<PAGE>

                                                                   Exhibit 10.43

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.



                        Global Sports Interactive, Inc.
                            ______________________







                             E-Commerce Agreement

                                    between

                       Global Sports Interactive, Inc.,

                                      and

                    Oshman's Sporting Goods, Inc.-Services
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
Section                                                                                     Page
-------                                                                                     ----
<S>                                                                                         <C>
1  Definitions..............................................................................   2
2  Term.....................................................................................   4
3  Operation of the Web Site................................................................   5
          3.1  Creation and Maintenance of the Web Site.....................................   5
                    3.1.1  GSI Obligations..................................................   5
                    3.1.2  Scalability, Security, and Redundancy............................   6
                    3.1.3  Quality Standard.................................................   6
                    3.1.4  Retailer Approval of Initial Web Site............................   6
                    3.1.5  Retailer Approval of Web Site Modifications......................   6
                    3.1.6  Web Site Address.................................................   6
                    3.1.7  Retailer Information.............................................   6
                    3.1.8  Retailer Information Updates.....................................   7
                    3.1.9  License of the URL and Retailer's Content........................   7
                    3.1.10 Maintenance of the Web Site......................................   7
          3.2  Sale and Promotion of Merchandise on the Web Site............................   8
          3.3  GSI's Supply of Certain Online Merchandise...................................   8
                    3.3.1  Special Make-Ups.................................................   8
                    3.3.2  Closeout Merchandise and Markdowns...............................   9
                    3.3.3  Form of Communication............................................   9
          3.4  Land Based Stores Gift Certificates..........................................   9
          3.5  Cooperation..................................................................   9
          3.6  Land Based Store Kiosks......................................................   9
          3.7  Payment and Accounting of Revenue Share to Retailer..........................  10
          3.8  Service of Online Customers..................................................  10
          3.9  Audit........................................................................  11
          3.10 Return of Online Merchandise.................................................  11
          3.11 Retailer Personnel Discounts.................................................  12
          3.12 Promotions...................................................................  12
          3.13 Retailer Project Manager.....................................................  12
          3.14 Government Notices...........................................................  12
4  Online Data and Databases................................................................  12
          4.1  Ownership of Data............................................................  12
          4.2  Ownership of Databases.......................................................  13
          4.3  Delivery of Customer Data to Retailer........................................  13
5  Advertising and Marketing................................................................  13
6  Advertising Co-op and Discretionary Funds................................................  14
7  Confidentiality..........................................................................  14
8  Press Releases...........................................................................  15
9  Exclusive Web Agreement..................................................................  16
10 Use of URL, Trademarks, Service Marks, Trade Names, and Logos............................  17
11 Property Rights and Ownership............................................................  17
12 Representations and Warranties...........................................................  18
13 Disclaimer of Warranties.................................................................  19
14 Indemnification..........................................................................  19
15 Insurance................................................................................  20
16 Termination and Other Remedies...........................................................  20
17 Limitations of Liability.................................................................  22
18 Discontinuance or Regulation of the Internet; Termination of Access to the Web Site......  23
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                           <C>
19  Force Majeure...........................................................................  23
20  Notices.................................................................................  23
21  Assignment..............................................................................  24
22  Independent Contractors.................................................................  24
23  Waiver..................................................................................  24
24  Governing Law...........................................................................  24
25  Jurisdiction............................................................................  24
26  Binding Effect..........................................................................  24
27  Severability............................................................................  25
28  Headings................................................................................  25
29  Entire Agreement........................................................................  25
30  Counterparts............................................................................  26
</TABLE>

Schedules
---------

    Schedule 1:   Web Site Development Agreement
    Schedule 2:   URL Integration
    Schedule 3:   Marks
    Schedule 4:   Retailer Facilities
    Schedule 5:   Customer Data
    Schedule 6:   Secondary URLs
    Schedule 7:   GSI Infrastructure and Practices
    Schedule 8:   Database Tools
    Schedule 9:   Consignment Terms

                                      ii
<PAGE>

                             E-Commerce Agreement


     This E-Commerce Agreement dated the 30th day of December, 1999, ("Effective
Date") by and between Global Sports Interactive, Inc., ("GSI") a Pennsylvania
corporation with an address of 1075 First Avenue, King of Prussia, Pennsylvania
19406 and Oshman's Sporting Goods, Inc.-Services (Retailer") a Delaware
corporation with an address of 2302 Maxwell Lane, Texas 77023.

     WHEREAS, GSI is in the business of creating and operating e-commerce
enabled Web sites on behalf of retailers, providing for those vendors the
technology, expertise, infrastructure, and operational support necessary to
offer e-commerce to their customers;

     WHEREAS, Retailer is in the business of selling sports equipment, apparel,
footwear, and other related items to consumers through land-based retail stores;

     WHEREAS, Retailer has made a substantial investment to establish its trade
name among consumers and suppliers so as to create a retail image connoting a
specific manner in which merchandise is presented and sold throughout Retailer's
network of land based retail stores;

     WHEREAS, Retailer desires to extend its lines of retail distribution
through an e-commerce enabled Web site bearing its trade name and trademarks;

     WHEREAS, both Retailer and GSI recognize that the protection of Retailer's
trade name, trademarks, and goodwill, as well as the overall success of the Web
site, depend on consumers' perceiving the Web Site to be an Internet extension
of Retailer's land-based stores that is as consistent as possible with those
stores with respect to merchandise quality, availability, pricing, terms of
sale, and other aspects of the retail purchasing experience;

     WHEREAS, Retailer and GSI expect that the Web Site will complement
Retailer's land-based stores, enhancing Retailer's competitive position relative
to other sellers of the same or similar merchandise by offering to Retailer's
customer's an Internet alternative to in-store shopping;

     WHEREAS, Retailer and GSI desire to have GSI provide to Retailer a complete
Web site solution that shall be the exclusive means by which Retailer will
conduct e-commerce through the Web during the term of this Agreement; and

     WHEREAS, Retailer desires to obtain e-commerce capability from GSI in a
manner that reserves to Retailer ultimate control over merchandising, sales,
pricing, and customer service practices, policies, and strategies that may be
critical to the protection of Retailer's trade name, trademarks, and goodwill
and that will allow the Internet initiative to compliment, and not hinder,
Retailer's in-store shopping strategies.

     NOW, THEREFORE, in reliance upon the recitals above (which are made a part
of the Agreement below) and in consideration of the agreements, representations,
and warranties in this Agreement, Retailer and GSI (each a "Party" and
collectively, the "Parties",) intending to be legally bound, agree as follows.


1    Definitions
<PAGE>

     Capitalized terms have the following meanings in this Agreement.

     1.1  "Advertising Co-op and Discretionary Funds" means amounts earned by or
           -----------------------------------------
          allocated to a Party by its vendors, the purpose of which is to
          support the Party's advertising and promotional programs.

     1.2  "Affiliate" means, as to any Person, any other Person controlled by,
           ---------
          under common control with or controlling such Person, directly or
          indirectly (through one or more intermediaries or otherwise). Without
          limiting the foregoing, as to any Person that is an entity, a Person
          shall be deemed an affiliate of such entity if (a) such Person
          beneficially owns or holds, directly or indirectly (through one or
          more intermediaries or otherwise), more than 10% of the voting or
          equity securities of such entity or such entity beneficially owns or
          holds, directly or indirectly (through one or more intermediaries or
          otherwise), more than 10% of the voting or equity securities of such
          Person or (b) is currently or becomes an executive officer or director
          of such Person (provided, however, that a Person shall not be deemed
          an affiliate solely by reason of this (b) if the Person has not been
          an officer or director of the entity at anytime on or within one year
          of the date of determination. The term "beneficial ownership" has the
          meaning given to it in Rule 13d-3, and the term "officer" has the
          meaning given to it in Rule 16a-1(f), both promulgated by the
          Securities and Exchange Commission under the Securities Exchange Act
          of 1934, as amended, and both as in effect on the date hereof.

     1.3  "Categories" means the various types of product groups offered for
           ----------
          sale in Land Based Stores.

     1.4  "Closeout Merchandise" means end-of-season or excess merchandise that
           --------------------
          is priced at a greater than normal discount.

     1.5  "Closeout Site Pages" means the those Web pages incorporated into the
           -------------------
          Web Site that offer primarily Closeout Merchandise and Markdowns.

     1.6  "Content" means all text, images, pictures, sound, graphics, video and
           -------
          other information or data appearing in or through the pages of the Web
          Site.

     1.7  "Customer" means a Person who accesses the Web Site in any manner,
           --------
          whether or not a purchase is made.

     1.8  "Customer Information" means all data and information provided by or
           --------------------
          obtained from Customers through the Web Site and all information
          generated or obtained by virtue of the use of the Web Site by
          Customers, including without limitation, all Customer Data.

     1.9  "Governmental Authority" means any (a) nation, state, county, city,
           ----------------------
          town, village, district, or other jurisdiction of any nature; (b)
          federal, state, local, municipal, foreign, or other government; (c)
          governmental or quasi-governmental authority of any nature (including
          any governmental agency, branch, department, official, or entity and
          any court or other tribunal); (d) multi-national organization or body;
          or (e) body exercising, or entitled to exercise, any administrative,
          executive, judicial, legislative, police, regulatory, or taxing
          authority or power of any nature.

     1.10 "GSI Content" is defined in Section 1.6 of Schedule 1 attached to this
           -----------
          Agreement.

     1.11 "GSI Products" is defined in Section 1.7 of Schedule 1 attached to
           -------------
          this Agreement.

                                 Page 2 of 45
<PAGE>

     1.12 "In Line Merchandise" means merchandise available to be carried by
           -------------------
          Retailer in its Land Based Stores.

     1.13 "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, including but not limited
          to copyrights, 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
          domain names, 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).

     1.14 "Internet" means the system of computer networks interconnected with
           --------
          routers, worldwide in scope, that facilitates data communication
          services such as remote login, file transfer, electronic mail, and the
          Web, and any successor to such system.

     1.15 "Land Based Stores" means all sites and all channels other than the
           -----------------
          Web Site, whether a walk-in store or otherwise, from or through which
          Retailer conducts business.

     1.16 "Land Based Stores Gift Certificates" means gift certificates, pre-
           -----------------------------------
          programmed cards, and other forms of credit in fixed denominations
          redeemable only in Land Based Stores.

     1.17 "Launch Date" means the date on which the Web Site is fully
           -----------
          functional, and is first available to the public on the Web.

     1.18 "Law" means any federal, state, local, municipal, foreign,
           ---
          international, multinational, or other administrative order,
          constitution, law, ordinance, principle of common law, regulation,
          statute, or treaty of any Governmental Authority.

     1.19 "Link" means a hypertext link to any Web site from or to the Web Site.
           ----

     1.20 "Markdowns" means merchandise in Retailer's inventory offered for sale
           ---------
          at a price permanently and substantially reduced from its original
          price.

     1.21 "Marks" is defined in Section 10 of this Agreement.
           -----

     1.22 "Online Merchandise" means merchandise to be sold through the Web
           ------------------
          Site.

     1.23 "Other GSI Retailers" means sporting goods retailers (a) that own,
           -------------------
          franchise, or operate land based stores through which sporting goods
          are sold; and (b) whose Web site is owned and operated by GSI.

     1.24 "Person" means, whether or not capitalized, any individual,
           ------
          corporation (including any non-profit corporation), general or limited
          partnership, limited liability company, joint venture, estate, trust,
          association, organization, labor union, or other entity or
          governmental body.

                                 Page 3 of 45
<PAGE>

     1.25 "Project Manager" means a representative of Retailer whose primary
           ---------------
          duties are to supply Retailer Content to GSI and to coordinate with
          GSI regarding Retailer Content.

     1.26 "Retailer Content" is defined in Section 1.10 of Schedule 1 attached
           ----------------
          to this Agreement including without limitation, all information
          provided by Retailer for the operation of the Web Site.

     1.27 "Retailer's Net Cost" means, with respect to Special Make-Ups,  the
           -------------------
          aggregate of (i) amount paid by Retailer to manufacturer for such
          merchandise, plus (ii) Retailer's actual costs incurred in connection
          with such goods (including without limitation transportation, customs
          duties, finance and insurance, agent commissions, and freight
          forwarding costs), plus (iii) an amount for overhead and handling
          equal to [*] of the sum of the amounts in clauses (i) and (ii), plus
          (iv) an amount for advertising co-op equal to [*] of the sum of the
          amounts in clauses (i) and (ii).

     1.28 "Revenue Share" is defined in Section 3.7 of this Agreement.
           -------------

     1.29 "Secondary URL" means uniform resource locators other than the URL
           -------------
          that include one or more of Retailer's trade names, trademarks, or
          service marks or any variant of such trade names, trademarks, or
          service marks or other references to Retailer or Retailer's business.

     1.30 "Special Make-Ups" means merchandise manufactured exclusively for
           ----------------
          Retailer and includes without limitation, such merchandise sold under
          a Retailer's trademark.

