their merchandise to Retailer;
               provided however, Retailer cannot assure GSI that with respect to
               merchandise shipped to Retailer on consignment, that vendors will
               provide GSI the same accommodation; and 3) such merchandise
               should be shipped and invoiced directly to GSI. The form of such
               notification shall be prepared by GSI and approved by Retailer.
               In the event that a vendor deems it more efficient to invoice
               Retailer for such merchandise, then the Retailer and GSI shall
               agree on the terms and conditions on which Retailer is willing to
               place such order for GSI at the Retailer's net cost. If the
               parties are able to agree on such terms and conditions, then
               Retailer shall thereafter order the merchandise and GSI shall pay
               for it as agreed. In such instances, GSI shall also pay the
               Retailer its pro rata share (based upon that portion of the
               shipment purchased by the Retailer for GSI as it relates to the
               entire shipment received by the Retailer from that vendor) of the
               actual freight costs from the manufacturer to the Retailer's
               point of receipt and the actual freight costs from the Retailer's
               point of receipt to GSI's fulfillment facility.

          b.   In Line Merchandise.   The Retailer shall advise GSI, no later
               --------------------
               than ten days after placing a purchase order with a vendor, of
               the Category, item ordered, net cost, Retailer's retail price and
               expected day of delivery to the Retailer's Warehouse.

          c.   Special Make-Ups. No later than five business days after ordering
               -----------------
               Special Make-Ups, Retailer shall advise GSI of the net cost,
               color selection and size range of such Special Make-Ups. GSI
               shall have the right to purchase up to [*] per cent of the
               Special Make-Up, proportionately as to size and color, as ordered
               by the Retailer. GSI shall have five business days to advise
               Retailer whether it desires to order any of the Special Make-Ups
               and, if so, the quantity thereof. Special Make-Ups shall be
               exclusive to Retailer's Web Site and shall not be made available
               for sale on the web site of any other retailer for whom GSI
               operates a web site. Retailer shall supply GSI with a sample of
               the Special Make-Ups ordered by GSI for sale on the Retailer's
               Web Site within ten days of obtaining such sample.

                                       10
<PAGE>

               Notwithstanding anything contained herein to the contrary, GSI
               recognizes that there may be instances where there will be an
               insufficient amount of a particular item of Special Make-Ups to
               warrant selling such merchandise on line. In such instances the
               Retailer shall not be required to offer such Special Make-Ups to
               GSI to sell on line; provided however, the Retailer acknowledges
               that with respect to Special Make-Ups ordered by Retailer for
               chainwide distribution, GSI does not anticipate that this will
               occur on a regular basis and this should be the exception rather
               than the usual occurrence. Further, GSI acknowledges that the
               Retailer may not be able to offer GSI certain Special Make-Ups
               which are not available in all of the Retailer's stores.

          d.   Closeout Merchandise.  Retailer shall advise GSI no later than
               ---------------------
               five business days after issuing a purchase order for Closeout
               Merchandise from a vendor. At that time, Retailer shall advise
               GSI of the cost, sizes and colors available and GSI shall have
               five business days after receipt of such information to advise
               Retailer that it will purchase, at Retailer's net cost, up to [*]
               per cent of the Closeout Merchandise to be received by Retailer,
               proportionately as to size and color, as ordered by Retailer.

               Notwithstanding anything contained herein to the contrary, GSI
               recognizes that there may be instances where there will be an
               insufficient amount of a particular item of Closeout Merchandise
               to warrant selling such merchandise on line. In such instances
               the Retailer shall not be required to offer such items of
               Closeout Merchandise to GSI to sell on line; provided however,
               the Retailer acknowledges that GSI does not anticipate that this
               will occur on a regular basis and this should be the exception
               rather than the usual occurrence.

               Any Closeout Merchandise purchased by GSI from Retailer shall be
               offered for sale by Retailer only on the Retailer's Web Site.

          e.   Markdowns. In the event that the Retailer has available Markdowns
               ----------
               which it would like to offer for sale on its Web Site solely at
               its discretion, it shall notify GSI and ship the Markdowns to
               GSI's fulfillment center. The Markdowns shall be shipped to GSI
               on consignment only. Retailer shall set the selling prices on the
               Markdowns; provided however,

                                       11
<PAGE>

              that GSI shall have no obligation to offer any Markdowns for sale
              on the Retailer's Web Site which GSI deems, in its sole
              discretion, would be inappropriate. Retailer shall receive [*] of
              the proceeds received from the sale of any Markdowns when sold,
              which shall be calculated as follows: [*]of the sale price plus
              the Retailer's [*] Revenue Share. By way of example only, if
              Retailer consigns an athletic shoe to GSI with an original price
              of $75.00 and a Markdown price of $50.00, if the Markdown is sold,
              Retailer shall receive [*] ([*] of $50.00 and [*] of $50.00). GSI
              shall account to Retailer for the sale of any Markdowns at the
              same time that it accounts to the Retailer for Retailer's Revenue
              Share.

          f.  The parties shall cooperate with each other so that the entire
              process set forth in paragraphs 3.3 a, b, c, and d between GSI and
              Retailer may be accomplished electronically.

          g.  In the event that GSI elects to open retail outlets in order to
              sell remaining On Line Merchandise, GSI covenants that during the
              Term of this Agreement, it will not open such an outlet within a
              ten mile radius of any Land Based Store owned and operated by the
              Retailer.

     3.6  Land Based Stores Gift Certificates.  Subject to Retailer's rights set
          ------------------------------------
          forth in 3.3 c. above, GSI shall offer for sale on the Retailer's Web
          Site gift certificates for merchandise in Retailer's Land Based Store.
          Retailer shall furnish such gift certificates to GSI on consignment.
          GSI shall remit to Retailer 90.5% of all proceeds received from the
          sale of Land Based Stores Gift Certificates, the balance being
          retained by GSI as its fee and to cover all costs, including credit
          card fees. GSI shall account to Retailer for all sales of such
          certificates at the same time as it accounts to Retailer for
          Retailer's Revenue Share from the sale of On Line Merchandise
          (excluding Land Based Stores Gift Certificates). The amount of
          proceeds from the sale of Land Based Stores gift certificates shall
          not be included in calculating Revenue Share.

     3.7  Processing of Customer Orders.  GSI shall be solely responsible for
          -----------------------------
          processing all E - Commerce business. GSI will promptly process E -
          Commerce Orders received from the Retailer's Web Site. GSI shall take
          the customer's credit card number at such time as the merchandise is
          ordered. GSI shall charge the customer's credit card at the time the
          merchandise is shipped. The

                                       12
<PAGE>

          order will appear on the customer's credit card under the name of
          "Retailer.com" and proceeds shall be deposited into GSI's designated
          bank account for full credit to GSI. GSI will make all arrangements
          for delivery of merchandise purchased on the Retailer's Web Site.

     3.8  Payment and Accounting of Revenue Share to Retailers.
          ----------------------------------------------------
          The Retailer shall receive a [*] per cent share of the revenue
          ("Revenue Share") on the amount of all E-Commerce Orders (excluding
          taxes, delivery, handling, and net of returns); provided, however,
          should [*] Within ten (10) days after the end of each calendar month
          during the Term (with the exception of the end of December, which
          shall be thirty days), GSI shall account to the Retailer for the sale
          of all On Line Merchandise from the Retailer's Web Site. At the time
          of such accounting, GSI shall remit to the Retailer its Revenue Share
          earned from the sale of On Line Merchandise on the Retailer's Web Site
          during the prior month. Remittance shall be by the wire transfer of
          funds to an account designated by Retailer.

          Within ninety (90) days of the end of each calendar year, GSI shall
          provide the Retailer with a statement certified by its independent
          auditors and setting forth the Revenue Share earned by the Retailer
          during the prior calendar year. For a period of two years after the
          Retailer receives such certified statement from GSI, Retailer, on one
          occasion, shall have the right to audit the books and records of GSI
          with respect to the Retailer's Revenue Share earned during the
          calendar year to which the certified statement relates. Such audit
          shall be conducted at GSI's principal office located in the
          continental United States on two weeks prior notice to GSI. In the
          event that the audit reveals that the Revenue Share was understated,
          GSI shall within thirty days of completion of the audit, pay to the
          Retailer the remaining balance of the Revenue Share for the period
          audited plus interest at the prime rate of interest as provided for in
          The Wall Street Journal on the date of the audit's certification. In
          addition, in the event that the audit reveals that the Revenue Share
          is understated by more than [*] per cent for the calendar year in
          question, GSI shall pay the additional amount owing and pay for the
          reasonable audit costs and this shall be Retailer's sole remedy. In
          the event that the audit reveals that the Revenue Share is
          underreported by more than [*] per cent in any year, then that shall
          be considered a material breach of this Agreement by GSI entitling
          Retailer to exercise its remedies set forth in paragraph 13.1 below.

