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                                                                   EXHIBIT 10.21



                                                               February 10, 2000

Mr. John E. DeWolf III

----------------------

----------------------

Dear John:

         This letter sets forth our understanding and agreement with respect to
your resignation as Senior Vice President - Real Estate of Venator Group, Inc.
(the "Company"), and sets forth the arrangements to which we have agreed.

         1. Termination of Employment. Your employment with the Company shall
continue through February 29, 2000 (the "Termination Date"). You shall resign as
Senior Vice President - Real Estate of the Company and from all other positions
you may hold with the Company or any of its subsidiaries or affiliates as of
January 29, 2000, and you shall execute and deliver a letter of resignation in
the form annexed hereto as Exhibit A as of such date.

         2. Payments. Provided you continue to be employed by the Company on the
Termination Date and have satisfactorily performed your responsibilities through
January 29, 2000, including cooperating in the transfer of your responsibilities
to your successor, the Company shall make the following payments to you:

                  (a) On the Termination Date, the amount of $420,000, which
represents the amount payable to you pursuant to the provisions of the Company's
applicable severance plan.

                  (b) On the Termination Date, in accordance with the Company's
normal policies and practices, (i) salary and reimbursement of any business
expenses related to the period prior to the Termination Date and (ii) an amount
in lieu of any accrued but unused vacation as of January 29, 2000.

                  (c) You shall be eligible to receive a payment under the
Company's Annual Incentive Compensation Plan for the 1999 fiscal year in
accordance with the terms of such plan. Such payment, if any, would be made on
or before April 30, 2000.
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                  (d) You shall be eligible to receive payments under the
Company's Long-Term Incentive Compensation Plan for the Performance Periods
ending January 29, 2000 pursuant to the provisions of that plan. Such payments,
if any, would be made on or before April 30, 2000.

                  (e) All amounts payable to you hereunder shall be subject to
appropriate withholding for federal, state, and local income taxes.

         3. Stock Option and Stock Purchase Plans.

                  (a) All unexercised stock options granted to you prior to the
date hereof, and not exercised or cancelled on or before the Termination Date,
pursuant to the provisions of the Venator Group 1995 and 1998 Stock Option and
Award Plans (the "Option Plans"), shall remain exercisable in accordance with
the relevant provisions of the Option Plans. Your "effective date of
termination" for purposes of the Option Plans shall be the Termination Date and
your termination shall, for the purposes of such plans, be treated as your
resignation from your position with the Company.

                  (b) Your right to participate in the 1994 Venator Group
Employees Stock Purchase Plan shall be in accordance with the terms of such plan
and shall cease as of the Termination Date.

         4. Pension Benefits. You are not vested in the Venator Group Retirement
Plan and the Excess Cash Balance Plan, and you shall not be entitled to any
payments or other benefits from such plans or from the Supplemental Executive
Retirement Plan.

         5. Other Benefits.

                  (a) You agree that you will not accrue any vacation for the
period of January 30, 2000 to your Termination Date.

                  (b) You shall be entitled, to the extent permitted under legal
and underwriting requirements, if any, to participate during the one-year period
following the Termination Date in any group medical, dental, or life insurance
plan you participated in prior to your Termination Date under substantially
similar terms and conditions as an active employee, provided that your
participation in such group medical, dental and life insurance benefits shall
correspondingly cease at such time as you become eligible for a future
employer's medical, dental and/or life insurance coverage (or would become
eligible if you did not waive coverage). Your entitlement to elect continuation
coverage under the Company's group health plans pursuant to COBRA shall commence
on the earlier of the date participation in such plans ceases

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or the end of such one-year period. Notwithstanding the foregoing, you may not
continue to participate in such plans on a pre-tax or tax favored basis. Your
participation in any group disability or voluntary accidental death and
dismemberment plans for active employees of the Company shall cease on the
Termination Date.