     1.31 "Specifications" means the prescribed standards, descriptions, and
           --------------
          characteristics (including look and feel requirements) relating to the
          Web Site set forth in Schedule 1 or otherwise described in this
          Agreement, as modified from time to time as provided in this
          Agreement.

     1.32 "Term" is defined in Section 2.1 of this Agreement.
           ----

     1.33 "URL" means the uniform resource locator of the Web Site.
           ---

     1.34 "Web" means the Internet client-server hypertext distributed
           ---
          information retrieval system known as the World Wide Web.

     1.35 "Web Site" is defined in Section 1.12 of Schedule 1 attached to this
           --------
          Agreement, and includes without limitation, the Closeout Site Pages.


2    Term

     2.1  Term. The Term of this Agreement shall commence upon the execution of
          ----
          this Agreement and shall expire at 1700 G.M.T. on June 30, 2005,
          unless terminated in accordance with Section 16 of this Agreement. GSI
          shall advise Retailer thirty days prior to the expected Launch Date.
          The Launch Date shall occur during the period beginning [*], and
          ending 240 days after the Effective Date ("Commencement Period"). The
          Commencement Period shall be extended to the extent directly delayed
          by Retailer's failure to comply with the Milestone Delivery Schedule
          set forth on Attachment B to Schedule 1 attached to this Agreement and
          the Production Schedule to be agreed upon by the Parties; provided,
          however, that, without expanding the foregoing, delays associated with
          the Retailer's objections (or revisions to the Web Site based on
          Retailer's objections)
                                 Page 4 of 45
<PAGE>

          pursuant to Section 3.1.4 shall not be deemed to be a failure to
          comply with the Milestone Delivery Schedule. Each Party shall give the
          other Party prompt notice of any failure to comply with the Milestone
          Delivery Schedule that occurs or is reasonably likely to occur.

3    Operation of the Web Site

     3.1  Creation and Maintenance of the Web Site.
          ----------------------------------------

          3.1.1   GSI Obligations. GSI, at its own expense, shall create,
                  ---------------
                  maintain, host and operate the Web Site in accordance with
                  this Agreement and Schedule 1 attached to this Agreement.
                  Through the Term, the Web Site shall use GSI's proprietary
                  engine that is used for GSI's other retailer sites and will
                  use other technologies consistent with current e-commerce
                  industry practice. No more frequently than annually, Retailer
                  may request that a mutually acceptable, independent third
                  party be engaged to review retail e-commerce Web sites
                  offering general merchandise to determine the methods of
                  operation, features, and functionality of such Web sites. The
                  cost of each such review shall be shared equally by the
                  Parties. Retailer may suggest to GSI methods of operating the
                  Web Site or that features or functionality be included in the
                  Web Site. GSI shall implement such methods, features, or
                  functionality that are implemented on [*] or more of the [*]
                  retail e-commerce Web sites offering general merchandise
                  ranked highest by Media Metrix or such other mutually
                  acceptable Person during the most recent monthly reporting
                  period. GSI shall implement such methods, features, or
                  functionality that are implemented on [*] or more of the [*]
                  retail e-commerce Web sites offering general merchandise
                  ranked highest by Media Metrix or such other mutually
                  acceptable Person during the most recent monthly reporting
                  period unless such method, feature, or functionality would be
                  inconsistent with GSI's reasonable business needs. Such
                  methods, features or functionality, as the case may be, shall
                  be added no later than six (6) months after GSI's receipt of
                  such suggestion from Retailer in writing; provided that in the
                  event that such methods, features or functionality cannot be
                  implemented reasonably within such six month period, then
                  within nine months from receipt of such notice so long as GSI
                  has commenced and proceeded diligently to said implementation
                  within a reasonable period. Notwithstanding the foregoing, GSI
                  is not required to implement any methods, features, or
                  functionality if the actual cost of adding such feature or
                  functionality would exceed [*] of the revenues on which the
                  Revenue Share is based for the immediately preceding 12 months
                  or if implementing the method, feature, or functionality would
                  be illegal, would result in the infringement or violation of
                  any third party's rights, would cause a breach of any
                  agreement to which GSI is a party, or would require GSI to
                  enter into a commercially unreasonable license. All upgrades
                  to GSI's proprietary engine shall be implemented for the Web
                  Site when the upgrades are made generally available for GSI's
                  other retailer Web sites. Any upgrade to GSI's proprietary
                  engine that has been in commercial use for an Other GSI
                  Retailer site for pre-release testing for more than 6 months
                  shall be made available for the Web Site.

          3.1.2   Scalability, Security, and Redundancy.  The Web Site shall be
                  -------------------------------------
                  scalable, secure, and GSI shall provide redundancy and
                  Customer response times all in accordance with the practices
                  employed by retail e-commerce Web sites offering general
                  merchandise as such practices may change from time to time.

                                 Page 5 of 45
<PAGE>

                  Schedule 7 attached to this Agreement sets forth GSI's
                  infrastructure and practices as of the Effective Date that
                  will be implemented to support the Web Site.

          3.1.3   Quality Standard. GSI shall operate the Web Site consistent
                  ----------------
                  with the goodwill, quality, and brand image associated with
                  Retailer and the Marks.

          3.1.4   Retailer Approval of Initial Web Site. GSI shall not launch
                  -------------------------------------
                  the Web Site without Retailer's approval of the appearance and
                  functionality of the proposed Web Site. GSI shall make
                  available to Retailer complete versions of the Web Site for
                  Retailer's review and acceptance. Retailer shall use all
                  commercially reasonable efforts to review and evaluate the Web
                  Site within 5 business days of its obtaining such access to
                  the Web Site but in no event more than 15 business days (the
                  "Acceptance Period"). The design, layout, and look and feel of
                  the Web Site (including without limitation the placement and
                  positioning of Marks, advertising and Links) (the "Template")
                  shall be subject to Retailer's approval in its sole
                  discretion; in all other cases, Retailer's approval shall not
                  be unreasonably withheld. The initial Web Site shall be deemed
                  approved if GSI does not receive Retailer's notice of
                  disapproval within 15 business days of such Web Site's
                  availability to Retailer. Retailer shall not disapprove any
                  aspect of the Web Site if such disapproval would result in the
                  material degradation of the performance of the Web Site.

          3.1.5   Retailer Approval of Web Site Modifications  No changes to the
                  -------------------------------------------
                  Marks, Retailer Content or Retailer information provided
                  pursuant to Section 3.1.7 and no changes to the approved
                  Template shall be made (including the placement and
                  positioning thereof) without Retailer's prior written
                  approval, which may be withheld in its discretion. Any other
                  material changes to the appearance and functionality of the
                  Web Site's user interface initiated after the Launch Date
                  shall be subject to the prior approval of Retailer, which
                  shall not be unreasonably withheld. Such changes shall be
                  deemed approved if GSI does not receive Retailer's notice of
                  disapproval within 7 business days of such changes'
                  availability to Retailer. Retailer shall not disapprove any
                  changes to the Web Site if such disapproval would result in
                  the material degradation of the performance of the Web Site.

          3.1.6   Web Site Address.  The URL shall be www.oshmans.com.
                  ----------------

          3.1.7   Retailer Information.  GSI shall, at its cost and expense,
                  --------------------
                  incorporate in the Web Site any or all of the following
                  information (which shall for the purposes of Section 11 be
                  deemed Retailer Content ), as Retailer shall elect: corporate
                  information, store locator, public financial information,
                  press releases, community programs, employment opportunities
                  for store or corporate positions, vendor compliance policy,
                  Women & Sports, grants for girls program information and
                  registration, gift card registration, frequently asked
                  questions and a "contact us" section. Retailer shall provide
                  such information in a format acceptable to GSI and shall have
                  sole and complete control over the such information. The Links
                  on the Web Site to such information shall be on the Template
                  (as defined in Section 3.1.4).

          3.1.8   Retailer Information Updates.  Following the Launch Date,
                  ----------------------------
                  Retailer shall have the right to update the Content provided
                  pursuant to Section 3.1.7 of this Agreement, and GSI shall
                  incorporate such updates at GSI's cost, as follows:

                                 Page 6 of 45
<PAGE>

                  (a)   Public Financial Information.
                        ----------------------------
                        (i)   Stock Prices. Stock prices will be updated daily
                              through a Link to another Web site offering such
                              information.
                        (ii)  SEC Filings and Annual Reports. SEC filings will
                              be provided through a Link to another Web site
                              offering such information.
                        (iii) Stock prices and SEC filings and annual reports
                              will be provided only if available in a format
                              acceptable to GSI.

                  (b)   Press Releases and Employment Opportunities. GSI shall
                        -------------------------------------------
                        permit Retailer directly to upload to the Web Site any
                        Retailer-created revisions to press releases and
                        employment opportunities for store or corporate
                        positions provided pursuant to Section 3.1.7 of this
                        Agreement

                  (c)   Other Information. GSI shall, at no cost to Retailer,
                        -----------------
                        upload to the Web Site any Retailer-created revisions to
                        the corporate information, store locator, community
                        programs, vendor compliance policy, Women & Sports,
                        grants for girls program information and registration,
                        gift card registration, frequently asked questions, or
                        the "contact us" Content provided pursuant to Section
                        3.1.7 of this Agreement. Retailer may from time to time
                        provide other information, and GSI shall, at no cost to
                        Retailer, upload to the Web Site such other information
                        unless uploading such information would be inconsistent
                        with GSI's reasonable business needs.

          3.1.9   License of the URL and Retailer's Content.  Except as
                  -----------------------------------------
                  specifically provided on Schedule 6, Retailer grants to GSI
                  for the Term a nontransferable (except in connection with the
                  assignment of this Agreement), irrevocable license to use,
                  copy, modify, adapt, translate, create derivative works based
                  upon, sublicense, reproduce, distribute, publicly perform,
                  publicly display, and digitally perform the URL and any
                  Secondary URLs registered in Retailer's name to GSI and
                  designate GSI as the technical and billing contact for the URL
                  and all such Secondary URLs with the registrar. Retailer's
                  representatives shall be designated as the administrative and
                  other contacts with the registrar. GSI shall promptly pay any
                  fees and take all other steps as may be necessary to maintain
                  the URL and such Secondary URLs. Retailer grants to GSI a
                  license to use, copy, modify, adapt, translate, create
                  derivative works based upon Retailer Content, sublicense,
                  reproduce, distribute, publicly perform, publicly display, and
                  digitally perform Retailer Content in connection with GSI's
                  performance of its obligations under and in accordance with
                  this Agreement.

          3.1.10  Maintenance of the Web Site. GSI shall maintain the Web Site
                  ---------------------------
                  to keep it consistent with good practice associated with
                  retail e-commerce Web sites offering general merchandise as
                  such practices may change. Retailer shall cooperate with GSI
                  in the maintenance of the Web Site at GSI's cost and expense.

     3.2  Sale and Promotion of Merchandise on the Web Site.
          -------------------------------------------------

          3.2.1   GSI may offer for sale on the Web Site any merchandise in any
                  Category. Notwithstanding anything contained herein to the
                  contrary, GSI shall not offer firearms for sale on the Web
                  Site. Upon Retailer's request based upon Retailer's reasonable
                  business needs, GSI [*] within a commercially reasonable

                                 Page 7 of 45
<PAGE>

                  time. Upon Retailer's request, GSI shall [*], provided that
                  the number of styles of such merchandise shall not exceed [*]
                  in any year. GSI shall not promote on the Web Site any
                  merchandise that is not offered for sale on the Web Site or
                  not offered for sale in Land Based Stores. Upon Retailer's
                  request based upon Retailer's reasonable business needs, GSI
                  shall discontinue marketing promotions on the Web Site within
                  a commercially reasonable time.

          3.2.2   Without limiting the generality of the foregoing, within the
                  Categories, GSI may offer for sale

                  (a)   In Line Merchandise not offered for sale in the Land
                        Based Stores except for In Line Merchandise that
                        Retailer is not authorized by the manufacturer to sell
                        in its Land Based Stores; and
                  (b)   Special Make-Ups; and
                  (c)   Closeout Merchandise; and
                  (d)   Markdowns; and
                  (e)   Gift Certificates for Online Merchandise.

          3.2.3   GSI may offer for sale Land Based Stores Gift Certificates.
                  These certificates shall be provided to GSI on consignment as
                  set forth in Section 3.4 of this Agreement.

          3.2.4   When a written dealer agreement prohibits Retailer from
                  selling certain merchandise through the Web Site, [*].

     3.3  GSI's Supply of Certain Online Merchandise.
          -------------------------------------------

          3.3.1   Special Make-Ups. Prior to ordering Special Make-Ups, Retailer
                  ----------------
                  shall provide to GSI a description of such Special Make-Ups
                  and advise GSI of Retailer's price to GSI, quantity, and color
                  selection and size range of such Special Make-Ups. GSI may
                  purchase, and Retailer shall sell to GSI at estimated
                  Retailer's Net Cost, the Special Make-Ups, in quantities,
                  colors and sizes determined by GSI. GSI shall have five
                  business days after GSI's receipt of Retailer's notice of
                  availability to advise Retailer of the quantity of any of the
                  Special Make-Ups that it has elected to purchase. Special
                  Make-Ups purchased by GSI shall not be sold on any Web site
                  other than the Web Site.