                                       13
<PAGE>

     3.9  Service of On Line Customers.  GSI shall be responsible for providing
          ----------------------------
          all customer service relating to sales from the Retailer's Web Site.

     3.10 Return of On Line Merchandise.   GSI's return policy shall be
          -----------------------------
          consistent with the Retailer's return policy. With each shipment of
          merchandise, GSI shall specifically instruct all customers that all
          merchandise purchased on line may not be returned to the Retailer's
          Land Based Stores and may only be returned in accordance with the
          instructions enclosed; provided however, in the rare instance a
          customer desires to return On Line Merchandise to one of the
          Retailer's Land Based Stores, the Retailer, in order to maximize
          customer relations, shall accept such merchandise for return in
          accordance with the Retailer's return policy, and return the
          merchandise to GSI's fulfillment center. At the next such time that
          GSI pays the Retailer pursuant to paragraph 3.8 above, and upon
          receipt of such merchandise, GSI shall credit the Retailer the amount
          refunded by the Retailer to the customer and the actual freight
          charges incurred by Retailer in order to return the merchandise to
          GSI.

     3.11 On Line Customer Loyalty Programs. GSI shall have the right to
          ---------------------------------
          establish On Line Customer Loyalty Programs in order to encourage
          continued on line purchases. Customer Loyalty Programs established by
          GSI shall be used only in connection with on line purchases and
          Retailer's customer loyalty programs shall be used only in connection
          with purchases at the Retailer's Land Based Stores.

          Notwithstanding anything contained herein to the contrary, GSI shall
          not establish any On Line Customer Loyalty Programs without first
          obtaining the approval of Retailer. Retailer shall respond to a
          request for such approval from GSI within seven days of receiving the
          request. In the event Retailer fails to timely respond, GSI shall
          furnish Retailer with a notice marked "second request". If Retailer
          does not respond within two business days, GSI's request shall be
          deemed granted.

     3.12 Cross Promotion.  GSI shall have the right to use Retailer's URL, name
          ---------------
          and logo to cross promote Retailer's Web Site with other businesses in
          order to promote Retailer's Web Site; provided however, GSI shall not
          promote Retailer's Web Site on any other sporting good retailer's web
          site, or on any other web site which would generally be considered
          immoral, pornographic or offensive. Notwithstanding anything contained
          herein to the contrary, GSI shall not establish any Cross Promotions
          without first obtaining the approval of Retailer. Retailer shall
          respond to a request for such

                                       14
<PAGE>

          approval from GSI within seven days of receiving the request. In the
          event Retailer fails to timely respond, GSI shall furnish Retailer
          with a notice marked "second request". If Retailer does not respond
          within two business days, GSI's request shall be deemed granted.

     3.13  Price Matching.   In the event that the Retailer, at its Land Based
           --------------
          Stores offers a "Price Matching" policy, GSI's management shall have
          the right to use and adopt such policy for the Retailer's Web Site;
          provided however, GSI shall not under any circumstance, advertise or
          market the availability of this policy, and may offer it to customers
          only in GSI's sole discretion.

     3.14 Project Manager. Promptly after the execution of this Agreement, but
          ---------------
          in no event later than sixty days after such execution, Retailer, at
          its expense, shall hire or reassign one of its existing employees, to
          act as Project Manager to work exclusively with GSI in creating and
          maintaining the Retailer's Web Site. Commencing with the Project
          Manager's hiring and continuing through the Term, as may be extended,
          the Project Manager shall be the Retailer's liaison with GSI and shall
          be responsible for supplying GSI with the Retailer Content and such
          other information as may reasonably be required of the Retailer in
          order to create and maintain the Retailer's Web Site in the most
          efficient manner.

4.   ON-LINE DATA AND DATABASES
     --------------------------

     4.1  Ownership of Data.  Any and all data ("Customer Data") related to
          -----------------
          Retailer's customers (including customer names and other identifying
          information such as addresses, phone numbers and e-mail addresses,
          credit card numbers, and descriptions of the items and quantities of
          items purchased) that is collected by GSI shall be owned [*].

     4.2  Ownership of Databases.  All data structures, data schema, database
          ----------------------
          dictionaries, attributes, validation tests for each element, table
          sizes and formats, access requirements, data dependencies and other
          elements involving the storage of Data on the Web Site and all
          refinements, updates, releases, improvements and enhancements thereto,
          all intellectual property rights embedded therein and all applications
          created specifically for use of the data and Retailer Content
          (collectively, the "Databases") shall, as between GSI and Retailer, be
          the sole and exclusive property of GSI.

     4.3  Delivery of Customer Data to Retailer.  From time to time, but no more
          -------------------------------------
          than four (4) times per calendar year,

                                       15
<PAGE>

          Retailer may request that GSI provide to Retailer any or all of the
          following information collected from the Customer Data:

          a.   customer's names;
          b.   customer's addresses;
          c.   customer's phone number;
          d.   customer's e-mail address;
          e.   items purchased;
          f.   amount spent;
          g.   information as to how customer reached Web Site;
          h.   refers;
          i.   unique visitors to site;
          j.   page views per site;
          k.   top ten most viewed pages;
          l.   bottom ten least viewed pages;
          m.   time of day traffic patterns;
          n.   sales by product and brand;
          o.   customer comments and complaints (shall be furnished on a monthly
               basis);
          p.   additional information at GSI's discretion.

     Upon receipt of such request, GSI shall provide the Customer Data to
     Retailer in a mutually agreeable, commercially standard format, either via
     diskette, CD-ROM, electronically, or via another mutually agreeable method.
     GSI shall use commercially reasonable efforts to ensure that the Customer
     Data provided to Retailer accurately and completely reflects the Customer
     Data in the Web Site, but GSI shall have no obligation to check the
     accuracy, validity or integrity of the Customer Data and except as set
     forth in this Section 4.3, the Customer Data is provided "AS-IS".

     4.4  Restrictions on Use of Customer Data.  Each party shall treat the
          ------------------------------------
          Customer Data as Confidential Information of the other party in
          accordance with the provisions of Article 7. Neither party may sell,
          lend, or license the Customer Data to third parties without the prior
          written consent of the other party, which consent may be withheld at
          the sole discretion of the other party; provided however, Retailer
          grants to GSI the right to combine all retailers' Customer Data to
          form trends and overall research as to the on line shopping habits of
          consumers. Prior to furnishing such Customer Data to a third party,
          GSI shall provide Retailer a copy thereof, which Retailer may retain
          for its own personal use in connection with the operation of its
          business. If Retailer finds any Customer Data reported therein which
          is so regionally specific that an executive in the sporting goods
          industry could reasonably identify the Retailer from such Customer
          Data, Retailer may, within ten days of receipt, notify GSI, and GSI
          shall amend the Customer Data to delete such

                                       16
<PAGE>

          references which are objectionable to Retailer on those grounds.

5.   ADVERTISING AND MARKETING
     -------------------------

     The Retailer shall,commencing no later than October 1, 1999, and continuing
     during the Term, and any extensions thereof, at no cost to GSI provide for
     Complete URL Integration in its advertising and marketing by:

     5.1  prominently including as part of all of its print media including but
          not limited to newspapers, periodicals, circulars, billboards, print
          materials, letterhead, business cards, shopping bags, cash register
          receipts and arena advertising) its URL, www.Retailer.com.; and

     5.2  prominently including, at the end of its television advertising, its
          URL; and

     5.3  mentioning its URL at the end of all radio advertisements.

     Notwithstanding anything contained herein to the contrary, the Retailer may
     a) exhaust its present inventory of print media and b) rerun existing
     television and radio advertisements that do not contain the Retailer's URL,
     but all new orders of print media and all new productions of television
     and/or radio advertisements shall prominently contain the Retailer's URL.

     All advertisements and marketing appearing in newspapers, circulars and
     periodicals shall contain the following disclaimer: "On Line Merchandise
     offerings may vary from products offered in Dunham's store."

6.   ADVERTISING COOP AND DISCRETIONARY FUNDS
     ----------------------------------------

     6.1  During the Term and any extensions thereof, GSI shall use all
          Advertising Co-op and Discretionary Funds received by GSI directly
          from vendors as a result of the purchase of merchandise for the
          Retailer's Web Site exclusively, to promote the Retailer's Web Site,
          as GSI shall elect. All such proposed advertisements shall be
          submitted to the Retailer for the Retailer's approval as to content
          and design. The Retailer shall have five business days from receipt to
          either approve or disapprove. In the event that the Retailer
          disapproves, it shall advise GSI specifically as to why and GSI shall
          attempt to address the Retailer's concerns and resubmit the proposal
          to Retailer for its approval, which shall again have forty eight hours
          from receipt to approve or disapprove. This procedure shall continue
          until the advertisement has been

                                       17
<PAGE>

          approved or replaced. In all instances where approval is requested of
          the Retailer, in the event the Retailer does not respond within the
          aforementioned forty eight hours, Retailer shall be deemed to have
          granted approval.

