<PAGE>

                                                                    EXHIBIT 10.4

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

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

     THIS E - Commerce Agreement dated the ___ day of ______________, 1999 by
and between Global Sports Interactive, Inc., a Pennsylvania corporation
(hereinafter referred to as "GSI") with an address of 555 South Henderson Road,
King of Prussia, PA 19406 and Sport Chalet, Inc., a Delaware corporation
(hereinafter referred to as "Retailer") with an address of 920 Foothill
Boulevard, La Canada, California, 91011.


                              W I T N E S S E T H:


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     1.27 "On Line Customer" shall mean Retailer's customer who browses for or
          purchases On Line Merchandise on the Retailer's Web Site.

     1.28 "On Line Customer Loyalty Programs" shall mean programs established to
          encourage repeat business from On Line Customers.

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

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

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

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

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

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

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

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

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

     1.38 "Special Makeups" shall mean merchandise manufactured for the Retailer
          exclusively.
<PAGE>

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

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

     1.41 "Web" shall mean the World Wide Web.

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

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

     1.44 Product Information" shall mean as defined in paragraph 1.14 of the
          Web Site Development Agreement.


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

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

     2.2  Term.  The Term of this Agreement shall commence upon the execution of
          ----
          this Agreement and shall expire five (5) years after the Launch Date
          ("Expiration Date"). GSI shall use reasonable efforts to advise
          Retailer ten days prior to the expected Launch Date.  Notwithstanding
          any other dates and/or schedules in the attached Web Site Development
          Agreement, the Launch Date shall occur between the period of October
          1, 1999 and December 1, 1999 ("Commencement Period"). GSI's obligation
          to commence operation of the Web Site during the Commencement Period
          shall be contingent on Retailer complying with the deadlines set forth
          on the Milestone Delivery Schedule set forth on Attachment B to the
          Web Site Development Agreement and on the Production Schedule to be
          agreed upon by the parties. Retailer acknowledges the urgency of
          complying with the deadlines set forth in the Milestone Delivery
          Schedule and the Production Schedule and shall give GSI its full
          cooperation to ensure that such deadlines are satisfied.
          Notwithstanding anything contained herein to the contrary, in the
          event that the Retailer does not comply with such deadlines and GSI
          has given Retailer written notice of its failure to comply, then, for
          each day of such non compliance, the Commencement Period shall be
          extended by one day.

     2.3  Extensions of Term.
          ------------------

          a.  This Agreement shall automatically renew itself for an additional
          five years ("First Option Period") unless terminated by GSI or
          Retailer with written notice to the other party no later than ninety
          (90) days prior to the expiration of the then current Term, as such
          Term may have been extended.

          b.  After the expiration of the First Option Period, this Agreement
          shall automatically renew itself from year to year unless terminated
          by GSI or Retailer with written notice to the other party no later
          than ninety (90) days prior to the
<PAGE>

          expiration of the then current Term, as such Term may have been
          extended.

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

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

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

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

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

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

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

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

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

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

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

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

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

               9)   Automatic Links to Retailer's Secondary Web Site -Such links
                    shall be established in accordance with the parameters set
                    forth in paragraph 8 below.

          d.   GSI's use of Retailer's URL, Retailer's Content and any other
               Retailer information or material, whether confidential or not,
               shall be granted and continue only for the Term of this Agreement
               and shall not be used beyond the end of such Term, and shall be
               subject to the confidentiality provisions of paragraph 7 of this
               agreement, and shall be subject to Retailer's approval and
               quality control rights contained in this agreement and Website
               Development Agreement.