          3.3.1   Closeout Merchandise and Markdowns. Retailer may at its sole
                  ----------------------------------
                  discretion offer Closeout Merchandise or Markdowns for sale on
                  consignment through the Web Site. Retailer shall ship such
                  Closeout Merchandise or Markdowns to GSI's fulfillment center.
                  Notwithstanding the foregoing, GSI shall not be required to
                  accept a number of styles of Closeout Merchandise and
                  Markdowns that is greater than [*] in the first two years of
                  the Agreement, and greater than [*] in the remaining years of
                  this Agreement. Retailer shall set the selling prices on the
                  Closeout Merchandise and Markdowns. Retailer shall receive [*]
                  of the proceeds from the sale of any Closeout Merchandise and
                  Markdowns received by GSI excluding amounts received for
                  taxes, delivery, handling, and net of returns, which shall be
                  calculated as follows: [*] of the sale price plus Retailer's
                  7.5% Revenue Share. By way of example only, if Retailer
                  consigns an athletic shoe to GSI with an original price of
                  $75.00 and a Closeout Merchandise or Markdown price of $50.00,
                  then when the athletic shoe is sold, Retailer shall receive
                  [*] ([*] of $50.00 and [*] of $50.00). GSI shall hold the
                  inventory of Closeout Merchandise or Markdowns In accordance
                  with Schedule 9 attached to

                                 Page 8 of 45
<PAGE>

                  this Agreement and shall account to Retailer and remit to
                  Retailer amounts due under this Agreement, for the sale of any
                  Closeout Merchandise and Markdowns when it accounts to
                  Retailer for and remits the Revenue Share. The proceeds from
                  the sale of Closeout Merchandise and Markdowns shall not be
                  included in calculating Revenue Share.

          3.3.2   Form of Communication.  Any and all information required or
                  ---------------------
                  permitted to be provided by one Party to the other pursuant to
                  this Section 3.3 shall be provided in a mutually acceptable
                  form.

     3.4  Land Based Stores Gift Certificates.   Retailer shall furnish
          -----------------------------------
          Land Based Stores Gift Certificates to GSI on consignment in
          accordance with Schedule 9 attached to this Agreement in quantities
          and denominations requested by GSI. Any Land Based Store Gift
          Certificates not returned unsold to Retailer within 180 days after GSI
          receipt of such Land Based Store Gift Certificates shall be deemed to
          be sold by GSI and the face value of such Land Based Store Gift
          Certificates shall be deemed proceeds received from the sale of Land
          Based Store Gift Certificates. GSI shall remit to Retailer [*] 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 without limitation, credit card fees. GSI
          shall remit to Retailer all amounts due from, account to Retailer for,
          all sales of Land Based Store Gift Certificates concurrently with its
          accounting to Retailer for the Revenue Share. The proceeds from the
          sale of Land Based Store Gift Certificates shall not be included in
          calculating Revenue Share.

     3.5  Cooperation. The Parties acknowledge and agree that their mutual
          -----------
          cooperation and good faith are important to the success of the Web
          Site and the implementation of Retailer's strategies. Accordingly,
          each Party agrees reasonably to cooperate with, and to supply
          information to, the other Party to facilitate the operation and
          evaluation of the Web Site and implement Retailer's strategies.

     3.6  Land Based Store Kiosks.  By December 31, 2001, GSI shall have
          -----------------------
          installed terminals with access to the Web Site and from which
          purchases can be made through the Web Site in each Land Based Store
          with annual revenues for 1999 greater than [*]. GSI shall install such
          terminals in other Land Based Stores when their annual revenues exceed
          [*]. GSI shall maintain all such terminals at its own cost and
          expense.

     3.7  Payment and Accounting of Revenue Share to Retailer.  All proceeds and
          ---------------------------------------------------
          other compensation received through the Web Site other than proceeds
          from the sales of Closeout Merchandise, Markdowns, and Land Based
          Stores Gift Certificates shall be revenues of GSI. Retailer shall
          receive a [*] share of the revenue received by GSI from the sale of
          Online Merchandise other than Closeout Merchandise or Markdowns
          excluding amounts received for taxes, delivery, handling, and net of
          returns ("Revenue Share"). GSI shall properly remit any taxes due on
          sales through the Web Site. Within ten (10) days after the end of each
          GSI fiscal month during the Term (with the exception of December,
          which period shall be thirty days), GSI shall account to Retailer for
          the related Revenue Share due under this Agreement and shall remit to
          Retailer such Revenue Share and shall account to Retailer for any
          related taxes due and remitted by GSI.

          Within ninety (90) days after the end of each GSI fiscal year, GSI
          shall provide Retailer with a statement, certified by its independent
          auditors, setting forth the Revenue Share earned by Retailer during
          the prior GSI fiscal year and an accounting of the amounts due under
          Sections 3.3.2 and 3.4. For a period of three years after Retailer's
          receipt of such certified statement, Retailer may perform a single
          audit of the books and records of

                                 Page 9 of 45
<PAGE>

          GSI only with respect to the Revenue Share earned during the related
          GSI fiscal years. Such audit shall be conducted at GSI's principal
          office located in the continental United States on two weeks' prior
          notice to GSI. If the audit reveals that the Revenue Share or other
          amounts due Retailer under this Agreement were understated, GSI shall
          within thirty days of completion of the audit, pay to Retailer the
          unpaid balance for the period audited plus interest at the prime rate
          of interest reported in The Wall Street Journal on the date of the
          audit's certification, which interest shall accrue from the date that
          the related understated amounts were due. If the audit reveals that
          the accounting by GSI is understated by more than [*] percent for the
          related GSI fiscal year, GSI shall pay to Retailer (a) the unpaid
          balance of the Revenue Share or other amounts due Retailer under this
          Agreement for the period audited plus (b) interest at the rate of 18%,
          which interest shall accrue from the date that the related understated
          amounts were due plus (c) Retailer's reasonable costs of the audit.

     3.8  Service of Online Customers. GSI shall be responsible for providing
          ---------------------------
          all customer service relating to sales through the Web Site in
          accordance with current e-commerce industry standards. GSI shall
          provide online order tracking capability and toll-free telephone
          ordering assistance to Customers. GSI shall use commercially
          reasonable efforts to ship 98% of orders within 48 hours of GSI's
          receipt of orders.

          3.8.1   Independent Evaluation. No more frequently than annually,
                  ----------------------
                  Retailer may request that a mutually acceptable, independent
                  third party be engaged to review retail e-commerce Web sites
                  offering general merchandise to determine the customer service
                  provided at such Web sites. The cost of each such review shall
                  be shared equally by the Parties. Upon Retailer's request, GSI
                  shall implement such customer service methods that are
                  implemented on [*] or more of the [*] of such sites that are
                  ranked highest by Media Metrix or such other mutually
                  acceptable Person during the most recent monthly reporting
                  period. Upon Retailer's request, GSI shall implement such
                  methods that are implemented on [*] or more of the [*] of such
                  sites that are ranked highest by Media Metrix or such other
                  mutually acceptable Person during the most recent monthly
                  reporting period unless such methods would be inconsistent
                  with GSI's reasonable business needs. Notwithstanding the
                  foregoing, GSI is not required to implement any method if it
                  would be illegal, would result in the infringement or
                  violation of any third party's rights, would cause a breach of
                  any agreement to which GSI is a party, or would require GSI to
                  enter into a commercially unreasonable license.

          3.8.2   Customer Complaints and Surveys.  GSI shall contemporaneously
                  -------------------------------
                  transmit to Retailer by email copies of email correspondence
                  between GSI and Customers that lodge complaints about the
                  customer service related to the Web Site and on a quarterly
                  basis, shall provide copies of all other correspondence from
                  Customers that lodge complaints about the customer service
                  related to the Web Site. GSI shall provide to Retailer the
                  compiled results of any of GSI's surveys of Web Site customer
                  satisfaction with the Web Site.

     3.9  Audit.  Upon 30 days prior written notice and no more frequently
          -----
          than once per 12 month period, GSI shall provide to Retailer
          reasonable access during normal business hours to GSI's books,
          records, and data that document the sales, shipment, and return of
          merchandise through the Web Site for the limited purpose of Retailer's
          review of GSI's performance under this Agreement. Retailer may inspect
          such books, records, and data and all such information (other than
          Customer Information) shall be Confidential Information of GSI as
          defined in Section 7 of this Agreement, and subject to Section 7 of

                                 Page 10 of 45
<PAGE>

          this Agreement. Retailer may only make copies of such books, records,
          and data as are reasonably related to disputed matters and only with
          prior notice to GSI.

     3.10 Return of Online Merchandise.  GSI's return policy shall be consistent
          ----------------------------
          with Retailer's return policy. With each shipment of merchandise to a
          Customer, GSI shall instruct the Customer that the merchandise
          purchased through the Web Site may be returned to the Land Based
          Stores or to the Web Site fulfillment center and that such returned
          merchandise ("Online Return") may only be returned in accordance with
          the instructions enclosed with the merchandise.

          3.10.1    Online Return to GSI. GSI will deduct any Revenue Share
                    --------------------
                    related to the sale of an Online Return to and accepted by
                    GSI. Such deduction will be made from the next Revenue Share
                    payment and shall be identified in the related accounting.

          3.10.2    Online Return to GSI of Markdowns and Closeout Merchandise.
                    ----------------------------------------------------------
                    GSI will issue a refund to Customers for Online Returns of
                    Markdowns and Closeout Merchandise accepted by GSI. Proceeds
                    paid to Retailer for the sale of such Markdowns and Closeout
                    Merchandise will be credited to GSI in the next payment to
                    Retailer under this Agreement.

          3.10.3    Online Returns to Land Based Store.  Retailer shall ship, at
                    ----------------------------------
                    GSI's cost (which may include, without limitation,
                    reasonable fees to third party RTV consolidators or
                    processors), Online Returns to Land Based Stores to GSI's
                    fulfillment center. GSI shall credit to Retailer the amount
                    refunded to the Customer less the related Revenue Share. If
                    such merchandise is Closeout Merchandise or a Markdown, GSI
                    shall credit to Retailer the portion of the sale proceeds
                    retained by GSI pursuant to this Agreement and such
                    merchandise shall be returned to the Closeout Merchandise
                    and Markdown inventory. Any credit for Online Returns to
                    Land Based Stores will be applied to the Revenue Share
                    payment for the month following GSI's receipt of the related
                    merchandise. No credit shall be due for merchandise that is
                    not accompanied by proof of the purchase of the merchandise
                    through the Web Site and proof of refund by Retailer.

     3.11 Retailer Personnel Discounts.  GSI shall offer to officers,
          ----------------------------
          directors, and employees of Retailer discounts on purchases of
          services and merchandise through the Web Site identical to the
          discounts offered by Retailer to such personnel for purchases at Land
          Based Stores. The discount may not be used in combination with any
          other discount. Retailer shall promote the discount for such purchases
          through the Web Site to the same extent that it promotes the discount
          for such purchases at Land Based Stores.

     3.12 Promotions.  GSI may use the URL and Retailer's name and logo to
          ----------
          promote the Web Site with other businesses; provided however, GSI
          shall not promote the Web Site on any other sporting goods retailer's
          Web site or on any Web site that would generally be considered
          immoral, pornographic or otherwise offensive.

     3.13 Retailer 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 appoint a Project Manager who shall be
          authorized to act on behalf of Retailer for all purposes under this
          Agreement and whose primary duties shall be to work with GSI regarding
          this Agreement and the Web Site. Commencing with the Project Manager's
          appointment and continuing through the Term, the Project Manager shall
          be Retailer's contact point with GSI and shall be responsible for
          supplying GSI with the Retailer Content, notices permitted or required
          under this Agreement, and such other information as may

                                 Page 11 of 45
<PAGE>

            reasonably be required of Retailer to create, maintain, and operate
            the Web Site efficiently.

     3.14   Government Notices.  GSI shall comply in all material respects with
            ------------------
            all applicable Laws, including without limitation, all applicable
            Laws relating to disclosure, advertisement, unfair competition, tax,
            and consumer matters. GSI shall provide immediate notice to Retailer
            of all government notices and legal process regarding the Web Site,
            including without limitation notices of deceptive trade practices,
            infringement, false advertising, defamation, and Federal Trade
            Commission notices. All such notices and legal process and the
            existence of all such notices and legal process shall be
            Confidential Information of GSI as defined in Section 7 of this
            Agreement, and subject to Section 7 of this Agreement.