     6.2  Any Advertising Co-op and Discretionary Funds received by the Retailer
          through the Retailer's purchase of product for GSI, ultimately for the
          Retailer's Web Site, may be retained by the Retailer; provided
          however, Retailer acknowledges that it is preferential for Retailer's
          vendors to sell to GSI directly and both Retailer and GSI shall
          request Retailer's vendors to do so.

     6.3  Retailer shall retain from vendors any non item driven marketing
          funds; however, Retailer shall use its reasonable efforts to obtain
          from vendors incremental marketing funds based upon an increase in the
          sale of the vendor's merchandise on the Retailer's Web Site. Any such
          incremental marketing funds shall belong to GSI and shall be used in
          accordance with paragraph 6.1 above.

7.   CONFIDENTIALITY
     ---------------

     7.1  Confidential Information.  Each party acknowledges that, in connection
          ------------------------
          with the performance of this Agreement, it may receive Confidential
          Information of the other party. For the purpose of this Agreement,
          "Confidential Information" shall mean information or materials that is
          clearly marked "confidential" or the Receiving Party knows has reason
          to know is the confidential or proprietary information of the
          Disclosing Party, either because a) such information is marked or
          otherwise identified by the Disclosing Party as confidential or
          proprietary, or b) such information has commercial value and is not
          generally known in the Disclosing Party's trade or industry.
          Confidential Information shall include, without limitation:  (a)
          concepts and ideas relating to the development and distribution of
          content in any medium; (b) trade secrets, drawings, inventions, know-
          how, software programs, and software source documents; (c) information
          regarding plans for research, development, new service offerings or
          products, marketing and selling, business plans, business forecasts,
          budgets and unpublished financial statements, licenses and
          distribution arrangements, prices and costs, suppliers and customers;
          and (d) existence of any business discussions, negotiations or
          agreements between the parties.

     7.2  Confidentiality.  The Receiving Party hereby agrees: (i) to hold and
          ---------------
     maintain in strict confidence all

                                       18
<PAGE>

     Confidential Information of the Disclosing Party and not to disclose it to
     any third party; and (ii) not to use any Confidential Information of the
     Disclosing Party except as permitted by this Agreement or as may be
     necessary for the Receiving Party to perform its obligations under this
     Agreement. The Receiving Party will use at least the same degree of care to
     protect the Disclosing Party's Confidential Information as it uses to
     protect its own Confidential Information of like importance, and in no
     event shall such degree of care be less than reasonable care. The
     obligations and restrictions imposed by this Article 7 shall terminate five
     (5) years after the expiration or termination of this Agreement.

     7.3  Exceptions.  Notwithstanding the foregoing, the parties agree that
          ----------
          Confidential Information will not include any information that: (i)
          was in the public domain at the time it was communicated to the
          Receiving Party by the Disclosing Party; (ii) entered the public
          domain subsequent to the time it was communicated to the Recipient by
          the Disclosing Party through no fault of the Receiving Party; (iii)
          was in the Receiving Party's possession free of any obligation of
          confidence at the time it was communicated to the Receiving Party by
          the Disclosing Party; (iv) was rightfully communicated to the
          Receiving Party by a third party, free of any obligation of
          confidence, subsequent to the time it was communicated to the
          Receiving Party by the Disclosing Party; (v) was developed by
          employees or agents of the Receiving Party independently of and
          without reference to any information communicated to the Receiving
          Party by the Disclosing Party; or (vi) was communicated by the
          Disclosing Party to an unaffiliated third party free of any obligation
          of confidence. In addition, the Receiving Party may disclose the
          Disclosing Party's Confidential Information in response to a valid
          order by a court or other governmental body, as otherwise required by
          law, or as necessary to establish the rights of either party under
          this Agreement; provided however, in the event that the Receiving
          Party receives a demand to disclose such Confidential Information in
          connection with a legal action or proceeding, the Receiving Party, if
          possible, shall first notify the Disclosing Party of the demand in
          order to provide the Disclosing Party an opportunity to seek a
          protective order.

     7.4   Confidentiality of this Agreement. Retailer and GSI acknowledge  that
           ---------------------------------
          the terms and conditions of this Agreement constitute Confidential
          Information which shall be governed by the terms of this Article 7.

                                       19
<PAGE>

     7.5   Confidentiality of Customer Data and Retailer's Policies.
           --------------------------------------------------------

          GSI acknowledges that it will be receiving from Retailer, and
          generating from the performance of its obligations under this
          Agreement, Confidential Information critical to the Retailer's
          business and concerning Retailer's customers and various information
          concerning the operation of Retailer's business may include net
          purchasing prices, advertising co-op and discretionary fund amounts,
          specific marketing plans, specific on line sales and delivery dates of
          merchandise. GSI recognizes its obligation to keep such information
          confidential. Therefore, all GSI employees who may have access to any
          such Confidential Information will be required to execute
          confidentiality agreements and GSI shall use its best efforts to
          enforce the terms thereof. Such confidentiality agreements will
          specifically provide that the employee shall not discuss with any
          other retailers who may or may not be customers of GSI, any
          information concerning the Retailer or its customers.

          Further, GSI acknowledges it is associated with other subsidiaries of
          GSI's parent corporation, Global Sports, Inc. GSI therefore represents
          and warrants to Retailer that it will establish a "Need to Know"
          policy with respect to such Confidential Information and only
          disseminate such Confidential Information to those employees and
          members of GSI's management who have a specific need to know such
          Confidential Information. In those instances, prior to the
          dissemination of such Confidential Information to those individuals,
          they will be required to execute confidentiality agreements
          specifically prohibiting such disclosure of such Confidential
          Information to anyone, except as otherwise permitted by the terms of
          this Agreement.

8.   EXCLUSIVE WEB AGREEMENT
     -----------------------

     During the Term and any extensions thereof, the Retailer, any subsidiary of
     the Retailer, shall not sell any sporting goods merchandise on the Internet
     (including the Web), nor use itself or allow a third party to use its URL,
     name or logo on the Web for the purpose of facilitating the sale of
     merchandise on the Web other than through GSI.

     Notwithstanding anything contained herein to the contrary, should Retailer
     be acquired by another established retailer who changes the name of
     Retailer to the acquirer's tradename, and should such acquirer have an
     existing web site,then this Agreement shall become non exclusive for the
     remainder of the Term. In addition, should Retailer acquire another
     retailer which has a web site, and change the name of that retailer to

                                       20
<PAGE>

     Retailer's tradename, then Retailer shall cease to use the acquired
     retailer's web site. If Retailer acquires another retailer which has a web
     site, and does not change the name of that Retailer to Retailer's
     tradename, then Retailer may continue to use the acquired retailer's web
     site.

9.   URL, NAME AND LOGO USAGE
     ------------------------

     During the Term, the Retailer hereby grants to GSI the exclusive right to
     use, copy, modify and display the Retailer's name, logo and URL and such
     other names and logos as the Retailer owns and as may be listed on Schedule
     "1" attached hereto and made a part hereof, on the Retailer's Web Site, on
     invoices and packing slips, in connection with credit card charges, a toll
     free Web site customer service telephone line, and generally in connection
     with the operation of GSI's on-line business; provided however, GSI shall
     have no right to modify Retailer's name, logo or URL without Retailer's
     consent.  Such Schedule shall be modified from time to time during the Term
     to add any new names and logos which the Retailer may register with the
     United States Patent and Trademark Office.

     Retailer shall register the fictitious name "Retailer.com" and grants to
     GSI the exclusive right to use such name for the sole purpose of conducting
     business on the Retailer's Web Site. Retailer shall also register the
     domain name www.Retailer.com and grants to GSI the exclusive right to use
     such domain name in connection with the operation of the Retailer's Web
     Site. GSI's exclusive rights shall terminate at the end of the Term of this
     Agreement.

10.  REPRESENTATIONS AND WARRANTIES.
     -------------------------------

     10.1 Retailer represents and warrants that at all times during the Term
          hereof or any extensions thereof:

          a.   it has or will have the full right to grant to GSI the right to
               use its URL, names and logos as discussed in Article 9 above,
               including its Domain Name; and

          b.   Prior to the Launch Date, if not already completed, Retailer
               shall register and maintain the Domain Name "Retailer.com" with
               Network Solutions or any similar successor entity. Retailer shall
               list itself as the owner and billing contact for the Domain Name
               "Retailer.com" and Retailer shall list GSI as the administrative
               and technical contact for the Domain Name "Retailer.com".