     3.2  Creation and Maintenance of the Retailer's Web Site.
          ----------------------------------------------------
          GSI shall create and maintain a Web Site at all times during the term
          for the Retailer.  Commencing with the execution of this Agreement and
          continuing through the Term, as may be extended, the Retailer, shall
          cooperate with GSI so as to enable GSI to create and maintain for the
          Retailer's consumers, the Retailer's Web Site. In connection
          therewith, the Retailer shall supply GSI with the Product Information
          as that term is defined in the Web Site Development Agreement)
          required pursuant to the terms of the Web Site Development Agreement.
          This shall include, but not be limited to printed marketing
          information, data, text, audio files, video files, graphics, copy and
          other assets necessary to create and maintain the Retailer's Web Site
          as more fully set forth on Attachment A to the Web Site Development
          Agreement. Notwithstanding anything contained herein to the contrary,
          and except as it relates to Special Make - Ups, it shall be GSI's
          responsibility to produce and maintain all camera ready product
          information including high resolution images and appropriate product
          description text and data for use on the Retailer's Web Site and
          Retailer shall have no responsibility therefor. With respect to
          Special Make -Ups, Retailer shall be responsible to provide GSI with
          sample
<PAGE>

          product only in a sufficient amount of time to allow GSI to produce
          camera ready product information.

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

          a.   GSI, on behalf of the Retailer shall offer for sale on the
               Retailer's Web Site all Categories of merchandise offered for
               sale by the Retailer in its Land Based Stores. Notwithstanding
               anything contained herein to the contrary, in no event shall GSI
               offer firearms and related accessories for sale on the Retailer's
               Web Site. In addition, if, as a result of a legitimate stated
               business purpose, should Retailer disapprove of any item listed
               for sale on the Retailer's Web Site, and which is not offered for
               sale in the Retailer's Land Based Stores, upon five days prior
               notice from Retailer, GSI shall remove such item from the
               Retailer's Web Site.

               To protect Retailer's image with its current customers of selling
               top quality high specialty sporting goods equipment and apparel,
               all such items shall be of a quality equal to or greater than
               that carried in Retailer's Land Based Stores. GSI shall promptly
               e-mail Retailer the same product information that will appear on
               the Retailer's web site.

          b.   Within the Categories, GSI, on behalf of the Retailer shall have
               the right to offer for sale:

               1)   current in line merchandise ordered by the Retailer from its
                    vendors; and

               2)   current in line merchandise not carried by the Retailer in
                    its Land Based Stores, but available in those Categories
                    carried by the Retailer; provided however, no products will
                    be offered for sale on Retailer's Web Site which a) the
                    Retailer would not be authorized by the manufacturer to sell
                    in its Land Based Stores; and b) would not be in accordance
                    with the same type, quality and price of merchandise carried
                    by the Retailer in its Land Based Stores; and

               3)   Special Make-Ups (manufactured for the Retailer exclusively
                    and not carried on any other retailer's web site; and

               4)   Closeout Merchandise (but only if the Retailer sells
                    Closeout Merchandise in its Land Based Stores; otherwise GSI
                    shall not offer for sale Closeout Merchandise on the
                    Retailer's Web Site); and

               5)   Markdowns of Retailer's inventory; and
               6)   Gift Certificates for On Line Merchandise
                    ("On Line Gift Certificates")
             [Items 1) through 6) are hereinafter referred to as "On Line
             Merchandise"]

          c.   Retailer agrees to the addition of logical line extensions to
               existing product bases specifically within the existing Retailer
               vendor structure; provided that the
<PAGE>

               individual item within such line extension is approved by
               Retailer in advance of use on the website. For example, if
               Retailer sells 15 of the 40 tents manufactured by a particular
               vendor in its land-based stores, and GSI desires to add the
               remaining 25 inline tents to its on-line mix, such approval will
               not be withheld by Retailer. However, should the vendor offer GSI
               closeouts, seconds, blemishes, or customer returns to GSI to sell
               on-line, Retailer would not automatically grant permission, as
               this is not in keeping with Retailer's stated goal of selling top
               of the line, first run, high quality merchandise. In addition,
               product manufactured by the same vendor under a private label
               program for another retailer, such as Coleman manufactured tents
               sold as a private label under the Ozark Trails brand in Wal-Mart
               stores, would not be permitted in the on-line store.


          d.   In addition, GSI, on behalf of the Retailer, shall offer for sale
               on the Retailer's Web Site, Land Based Stores Gift Certificates
               for merchandise available in the Retailer's Land Based Stores.
               Notwithstanding anything contained herein to the contrary,
               Retailer may elect not to offer Land Based Stores Gift
               Certificates for sale on its Web Site by notifying GSI of its
               decision not to do so no later than August 1, 1999.