4    Online Data and Databases

     4.1    Ownership of Data.  Schedule 5 attached to this Agreement describes
            -----------------
            the data to be collected by GSI through the Web Site ("Customer
            Data") as of the Effective Date. The scope of GSI's collection of
            Customer Data is within GSI's sole discretion and may be changed at
            any time and from time to time without prior notice. GSI shall give
            Retailer notice of such changes within a reasonable time after
            implementation of such changes. Customer Data shall be [*], and any
            and all other data obtained in any manner or from any source by GSI
            that is not information obtained from Retailer shall [*]. During the
            Term and for [*] after the expiration or termination by Retailer of
            this Agreement, GSI shall not [*]. For [*] after the expiration or
            termination by Retailer of this Agreement, GSI shall [*].

            4.1.1   Compliance with the Web Site Privacy Policy.  During the
                    -------------------------------------------
                    Term and thereafter, GSI and Retailer shall hold and use
                    Customer Data in strict compliance with the Web Site privacy
                    policy as such policy may be revised by mutual agreement at
                    any time and from time to time. GSI shall provide prompt
                    notice of changes to the Web Site privacy policy and each
                    Party will provide prompt notice to the other Party of
                    changes to the elections under such policy by the
                    individuals to which the Customer Data relates.

     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 GSI's storage of data and all refinements,
            updates, releases, improvements and enhancements thereto, all
            Intellectual Property Rights therein, and all applications created
            for use of the data and Retailer Content (collectively "Databases")
            shall, as between GSI and Retailer, be the sole and exclusive
            property of GSI.

     4.3    Delivery of Customer Data to Retailer.  Beginning 30 days after the
            -------------------------------------
            Launch Date and during the Term, GSI shall permit Retailer to access
            and use Customer Data in the Databases in accordance with this
            Agreement. GSI shall use commercially reasonable efforts to provide
            to Retailer for its use solely in accordance with this Agreement,
            the tools available to GSI to access Customer Data, which tools
            available as of the Effective Date are identified on Schedule 8.
            Retailer's use of such tools shall be limited to accessing Customer
            Data from the Databases during the Term and shall be subject to such
            other restrictions as may be reasonably required by GSI. GSI shall
            use commercially reasonable efforts to ensure that the Customer Data
            accurately and completely reflects the Customer Data collected by
            GSI, but GSI shall have no obligation to check the accuracy,
            validity or integrity of such Customer Data and except as set forth

                                 Page 12 of 45
<PAGE>

            in this Section 4, the Customer Data is provided "AS-IS" and without
            any warranty of any kind, either express or implied, including,
            without limitation, any implied warranties of title,
            merchantability, or fitness for a particular purpose, or any
            warranty against infringement of patents, copyrights, trade secrets,
            or other Intellectual Property Rights. Customer Data is Confidential
            Information of GSI and Retailer, as defined in Section 7 of this
            Agreement, and subject to Section 7 of this Agreement.


5    Advertising and Marketing

     5.1    Retailer's Obligations. Retailer shall, commencing no later than
            ----------------------
            the Launch Date and continuing during the Term, at no cost to GSI
            integrate the URL into its advertising and marketing in accordance
            with Schedule 2 attached to this Agreement.

     5.2    GSI's Obligations. GSI's marketing and promotion of the Closeout
            -----------------
            Merchandise and Markdowns will be consistent with the number of
            Closeout Merchandise and Markdown stock keeping units offered for
            sale through the Web Site relative to the number of other
            merchandise stock keeping units offered for sale through the Web
            Site. GSI shall, at its own cost and expense, use commercially
            reasonable efforts to establish and maintain an affiliate program
            linking other Web sites to the Web Site for the purpose of referring
            Customers to the Web Site. GSI shall, through December 31, 2000,
            provide [*] impressions on the Yahoo! Web site promoting the Web
            Site and services or merchandise offered through the Web Site or
            such other promotion through the Web mutually acceptable to the
            Parties. Such promotion shall be subject to Retailer's prior
            approval, which approval shall not be unreasonably withheld. Such
            promotions shall be deemed approved if GSI does not receive
            Retailer's notice of disapproval within 5 days of such promotions'
            availability to Retailer. GSI shall use commercially reasonable
            efforts to advise Retailer on other Web based marketing and
            promotional opportunities for increasing public awareness of the Web
            Site, including without limitation, email relationship marketing
            programs.

     5.3    Search Engine Registration. GSI shall register the Web Site with
            --------------------------
            each Web search engine or directory site that does not impose a
            material charge for such registration with which GSI registers the
            Web site of any Other GSI Retailer.

6    Advertising Co-op and Discretionary Funds

     During the Term, GSI shall use all Advertising Co-op and Discretionary
     Funds received by GSI directly from vendors (including without limitation,
     Retailer in its capacity as vendor of Special Make-Ups) as a result of the
     purchase of merchandise that was sold through the Web Site solely to
     promote the Web Site and not to defray any operating or development
     expenses. GSI shall provide an accounting of all such funds to Retailer
     upon Retailer's reasonable request.

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
            material that is clearly marked "confidential" or that the Party
            receiving the Confidential Information ("Receiving Party") knows, or
            has reason to know, is the confidential or proprietary information
            of the Party disclosing such Confidential Information ("Disclosing
            Party") either because a) such information is marked or otherwise
            identified by the Disclosing Party as confidential or proprietary or
            b) such

                                 Page 13 of 45
<PAGE>

            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 shall (a) hold and maintain in
            ---------------
            strict confidence all Confidential Information of the Disclosing
            Party and shall not disclose it to any third party and (b) shall not
            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
            obligations and restrictions imposed by this Section 7 shall
            terminate five (5) years after the expiration or termination of this
            Agreement.

            Notwithstanding the foregoing, the Receiving Party may disclose
            Confidential Information to a director, officer, employee, or agent
            of the Receiving Party provided that (a) the responsibilities of
            such Person to the Receiving Party reasonably require access to
            Confidential Information; (b) the Receiving Party advises each such
            Person before he or she receives access to or possession of
            Confidential Information of the confidential nature of, and the
            Receiving Party's obligations regarding, the Confidential
            Information; and (c) for any Person who is not otherwise obligated
            by written agreement to comply with this Section 7, as a condition
            of obtaining access to any Confidential Information, each such
            Person is bound by written agreement the terms of which regarding
            Confidential Information are no less restrictive than those of this
            Agreement. The Receiving Party shall be liable for any duplication,
            use, or disclosure of any Confidential Information by any Person who
            obtains access to or possession of Confidential Information through
            the Receiving Party.

     7.3    Exceptions. Notwithstanding the foregoing, the Parties agree that
            ----------
            Confidential Information other than Customer Information will not
            include any information that: (a) was published or becomes available
            to the general public other than through a breach of this Agreement;
            (b) was possessed by the Receiving Party prior to receipt or access
            pursuant to this Agreement, other than through prior disclosure by
            the Disclosing Party, as evidenced by the Receiving Party's written
            records; (c) was obtained by the Receiving Party from a third party
            with a valid right to disclose such Confidential Information,
            provided that the Receiving Party did not know and reasonably should
            not have known that such third party was under a confidentiality
            obligation to the Disclosing Party; or (d) was independently
            developed by the Receiving Party without the benefit of disclosure
            by the Disclosing Party as evidenced by the Receiving Party's
            written records; or (e) was required to be disclosed by governmental
            agencies, regulatory authorities, or pursuant to court order to the
            extent such disclosure is required by law and provided that the
            Receiving Party provides reasonable prior notice to the Disclosing
            Party of the disclosure.

     7.4    Confidentiality of this Agreement. Retailer and GSI acknowledge
            ---------------------------------
            that the terms and conditions of this Agreement constitute
            Confidential Information of each Party governed by the terms of this
            Section 7 and each Party shall be deemed to be a Receiving Party
            with respect to such Confidential Information.

     7.5    Remedy. The Receiving Party acknowledges that the Disclosing Party
            ------
            will be irreparably harmed if the Receiving Party's obligations
            under this Section 7 are not performed, and

                                 Page 14 of 45
<PAGE>

            that the Disclosing Party would not have an adequate remedy at law
            in the event of a violation by the Receiving Party of such
            obligations. The Receiving Party agrees and consents that the
            Disclosing Party shall be entitled, in addition to all other rights
            and remedies to which the Disclosing Party may be entitled, to have
            a decree of specific performance or an injunction issued requiring
            any such violation to be cured and enjoining all Persons involved
            from continuing the violation. The existence of any claim or cause
            of action that the Receiving Party or any other Person may have
            against the Disclosing Party shall not constitute a defense or bar
            the enforcement of this Section 7. The Receiving Party acknowledges
            that the restrictions in this Section 7 are reasonable and necessary
            to protect legitimate business interests of the Disclosing Party.


8    Press Releases

     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 nor Retailer shall make any public
     announcement or issue any press release concerning the transactions
     contemplated by this Agreement without the prior written consent of the
     other Party. Each Party may make any public announcement or issue any press
     release it is required by law to issue provided such Party gives reasonable
     prior notice of such announcement or press release to the other Party.


9    Exclusive Web Agreement

     9.1    Exclusive Retailer Web Site. During the Term, other than through
            ---------------------------
            the Web Site or other Web site operated by GSI, and except to
            promote the Web Site or Land Based Stores, neither Retailer nor any
            Affiliate of Retailer shall, alone or with others, directly or
            indirectly (a) promote or offer for sale through the Internet any
            merchandise in a Category or distribute or fulfill orders for any
            merchandise in a Category sold through the Internet or (b) use or
            permit any other Person to use its name, logo, or other trademarks,
            service marks, trade names, or trade dress, whether or not
            registered, on the Internet; provided, however, that if (a) Retailer
            develops an alternative business model involving sales of sporting
            goods under a trade name other than Oshman's Sporting Goods or
            Oshman's SuperSports USA and having a substantially different
            product mix than presently carried in the Land Based Stores, and (b)
            GSI declines to provide a Web site to Retailer for such business on
            substantially the same terms as this Agreement, the provisions of
            this Section 9.1 shall not apply to such business.

     9.2    No [*] Web site. During the Term, GSI shall not operate an e-
            ---------------
            commerce enabled Web site for [*]. This Section 9.2 shall expire and
            have no further force or effect if (a) the aggregate direct and
            indirect ownership interest of the executive officers, directors,
            and Affiliates of [*] as of the Effective Date later falls below [*]
            and (b) Retailer's annualized revenue from Land Based Stores is less
            than [*].

     9.3    Retailer's Existing Web Site. For the period commencing 30 days
            ----------------------------
            after the execution of this Agreement and ending on the Launch Date,
            GSI shall host Retailer's currently existing Web site and shall use
            commercially reasonable efforts to make such Web site publicly
            accessible to users of the Internet at all times except for
            reasonable periods for system maintenance. GSI may offer for sale
            and accept and fulfill orders for Land Based Stores Gift
            Certificates through such site in accordance with this Agreement as
            if the Land Based Stores Gift Certificates were offered, sold, and
            fulfilled through the Web Site.

                                 Page 15 of 45
<PAGE>

     9.3.1  Ownership of Retailer's Existing Web Site. As between Retailer
            -----------------------------------------
            and GSI, Retailer's existing Web site shall remain the sole and
            exclusive property of Retailer. GSI shall have no rights in such Web
            site, other than the limited right to use such Web site for the
            performance of its obligations and exercising its rights under this
            Agreement.

     9.3.2  Retailer Warranty. Retailer represents, warrants, and covenants (a)
             ----------------
            that Retailer has the full legal right to grant to GSI any and all
            ownership rights and licenses granted to GSI under this Section 9.3
            and (b) that during the term of this Agreement, Retailer shall not
            distribute through its existing Web site any material that (a)
            infringes on the Intellectual Property Rights of any Person or any
            rights of publicity or privacy of any Person; (b) violates any Law
            (including without limitation, the laws and regulations governing
            export control, unfair competition, anti-discrimination, or false
            advertising); (c) is defamatory, trade libelous, unlawfully
            threatening, or unlawfully harassing; (d) is obscene, child
            pornographic, or indecent; (e) violates any community or Internet
            standard; or (f) contains any viruses, Trojan horses, worms, time
            bombs, cancelbots, or other computer programming routines that are
            intended to damage, detrimentally interfere with, surreptitiously
            intercept, or expropriate any system, data or personal information.

     9.3.3  Remedy. In addition to any remedies that GSI may have at law or in
            ------
            equity, if GSI reasonably determines that Retailer has breached or
            is likely to breach its representations, warranties, or covenants of
            this Section 9.3, GSI may take any action GSI reasonably deems
            necessary to cure or avoid the breach, including without limitation,
            the immediate disabling of the Web site and the removal from or
            refusal to upload to the Web site the related materials.