                                       21
<PAGE>

     10.2 Each party represents and warrants to the other party that: (i) it is
          a corporation duly organized, validly existing and in good standing
          under the laws of its state of incorporation and that it has the power
          and authority to enter into this Agreement and the transactions
          contemplated herein; (ii) the consummation of the transactions
          described by this Agreement shall not conflict with or result in a
          breach of any of the terms, provisions or conditions of its Articles
          of Incorporation or Bylaws, or any statute or administrative
          regulation or of any order, writ, injunction, judgment or decree of
          any court, regulatory or governmental authority or of any agreement or
          instrument to which it is a party or by which it is bound or
          constitute a default thereunder; and (iii) this Agreement has been
          duly authorized, executed and delivered by it and this Agreement is
          valid, enforceable and binding upon each party in accordance with its
          terms.

     10.3 GSI represents and warrants that at all times during the term hereof
          or any extensions thereof:

          a.   No other Full Line Sporting Goods E-Commerce Partner (as
               hereinafter defined) of GSI [*]. Notwithstanding anything
               contained herein to the contrary, Retailer acknowledges that, a
               Full Line Sporting Goods E-Commerce Partner of GSI [*] and, as
               such, should that Full Line Sporting Goods E-Commerce Partner of
               GSI [*]. By way of example only, the terms of this representation
               and warranty shall not apply to [*]. As used herein, a Full Line
               Sporting Goods E-Commerce Partner shall refer to a sporting goods
               retailer which carries in its Land Based Stores, merchandise in a
               variety of Categories such as (by way of example only) baseball,
               basketball, golf, bowling, football, hockey, aerobics and
               fishing.

          b.   As of the Launch Date and continuing throughout the Term, GSI
               shall have a minimum, including Retailer, of 1) [*] Full Line
               Sporting Goods E-Commerce Partners, each (excluding Retailer)
               with annual Land Based Store Sales of more than [*] dollars [*] ;
               and 2) [*] other sporting good E-Commerce partners, which are
               either a) Full Line Sporting Goods E-Commerce Partners or b)
               Specialty Store E-Commerce Partners (as hereinafter defined) so
               that the total Land Based Store sales of all of GSI's E-Commerce
               Partners annually exceed [*] dollars [*]. As used herein,
               "Specialty Store E-Commerce Partners" shall mean sporting goods
               retailers which sell limited categories of sporting goods (i.e.

                                       22
<PAGE>

               athletic footwear) and are not considered a Full Line Sporting
               Goods E-Commerce Partner. In determining the annual Land Based
               Store Sales of a retailer, the sales of all franchisees shall be
               included. In the event that GSI is notified by Retailer that it
               is in violation of this representation and warranty, then,
               notwithstanding anything contained in this Agreement to the
               contrary, GSI shall have one year from the date of such
               notification to make such agreements as are necessary to make
               this representation true and correct. This shall not include a
               violation of this representation and warranty as of the Launch
               Date, which shall be deemed a breach of this provision with no
               cure period.

          Should any of the representations and warranties made by GSI in
          Section 10.3 a. above become materially false and not corrected within
          the time permitted, then Retailer's sole remedy shall be to terminate
          this Agreement and neither party shall have any further liability
          hereunder.

11.  INDEMNIFICATION
     ---------------

     11.1 Retailer, at its own cost and expense, shall defend, indemnify and
          hold harmless GSI and any of its officers, directors, employees or
          agents from and against all damages, expenses, liabilities and other
          costs (including reasonable attorneys fees and court costs) arising as
          a consequence of GSI providing services pursuant to this Agreement a)
          from or related to a claim that GSI infringes a third party copyright,
          trademark or trade secret relating to Retailer's tradename or any
          other name set forth on Schedule 1 to this Agreement; or b) from
          Retailer's gross negligence, wilful or intentional misconduct.

     11.2 GSI, at its own cost and expense, shall defend, indemnify and hold
          harmless Retailer and any of its officers, directors, employees or
          agents from and against all damages, expenses, liabilities and other
          costs (including reasonable attorneys fees and court costs) arising a)
          from a claim made by any consumer that is related in any way to the
          Retailer's Web Site or GSI's services to Retailer provided pursuant to
          this Agreement, but excluding a claim for which GSI would have the
          right to indemnification pursuant to Paragraph 11.1 above, or b) from
          GSI's gross negligence, wilful or intentional misconduct and arising
          as a consequence of GSI providing services pursuant to this Agreement.

                                       23
<PAGE>

     11.3 Retailer shall have sole control of any defense of any claim made
          pursuant to Section 11.1 above, but GSI shall cooperate with Retailer
          in providing such defense.

     11.4 GSI shall have sole control of any defense of any claim made pursuant
          to Section 11.2 above, but Retailer shall cooperate with Retailer in
          providing such defense.

     11.5 Any party seeking indemnification shall notify the other party as soon
          as possible after such party seeking indemnification becomes aware of
          the claim.

12.  INSURANCE
     ---------

     12.1 GSI shall maintain in full force and effect products liability
          insurance coverage for merchandise sold on Retailer's Web Site. Such
          policy shall name Retailer as an additional insured.

     12.2 GSI shall deliver to Retailer certificates of insurance which
          stipulate that no less than ten days notice will be given to Retailer
          prior to the termination of the policy.

13.  TERMINATION
     -----------

     13.1 Termination for Cause by Either Party.
          -------------------------------------

          a.   This Agreement may be terminated by either party in the event of
               any material breach of any of the terms and conditions of this
               Agreement by the other party which breach continues in effect
               after the breaching party has been provided with written notice
               of breach and ninety (90) days to cure such breach and fails to
               cure such breach. As used herein, "material breach" shall mean a
               failure by a party to this Agreement to perform any of its
               obligations the effect of which would substantially impair the
               value of this Agreement to the other party. By way of example
               only and not by way of limitation, GSI's failure to operate the
               Retailer's Web Site according to commercially reasonable
               standards as they are established today and as they may continue
               to develop during the Term of this Agreement, failure to pay the
               Retailer its Revenue Share (or any other amount due to Retailer
               hereunder) or failure to provide customer service equivalent to
               that provided by other reputable on line retailers, would be a
               material breach of this Agreement by GSI. Retailer's failure to
               comply with its obligations pursuant to Section 5 above, or
               failure to provide GSI with the Retailer Content

                                       24
<PAGE>

               necessary to construct and/or maintain the Retailer's Web Site,
               would be a material breach of the Retailer's obligations under
               this Agreement.

          b.   In addition to the right to terminate this Agreement as a result
               of a material breach of this Agreement, either party may
               terminate this Agreement in the event that the sale of On Line
               Merchandise on the Retailer's Web Site does not equal or exceed
               the following minimum requirements ("Inadequate Sales"):

                    YEAR            WEB SITE SALES
                    ----            --------------

                    2001            $[*]
                    2002            $[*]
                    2003            $[*]
                    2004            $[*]
                    2005            $[*]
                    2006            $[*]
                    2007            $[*]
                    2008            $[*]
                    2009            $[*]

               In the event that a party desires to terminate this Agreement as
               a result of Inadequate Sales it shall do so by notifying the
               other party within thirty days of receiving the audited report of
               sales on the Retailer's Web Site from GSI's independent auditor
               by sending written notice to the other party of its intention to
               do so. In such event the termination shall be effective sixty
               days after receipt of such notice by the party receiving it.
               Notwithstanding anything contained herein to the contrary, should
               the Retailer elect to terminate this Agreement as a result of
               Inadequate Sales, GSI shall have the option to void the
               termination notice by paying to the Retailer [*] dollars within
               thirty days of receipt of the Retailer's termination notice. In
               such event, the Retailer's termination notice shall be null and
               void and this Agreement shall remain in full force and effect.

               RETAILER ACKNOWLEDGES THAT RETAILER'S RIGHT TO TERMINATE THIS
               AGREEMENT AS A RESULT OF INADEQUATE SALES IS UNIQUE TO THE
               RETAILER AND DISCLOSURE OF SUCH WOULD CAUSE GSI IRREPARABLE HARM.
               ACCORDINGLY RETAILER REAFFIRMS ITS OBLIGATION SET FORTH IN
               ARTICLE SEVEN ABOVE TO KEEP THIS PROVISION AND THE OTHER TERMS OF
               THIS AGREEMENT CONFIDENTIAL, EXCEPT AS DISCLOSURE MAY BE
               PERMITTED PURSUANT TO ARTICLE SEVEN ABOVE.

                                       25
<PAGE>

     13.2 Termination for Cause Only by GSI.  GSI may terminate this Agreement
          ---------------------------------
          by giving five days prior written notice to Retailer of its election
          to terminate upon the occurrence of any of the following events:

               a.   any representation or warranty contained herein becomes
                    materially false or misleading; or

               b.   closure by Retailer of more than one third of its  Land
                    Based Stores; or

               c.   the filing for protection by the Retailer under  any federal
                    or state bankruptcy law.