         6. Confidentiality and Competition.

                  (a) You will not communicate or disclose to any unauthorized
person, or use for your own account, without the prior written consent of the
Chief Executive Officer of the Company, nonpublic information of any kind
concerning the Company or any of its subsidiaries or affiliates, including, but
not limited to, nonpublic information concerning finances, financial plans,
accounting methods, strategic plans, operations, personnel, organizational
structure, methods of distribution, suppliers, customers, client relationships,
marketing strategies, real estate strategies or the like ("Confidential
Information"). You shall not, between the date hereof and the Termination Date,
remove any Confidential Information from the offices of the Company and you
shall, on or before the Termination Date, return all Confidential Information in
your possession, in whatever form, to the Company. The existence of this
agreement and the terms hereof shall be considered to be Confidential
Information. It is understood, however, that the obligations set forth in this
paragraph shall not apply to the extent that the aforesaid matters (a) are
disclosed in circumstances in which you are legally required to do so or (b)
become generally known to and available for use by the public other than by your
wrongful act or omission.

                  (b) You shall not, without the prior written consent of the
Chief Executive Officer of the Company, for the one-year period following your
Termination Date engage in Competition. As used herein, "Competition" shall mean
the (i) participating, directly or indirectly, as an individual proprietor,
stockholder, officer, employee, director, joint venturer, investor, lender, or
in any capacity whatsoever (within the United States of America, or in any
country where the Company, including its subsidiaries and affiliates, does
business) in (A) a business in competition with the retail, catalog, or on-line
sale of athletic footwear, athletic apparel and sporting goods conducted by the
Company and its subsidiaries and affiliates (the "Athletic Business"), or (B) a
business that in the prior fiscal year supplied product for the Athletic
Business to the Company or any of its subsidiaries or affiliates having a value
of $20 million or more at cost to the Company or any of its subsidiaries or
affiliates; provided, however, that such participation shall not include (X) the
mere ownership of not more than 1 percent of the total outstanding stock of a
publicly held company; (Y) the performance of services for any enterprise to the
extent such services are not performed, directly or indirectly, for a business
in competition with the Athletic Business or for a business which supplies
product to the

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Company or its subsidiaries or affiliates for the Athletic Business; or (Z) any
activity engaged in with the prior written approval of the Chief Executive
Officer of the Company; or (ii) intentional recruiting, soliciting or inducing,
of any employee or employees of the Company or its subsidiaries or affiliates to
terminate their employment with, or otherwise cease their relationship with the
Company or its subsidiaries or affiliates where such employee or employees do in
fact so terminate their employment. If any restriction set forth with regard to
Competition is found by any court of competent jurisdiction or an arbitrator to
be unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend over the maximum period of time, range of activities, or
geographic area as to which it may be enforceable.

         (c) If you engage in such wrongful conduct or otherwise violate the
provisions of this Section 6, you will forfeit your entitlement to any rights
granted by this letter agreement (except as otherwise provided under applicable
law) and the Company shall not have any further obligation under this letter
agreement. In addition, you agree that the Company shall have such other rights,
including but not limited to injunctive relief, as may be provided under
applicable law. You acknowledge that a violation by you of the provisions of
this Section 6 would cause irreparable injury to the Company for which there
would be no adequate remedy at law.

         7. Release from Claims. In consideration of all of the foregoing, you,
for yourself and for your heirs, executors, administrators, successors, and
assigns, hereby agree to release and forever discharge the Company and its
subsidiaries and affiliates, and their respective officers and directors, from
any and all actions, causes of action, claims, demands, and liabilities of
whatsoever nature arising out of, or in connection with, your employment with
the Company and any of its subsidiaries and affiliates, or otherwise, whether
arising before or after the date hereof. The foregoing shall include, but not be
limited to, any claim of employment discrimination under the Age Discrimination
in Employment Act of 1967, the New York State Human Rights Law, or any other
federal or state labor relations law, equal employment opportunity law, or civil
rights law, regulation or order. Federal law requires that we advise you to
consult with an attorney of your choice (at your own cost). In addition, federal
law also provides that you have 21 days from the date of this letter to consider
your decision to agree to the terms of this agreement, including any release of
the Company and its subsidiaries, from liability as provided in this paragraph.
Furthermore, you have the right to change your mind at any time within one week
after signing. In addition, you hereby acknowledge that you have been given full
opportunity to review this letter, including sufficient opportunity for
appropriate review with any advisors selected by you. The foregoing shall not
constitute a release of any and all claims you may have against the Company for
breach of any of the provisions of this letter agreement.

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                  You understand and agree that the payments and benefits
provided for in this agreement shall be in lieu of any and all amounts that
would be payable to you, and that no other amounts will be paid to you for any
reason whatsoever.

         8. Assignment. Neither this letter agreement, nor any of the rights
arising hereunder, may be assigned by you. You agree to execute such additional
documents as the Company may require to carry out this letter agreement.