10   Use of URL, Trademarks, Service Marks, Trade Names, and Logos

     During the Term, Retailer hereby grants to GSI the exclusive license to
     use, copy, modify and display in accordance with this Agreement the URL and
     Retailer's trade names, trademarks, trade dress, service marks, and logos
     and such other names and logos as are listed on Schedule 3 attached to this
     Agreement ("Marks"), on the Web Site, and a nonexclusive license to use,
     copy, modify, and display the Marks on invoices and packing slips, in
     connection with credit card charges, in connection with a toll free Web
     Site customer service telephone line, as otherwise permitted by this
     Agreement, and generally in connection with the operation and promotion of
     the Web Site; provided however, GSI shall have no right to modify the Marks
     without Retailer's prior approval. Schedule 3 shall be modified from time
     to time during the Term to add any new trademarks, service marks, trade
     names and logos that Retailer uses during the Term, and any such additions
     to Schedule 3 shall be Marks under this Agreement.

     GSI recognizes the great value of the publicity and goodwill associated
     with the Marks and acknowledges that such goodwill belongs exclusively to
     and shall inure to the benefit of Retailer, and that the Marks have
     acquired a secondary meaning in the minds of the purchasing public. GSI
     will not acquire any rights in the Marks as a result of its use and all use
     of the Marks shall inure to Retailer's benefit. Retailer may terminate the
     license in this Section 10 to the extent that GSI's use of the Marks does
     not conform to Retailer's standards and GSI does not cure such failure
     within 10 days of GSI's receipt of Retailer's notice of such failure. GSI
     shall use the Marks in the form provided to GSI and as may be modified in
     accordance with this Agreement and in conformance with any Retailer
     trademark usage policies. GSI shall (a) not take any action inconsistent
     with Retailer's ownership of the Marks; (b) not attack or assist any third
     party in attacking the Marks; (c) use proper symbols indicating the
     registered status of the Marks; (d)

                                 Page 16 of 45
<PAGE>

     not attempt to register the Marks anywhere; and (e) not adopt or use
     confusingly similar marks. GSI's obligation under this Section 10 shall
     survive the termination of this Agreement.

     GSI shall use the Marks only in a manner that reflects the goodwill and
     quality reflected by the Marks. Upon notice from Retailer, GSI shall remove
     from the Web Site any Links to Web sites that in Retailer's reasonable
     judgment (a) are obscene, child pornographic, or violate any community or
     Internet standard or (b) would offer competitive merchandise or services or
     merchandise or services that would place Retailer in an adverse light or
     tarnish its reputation. The use of the Marks as otherwise permitted by this
     Agreement are deemed to comply with this Section 10.


11   Property Rights and Ownership

     The 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' respective rights with respect to such
     elements shall be as set forth below and subject to the terms of this
     Agreement. 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.

     11.1   The Web Site shall be owned solely by GSI.

     11.2   GSI Products shall be owned solely by GSI.

     11.3   Retailer Content shall be owned solely by Retailer.

     11.4   Marks shall be owned solely by Retailer.


12   Representations and Warranties

     12.1   Retailer represents and warrants that

            12.1.1    it has the full right to transfer to or grant to GSI the
                      right to use its URL, Secondary URLs, Marks, and Retailer
                      Content as transferred or granted in this Agreement;

            12.1.2    during the Term of this Agreement, as used in accordance
                      with this Agreement, the Retailer information provided
                      pursuant to Section 3.1.7 and Retailer Content, as
                      provided by Retailer and as updated, are accurate,
                      complete, and not misleading and (a) do not violate any
                      Law (including without limitation, the laws or regulations
                      governing export control, unfair competition, anti-
                      discrimination, or false advertising); (b) do not breach
                      any contract and has not resulted in and will not result
                      in any consumer fraud, product liability, tort, injury,
                      damage, or harm of any kind to any third party; or (c) do
                      not violate any Person's property rights or rights to
                      publicity, privacy, personality, or other rights, and are
                      not defamatory, libelous, unlawfully threatening,
                      unlawfully harassing, obscene, indecent, or pornographic;

            12.1.3    Retailer's use and maintenance of Customer Information
                      shall be in strict compliance with the Web Site privacy
                      policy as such policy may be revised at any time and from
                      time to time without notice; and

                                 Page 17 of 46
<PAGE>

            12.1.4    Schedule 4 attached to this Agreement is, and shall be
                      promptly revised by Retailer to continue to be, an
                      accurate and complete list of the addresses of every
                      facility owned or operated by Retailer.

            12.1.5    Schedule 6 attached to this Agreement is, and shall be
                      maintained by Retailer to continue to be, an accurate and
                      complete list of the Secondary URLs registered in
                      Retailer's name, and Retailer shall give 30 days prior
                      notice to GSI of any and all additions or changes to the
                      Secondary URLs on Schedule 6.

     12.2   GSI represents and warrants that during the term of this Agreement,
            the Web Site, GSI Content, all material available on the Web Site,
            and all advertising that is not Retailer Information or Retailer
            Content will not (a) infringe on the Intellectual Property Rights of
            any Person or any rights of publicity or privacy of any Person; (b)
            violate any Law (including without limitation, the laws and
            regulations governing export control, unfair competition, anti-
            discrimination, or false advertising); (c) be defamatory, trade
            libelous, unlawfully threatening, or unlawfully harassing; (d) be
            obscene, child pornographic, or indecent; (e) violate any community
            or Internet standard; or (f) contain any viruses, Trojan horses,
            worms, time bombs, cancelbots, or other computer programming
            routines that are intended to damage, detrimentally interfere with,
            surreptitiously intercept, or expropriate any system, data or
            personal information.

     12.3   Each Party represents and warrants to the other Party that: (a) 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; (b) 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 (c)
            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.

     12.4   In addition to any remedies that either Party may have at law or in
            equity, if either Party reasonably determines that the other Party
            has breached or is likely to breach Section 12.1.2 or 12.2, the non-
            breaching Party may take any action it reasonably deems necessary to
            cure or avoid the breach, including without limitation, the
            immediate removal from or refusal to upload to the Web Site the
            related materials.


13   Disclaimer of Warranties

     EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER
     RETAILER NOR GSI MAKES ANY, AND BOTH DISCLAIM ALL, REPRESENTATIONS AND
     WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT OR IN LAW,
     INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF TITLE, NON-INFRINGEMENT,
     MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT
     ARISE FROM TRADE USAGE OR CUSTOM. EACH PARTY ACKNOWLEDGES AND AGREES THAT
     THE OTHER PARTY HAS NOT MADE, NOR DOES HEREBY MAKE, ANY OTHER
     REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR CHARACTER, EXPRESSED OR
     IMPLIED.


14   Indemnification

                                 Page 18 of 45
<PAGE>

     14.1   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
            from or related to (a) claims that GSI's possession or use in
            accordance with this Agreement of Retailer Content, the Marks, or
            other items provided by Retailer pursuant to this Agreement
            infringes a third party patent, copyright, trademark, trade secret,
            or other proprietary right; (b) claims by third parties arising from
            or related to Retailer's breach of any representation or warranty in
            this Agreement; or (c) Retailer's gross negligence, willful or
            intentional misconduct.

     14.2   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
            from or related to (a) claims made by third parties to the extent
            that they are based on information (including Content) on, or
            transactions through, the Web Site or GSI's services to Retailer
            provided pursuant to this Agreement other than claims for which GSI
            is entitled to indemnification pursuant to Section 14.1 of this
            Agreement or (b) GSI's gross negligence, willful or intentional
            misconduct.

     14.3   An indemnitor under this Section 14 shall have the right to control
            the defense and settlement of any claims or actions for which it is
            obligated to defend, but the indemnitee shall have the right to
            participate in such claims or actions at its own cost and expense.
            An indemnitor under this Section 14 shall have no liability under
            this Section 14 to the extent that the indemnitor is actually
            prejudiced by the indemnitee's failure to give notice to the
            indemnitor promptly after the indemnitee learns of such claim so as
            to not prejudice the indemnitor.


15   Insurance

     15.1   GSI shall maintain in full force and effect products liability
            insurance coverage for merchandise sold through the Web Site in an
            amount not less than [*]. Such policy shall name Retailer as an
            additional insured.

     15.2   GSI shall deliver to Retailer certificates of insurance that
            stipulate that no less than ten days notice will be given to
            Retailer prior to the termination of the related policy. Such
            certificates shall identify the coverage and state that Retailer is
            an additional insured under the policy.


16   Termination and Other Remedies

     16.1   Termination for Cause by Either Party.  Except as otherwise
            -------------------------------------
            provided in this Agreement, this Agreement may be terminated by
            either Party

            16.1.1  if a material breach of the terms or conditions of this
                    Agreement by the other Party which breach is not cured
                    within 30 days of the breaching Party's receipt of notice of
                    such breach or such longer period as may be reasonably
                    necessary provided that the Party in breach is diligently
                    pursuing a cure. As used herein, "material breach" shall
                    mean a failure by a Party to perform any of its obligations
                    the effect of which would substantially impair the value of
                    this Agreement to the other Party;

                                 Page 19 of 45
<PAGE>

            16.1.2  if the other Party fails to pay to the Party within 10 days
                    after Party makes written demand for any past-due amount
                    payable under this Agreement;

            16.1.3  if a voluntary petition is commenced by the other Party
                    under the Bankruptcy Code, as amended, 11 U.S.C. (S) 101 et
                    seq; the other Party has an involuntary petition commenced
                    against it under the Bankruptcy Code and such petition is
                    not dismissed within 60 days after filing; the other Party
                    becomes insolvent; or any substantial part of the other
                    Party's property becomes subject to any levy, seizure,
                    assignment, application, or sale for or by any creditor or
                    governmental agency; or liquidates or otherwise discontinues
                    all or a significant part of its business operations.

            16.1.4  if a Party's non-performance is excused by Section 19 and
                    such non-performance continues for 30 days.

     16.2   Termination for Cause by Retailer.
            ---------------------------------

            16.2.1  Retailer may terminate this Agreement upon 180 days' notice
                    if (a) Revenue Share-generating sales do not equal or exceed
                    the following amounts for the related GSI fiscal years and
                    (b) GSI does not pay twice the shortfall in Revenue Share to
                    Retailer by March 31 of the following year.

                              2001  $[*]
                              2002  $[*]
                              2003  $[*]
                              2004  $[*]

            16.2.2  Retailer may terminate this Agreement immediately upon
                    notice if (a) GSI or any Affiliate of GSI (except for
                    Affiliates of GSI in a business relationship structure
                    substantially similar to that between GSI and The Sports
                    Authority (excluding the economics)) promotes, offers for
                    sale, or distributes any sports equipment, sports apparel,
                    or athletic footwear through the Internet under a trade
                    name, trademark, or service mark owned by GSI or any
                    Affiliate of GSI; (b) GSI does not offer (and is not
                    prohibited by the manufacturer from offering) to Retailer
                    the option to offer on the Web Site all merchandise that is
                    offered on such GSI Web site; and (c) Retailer gives notice
                    of termination within 30 days of Retailer's receipt of GSI's
                    notice refusing to so offer such option.

     16.3   Effect of Termination.
            ---------------------

            16.3.1    Upon the expiration or termination by Retailer of this
                      Agreement, (a) all licenses granted to either Party under
                      this Agreement shall terminate; (b) GSI shall transfer the
                      registration of the URL to Retailer and designate Retailer
                      as the administrative, technical, billing contact, and any
                      other contact for the URL and all Secondary URLs with the
                      registrar; (c) GSI shall return to Retailer or at
                      Retailer's option, destroy Retailer Content in GSI's
                      possession; and (d) upon Retailer's request, GSI shall
                      continue to operate the Web Site in accordance with this
                      Agreement for no more than 180 days and reasonably
                      cooperate with Retailer in closing the Web Site at the end
                      of such period, including without limitation, completing
                      the processing of all orders and requests for customer
                      service.

            16.3.2    Upon the expiration or termination by Retailer of this
                      Agreement, GSI shall release to Retailer Customer
                      Identification Data (defined below), which shall

                                 Page 20 of 45
<PAGE>

                      remain subject to Section 4 of this Agreement. "Customer
                      Identification Data" means Customer Data that identifies
                      the names, addresses, telephone numbers, email addresses,
                      and purchasing history of Customers who during the Term
                      have placed an order for Online Merchandise.

            16.3.3    Upon the expiration or termination by Retailer of this
                      Agreement, GSI grants to Retailer a perpetual,
                      transferable, irrevocable license throughout the universe
                      to use, copy, modify, adapt, translate, create derivative
                      works based upon, sublicense, reproduce, distribute,
                      publicly perform, publicly display, and digitally perform
                      the appearance and operational patterns of the user
                      interface of the Web Site. The foregoing license does not
                      include any rights to any computer software or programming
                      code.

            16.3.4    Sections 4, 7, 13, 14, 16.3, and 17 shall survive any
                      termination by GSI of this Agreement.

     16.4   Other Remedies. In addition to any other payment to be made
            --------------
hereunder, any amounts owed to a Party shall bear interest at the lesser of 18%
per annum or the maximum rate allowed by law from the date such amounts were
required to be paid until payment. Nothing contained herein shall limit a
Party's ability to obtain injunctive or equitable relief with respect to the
breach of Sections 9 or 10.