     13.3 Termination Without Cause by Either Party.  In the absence of a
          -----------------------------------------
          material breach, this Agreement may only be terminated by the
          expiration of the Term, as may be extended pursuant to Section 2.3
          above.

14.  LIMITATIONS UPON LIABILITY
     --------------------------

     UNDER NO CIRCUMSTANCES SHALL GSI BE LIABLE TO RETAILER FOR ANY INDIRECT,
     INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (REGARDLESS OF
     WHETHER SUCH DAMAGES ARISE OUT OF CONTRACTUAL, NEGLIGENCE OR OTHER LEGAL
     THEORIES) ARISING FROM OR RELATED TO RETAILER'S OR RETAILER'S CUSTOMERS'
     USE OF OR INABILITY TO ACCESS ANY PART OF THE INTERNET OR RETAILER'S OR
     RETAILER'S CUSTOMERS' RELIANCE ON OR USE OF INFORMATION, SERVICES OR
     MERCHANDISE PROVIDED ON OR THROUGH THE WEB SITE OR THE SERVICES, OR THAT
     RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR DELETION OF
     FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY
     FAILURE OF PERFORMANCE.  IN NO EVENT SHALL GSI BE LIABLE TO RETAILER UNDER
     THIS AGREEMENT FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE THE AMOUNTS
     PAID TO RETAILER DURING THE [*] MONTHS PRECEDING THE LAST ACT OR
     OMISSION GIVING RISE TO SUCH LIABILITY. IN ADDITION, RETAILER SHALL BE
     ENTITLED TO SEEK EQUITABLE RELIEF FROM THE COURT. THE REMEDIES SET FORTH IN
     THIS ARTICLE 14 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO
     RETAILER UNDER THIS AGREEMENT.  IN NO EVENT SHALL EITHER PARTY BE LIABLE IN
     ANY RESPECT FOR CLAIMS BROUGHT MORE THAN TWELVE (12) MONTHS AFTER THE LAST
     ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

15.  PROPERTY RIGHTS AND OWNERSHIP
     -----------------------------

     The Retailer's Web Site shall consist of, and shall operate in conjunction
     with, multiple elements, all of which are subject to certain intellectual
     property rights.  The parties'

                                       26
<PAGE>

     respective rights with respect to such elements shall be as set forth
     below. For purposes of this Agreement, the term "Ownership" shall refer to
     ownership of all right, title and interest in and to the respective
     elements, including, but not limited to, all patent, copyright, trade
     secret, trademark and any other similar intellectual property rights
     therein, as applicable.

          15.1  Retailer's URL shall be owned solely by the Retailer;

          15.2  Retailer's Web Site shall be owned solely by GSI;

          15.3  Software developed for the Retailer's Web Site, shall be owned
                solely by GSI, subject to any authorizations to use and
                approvals obtained by the Retailer and granted to GSI.

     With respect to intellectual property owned by each of them, Retailer and
     GSI shall both have rights associated with the ownership of intellectual
     property, including the right to copyright web sites and domains.

16.  GSI'S TWENTY DAY PERIOD TO EXECUTE
     ----------------------------------

     Retailer shall execute this Agreement first and deliver such executed
     Agreement to GSI which shall thereafter have twenty days from receipt to
     countersign the Agreement. During such twenty day period, Retailer shall
     have no right to withdraw the agreements which it executed and delivered to
     GSI.

17.  DISCONTINUANCE OR REGULATION OF THE INTERNET.
     ---------------------------------------------

     Retailer acknowledges and agrees that the Internet (including without
     limitation the Web) is a network of private and public networks, that GSI
     has no control over the Internet, and that GSI is not liable for the
     discontinuance of operation of any portion of the Internet or possible
     regulation of the Internet which might restrict or prohibit the operation
     of the Web site.

18.  FORCE MAJEURE
     -------------

     In the event that either party is unable to perform any of its obligations
     under this Agreement or to enjoy any of its benefits because of any event
     beyond the control of the affected party including, but not limited to,
     natural disaster, acts of God, actions or decrees of governmental bodies or
     failure of communications lines or networks (a "Force Majeure Event"), the
     party who has been so affected shall promptly give written notice to the
     other party and

                                       27
<PAGE>

     shall use its best efforts to resume performance. Upon receipt of such
     notice, all obligations under this Agreement shall be immediately suspended
     for the duration of such Force Majeure Event.

19.  WAIVER
     ------

     No delay or failure on the part of any party hereto in exercising any
     right, power or privilege under this Agreement shall impair any such right,
     power or privilege or be construed as a waiver of any default or any
     acquiescence therein.  No single or partial exercise of any such right,
     power or privilege shall preclude the further exercise of such right, power
     or privilege, or the exercise of any other right, power or privilege.  No
     waiver shall be valid against any party hereto unless made in writing and
     signed by the party against whom enforcement of such waiver is sought and
     then only to the extent expressly specified.

20.  PRESS RELEASES
     --------------

     Notwithstanding anything in this Agreement to the contrary, GSI shall not
     make any announcement, advertisement, statement or press release
     (collectively "Announcement") concerning the existence of this Agreement,
     that Retailer and GSI are developing a Web Site or the fact that Retailer
     and GSI are E-Commerce partners, prior to the Launch Date.  If GSI desires
     to disclose the existence of this Agreement to any third party including
     but not limited to an investor, potential investor, analyst, professional
     advisor, business affiliate, business associate, lender, or employee that
     individual or entity must first enter into a Confidentiality Agreement with
     GSI, in a form acceptable to Retailer, or substantially similar to that
     attached hereto as Exhibit "B" agreeing not to make any disclosure as set
     forth above.  If this particular restriction is violated by an individual
     or entity other than a member of the senior management of GSI, Retailer
     agrees not to take action against GSI and enforce its rights directly
     against the individual or entity and GSI will cooperate with Retailer in
     enforcing those rights.  Notwithstanding anything contained herein to the
     contrary, GSI may disclose in an Announcement the fact that an E-Commerce
     partner is a "non-disclosed retailer with sales in excess of $200,000,000."
     If GSI or a member of its senior management breaches this particular
     restriction, GSI shall be required to pay Retailer [*] as liquidated
     damages, and Retailer may terminate this Agreement. After the Launch Date,
     all voluntary public announcements concerning the transactions contemplated
     by this Agreement shall be mutually acceptable to both GSI and Retailer.
     Unless required by law, neither GSI on the one hand, and Retailer on the
     other hand, shall make any public announcement or issue

                                       28
<PAGE>

     any press release concerning the transactions contemplated by this
     Agreement without the prior written consent of GSI or Retailer,
     respectively. With respect to any announcement that any of the parties is
     required by law to issue, such party shall, to the extent possible under
     the circumstances, review the necessity for and the contents of the
     announcement with the other party before issuing the announcement; provided
     however, if either party cannot obtain the consent of the other party in a
     timely manner, the party required to comply with law may issue the press
     release or public announcement without obtaining the consent of the other
     party.

21.  GOVERNING LAW
     -------------

     This Agreement, the rights and obligations of the parties hereto, and any
     claims or disputes thereto, shall be governed by and construed in
     accordance with the laws of the Commonwealth of Pennsylvania (excluding the
     choice of law rules thereof).

22.  ASSIGNMENT
     ----------

     Retailer shall have no right to assign this Agreement without the prior
     written consent of GSI; provided, that Retailer shall have the right to
     assign this Agreement to any person or entity that acquires or succeeds to
     all or substantially all of such party's business or assets upon written
     notice to GSI.

     GSI shall not assign this Agreement to any traditional land based sporting
     goods retailer or any manufacturer of sporting goods without the Retailer's
     consent.

23.  COUNTERPARTS
     ------------

     This Agreement may be signed in several counterparts, each of which shall
     be deemed an original, and all of which when taken together, shall be
     deemed a complete instrument.

24.  ENTIRE AGREEMENT
     ----------------

     This Agreement, including the Web Development Agreement, represents the
     entire agreement of the parties with respect to the subject matter hereof
     and may not be modified, except in writing, executed by all of the parties
     hereto.  This Agreement supersedes all prior writings of the parties with
     respect to this subject matter.

25.  JURISDICTION
     ------------

                                       29
<PAGE>

     The parties agree that the exclusive jurisdiction and venue of any dispute
     that arises hereunder shall be in the Court of Common Pleas of Montgomery
     County, Pennsylvania or the United States District Court for the Eastern
     District of Pennsylvania.

26.  INDEPENDENT CONTRACTORS
     -----------------------

     The relationship of the parties herein shall hereunder be that of
     independent contractors and nothing herein shall be construed to create a
     joint venture or partnership.

27.  SIGNING
     -------

     The parties executing this Agreement represents and warrants that they have
     full corporate authority to do so.