          e.   In addition, GSI, if requested by Retailer, will advertise on the
               Retailer's Web Site merchandise that is for sale only in the
               Retailer's Land Based Stores provided, 1) No later than February
               1, 2000 the item has a minimum retail selling price of $20.00;
               and 2) Retailer furnishes GSI with a description and sample of
               the item to be advertised.

          f.   In those instance where a written dealer agreement prohibits
               Retailer from selling a particular vendor's merchandise except in
               the Retailer's Land Based Stores, Retailer shall use its
               reasonable efforts to obtain all consents required to permit the
               sale of such merchandise on the Retailer's Web Site, but until
               the required consent is obtained, GSI will comply and not offer
               the restricted merchandise for sale on the Web Site.

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

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

          b.   If the On-line Merchandise is not offered for sale in the
               Retailer's Land Based Stores, then, [*] will use
<PAGE>

               reasonable efforts to [*]; provided however, upon five days prior
               notice to [*].

          c.   If the Retailer offers the same merchandise at  different prices
               in its Land Based Stores, then [*], but in no event at [*].

          d.   GSI, on behalf of Retailer, shall add and collect all applicable
               taxes and GSI, at its discretion and for its own account, may add
               reasonable handling and delivery charges which are consistent
               with industry practice.

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

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

          g.   The parties agree that from time to time, the Retailer may carry
               an item of merchandise at [*]. In those instances, [*] shall have
               the right to [*]; provided however, GSI [*].  In such event, [*]
               shall have the right to request [*].

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

          a.   Invoicing and Shipping of On Line Merchandise.  At such time as
               ----------------------------------------------
               directed by GSI, the Retailer shall notify all of its vendors
               that 1) GSI is the Retailer's E - Commerce Outsourcing Manager;
               2) the vendors, for the benefit of the Retailer, should sell
               their merchandise to GSI at the same prices, with the same
               Advertising Co-op and Discretionary Funds and on the same terms
               and conditions as they sell their merchandise to Retailer; and 3)
               such merchandise should be shipped and invoiced directly to GSI.
               The form of such notification shall be prepared by GSI and
               approved by Retailer, such approval not to be unreasonably
               withheld or delayed. In the event that a vendor deems it more
               efficient to invoice Retailer for such merchandise, then the
               Retailer shall place the order for GSI, invoice GSI at its net
               cost, and GSI shall pay Retailer within thirty days of shipment
               to GSI. In such instances, GSI shall also pay the Retailer its
               pro rata share (based upon that portion of the shipment purchased
               by the Retailer for GSI as it relates to the entire shipment
               received by the Retailer from that vendor) of the actual freight
               costs from the manufacturer to the Retailer's point of receipt
               and the actual freight costs from the Retailer's point of receipt
               to GSI's fulfillment facility.

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

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

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

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

               Inasmuch as Retailer operates one Warehouse Outlet Store
               specializing in one of a kind buys, including individual sales
               representatives' merchandise, any items ordered for this
               Warehouse Outlet or any future Warehouse outlet location are
               excluded from as this provision.

               Notwithstanding anything contained herein to the contrary, GSI
               recognizes that there may be instances where there will be an
               insufficient amount of a particular item of Closeout Merchandise
               to warrant selling such merchandise on line. In such instances
               the Retailer shall not be required to offer such items of
               Closeout Merchandise for sale on line; provided however, the
               Retailer acknowledges that GSI does not anticipate
<PAGE>

               that this will occur on a regular basis and this should be the
               exception rather than the usual occurrence.