17   Limitations of Liability

     EXCEPT FOR ANY LIABILITY UNDER SECTIONS 7 AND 14 OF THIS AGREEMENT, UNDER
     NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
     INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
     (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR
     OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS
     AGREEMENT OR 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. EXCEPT FOR ANY LIABILITY UNDER SECTIONS 7 AND 14 OF THIS
     AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
     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; PROVIDED, HOWEVER, THAT IF FEWER
     THAN [*] MONTHS HAVE ELAPSED FROM THE LAUNCH DATE THROUGH THE DATE OF SUCH
     LAST ACT OR OMISSION, THEN THE LIABILITY CAP SHALL BE EQUAL TO TWELVE TIMES
     THE AVERAGE MONTHLY PAYMENT TO RETAILER DURING SUCH PERIOD. THE REMEDIES
     SET FORTH IN THIS SECTION 17 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES
     AVAILABLE TO THE PARTIES UNDER THIS AGREEMENT. THE REMEDIES SPECIFICALLY
     PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS SECTION 17 SET FORTH
     EACH PARTY'S EXCLUSIVE REMEDIES AND ALLOCATE BETWEEN GSI AND RETAILER THE
     RISKS UNDER THIS AGREEMENT, SOME OF WHICH MAY BE UNKNOWN OR UNDETERMINABLE.
     SUCH LIMITATIONS WERE A MATERIAL INDUCEMENT FOR GSI AND RETAILER TO ENTER
     INTO THIS AGREEMENT, AND THE PARTIES HAVE RELIED UPON SUCH LIMITATIONS IN
     DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT, AND THE PARTIES INTEND
     THEM TO BE ENFORCEABLE WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR,
     EITHER

                                 Page 21 of 45
<PAGE>

     PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES
     AND EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL OF THEIR
     ESSENTIAL PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY RESPECT
     FOR CLAIMS BROUGHT MORE THAN [*] MONTHS AFTER THE LAST ACT OR OMISSION
     GIVING RISE TO SUCH LIABILITY.


18   Discontinuance or Regulation of the Internet; Termination of Access to the
     Web Site

     18.1   Discontinuance or Regulation of the Internet. Retailer acknowledges
            --------------------------------------------
            that the Internet (including without limitation the Web) is a
            network of private and public networks and that GSI has no control
            over the Internet. GSI shall not be 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.

     18.2   Termination of Access to the Web Site. GSI may terminate access to
            -------------------------------------
            the Web Site at any time and without notice (a) to prevent damage or
            degradation to the Web Site; (b) to comply with any Law; or (c)
            otherwise protect GSI from liability to third parties. GSI will use
            reasonable commercial efforts to notify Retailer of any such
            termination of access as soon as reasonably practicable after such
            termination of access and promptly to restore such access upon the
            cessation of the condition leading to such termination.


19   Force Majeure

     Neither Party shall be liable to the other Party for non-performance of
     this Agreement in whole or in part, if (a) the non-performance is caused by
     the other Party or events or conditions beyond that Party's reasonable and
     actual control and for which that Party is not responsible under this
     Agreement, (b) the Party gives prompt notice under Section 20, and (c) the
     Party makes all commercially reasonable efforts to perform.

20   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:     Global Sports Interactive, Inc.
                         1075 First Avenue
                         King of Prussia, PA 19406
                         Attention:  President

               Copy to:  Arthur H. Miller, Esquire
                         Executive Vice President and General Counsel
                         1075 First Avenue
                         King of Prussia, PA 19406

                                 Page 22 of 45
<PAGE>

          If to Retailer:     Oshman's Sporting Goods, Inc.-Services
                              2302 Maxwell Lane
                              Houston, TX 77023
                              Attention: Steven U. Rath

                    Copy to:  Legal Department
                              Oshman's Sporting Goods, Inc.-Services
                              2302 Maxwell Lane
                              Houston, TX 77023


21   Assignment

     Neither GSI nor Retailer may assign this Agreement without the prior
     written consent of the other Party, which consent shall not be unreasonably
     withheld, except that either Party may assign this Agreement upon written
     notice to the other Party to an Affiliate of the assignor or to any Person
     that acquires or succeeds to all, or substantially all, of assignor's
     business or assets.


22   Independent Contractors

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


23   Waiver

     The waiver or failure of either Party to exercise in any respect any right
     provided hereunder shall not be deemed a waiver of such right in the future
     or a waiver of any other rights established under this Agreement.


24   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 State of Delaware (excluding the choice of
     law rules thereof).


25   Jurisdiction

     The Parties agree that the exclusive jurisdiction and venue of any dispute
     that arises hereunder shall be in federal or state courts of competent
     jurisdiction in the jurisdiction of the defendant's principal place of
     business.


26   Binding Effect

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

                                 Page 23 of 45
<PAGE>

27   Severability

     Should any term or provision of this Agreement be held to any extent
     unenforceable, invalid, or prohibited under law, then such provision shall
     be deemed restated to reflect the original intention of the Parties as
     nearly as possible in accordance with applicable law and the remainder of
     this Agreement, or the application of such term or provision to Persons,
     property, or circumstances other than those as to which it is invalid,
     unenforceable, or prohibited, shall not be affected thereby, and each term
     and provision of this Agreement shall be valid and enforceable to the
     fullest extent permitted by law.


28   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. All references to "Section" or "Sections" refer to
     the corresponding Section or Sections of this Agreement. All words used in
     this Agreement will be construed to be of such gender or number as the
     circumstances require. Unless otherwise expressly provided, the word
     "including" does not limit the preceding words or terms, but is rather
     intended to signify that some of many examples follow. The words "hereof,"
     "thereof," "herein" and the like are intended to refer to the Agreement as
     a whole unless the context clearly and unambiguously indicates otherwise.


29   Entire Agreement

     This Agreement, including the Schedules attached to this 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 the
     Parties hereto. This Agreement supersedes all prior writings of the Parties
     with respect to this subject matter.

                                 Page 24 of 45
<PAGE>

30   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.


     The Parties accept this Agreement and have caused this Agreement to be
executed and do each hereby warrant and represent that its respective signatory
whose signature appears below has been and is on the date executed duly
authorized by all necessary and appropriate corporate action to execute this
Agreement on its behalf.


Global Sports Interactive, Inc.           Oshman's Sporting Goods, Inc.-Services

By:     /s/ Michael Rubin                 By:     /s/ Steven U. Rath

Name:   Michael Rubin                     Name:   Steven U. Rath

Title:  CEO                               Title:  Exec. Vice Pres.

Date:   12/30/99                          Date:   12/30/99

                                 Page 25 of 45
<PAGE>

Schedule 1

                             Web Site Development


     Unless otherwise defined below, terms defined in the Agreement have the
same meaning in this Schedule 1..

1.   DEFINITIONS

     1.1  "Domain Name" means the URL.

     1.2  "Agreement" means the E-Commerce Agreement by and between GSI and
Retailer to which this Schedule is attached as Schedule 1.

     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, including but not limited to copyrights,
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 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, including any tools which GSI creates pursuant to the
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.

     1.10 "Retailer Content" means the Domain Name, if applicable, 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 the Agreement.
<PAGE>

     1.12 "Web Site" means, collectively, the Web site developed pursuant to
the Agreement and including without limitation, GSI Products and the Retailer
Content made available on web pages at the URL.

     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 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 and Retailer information specified in
Attachment A 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.

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 accessible via the Web through use of the URL.
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 a mutually agreed to time following 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.  Upon notification 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 periodic maintenance windows.  GSI
may temporarily block access to the Web Site to perform Web Site Maintenance
Services during periodic maintenance windows.
<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 Retailer's discretion, excluding
the corporate identity materials and logos, which are mandatory.
<PAGE>

                                 ATTACHMENT B


          (TO BE COMPLETED)

Format of Retailer Content:

Project Liaisons:
          For GSI:                  For Retailer:

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

31.  PRODUCT SEARCH
32.  KEYWORD SEARCH
33.  ADVANCED SEARCH
34.  BROWSE CATEGORIES
35.  BROWSE BRANDS
36.  RECOMMENDATION TOOLS
37.  ADVANCE PRODUCT PRESENTATION
38.  SHOPPING CART
39.  GIFT GIVING FUNCTIONALITY
40.  REMOTE PUBLISHING TOOLS FOR HUMAN RESOURCES AND PRESS ROOM
          AND EVENTS
41.  SALES TAX CONFIGURATION AND CALCULATION
42.  PRODUCT REVIEWS.
43.  24/7 CUSTOMER SUPPORT
     11.  VIA TELEPHONE AND ONLINE
44.  AFFILIATE PROGRAM FUNCTIONALITY
45.  ONLINE GIFT CERTIFICATES.
46.  LAND BASED STORES GIFT CERTIFICATES
47.  STORE LOCATOR
48.  FINANCIAL INFORMATION
49.  FREQUENTLY ASKED QUESTIONS
50.  COMMUNITY PROGRAMS
51.  COMPANY PROFILE
52.  ONLINE ORDER STATUS
          AND TRACKING
53.  CUSTOMER FEEDBACK
54.  CHAT ROOM/BULLETINBOARD/"LIVE REP"
55.  "MY OSHMAN'S" PAGE
56.  REPLENISHMENT
57.  SCALABLE

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

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

DISCOVERY AND PLANNING
COMMENCE ENGINE ENGINEERING
ESTABLISH FULFILLMENT CAPABILITIES
RETAILER WEB SITE DEVELOPMENT
<PAGE>

QUALITY CONTROL REVIEW AND REVISIONS
ALPHA TESTING
BETA (SOFT LAUNCH)
WEB SITE LAUNCH TO GENERAL PUBLIC
MEDIA AND PROMOTIONS
<PAGE>

                                 ATTACHMENT C

                          ASSET SUBMISSION GUIDELINES

This section details how to submit assets.

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

GSI requires 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.  Retailer's Photoshop EPS Images are 220-226 PPI TIFF and
Bitmap Images are 800 PPI.

GSI allows 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
------------------------------------------------------------------

GSI shall 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,  Adobe Acrobat, Excel

     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 6.0 - 8.0 (7.0 preferred)

     Video:
     QuickTime or other video industry standard

     Audio:
     WAV, AIFF, MIDI


Non-Digital Media
-------------------------------------------------------------------
Contact GSI to discuss needs and capabilities before submitting any non-digital
assets.

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

GSI prefers to receive assets via FTP (file transfer protocol) although GSI
accepts assets via standard package delivery services (i.e., FedEx, USPS, UPS,
etc.) and email.
<PAGE>

Submission via FTP

FTP Area: ftp.globalsportsinteractive.com

Adobe Photoshop EPS or Adobe acrobat PDF
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 Retailer wishes to submit assets via standard package delivery services,
please address the package to this address:

Address: TBD

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

                  [remainder of page deliberately left blank]
<PAGE>

Schedule 2

                                URL Integration

     Terms defined in the Agreement have the same meaning in this Schedule 2.

1.   Definitions

     a.   "dvertisement" means any announcement, display, poster, sign, notice,
           ------------
          circular, brochure, catalogue, or other communication a purpose of
          which is to identify, promote, or attract public attention to
          Retailer's business, service, or merchandise in any form or media.

     b.   "Call to Action" means the phrase "Shop Online at oshmans.com" or any
           --------------
          other phrase mutually acceptable to GSI and Retailer.


2.   Marks

     During the Term, Retailer shall integrate the URL with Marks in accordance
     with the Agreement and this Schedule 2 whenever and where ever the Marks
     are used by Retailer unless commercially unreasonable to so integrate the
     URL.  The integration shall be as shown on Schedule 3 to the Agreement or
     in any other presentation or method mutually acceptable to the Parties.


3.   Print Media

     a.   URL and Call to Action.  The URL and Call to Action shall be presented
          ----------------------
          on the front page on no less than [*] of Retailer's print media
          Advertisements of 4 or more pages, and at least 2 pages of all of
          Retailer's print media Advertisements of 4 or more pages.

          i.   The URL and Call to Action shall be no smaller than the
               equivalent of oshmans.com and Shop Online at oshmans.com  (Arial,
               Bold, 20 pt).

4.   Video Media

     Provide audio announcements with video displays for the promotion of the
     Web Site or services or merchandise offered through the Web Site in all 30
     second video media Advertisements unless, and then only to the extent that,
     such announcements with video displays are prohibited by Retailer's
     agreement with a vendor for Advertising Co-op and Discretionary Funds.  The
     copy and presentation of such audio announcements with video displays shall
     be subject to the Parties mutual agreement.


5.   Audio Media

     Provide audio announcements for the promotion of the Web Site or services
     or merchandise offered through the Web Site in all audio media 30 second
     Advertisements unless, and then only to the extent that, such announcements
     are prohibited by Retailer's agreement with a vendor for
<PAGE>

     Advertising Co-op and Discretionary Funds. The copy and presentation of
     such audio announcements shall be subject to the Parties mutual agreement.