28.  BINDING EFFECT
     --------------

     This Agreement shall be binding upon the parties hereto, their successors
     and permitted assigns.

29.  HEADINGS
     --------

     Section headings contained in this Agreement are inserted for convenience
     or reference only and shall not be deemed to be a part of this Agreement
     for any other purpose.

30.  DISCLAIMER OF WARRANTIES
     ------------------------

     EXCEPT AS TO THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, GSI MAKES
     NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW
     WITH RESPECT TO THE CREATION AND MAINTENANCE OF THE PRODUCT AND SERVICES
     PROVIDED FOR HEREUNDER, AND DISCLAIMS ALL OTHER WARRANTIES. RETAILER
     ACKNOWLEDGES AND AGREES THAT GSI HAS NOT MADE, NOR DOES HEREBY MAKE, ANY
     OTHER REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER,
     EXPRESSED OR IMPLIED.

31.  NOTICES
     -------

     Any notices or writings to be sent hereunder shall be in writing and shall
     be by personal delivery, facsimile transmission or by certified or
     registered mail, return receipt requested, and shall be deemed given upon
     the earlier of actual receipt, five (5) days after deposit in the mail, or
     receipt by sender of confirmation of facsimile transmission. Notices shall
     be sent to the following addresses (or such other address as either party
     may specify in writing):

          IF TO GSI:      555 South Henderson Road

                                       30
<PAGE>

                          King of Prussia, PA 19406
                          Attention: President

          Copy to:        David S. Mandel, Esq.
                          Astor Weiss Kaplan & Rosenblum, LLP
                          The Bellevue
                          Broad & Walnut Streets
                          6th Floor
                          Philadelphia, Penna., 19102

          IF TO RETAILER: 5000 Dixie Highway
                          Waterford, Michigan, 48329
                          Attn: Sr. Vice President, Marketing

          Copy to:        5000 Dixie Highway
                          Waterford, Michigan, 48329
                          Attn: Legal Department


                  (SIGNATURES CONTAINED ON THE FOLLOWING PAGE)

                                       31
<PAGE>

     IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to enter into this Agreement with intent to be legally bound
hereby, the date and year first above written.

GLOBAL SPORTS INTERACTIVE, INC.:    DUNHAM'S ATHLEISURE CORPORATION:


BY: /s/ Michael Rubin               BY:   /s/ Jeffrey G. Lynn
    --------------------------          --------------------------

Title:   President                  Title: President & CEO
       -----------------------            -----------------------

Date:    3/28/99                    Date:     3/23/99
      ------------------------             -----------------------

                                       32
<PAGE>

                                   EXHIBIT A

                        WEB SITE DEVELOPMENT AGREEMENT
                        ------------------------------


     THIS Web site Development Agreement ("Agreement") dated the ____ day of
______________, 1999 (the "Services Start Date") by and between Global Sports
Interactive, Inc., a Pennsylvania corporation (hereinafter referred to as "GSI")
with an address of 555 South Henderson Road, King of Prussia, PA 19406 and
Dunham's Athleisure Corporation (hereinafter referred to as "Retailer") with an
address of 5000 Dixie Highway, Waterford, Michigan, 48329.


                             W I T N E S S E T H:


     WHEREAS, GSI and Retailer have entered into a E - Commerce Agreement
pursuant to which GSI shall provided certain E - Commerce services to Retailer,
including the development and maintenance of a web site; and

     WHEREAS, the parties have elected to enter into this Agreement in order to
set forth the terms and conditions pursuant to which GSI shall develop a web
site for Retailer.

     NOW, THEREFORE, in consideration of the mutual promises and terms herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged; and intending to be legally bound
hereby, the parties hereto agree as follows:

1.   DEFINITIONS

     1.1  "Domain Name" means the domain name specified for the Web site by
Retailer from time to time.  The initial Domain Name is specified in Attachment
B.

     1.2  "E-Commerce Agreement" means the E-Commerce Agreement by and between
Retailer to which this Agreement is attached as Exhibit A.

     1.3  "Features Set" means the requirements set forth in Attachment B, as
amended or supplemented in accordance with this Agreement.

     1.4  "Intellectual Property Rights" means any and all now known or
hereafter known tangible and intangible (a) rights associated with works of
authorship throughout the universe,

                                       33
<PAGE>

including but not limited to copyrighs, moral rights, and mask-works, (b)
trademark and trade name rights and similar rights, (c) trade secret rights, (d)
patents, designs, algorithms and other industrial property rights, (e) all other
intellectual and industrial property rights (of every kind and nature throughout
the universe and however designated) (including logos, "rental" rights and
rights to remuneration), whether arising by operation of law, contract, license,
or otherwise, and (f) all registrations, initial applications, renewals,
extensions, continuations, divisions or reissues hereof now or hereafter in
force (including any rights in any of the foregoing).

     1.5  "Milestone Delivery Schedule" means the schedule for development of
the Web site set forth in Attachment B.

     1.6  "GSI Content" means all text, pictures, sound, graphics, video and
other data and assets supplied by Retailer to GSI, as such materials may be
modified from time to time.

     1.7  "GSI Products" means, collectively, the GSI Tools, the GSI Content and
the GSI Work Product.

     1.8  "GSI Tools" means any tools, both in object code and source code form,
which GSI has already developed or which GSI independently develops or licenses
from a third party, excluding any tools which GSI creates pursuant to this
Agreement.  By way of example, GSI Tools may include, without limitation,
toolbars for maneuvering between pages, search engines, Java applets, and
ActiveX controls.

     1.9  "Production Schedule" shall mean the schedule agreed upon by the
parties for the production of the Retailer's Web site, including the delivery of
the Retailer Content and GSI Content by Retailer to GSI.

     1.10 "Retailer Content" means the Domain Name and all text, pictures,
sound, graphics, video and other data and assets supplied by Retailer to GSI, as
such materials may be modified from time to time.

     1.11 "Services" means the services provided by GSI hereunder to develop,
host and maintain the Web site, in accordance with this Agreement.

     1.12 "Web site" means, collectively, the E - Commerce Shopping Experience
and the Retailer Content made available on web pages under the Domain Name.

     1.13 "GSI Work Product" means all HTML files, Java files, graphics files,
animation files, data files, technology, scripts and programs, both in object
code and source code form, all

                                       34
<PAGE>

documentation and any other deliverable used by GSI to create the Web site.

2.   WEB SITE DEVELOPMENT SERVICES

     2.1  Delivery of Initial Retailer Content.  As soon as reasonably possible,
GSI and Retailer shall agree upon a Production Schedule for the delivery by
Retailer to GSI of the Retailer Content that Retailer intends for GSI to
incorporate into the Web site. The parties acknowledge that Retailer will be
able to deliver certain "static" information, such as store locations, promptly
to GSI, and other Retailer Content, such as certain merchandise to be sold on
the Retailer's Web site, at a later date closer to the Launch Date. The Retailer
Content shall be in the format(s) designated by GSI as set forth on Attachment C
hereto.  Upon Retailer's request, GSI shall assist Retailer in the conversion of
the Retailer Content into an acceptable form for use by the Web site.

     2.2  Web site Development Services.  At no cost to Retailer, GSI shall
provide design, programming and other consulting Services as specified in
Attachment B to create the Web site.  GSI will provide the Web site to Retailer
in accordance with the Milestone Delivery Schedule.

     2.3  Project Liaisons.  Each party's primary contact for development
efforts shall be the project liaisons specified in Attachment B or the person
otherwise designated in writing by Retailer or GSI, as the case may be.

     2.4  Acceptance.  GSI shall make available final versions of the Web site
for Retailer's review and acceptance.  Retailer shall have ten (10) days to
review and evaluate the Web site (the "Acceptance Period") to assess whether
it substantially meets the Features Set.  During the Acceptance Period, Retailer
shall identify in writing to GSI all aspects of the Web site that do not
substantially conform to the Features Set.  Upon receipt of Retailer's list of
non-conformities, GSI shall correct promptly all such non-conformities so that
the Web site does substantially conform to the Features Set and GSI shall extend
the Acceptance Period for a second ten (10) day Acceptance Period during which
Retailer shall confirm that all non-conformities that were previously identified
have been corrected.  Notwithstanding the foregoing, the Web site shall be
deemed accepted upon the earlier of: (i) its use in commerce, provided however,
GSI shall not use the Retailer's Web site in commerce without the Retailer's
consent, which shall not be unreasonably withheld or delayed; (ii) Retailer's
failure to articulate any non-conformities during an Acceptance Period; or (iii)
Retailer's acceptance of the Web site; or (iv) GSI's demonstration that all non-
conformities have been corrected.