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

          e.   Markdowns.  In the event that the Retailer has available
               ----------
               Markdowns which it would like to offer for sale on its Web Site
               solely at its discretion, it shall notify GSI and ship the
               Markdowns to GSI's fulfillment center. The Markdowns shall be
               shipped to GSI on consignment only. Retailer shall set the
               selling prices on the Markdowns; provided however, that GSI on
               behalf of the Retailer shall have no obligation to offer any
               Markdowns for sale on the Retailer's Web Site which GSI deems, in
               its sole discretion, would be inappropriate. Retailer shall
               retain [*] of the selling price received from the sale of any
               Markdowns when sold (excluding applicable taxes and shipping and
               handling charges; the remainder of [*] plus shipping and handling
               charges shall be retained by GSI as its management fee in
               connection with the sale of the Markdowns. Any applicable tax
               collected by GSI on behalf of Retailer shall be deposited into a
               separate account as more fully discussed in paragraph 3.9 below,
               and remitted by GSI to the appropriate taxing authority.  GSI
               shall account to Retailer for the sale of any Markdowns at the
               same time that it accounts to the Retailer for sale of other On
               Line Merchandise on the Retailer's Web Site. The amount of
               proceeds from the sale of Markdowns shall not be considered the
               sale of On Line Merchandise for the purpose of determining the
               amount to be remitted to Retailer pursuant to paragraph 3.8
               below.

          f.   With the exception of Markdowns and Land Based Gift Certificates,
               which shall be governed by the provisions of paragraphs 3.5 e.
               and 3.6 hereof respectively, and as part of the performance of
               its obligations under this Agreement, GSI shall sell to the
               Retailer, and the Retailer shall purchase from GSI all
               merchandise to be sold by the Retailer on the Retailer's Web Site
               at a price equal to [*] per cent of the selling price (excluding
               applicable taxes, shipping and handling) at which such On Line
               Merchandise is sold to the Retailer's On Line Customer.

          g.   Attached hereto as Schedule "2" is a schedule which summarizes
               the various levels of management fees to be paid to GSI by the
               Retailer depending upon the type of On Line Merchandise sold on
               the Retailer's Web Site.

          h.   The parties shall cooperate with each other so that to the
               maximum extent commercially reasonable the entire process set
               forth in paragraphs 3.5 a, b, c, d and e between GSI and Retailer
               may be accomplished electronically.

    3.6  Gift Certificates
         -----------------
<PAGE>

          a.   Land Based Stores Gift Certificates.   Subject to Retailer's
               ------------------------------------
               rights set forth in 3.3 c. above, GSI, on behalf of the Retailer,
               shall offer for sale on the Retailer's Web Site gift certificates
               for merchandise in Retailer's Land Based Store. In order that
               Retailer may fulfill customer orders for Land Based Stores Gift
               Certificate, Retailer shall furnish GSI such gift certificates on
               an "as requested" basis. The Retailer shall retain [*] per cent
               of the proceeds received by the Retailer form the sale of Land
               Based Stores Gift Certificates (excluding applicable taxes) and
               the balance shall be paid to GSI as its management fee with
               respect to the sale of such gift certificates and to cover all
               costs, including credit card fees. GSI shall account to Retailer
               for all sales of such certificates at the same time as it
               accounts to Retailer for the sale of other On Line Merchandise.
               The amount of proceeds from the sale of Land Based Stores Gift
               Certificates shall not be considered the sale of On Line
               Merchandise for the purpose of determining the amount to be
               remitted to Retailer pursuant to paragraph 3.8 below.

          b.   Online Gift Certificates.  GSI on behalf of the Retailer shall
               ------------------------
               offer for sale on the Retailer's Web Site gift certificates for
               On Line Merchandise. GSI shall supply the On Line Gift
               Certificates which shall not be redeemable for merchandise
               purchased in the Retailer's Land Based Stores. From each On Line
               Gift Certificate purchased, the Retailer shall retain as its
               operating income from the sale of the On Line Gift Certificate,
               [*] per cent of the proceeds received by the Retailer from such
               sale (excluding applicable taxes) and the balance shall be paid
               to GSI as its management fee with respect to the sale of such
               gift certificates and to cover all costs, including credit card
               fees and the cost of the merchandise redeemed with the gift
               certificate. GSI shall account to Retailer for all sales of such
               certificates at the same time as it accounts to Retailer for the
               sale of other On Line Merchandise. The amount of proceeds from
               the sale of On Line Gift Certificates shall not be considered the
               sale of On Line Merchandise for the purpose of determining the
               amount to be paid to GSI pursuant to paragraph 3.8 below. The
               proceeds shall be accounted for pursuant to paragraph 3.9 below;
               provided however, should the On Line Gift Certificate be redeemed
               for Markdowns, then at such time as the On Line Gift Certificate
               is redeemed, GSI shall pay to the Retailer an additional amount
               equal to [*] of the On Line Gift Certificate redeemed and the
               Retailer shall supply the Markdown item requested by the
               customer.