         9. Prior Agreement. The severance agreement entered into between the
Company and you dated as of May 5, 1999 is hereby terminated without any further
obligation of the parties thereto and shall be of no further force and effect.

         10. Consulting Agreement. You agree to enter into a consulting
agreement with the Company covering your services on certain real estate
projects, which agreement shall be substantially in the form attached hereto.

         11. Miscellaneous.

                  (a) This letter agreement represents our total understanding
and agreement with regard to the subject matter hereof, and supersedes any
previous discussions or writings. This letter agreement may not be amended or
modified, and no term or provision hereof may be waived or discharged, unless
agreed to in writing by you and the Company. The invalidity or unenforceability
of any provision of this letter agreement shall not affect the validity or
enforceability of any other provision hereof.

                  (b) The section headings herein are for convenience of
reference only and shall not affect or be utilized in the construction or
interpretation of this agreement.

                  (c) This letter agreement may be executed in counterparts,
each of which, when so executed, shall be deemed an original and all of which,
when taken together, shall constitute one and the same agreement.

                  (d) The offer of the Company contained in this letter
agreement shall terminate and be of no further force and effect at 12:01 A.M.
New York City time on the twenty-second day following the delivery of this
letter to you, unless you have signed and returned the letter to us, unaltered,
before such date and time.

         12. Governing Law. This letter agreement shall be governed by, and
construed under, the laws of the State of New York applicable to contracts made
between residents of such state and to be wholly performed in such state.

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         If this letter agreement correctly sets forth our agreement, please
execute the duplicate copy of this letter agreement enclosed for that purpose,
and deliver it to us, at which time this letter agreement shall serve as a
binding and enforceable agreement between us.

                                            Very truly yours,
                                            VENATOR GROUP, INC.

                                            By:/s/ Dennis M. Lee
                                               --------------------------------
                                               Senior Vice President


Agreed:

/s/ John E. DeWolf III
-----------------------------
John E. DeWolf III


Witnessed:

/s/ Joanne Giallanza
-----------------------------
February 10, 2000

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                                    EXHIBIT A


                                       January _____________, 2000


Board of Directors
Venator Group, Inc.
233 Broadway
New York, NY  10279

Gentlemen and Ladies:

         I hereby resign my position as Senior Vice President - Real Estate of
Venator Group, Inc., and from any other position as an officer or director that
I may hold with Venator Group, Inc. or with any subsidiary or affiliate thereof,
effective as of January 29, 2000. I understand that my employment with the
Company will continue through February 29, 2000.

                                            Yours truly,

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                              CONSULTING AGREEMENT


         This Consulting Agreement, dated as of March 1, 2000, by and between
Venator Group, Inc., a New York corporation (the "Company"), with an address at
233 Broadway, New York, New York 10279, and John E. DeWolf III (the
"Consultant").

         In consideration of the premises and the mutual covenants, terms and
conditions set forth herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

         1. Consulting Services. The Company hereby retains the Consultant to
provide real estate consulting services on the General Projects and the
Philadelphia Project described in Schedule A hereto (the "Services"). In that
regard, Consultant shall provide such specific Services not inconsistent with
the description set forth in Schedule A as may, from time to time, be requested
by the Chief Executive Officer of the Company.

         2. Term. The term of this agreement shall commence on March 1, 2000 and
shall continue through June 30, 2000, unless sooner terminated as provided in
Section 3 hereof.

         3.       Termination.

                  (a) Subject to the following, this Agreement shall terminate
automatically on June 30, 2000, and the Company shall have no further obligation
hereunder from and after such date except as otherwise set forth herein.

                  (b) The Company may terminate this agreement immediately upon
written notice to the Consultant upon the occurrence of any of the events
identified in subsections (i) or (ii) below:

                           (i) the unreasonably willful failure of the
Consultant substantially to perform his duties hereunder, or

                           (ii) the willful engagement by the Consultant in
conduct which is, in the sole opinion of the Chief Executive Officer of the
Company, in any way adverse to the Company, its subsidiaries, or affiliates,
including, but not limited to engaging in acts proscribed by Section 9 hereof.

                  (c) This agreement will automatically terminate in the event
of the death or disability of the Consultant.

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                  (d) The Consultant may terminate this agreement at any time
upon 30 days prior written notice to the Company.