                                       35
<PAGE>

3.   WEB HOSTING AND MAINTENANCE SERVICES

     Following Retailer's acceptance of the Web site pursuant to Section 2.4,
GSI shall, at no cost to Retailer, provide the following web hosting and
maintenance Services:

     3.1  Hosting Services.  GSI shall load the Web site onto server(s) that are
connected to the Internet and readily accessible via the Web through use of the
Domain Names. GSI shall ensure that the Web site is functional and ready to
process transactions in a reasonably efficient manner.

     3.2  Retailer Content.  GSI shall upload all Retailer Content, including
updates, to the Web site within seven days of delivery to GSI.  Upon GSI's prior
written consent, Retailer may electronically transmit or upload Retailer Content
directly to the Web site.

     3.3  Maintenance Services.  GSI shall maintain the Web site so that it
functions in a reasonably error free manner.  Upon notification of an error in
the Web site or of a non-conformity between the Web site and the Features Set,
whether from Retailer or from any user of the Web site, GSI shall promptly
commence an investigation into the reported error, and GSI shall, upon
reproducing such error, use reasonable commercial efforts to correct such error
in a timely fashion. During such Maintenance Services, GSI shall ensure that the
Web site is functional and ready to process transactions in a reasonably
efficient manner, provided, however, GSI may, during low usage periods,
                  --------  -------
temporarily block access to the Web site to perform Web site maintenance during
periodic maintenance windows.

4.   ADDITIONAL SERVICES

     4.1  Search Engine Registration.  When GSI makes the Web site available to
Retailer, GSI shall register the Web Site and Domain Name with all applicable
search engines, at GSI's discretion.

     4.2  Domain Name Assistance.  If requested by Retailer, GSI shall cooperate
with Retailer in registering the Domain Name with InterNIC. Retailer shall own
all right, title and interest in and to the Domain Name and all Intellectual
Property Rights related thereto. Unless otherwise specified by Retailer, GSI
shall, at Retailer's expense, assist Retailer in registration of the Domain
Name.

                                       36
<PAGE>

5.   CONSIDERATION

In consideration for Retailer entering into the E Commerce Agreement, at no cost
to Retailer, GSI shall perform the Services set forth in this Agreement.

6.   TERM AND TERMINATION

     6.1  Term. The term of this Agreement shall be conterminous with the term
of the E- Commerce Agreement. In absence of a material breach, this Agreement
may only be terminated by the expiration of the term.

     6.2  Termination. Termination of this Agreement shall be governed by the
terms of Article 13 of the E - Commerce Agreement.

7.   WARRANTIES AND DISCLAIMERS.

     7.1  Cross Warranties.  Retailer warrants as to the Retailer Content, and
GSI warrants as to the GSI Products, that any materials and updates or
enhancements there to shall not: (a) infringe on the Intellectual Property
Rights of any third party or any rights of publicity or privacy; (b) violate any
law, statute, ordinance or regulation (including without limitation the laws and
regulations governing export control, unfair competition, antidiscrimination or
false advertising); (c) be defamatory, trade libelous, unlawfully threatening or
unlawfully harassing; (d) be obscene, pornographic or indecent.

     7.2  Representations and Warranties of Each Party.  Each party represents
and warrants to the other party that: (i) it is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation and that it has the power and authority to enter into this
Agreement and the transactions contemplated herein; (ii) the consummation of the
transactions described by this Agreement shall not conflict with or result in a
breach of any of the terms, provisions or conditions of its Articles of
Incorporation or Bylaws, or any statute or administrative regulation or of any
order, writ, injunction, judgment or decree of any court, regulatory or
governmental authority or of any agreement or instrument to which it is a party
or by which it is bound or constitute a default thereunder; and (iii) this
Agreement has been duly authorized, executed and delivered by it and this
Agreement is valid, enforceable and binding upon each party in accordance with
its terms.

     7.3  Year 2000.  GSI warrants that the Web site shall not suffer any
material adverse effect as a result of a failure in any GSI Work Product or GSI
Tools to be Y2K Compliant.  A product or service which is "Y2K Compliant" is one
that provides accurate results using data having date ranges spanning from
January 1, 1980

                                       37
<PAGE>

through December 31, 2019 (the "Y2K Period"). By way of example and not of
limitation, "Y2K Compliant" means, with respect to a product or service, that it
can currently and shall, during the Y2K Period, continue to (a) manage and
manipulate data involving all dates within the Y2K Period (including the fact
that the year 2000 is a leap year) without functional or data abnormality
related to such dates; (b) manage and manipulate data involving all dates within
the Y2K Period without inaccurate results related to such dates; (c) have user
interfaces and data fields formatted to distinguish between dates within the Y2K
Period; and (d) accurately identify and either reject or correct invalid date
data during the Y2K Period. Provided a party otherwise complies with this
Section 7.4, it will not be liable to the other party for any failure to perform
obligations under this Agreement to the extent such failure arises from a
failure to be Y2K Compliant that (1) affects the non-performing party's
customers or suppliers or (2) is beyond its reasonable control (e.g., a failure
                                                                ---
to be Y2K Compliant affecting a governmental entity).

     7.4  Disclaimer.  THE WARRANTIES MADE IN THIS SECTION 7 ARE MADE IN LIEU OF
ALL OTHER EXPRESS WARRANTIES, WHETHER ORAL OR WRITTEN AND EXCEPT AS SET FORTH IN
THIS SECTION 7, GSI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.   OWNERSHIP

     8.1  Ownership of GSI Products.  Retailer hereby acknowledges and agrees
that as between Retailer and GSI, GSI owns all right, title and interest in and
to the GSI Products and all applicable Intellectual Property Rights thereto.
This Agreement confers no ownership interest in the GSI Products to Retailer.

     8.2  Ownership of Retailer Content.   GSI hereby acknowledges and agrees
that as between GSI and Retailer, Retailer owns all right, title and interest in
and to the Retailer Content and all applicable Intellectual Property Rights
thereto. Except for a limited non-exclusive license during the term to use the
Retailer Content solely to perform its obligations hereunder, this Agreement
confers no ownership interest in the Retailer Content to GSI.

9.   LIMITATION UPON LIABILITY.

       UNDER NO CIRCUMSTANCES SHALL GSI BE LIABLE TO RETAILER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER
SUCH DAMAGES ARISE OUT OF CONTRACTUAL, NEGLIGENCE OR OTHER LEGAL THEORIES)
ARISING FROM OR RELATED TO RETAILER'S OR RETAILER'S CUSTOMERS' USE OF OR
INABILITY TO ACCESS ANY PART OF THE INTERNET OR RETAILER'S OR RETAILER'S
CUSTOMERS' RELIANCE ON OR USE OF INFORMATION, SERVICES OR

                                       38
<PAGE>

MERCHANDISE PROVIDED ON OR THROUGH THE WEB SITE OR THE SERVICES, OR THAT RESULT
FROM MISTAKES, OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR DELETION OF FILES,
ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF
PERFORMANCE. IN NO EVENT SHALL GSI BE LIABLE UNDER THIS AGREEMENT TO RETAILER
FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE THE AMOUNTS PAID TO RETAILER DURING
THE [*] MONTHS PRECEDING THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.
THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE THE SOLE AND EXCLUSIVE
REMEDIES AVAILABLE TO RETAILER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER
PARTY BE LIABLE IN ANY RESPECT FOR CLAIMS BROUGHT MORE THAN TWELVE (12) MONTHS
AFTER THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

10.  INDEMNITY.

     10.1 Retailer Indemnity.  Subject to Section 10.3, Retailer shall defend,
indemnify and hold GSI harmless against any third party claim, action, suit or
proceeding: (i) Retailer's gross negligence, willful or intentional misconduct;
or (ii) any breach by Retailer of the warranties set forth in Sections 7.1 or
7.2.

     10.2 GSI Indemnity.  Subject to Section 10.3, GSI shall defend, indemnify
and hold Retailer harmless against any third party claim, action, suit or
proceeding: (i) GSI's gross negligence, willful or intentional misconduct; or
(ii) any breach by GSI of the warranties set forth in Sections 7.1 or 7.2.

     10.3 Mechanic of Indemnities.  The indemnifying party's obligations are
conditioned upon the indemnified party: (a) giving the indemnifying party prompt
written notice of any claim, action, suit or proceeding for which the
indemnified party is seeking indemnity; (b) granting control of the defense and
settlement to the indemnifying party; and (c) reasonably cooperating with the
indemnifying party at the indemnifying party's expense

11.  MISCELLANEOUS.

     11.1 Incorporation of Certain Provisions of the E-Commerce Agreement.
Sections 7, 8, 12, and Sections 17 through 29, inclusive, of the E-Commerce
Agreement are hereby incorporated in their entirety into this Agreement.

     11.2 Interpretation of Agreements.  With respect to the subject matter
hereof, the E-Commerce Agreement shall control any conflict between the terms of
this Agreement and the E-Commerce Agreement.