     3.7  Processing of Customer Orders.  GSI shall be solely responsible for
          -----------------------------
          processing all on line merchandise sales business for the Retailer.
          GSI will promptly process E -Commerce Orders received from the
          Retailer's Web Site.  GSI shall take the customer's credit card number
          at such time as the merchandise is ordered. GSI, on behalf of the
          Retailer's account discussed in paragraph 3.9 below, shall charge the
          customer's credit card
<PAGE>

          with the amount of the order (including taxes, shipping and handling)
          at the time the merchandise is shipped. The order will appear on the
          customer's credit card under the name of "www.sportchalet.com" and
          proceeds from the sale shall be deposited into Retailer's designated
          bank account at the bank designated by GSI for full credit to
          Retailer. GSI will make all arrangements for delivery of merchandise
          purchased on the Retailer's Web Site.


          a.   Retailer and GSI shall jointly agree to the formula to be used
               for computing shipping and handling charges for customer orders
               submitted to GSI as the outsource operator of
               www.sportschalet.com. Such approval will not be unreasonably
               withheld or delayed.

          b.   As of February 1, 2000 GSI will track and report to Retailer the
               elapsed time between customer orders and submission for picking
               ("Front -Office Processing Time") for each customer order. GSI
               will provide Retailer with reports of average and longest Front-
               Office Processing Time monthly by the 15/th/ of the month
               following.

          c.   Retailer and GSI shall agree to the back order policies that GSI
               will administer for customer orders submitted to GSI as the
               outsource operator of www.sportchalet.com. Such approval will not
                                     --------------------
               be unreasonably withheld or delayed.

          d.   GSI will provide a facility for the acceptance of
               Visa/MasterCard/American Express and all other credit card
               accepted by the other clients of GSI, but excluding proprietary
               cards of each such retailer.

                    1)   GSI will perform authorization, settlement, and post-
                         settlement operations independently of Retailer;

                    2)   GSI will at all times operate in conformance with the
                         Operating Rules and Regulations of each national credit
                         card;

                    3)   GSI will implement procedures as required by each
                         national credit card for merchants engaged in non-face-
                         to-face transactions;

                    4)   GSI will at its own cost install and staff an inbound
                         toll-free number to respond to inquiries and customer
                         service issues from credit card customers. The customer
                         service facility shall be staffed no fewer hours per
                         week than the total number of hours that Retailer
                         stores are open;

                    5)   GSI will submit appropriate data with each credit card
                         settlement file to enable display on the customer's
                         credit card statement of the
<PAGE>

                         merchant name "Sportchalet.com" and the toll free
                         number described in subsection 4) above.

          e.   Order Fill Performance Standards

                         1)   Service level standards-GSI will guarantee that
                              more than [*] of items ordered will be shipped to
                              customers within the Visa/MasterCard time limit or
                              credit authorizations;

                         2)   GSI will provide service level reports monthly to
                              Retailer by the 15/th/ of each month following,
                              and

                         3)   Any two months in a 12-month period where GSI
                              fails to meet the standard shall be considered a
                              breach of this Agreement by GSI.

          f.   Customer Service Standards

                         1)   GSI will submit to Retailer for review and
                              approval the policies that GSI will implement with
                              respect to customer returns and refunds. GSI will
                              not make any substantive changes to these policies
                              and procedures without prior consent from
                              Retailer. Approval will not be unreasonably
                              withheld or delayed.

                         2)   GSI will provide a systematic capability to track
                              and monitor customer service activity to include
                              such information as original order number, order
                              date, reason for the customer contact, and
                              resolution.

                              a) For phone calls, time to answer and call
                                 duration;
                              b) For e-mail, elapsed time from customer send
                                 time/date to GSI response time/date.