         4.       Consulting Fee.

                  (a) The Company shall pay to the Consultant the fee of $40,000
per month as payment for the Services the Consultant is to provide pursuant to
this agreement. Such fee shall be payable within five business days after the
last day of each month. No federal or state tax deductions shall be withheld
from such fee.

                  (b) In addition to the fees payable pursuant to the provisions
of Section 4(a), the Company shall pay to the Consultant the additional amount
of $140,000 if, on or before June 30, 2000, the Company has either closed on, or
executed a binding contract for, the sale of the property described in Schedule
A under the heading "Philadelphia Project" for an amount no less than the sale
price and the nonrefundable deposit set out in such schedule. Payment, if any,
to the Consultant under this Section 4(b) shall be payable within 5 business
days of the closing date of such project, but no payment shall be made to the
Consultant if the closing on such property occurs after July 29, 2000.

                  (c) Payment for a portion of any period will be prorated.

         5. Reimbursement of Expenses. Upon receipt of appropriate
documentation, the Company shall promptly reimburse Consultant for all travel
and other business expenses incurred by him for travel undertaken at the request
of the Company in the performance of the Services hereunder, subject to the
Company's travel and reimbursement policies applicable to its management
employees.

         6. Independent Contractor Relationship. The relationship between the
Company and Consultant is an independent contractor relationship and nothing
herein shall create an employer-employee relationship between the Company and
Consultant. Consultant shall have no authority to act on behalf of the Company
or to obligate the Company to any third party in any way except as expressly
authorized in writing by a duly authorized officer of the Company.

         7. Intellectual Property Ownership. All materials and any inventions
(whether or not patentable), works of authorship, programming (including but not
limited to source code), trade secrets, ideas, concepts and trade or service
marks (collectively, "inventions"), created, conceived, or prepared by or
furnished to Consultant in the performance of the Services hereunder, shall
belong exclusively to the Company. This agreement shall be deemed a transfer of
any and all rights including copyright, trademark and patent rights, and any
other intellectual property rights with respect to such inventions. Consultant
agrees to execute any documents

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required by the Company to perfect its ownership rights to any such rights. In
addition, upon request, Consultant shall turn over to the Company all originals
(including source code) and all copies of any such materials and inventions in
Consultant's possession. Consultant hereby waives any and all rights to any
material or inventions generated pursuant to this agreement or conceived or
developed in the performance of the Services hereunder. Consultant agrees that
the Company may make any use of such material and inventions, whether
foreseeable or unforeseeable at the time of execution of this agreement.

         8. Compliance with Law. Consultant shall comply with all applicable
federal, state and local laws, ordinances, regulations and codes in the
performance of the Services hereunder, including the procurement of permits and
certificates where required. Consultant shall indemnify and hold the Company
harmless from and against any loss, damages or expense arising from his failure
to so comply.

         9.       Confidential Information and Competition.

                  (a) Without the prior written consent of the Chief Executive
Officer of the Company, Consultant will not disclose (except to the extent
necessary for the proper performance of the Services) or use for the
Consultant's personal benefit any information acquired during the course of
providing the Services hereunder respecting the Company or any of its
subsidiaries or affiliates, including, but not limited to, trade secrets, real
estate strategies, or information designated by the Company as confidential. Any
documents, reports, working papers, programs, or other such items, whether
written or recorded on magnetic tape, diskette, or any other medium prepared by
Consultant in connection with the performance of the Services, shall be the
exclusive property of the Company, and Consultant acknowledges and agrees that
all tangible and intangible information revealed, obtained, or developed
hereunder shall be considered confidential or proprietary information which
shall not be disclosed to any third party, without the prior written consent of
the Company.

                  (b) The Consultant shall not, without the prior written
consent of the Chief Executive Officer of the Company, engage in Competition
during the term of this agreement. As used herein, "Competition" shall mean the
(i) participating, directly or indirectly, as an individual proprietor,
stockholder, officer, employee, director, joint venturer, investor, lender, or
in any capacity whatsoever (within the United States of America, or in any
country where the Company, including its subsidiaries and affiliates, does
business) in (A) a business in competition with the retail, catalog, or on-line
sale of athletic footwear, athletic apparel and sporting goods conducted by the
Company and its subsidiaries and affiliates (the "Athletic Business"), or (B) a
business that in the prior fiscal year supplied product for the Athletic
Business to the Company or any of its subsidiaries or affiliates having a value
of $20 million or