                                       39
<PAGE>

     11.3 Definitions.  Any terms not specifically defined in this Agreement
shall be construed in accordance with the definitions given such terms in the E-
Commerce Agreement, or if such terms are not defined in the E-Commerce
Agreement, then such terms shall be construed in accordance with their every
day, common meaning.

     IN WITNESS WHEREOF, each of the parties have caused their duly authorized
representatives to enter into this Agreement to be effected on the Services
Start Date.

GLOBAL SPORTS INTERACTIVE, INC.:    DUNHAM'S ATHLEISURE CORPORATION:

By: /s/ Michael Rubin               By: /s/ Jeffrey G. Lynn
   ----------------------------        --------------------------

Title: President                    Title:   President & CEO
      -------------------------            ----------------------

Date:     3/25/99                   Date:    3/23/99
     --------------------------          ------------------------

Name: Michael Rubin                 Name:   Jeff Lynn
     --------------------------          ------------------------
     (Please type or print)              (Please type or print)

                                       40
<PAGE>

                                  ATTACHMENT A

                         RETAILER'S ASSET REQUIREMENTS
                    FOR GLOBAL SPORTS INTERACTIVE'S PARTNERS
                    ----------------------------------------

Product Assets

Elements: Product Assets should include names and prices. No product photography
          or description are required.

Store Locations

Store location information should include address, phone number and fax numbers.

Corporate Assets

Corporate Assets may include the following:
 .    Press Releases
 .    Frequently Asked Questions
 .    Contact Information
 .    Jobs Information
 .    Community Programs Information
 .    Annual Reports
 .    Corporate Identity materials including logo

All above information may be submitted at the retailers discretion, excluding
the corporate identity materials and logos, which are mandatory.

                                       41
<PAGE>

                                  ATTACHMENT B

                               (TO BE COMPLETED)

Domain Name:

Format of Retailer Content:

Project Liaisons:
          For GSE.C:                     For Retailer:

FEATURES SET
------------

     1.  PRODUCT SEARCH
     2.  BROWSE CATEGORIES
     3.  RECOMMENDATION TOOLS
     4.  ADVANCE PRODUCT PRESENTATION
     5.  SHOPPING CART
     6.  GIFT GIVING FUNCTIONALITY
     7.  REMOTE PUBLISHING TOOLS FOR HUMAN RESOURCES AND PRESS ROOM
     8.  SALES TAX CONFIGURATION
     9.  PRODUCT REVIEWS
     10. 24/7 CUSTOMER SUPPORT
     11. AFFILIATE PROGRAM FUNCTIONALITY
     12. ON LINE GIFT CERTIFICATES
     13. LAND BASED STORES GIFT CERTIFICATES
     14. STORE LOCATOR
     15. FINANCIAL INFORMATION
     16. FREQUENTLY ASKED QUESTIONS
     17. COMMUNITY PROGRAMS
     18. COMPANY PROFILE
     19. ON LINE ORDER STATUS

MILESTONE DELIVERY SCHEDULE:
---------------------------

TASK                                ESTIMATED COMPLETION DATE
----                                -------------------------

DISCOVERY AND PLANNING                  MARCH 15, 1999
COMMENCE ENGINE ENGINEERING             JULY 31, 1999
ESTABLISH FULFILLMENT CAPABILITIES      APRIL 30, 1999
RETAILER WEB SITE DEVELOPMENT           JULY 31, 1999
QUALITY CONTROL REVIEW AND REVISIONS    AUGUST 21, 1999
ALPHA TESTING                           SEPTEMBER 1, 1999
BETA (SOFT LAUNCH)                      SEPTEMBER 30, 1999
WEB SITE LAUNCH TO GENERAL PUBLIC       OCTOBER 1 - DECEMBER 1,1999
MEDIA AND PROMOTIONS                    OCTOBER 1 - DECEMBER 1,1999

                                       42
<PAGE>

                                  ATTACHMENT C

                          ASSET SUBMISSION GUIDELINES

This section details how to submit assets.

Source Assets and Final Assets
--------------------------------------------------------------------------------

We require source files for all assets.  This means if an image is originally
constructed as a layered RGB Photoshop file at 100x500 pixels, we need that
file, even if the final file is a flattened 4-bit GIF at 20x100.

We allow the submission of final assets in some cases, but only by prior
arrangement and only in addition to an up-to-date source file.  All submitted
assets are subject to review and verification by production staff.

Media and Format
--------------------------------------------------------------------------------

We routinely receive assets in the following media and formats.

Digital Media
--------------------------------------------------------------------------------

     Media:
     SyQuest 44mb, 88mb, 200mb, CD-ROM (including PhotoCD), Zip, Jaz, 3.5"
     floppy.

     Format:
     Win16, Win-32, or Macintosh

     File Formats:
     Text:  Raw, MS Word 95, RTF, HTML

     Bitmap Graphics:
     Photoshop, TIFF, PCD (PhotoCD), EPS, PICT (JPEG and GIF for final files
     only and only along with source files)

     PostScript Graphics:
     EPS, Illustrator (7.0 preferred)

     Video:
     QuickTime

     Audio:
     WAV, AIFF, MIDI

Non-Digital Media
--------------------------------------------------------------------------------

                                       43
<PAGE>

Contact us to discuss needs and capabilities before submitting any non-digital
assets.


Asset Submission
-----------------------------------------------------------------

We prefer to receive assets via FTP (file transfer protocol) although we gladly
accept assets via standard package delivery services (i.e., FedEx, USPS, UPS,
etc.).

Submission via FTP

FTP Area:  ftp.globalsportsinteractive.com

Assets should be left in "Incoming" which is a level below the initial
directory.  Once assets have been transferred, e-mail confirmation is required.

Submission via Package Delivery

If you wish to submit assets via standard package delivery services, please
address the package to this address:

Address TBD

If you are submitting hard assets like brochures, photographs, etc. please be
sure to ship them in a reinforced container to prevent damage to the assets
while in transit.

If you are submitting digital media like SyQuests, Zip disks, Jaz disks, etc.,
be sure to ship them in a well-padded, reinforced container.

                                      44
<PAGE>

                      SCHEDULE 1 TO E - COMMERCE AGREEMENT
                      ------------------------------------


                  RETAILER'S TRADEMARKS, TRADENAMES AND LOGOS
                  --------------------------------------------











                                      45
<PAGE>

                        DUNHAM'S ATHLEISURE CORPORATION


 .    Dunham's
 .    Dunham's Sports
 .    Dunham's Sporting Goods
 .    Since 1917 Dunham's Sports Outfitters
 .    DSO Sport
 .    Mega Sports
 .    Get in the Game

                                      46
<PAGE>

                                  EXHIBIT "B"
                                  -----------

                           CONFIDENTIALITY AGREEMENT
                           -------------------------



[DATE]


[Company]
[Company Address]

In connection with the disclosure to you of certain confidential information,
this document sets forth the confidentiality agreement (the "Agreement") by and
between Global Sports Interactive, Inc. ("GSI") and [Company Name](the
"Recipient").

In consideration of the release of certain valuable and confidential information
relating to GSI's E-Commerce arrangements ("Material"), Recipient hereby agrees
to keep such Material strictly confidential and to (1) use the Material only for
the purpose of ____________________________________________; (2) not to
reproduce the Material in whole or in part without the prior written consent of
GSI; and (3) return the Material and any analysis prepared using the Material to
GSI upon request.

In addition, Recipient agrees that they shall not disclose to, nor allow access
to the Material or the names of GSI's E-Commerce partner(s) to any other party
or make any announcement, statement or press release with regard to the name(s)
of GSI's E-Commerce partner(s) prior to the Launch Date of the E-Commerce
partners. Recipient understands that it has represented to one of its E-Commerce
Partners that it would not release any Materials to any third party without that
third party executing a confidentiality agreement, and that should the Material
become public, then GSI could be liable for [*].  Accordingly, if Recipient
breaches this agreement, Recipient shall pay GSI [*] as liquidated damages and
the E-Commerce partner whose confidentiality was breached may collect the same
amount directly from the Recipient in the place of and on GSI's behalf.

Recipient agrees to take all measures, including, but not limited to, court
proceedings, at it's own expense, to restrain any such party; including
employees or former employees, from unauthorized use or disclosure of the
Material.

The Agreement shall be governed by and construed in accordance with the law of
the State of Pennsylvania.

                  (SIGNATURES CONTAINED ON THE FOLLOWING PAGE)



Agreed to on this ____ day of [DATE], 1999.

                                      47
<PAGE>

GLOBAL SPORTS INTERACTIVE, INC.     RECIPIENT:


BY:___________________________      BY:_________________________

Its:__________________________      Its:________________________

Date:_________________________      Date:_______________________