6.   Direct Mail

     a.   URL and Call to Action.  The URL and Call to Action shall be presented
          ----------------------
          on direct mail Advertisements on the same terms as are applicable in
          Section 3 to Print Media, except that the size of the URL and Call to
          Action shall be in proportion to the size of the direct mail
          Advertisements.

7.   In-Store Promotion

     a.   Call to Action.  Retailer shall include the Call to Action, displayed
          --------------
          as prominently as the Mark and URL on bags.

     b.   Promotion of the Web Site through In-Store Displays.
          ---------------------------------------------------

          i.   General Displays.  Retailer shall display in-store displays
               ----------------
               promoting the Web Site or services or merchandise offered through
               the Web Site provided at GSI's cost but, at the request of GSI,
               produced by Retailer, the copy and presentation of which shall be
               subject to the Parties mutual agreement.  Retailer shall display
               4 such in-store displays in its Superstores and 2 such in-store
               displays in its other Land Based Stores.

          ii.  Hours of Operation Signs.  At Retailer's discretion, based on
               ------------------------
               Retailer's reasonable business needs, Retailer shall display the
               following message with messages stating the Land Based Store
               hours of operation: "Open 24 hours per day, every day at URL,"
               which shall be displayed along with the Land Based Store hours of
               operation.

     c.   Promotion of the Web Site through In-Store Materials.  Retailer shall
          ----------------------------------------------------
          insert into all bags provided to customers any Advertisements
          promoting the Web Site or services or merchandise offered through the
          Web Site provided at GSI's cost but, at the request of GSI, produced
          by Retailer, the copy and presentation of which shall be subject to
          the Parties mutual agreement.

8.   Corporate Communications

     a.   Newsletters.  Retailer shall make available to GSI 1 full page for the
          -----------
          promotion of the Web Site or services or merchandise offered through
          the Web Site the copy and presentation of which shall be subject to
          the Parties mutual agreement in 1 issue of each newsletter distributed
          to Retailer personnel at the time that the Web Site is launched and
          shall make available to GSI space in subsequent newsletters at
          Retailer's discretion.

     b.   Training Materials.  Retailer shall make available to GSI reasonable
          ------------------
          space in its personnel training and orientation materials to promote
          the Web Site.  The copy and presentation of materials to be inserted
          into such materials shall be subject to the Parties mutual agreement.

9.   Costs

     Any costs to be reimbursed by GSI pursuant to this Agreement shall be
     reimbursed only to the extent that they are pre-approved in writing by GSI.
<PAGE>

                                  Schedule 3
                                  ----------
                                TRADEMARK LIST
                                --------------

MARK                                      REGISTRATION/APPLICATION #
----                                      --------------------------

America's #1 Fun Store                    1,906,156

Board Ragz                                74/601,883

Breakpoint                                1,758,475

Fish Heads                                75/333,490

Healthy Attitude                          2,002,127

Honsport                                  1,600,077

Jake O's                                  1,756,987

Lift 7                                    1,159,230

Mountain Tek                              2,075,911

Mountain Tek Sport                        2,092,304

Mountain Tek Sport                        75/333649

Mountain Tek Golf                         2,274,898

Mountain Tek Outfitters                   75/761,477

One Store Has All The Fun                 1,772,062

Oshmans                                   1,065,033

Oshman's                                  1,122,841

Oshman's                                  1,119,203

Oshman's                                  1163077-AL

Oshman's Ski Skool                        1,087,854

Schedule 3
Page 2
<PAGE>

MARK                                            REGISTRATION/APPLICATION #
----                                            --------------------------

OSSI                                            1,090,983

OSSI                                            1,435,673

Sea Raider                                      1,199,481

Some Stores Have All The Fun                    0,922,563

SGL-Sporting Goods Liquidators                  75/079,217

SuperSports USA                                 1,692,056

Tuff-Stuff                                      2,175,234

Waverunner                                      1,756,988

Waverunner                                      75/342,973

WinterGold                                      1,595,532

Women & Sports                                  2,119,113

Women & Sports and Design                       2,175,007
<PAGE>

                                  Schedule 4
<PAGE>

Schedule 5

Data to be Collected

Customer Identification Data, as defined in Section 16.3.2.
<PAGE>

                                  Schedule 6
                                  ----------

WHOIS Lookup
      Sponsored by:


Oshman's Sporting Goods Inc., Services (OSHMANS5-DOM)         OSHMANS.ORG
Oshman's Sporting Goods Inc., Services (OSHMANS4-DOM)         OSHMANS.NET
Oshman's Sporting Goods, Inc. (WOMEN-AND-SPORT2-DOM)     WOMEN-AND-SPORT.ORG
Oshman's Sporting Goods, Inc. (WOMENANDSPORTS-DOM)       WOMENANDSPORTS.COM
Oshman's Sporting Goods, Inc.-Services (OSHSPORTS2-DOM)       OSHSPORTS.ORG
Oshman's Sporting Goods, Inc.-Services (CHEAPSPORTS2-DOM)     CHEAPSPORTS.COM
Oshman's Sporting Goods, Inc.-Services (OSHSPORTS-DOM)        OSHSPORTS.COM
Oshman's Sporting Goods, Inc.-Services (CHEAPSPORTS-DOM)      CHEAPSPORTS.ORG
Oshman's Sporting Goods, Inc.-Services (OSHSPORTS3-DOM)       OSHSPORTS.NET
Oshman's Sporting Goods, Inc.-Services (CHEAPSPORTS3-DOM)     CHEAPSPORTS.NET

To single out one record, look it up with "!xxx", where xxx is the
handle, shown in parenthesis following the name, which comes first.



HOME|MAKE CHANGES|PRODUCTS & SERVICES|SITE MAP|HELP


     Questions? Contact Us.
       Copyright 2000 Network Solutions, Inc. All rights reserved.
     Please read our Disclaimer.
<PAGE>

Schedule 7

GSI Infrastructure and Practices

31   Capacity (pipe size)

     31.1  Estimated average load. [*] megabits per second (Mbps).
           ----------------------

     31.2  Estimated peak load. [*] Mbps.
           -------------------

     1.3   Burstable bandwidth.  Up to [*] Mbps.
           -------------------

     1.4   Additional pipe capacity.  Added when trend lines exceed [*] of
           ------------------------
           burstable bandwidth.


2    Web Servers

     2.1  Servers.  Four (4) Sun Enterprise E-250 servers.
          -------

     2.2  Configuration.
          -------------

          2.2.1  Each server configured with [*] MHZ processors and [*] GB
                 memory to support Netscape and Apache.

          2.2.2  Each server configured in 2x2 failover mode for reliability and
                 redundancy.

          2.2.3  OS monitoring of internal faults, to provide indication of
                 hardware degradation and potential for maintenance,
                 replacement, and/or refurbishment.

          2.2.4  OS and Accrue monitoring of loading, to provide indication of
                 average and peak loads.

          2.2.5  Upon reaching 50% average threshold or 80% peak threshold, Web
                 server farm increased within 7 to 10 working days by 2
                 identical, fully-configured servers.

          2.2.6  Upon reaching 10 E-250 servers, entire Web server farm replaced
                 by 2 Sun Enterprise E-3000 systems.

                              (a)   Each E-3000 system configured in failover
                                    mode with 6 processors and 6 GB memory.

3    Application Servers

     3.1  Servers.  Two (2) Sun Enterprise E-450 servers.
          -------

     3.2  Configuration.
          -------------

          3.2.1  Each server configured in failover mode with [*] MHZ processors
                 and [*] GB memory to support Web Logics.

          3.2.2  Monitoring of loading, to provide indication of average and
                 peak loads.

          3.2.3  Upon reaching 50% average threshold or 80% peak threshold,
                 Application server farm increased within 7 to 10 working days
                 by up to 8 identical, fully-configured E-450 servers.
<PAGE>

          3.2.4  Upon reaching 8 E-450 servers, entire Application server farm
                 replaced by 2 Sun Enterprise E-4500 systems.

                 (a)   Each E-4500 system configured in failover mode with 14
                       processors and 14 GB memory.


4    Database Servers

     4.1  Servers.  Two (2) Sun Enterprise E-450 servers.
          -------

     4.2  Configuration.
          -------------

          4.2.1  Each server configured in failover mode with [*] MHZ processors
                 and [*] GB memory to support Oracle 8.0.5.

                 (a)  GSI uses Oracle 8.0.5 as its principal database management
                      system for all transactions.

          4.2.2  One (1) Sun StorEdge 5100 with 54 GB RAID-5 storage used to
                 house the physical data.

          4.2.3  Monitoring of loading, to provide indication of average and
                 peak loads.

          4.2.4  Upon reaching 50% average threshold or 80% peak threshold,
                 Database server farm increased within 7 to 10 working days by
                 up to 6 identical, fully-configured E-450 servers.

          4.2.5  Upon reaching 8 E-450 servers, entire Database server farm
                 replaced by 2 Sun Enterprise E-10000 systems.

                 (a)  Each E-10000 system configured in failover mode with 32
                      processors and 64 GB memory


5    Security

     5.1  Physical.  GSI leases 4 temperature-controlled "cages" from Frontier
          --------
          Global Center (FGC) for secure housing of its server racks. Each cage
          is fenced from floor to ceiling and secured with locks owned and
          operated solely by GSI, holder of all keys. FGC is manned on a 24
          hour, 7 day-a-week basis with video camera surveillance and positive
          identification procedures for all entering and exiting personnel.
          Access beyond FGC's vestibule is through a card key-controlled door or
          through the card key-controlled freight elevator. Access to FGC's
          cages is through a single door or through the card-key controlled
          freight elevator. The card-key is signed in and out only by those
          persons on the access list, and only upon surrender of that person's
          driver's license.
<PAGE>

     5.2  Logical.  GSI provides secure processing through application of the
          -------
          Secure Socket Layer (SSL) to all pages upon which customers enter
          private data. Private data includes credit card and address
          information, as well as email addresses for login purposes. SSL keys
          have been obtained from VeriSign, Inc., and are registered under the
          names of each GSI partner. SSL is implemented through hardware cards
          in two of the servers in the data center for redundancy. Additionally,
          all servers have at least two software SSL servers in the event that
          the servers with the hardware cards are inoperable. Within the Oracle
          8.0.5 system, all customer credit card numbers and passwords are
          encrypted.
<PAGE>

                                   Schedule 8

                       Tools for Accessing Customer Data


Accrue software
SAS Statistical Analysis Software
GSI Partners.Net
<PAGE>

                                   SCHEDULE 9

                               CONSIGNMENT TERMS


1.   Delivery and Care of Goods.

     (a)  Retailer will deliver to GSI the consigned goods to GSI's warehouse
          located at Memphis Tennessee or any other known location, or such
          other location as GSI shall direct. Retailer will pay for all freight
          and shipping charges for such delivery.

     (b)  Upon receipt of the consigned goods, GSI's personnel shall immediately
          segregate the consigned goods such that any third party inspecting the
          warehouse shall be immediately aware that the consigned goods are the
          property of Retailer. GSI shall not commingle the consigned goods with
          any other inventory of GSI or any third party.

     (c)  GSI shall maintain the consigned goods free and clear of any and all
          liens, pledges or mortgages arising for or on behalf of GSI and shall
          not permit the use of these goods as collateral or security for any of
          GSI debts or other liabilities.

     (d)  Regardless of fault, all risk of loss whether by theft, shortage or
          otherwise or damage from all causes whatsoever to any consigned goods
          while in GSI's possession or control shall be borne solely by GSI.

     (e)  GSI acknowledges that from time to time Retailer may be required to
          execute UCC financing statements with respect to the consigned goods
          in its capacity as debtor under one or more loans.

     (f)  Retailer will not be liable for any delay or failure to deliver
          products during the term of this Agreement.

2.   Title to Goods. The consigned goods will remain the property of the
     Retailer until they are sold in the regular course of business, except that
     the GSI will be responsible for all shortages of stock. Retailer may
     withdraw any or all of the consigned goods from GSI's warehouse at any time
     or from time to time.

3.   Sale of Goods.

     (a)  GSI will not sell Retailer's goods at less than the authorized prices.
          Such prices will be furnished to GSI from time to time in the form of
          price schedules.

     (b)  Retailer and GSI agree that prices applicable to the goods may be
          changed periodically during the term of this Agreement, and that such
          price changes may be made without prior notice.

4.   Monthly Statements and Records

     (a)  GSI will furnish Retailer with monthly statements indicating all sales
          transactions during the preceding month and the extent of current
          inventory. These statements will be provided in accordance with the
          Agreement.

     (b)  GSI will keep records of its sales that shall include the name of the
          customer, date of sale, product description, and part number. Such
          records shall be maintained and subject to Retailer's inspection in
          accordance with this Agreement.

5.   Expenses. GSI agrees to pay all expenses for the storage, cartage,
     transportation, handling, sale and distribution of Retailer's goods, and
     all expenses incident to those matters, except (i)
<PAGE>

     transportation of goods to GSI, and (ii) on return of goods requested by
     Retailer, or on account of defect in such goods, in which case such
     expenses will be paid by Retailer.