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more at cost to the Company or any of its subsidiaries or affiliates; provided,
however, that such participation shall not include (X) the mere ownership of not
more than 1 percent of the total outstanding stock of a publicly held company;
(Y) the performance of services for any enterprise to the extent such services
are not performed, directly or indirectly, for a business in competition with
the Athletic Business or for a business which supplies product to the Company or
its subsidiaries or affiliates for the Athletic Business; or (Z) any activity
engaged in with the prior written approval of the Chief Executive Officer of the
Company; or (ii) intentional recruiting, soliciting or inducing, of any employee
or employees of the Company or its subsidiaries or affiliates to terminate their
employment with, or otherwise cease their relationship with the Company or its
subsidiaries or affiliates where such employee or employees do in fact so
terminate their employment. If any restriction set forth with regard to
Competition is found by any court of competent jurisdiction or an arbitrator to
be unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend over the maximum period of time, range of activities, or
geographic area as to which it may be enforceable.

                  (c) The Consultant agrees that any breach of the terms of
Sections 9(a) or 9(b) would result in irreparable injury and damage to the
Company for which the Company would have no adequate remedy at law; the
Consultant therefore agrees that in the event of a breach or threatened breach
by the Consultant of the provisions of Sections 9(a) or 9(b), the Company shall
be entitled to an immediate injunction and restraining order to prevent such
breach or threatened breach or continued breach by the Consultant. The terms of
this paragraph shall not prevent the Company from pursuing any other available
remedies for any breach or threatened breach hereof, including but not limited
to the recovery of damages from the Consultant and the termination of this
agreement pursuant to Section 3(b)(ii) hereof.

         10. Notices. Any notice to either party hereunder shall be in writing,
and shall be deemed to be sufficiently given to or served on such party, for all
purposes, if the same shall be personally delivered to such party, or sent to
such party by certified mail, postage prepaid, at, in the case of the Company,
the address of such party first given above and, in the case of the Consultant,
his principal residence address as shown in the records of the Company. Notice
to the Company shall be addressed to the General Counsel. Either party hereto
may change the address to which notices are to be sent to such party hereunder
by written notice of such new address given to the other party hereto. Notices
shall be deemed given when received if delivered personally or three days after
mailing if mailed as aforesaid.

         11. Applicable Law. This agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to its
principles of conflicts of laws.

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         12. Arbitration. Any controversy or claim arising out of or relating to
this agreement, or the breach thereof, shall be settled by arbitration in the
City of New York, in accordance with the rules of the American Arbitration
Association (the "AAA"). The decision of the arbitrator(s) shall be final and
binding on the parties hereto, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The costs
assessed by the AAA for arbitration shall be borne equally by both parties.

         13. Interpretation. If any provision of this agreement shall be
declared invalid or unenforceable, the remainder of this agreement shall not be
affected thereby, but rather is to be enforced to the greatest extent permitted
by law. Headings in this agreement are inserted for convenience of reference
only and are not to be considered in the construction of the provisions hereof.

         14.      Miscellaneous.

                  (a) Consultant shall not use the name of the Company or any of
its subsidiaries or affiliates in any sales or marketing publication or
advertisement without the prior written consent of the Company.

                  (b) Consultant shall not assign or transfer his interests or
obligations under this agreement without the prior written consent of the
Company.

                  (c) This agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and may not be amended or
modified except in writing, signed by both parties.


         IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.


                                           VENATOR GROUP, INC.


                                           By:
                                                Senior Vice President


                                           By:
                                                 John E. DeWolf III

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                                   SCHEDULE A


         The Services shall consist of real estate consulting services with
respect to the projects identified by the Company as follows:

         General Projects

-        leasing and designing additional office space at 34th Street, New York,
         New York;

-        relocating the European real estate office from London, England, to
         Amsterdam, the Netherlands;

-        negotiating with the landlord for a buyout of the tenant interest in
         the lease on property located at Fulton Street, New York, and
         mitigating the loss with regard to the claim by the landlord for the
         alleged failure to operate the Foot Locker location at Jersey Gardens,
         New Jersey.

         Philadelphia Project

-        the sale of property located at 1026-1044 Market Street, Philadelphia,
         Pennsylvania for a sale price of at least $7 million and a
         nonrefundable deposit in excess of $200,000.

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