6.   Insurance. GSI will maintain full insurance on Retailer's goods in the name
     of and for the benefit of the Retailer, in a form, with a company and in an
     amount satisfactory to Retailer. If GSI fails to properly insure Retailer's
     goods, GSI will become personally responsible for any loss of or damage to
     Retailer's goods while in the custody of the GSI. Upon Retailer's request,
     GSI shall provide Retailer with proof of insurance coverage for such
     merchandise.
<PAGE>

                                  Schedule 4
                                  ----------


                                    OSHMAN'S
                                                    SUPERSPORTS USA

                      2302 Maxwell Lane, Houston, TX 77023
                     AC 713 1 928-3171  AC 800 1 877-6005

                            Revised October 1, 1999



    SKI SKOOLS ARE LOCATED INSiDE THE FOLLOWING OSHMANS SUPERSPORTS STORES:
    ----------------------------------------------------------------------
                       Ski Skool at #1071 Baybrook, Houston, TX
                       Ski Skool at #1073 Mills Road. Houston, TX
                       Ski Skool at #1075 Gessner, Houston, TX
                       Ski Skool at #1270 Arlington, Arlington, TX
                       Ski Skool at #1470 Northcross, Austin, TX
<TABLE>
<CAPTION>
STORE                                                              SPEED
       STORE NAME & ADDRESS                     TELEPHONE          DIAL #          STORE MANAGER
-----------------------------------------------------------------------------------------------------
<S>                                      <C>                     <C>             <C>
# 1003 POST OAK SUPER STORE
       2131 S. Post Oak Blvd.                  713 6224940           101          Bart Jennings, G.M.
       Houston. TX 77056
# 1004 THE PARK
       One Houston Center                     713 650-3240           102          Ronnie Hube-:.
       1200 McKinney Ave., Suite 444
       Houston. TX 77010
  1070 GESSNER
       975 Gessner                             713467-1155           000          Ed Marshall, G.M.
       Houston. TX 77024
  1071 BAYBROOK SUPER STORE
       19801 Gulf Freeway, Suite 800          281 332-6818           016          Roy Hickman, G.M.
       Webster, TX 77598
  1072 DEEREROOK MARKET PLACE SUPER STORE
       20416 Highway 59 N.                    281 446-7519           019          Enoch Gatson, G.M.
       Humble, TX 77338
  1073 MILLS ROAD SUPER STORE
       8625 F.M. 1960 West                    281 807-9020           023          Ron Brooks, G. M.
       Houston, TX 77070-5501
  1075 THE FOUNTAINS
       12730 Fountain Lake Circle             281 240-3388           039          Kate Kelsey, G. M.
       Stafford, TX 77477
  1230 CARUTH PLAZA SUPER STORE
       9100 N. Central Expressway, #123        214363-8441           121          Mitchell Baker, G.M.
       Dallas, TX 75231
  1235 DENTON
       Golden Triangle Mail                   940 566-3902           123          Ted Wright
       2201 South l-35E, Space P-;
       Denton TX 76205-3191
   254 RICHARDSON SQUARE
       Richardson Square Mail #317            972 733-1593           129          Wayne Powell
       501 South PIano Road,
     Richardson TX 75
      ----------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Oshman's Sporting Goods                      Page 2          Revised 10/1/99
STORE                                                           SPEED
   #  STORE NAME and ADDRESS             TELEPHONE              DIAL #              STORE MANAGER
<S>                                      <C>                    <C>                 <C>
1270  ARLINGTON SUPER STORE
      4620 South Cooper                        817 467090            003                 Ramon Munguia, G.M.
      Arlington, TX 76017
1271  RIOGMAR SUPER STORE
      1250 Green Oaks Road                     817 731578            017                 Mike Woodson, G.M.
      FT. Worth,TX 76116
1272  MESQUITE SUPER STORE
      3540 Emporium Circle                   972 686-1885            025                 Jim Blankenship\\7\\G.M.
      Mesquite, TX 75150
1273  HULEN SUPER STORE
      4830 S.W. Loop 820
      over on Park Plaza, Bldg. A            817 377-1515            026                 Randy Berend, G.M.
      Fort Worth, TX 76109
1274  PLANO SUPER STORE
      701 Taylor Drive                       972 508-1992            027                 George Patterson, G.M
      Piano, TX 75074
1275  PRESTONWOOD SUPER STORE
      15490 Dallas Parkway                   972 991-3533            028                 Jim Jones, G.M.
      Dallas, TX 75248
1276  RED BIRD MALL
      #1006 Red Bird Mail                    972 296-1681            130                 Candy Gaa
      3662 W. Camp V'/isdom Road
      Dallas, TX 75237
1277  NORTH RICHILAND CENTER
      8500 Airport Frw'y., #100               817428-5512            031                 Dick Nielsen, G.M.
      N. Richland Hills, TX 76180
1278  IRVING SUPER STORE
      3524 Airport Freeway W.                972 986-1110            032 Store           Sheila Smith, G.M.
      Irving, TX 75062                                               018 Req. #2         Office
1279  WOODLAND HILLS SUPER STORE
      10143 E. 71st Street S.                918 252-0237            033                 Rod Murray, G.M.
      Tulsa, OK 74133
1260  TYLER
      4023 5. Broadway                       903 581-7888            131                 Gary Hewitt
      Tyler, TX 75701
1281  VISTA RIDGE VILLAGE
      2325 5. Stemmons Frwy., #503           972 315-1500            035                 Anna Halber:, G.M.
      Lewisville, TX 75067
1283  SOUTHROADS SUPER STORE
      Southroads Shopping Center             918 828-0100            173                 J. R. Young, G.M.
      5207 E. 41 Street South
      Tulsa, OK 74135
1310  JERSEY GARDENS SUPER STORE
      Jersey Gardens Mall - Space 80         908 965-1310            048                 Tracy Herzog, G.M.
      651 Kapkowski Road
      Elizabeth. NJ 07201
1330  AUBURN HILLS SUPER STORE
      Great Lakes Crossing
      4220 Baldwin Road                      248 333-1330            045                 Jon Salamone, G.M.
      Auburn Hills. Ml 48326-1224
1350  MINNEAPOLIS SUPER STORE
      Mail of Americas                       612 854-0507            029                 Steve Anderson, G.M.
      West Market, Suite W-222
      Bloomington. MN 55425
      -------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Oshman's Sporting Goods                               Page 3                           Revised 10/1/99
STORE                                                                   SPEED            STORE MANAGER
#              STORE NAME AND ADDRESS                  TELEPHONE       DIAL  #
<S>             <C>                                 <C>                 <C>              <C>
1371           GREENVILLE SUPER STORE                 864-627-3900       024              Jud Hines, G.M.
               1025 Woodruff Rd., Space N250
               Greenville, SC 29607
1376           KANSAS CITY SUPER STORE                913-393-1800       042              Todd Blanchard, G.M.
               20050 West 151/st/ Street
               Olathe, KS 66061
1403           NORTHSTAR MALL                         210-344-9245       135              Donald Majors
               2010 Northstar Mall
               San Antonio, TX 78216
1432           KILLEEN                                254-699-4741       140             Edith Cleaver, Acting Mgr.
               2100 South W.S. Young Drive
               Killeen, TX 76541
1436           POST OAK MALL                          409-696-0546       141              Roy Phillips
               1500 Harvey Road, Suite 1000
               College Station, TX  7840
1451           BEAUMONT                               409-832-7781       143              Debbie Foster
               166 Gateway
               Beaumont, TX 77701
1470           NORTHCROSS SUPER STORE                 512-459-6541       004              John Pringle, G.M.
               2525 W. Anderson Lane, Suite 600
               Austin, TX 78757
1471           La Plaza Del Norte                     210-341-1244       036              Anne Simpson, G.M.
               125 N.W. Loop 410, Suite 240
               San Antonio, TX 78216-5360
1477           SUNRISE MALL                           361-993-0832       145              Scott Lichtenberger
               5858-46 S. Padre Island Drive
               Corpus Christi, TX 78412
1570           TALLAHASSEE SUPER STORE                850-386-3355       044              Jon Scott, G.M.
               2415 North Monroe St., Suite 203
               Tallahassee, FL 32303
1604           MEMPHIS                                901-683-7724       163              Richard Crews
               1185 Ridgeway Road
               Memphis, TN 38119
1610           ELMWOOD                                504-734-8206       166              Gina Kelley
               1200 S. Clearview Pkwy.
               Ste. 1146
               New Orleans, LA 70123
1614           METAIRIE                               504-887-4700       168              Pat Sammartino
               4329 Veteran's Memorial Hwy.
               Metairie, LA 70006
1615           RIVERSIDE MARKET                       504-895-7791       169              Martin Silverstein
               5300 Tohoupitoulas St.
               Space G
               New Orleans, LA 70115
1618           SLIDELL                                504-649-0258       170              Bill Hornberger
               1005 North Shore Square
               150 North Shore Blvd.
               Slidell, LA 70460
1850           PARKADE                                806-792-1964       178              Eddie Lisama
               Lubbock Shopping Parkade
               7020 Quaker Avenue F
               Lubbock, TX 79424-2322
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Oshman's Sporting Goods                               Page 4       Revised 1011/99
STORE                                                                  SPEED
  #        STORE NAME and ADDRESS                   TELEPHONE          DIAL #           STORE MANAGER
<S>        <C>                                     <C>              <C>                 <C>
   3109    MT. VIEW - SAN ANTONIO
           635 San Antonio Road                      650941-8611        192             Mario Gutierrez
           Mountain View, CA 94040
   3170    MILPITAS SUPER STORE
           1150 Great Mall Drive\\7\\ Anchor C      408 934-0280        265             Tom Clark, G.M.
           Milpitas. CA 95035
   3175    NOVATO
           212 Vintage Way, Bldg. L-1               415 892-2060        015             Ryokan Kwong
           Novato, Ca 94945
   3202    TOPANGA
           6600 Topanga Canyon Blvd.                 818 8834352        206             Mike Lamont
           Canoga Park, CA 91303
   3217    W. LOS ANGELES
           11110 W. Pico Blvd.                      310 478-0446        218             Mike Perez
           W. Los Angeles, CA 90064
   3270    PALM DESERT SUPER STORE
           72519 Highway 111                        760 773-3270        022             Bill Blue, G.M.
           Palm Desert, CA 92260
   3271    CAMARILLO SUPER STORE
           351 W. Ventura Blvd., Spac M-1           805 484-3175        043             Don Denham, G.M.
           Camarillo, CA 93010
   3272    West Covina
           837 Plaza Drive                          626 813-7566        040             Bob Nassau, G.M.
           West Covina, CA 91790
   3371    La Habra Marketplace
           1531 West Imperial Hwy.                  562 690-7900        037             Jim Markillie, G.M.
           La Habra, CA 90631
   3470    GROSSMONT CENTER
           5500 Grossmont Ctr. Drive, Suite 279      619 6978160        030             Karl Chub, G.M.
           LaMesa, CA 91942
   3565    VILLALINDA
           1404 villa Linda Mail                    505 473-3555        099             Luke Alexander
           4250 Cerrillos Road
           Santa Fe, NM 87505
   3566    LAS CRUCES
           1420 Mesilla Valley Mall                 505 522-0395        181             Norman Jaquez
           700 5. Telshor
           Las Cruces, NM 88001
   3570    WINROCK SUPER SPORTS
           Winrock Center #155                      505 881-8082        008             Julee Dry, G.M.
           2100 Louisiana Blvd. N.E.
           Albuquerque, NM 87110-5412
           Tempe, AZ 85282
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Oshman's Sporting Goods                            Page 5          Revised 10/1/99
STORE                                                                   SPEED
  #        STORE NAME and ADDRESS                TELEPHONE              DIAL #            STORE MANAGER
<S>        <C>                                   <C>                 <C>                  <C>
 3573      ARROWHEAD CROSSING
           7555 West Bell Road                       623 979-5900         034             Brian Pinkalla, G.M.
           Peoria, Arizona 85382
 3574      TEMPE SUPER STORE
           Arizona Mills MalI                        480 831-6161         137             Ed Jones\\7\\G.M.
           5000 Arizona Mills Circle, Ste. 135
           Tempe. Arizona 85282
 3575      NEWGATE MALL
           3651 Wall Avenue - Suite 1102             801 392-5500         053
           Ogden. Utah 84405
 3670      SEATTLE SUPER STORE
           1101 SuperMall Way, Suite 1333            253-735-7447         021             Ed Billingsley, G. M.
           Auburn. WA 98001
 3731      MILPITAS CLEARANCE STORE
           1150 Great Mall Drive, Anchor C           408 935-8775         038             Carmeita Saad
           Milpitas, CA 95035
</TABLE>


Various addresses for Corporate Office, Regional Offices, and Distribution on
Page 6 of this directory.