                         3)   GSI will provide Retailer with summary reporting
                              of customer service activity each month by the
                              fifteenth day of the following month.

     3.8  GSI's Management Fee   For and in consideration of the services to be
          --------------------
          rendered by GSI to Retailer hereunder, GSI shall be paid a management
          fee ("Management Fee") equal to [*] per cent of the sales price of all
          On Line Merchandise for all On Line Merchandise sold, excluding
          however, the sale of Markdowns, Land Based Gift Certificates and On
          Line Gift Certificates, the management fee for which shall be governed
          by paragraphs 3.5 e. and 3.6 a. and 3.6 b., respectively. GSI's
          Management Fee, including any management fee to GSI as a result of the
          sale of Markdowns, Land Based Gift Certificates or On Line Gift
          Certificates, shall be paid pursuant to the provisions of paragraph
          3.9 below.
<PAGE>

     3.9  Payment and Accounting from the Sale of On - Line  Merchandise.
          --------------------------------------------------------------

          a.  The proceeds from the sale of On Line Merchandise on the
              Retailer's Web Site shall be deposited into a bank account ("Web
              Account") in the Retailer's name at GSI's designated bank
              ("Bank"). The Web Account shall be owned by the Retailer; provided
              however, the only signatures on such account shall be employees of
              GSI and GSI's designated employees shall have an irrevocable power
              of attorney, and such power will be exercised solely in conformity
              with this agreement and for the benefit of GSI and Retailer
              pursuant to this Agreement's terms governing the Web Account and
              the Tax Account, as hereinafter discussed, unless this Agreement
              is terminated in accordance with the terms of this Agreement. No
              other funds shall be deposited into the Web Account except for
              credit and debit card proceeds from the sale of On Line
              Merchandise on Retailer's Web Site and no other sums shall be
              deposited into the Tax Account except applicable taxes collected
              from the sale of merchandise on the Retailer's Web Site. From each
              transaction, GSI shall be paid daily the sum of a) the cost of the
              On Line Merchandise sold to Retailer's On Line Customers, b) GSI's
              Management Fee and c) GSI's shipping and handling charge to the On
              Line Customer (collectively, "GSI's Entitlement"), if any.
              Retailer shall give the Bank instructions that will stand for the
              term of this Agreement, as such term may be extended, to a) debit
              the Web Account daily for the amount owed to GSI, as so directed
              by GSI, and to credit GSI's designated account for such amount;
              and b) to debit the Retailer's Web Account and to credit the
              Retailer's especially established tax account ("Tax Account")
              daily with the amount of any applicable tax collected. Any
              interest earned on the Web Account and Tax Account shall belong
              solely to GSI, and any interest earned on the Tax Account shall
              belong solely to GSI and any charges imposed by the bank as a
              result of such accounts, shall be paid by GSI. Prior to
              termination of this Agreement, as permitted herein, Retailer shall
              have no right to unilaterally offset from GSI's Entitlement any
              amount which Retailer may believe is owing to Retailer from GSI
              and Retailer shall obtain from its secured lenders a waiver to
              claim a security interest in either the Web Account or the Tax
              Account. In addition, Retailer shall give the Bank instructions
              that will stand for the term of this Agreement, as such term may
              be extended, to wire to the Retailer the amount determined
              ("Retailer's Operating Income") by GSI to be remaining from the
              sale of On Line Merchandise from the Retailer's Web Site after the
              deduction of GSI's Entitlement on the fifteenth day following the
              end of each month. The amount of the Retailer's Operating Income
              each month shall be certified by GSI's chief financial officer and
              a copy of the accounting shall be furnished to the Retailer at the
              same time that the Retailer's monthly Retailer Proceeds are wired
              to the Retailer.
<PAGE>

               By way of example only, if Retailer sells a pair of athletic
               shoes on its Web Site for one hundred ($100.00) dollars, plus a
               five ($5.00) dollar shipping and handling charge, the total
               deposit to the Bank account is one hundred and five ($105.00)
               dollars. Retailer's Operating Income shall equal [*] after
               payment of the Retailer's cost of On Line Merchandise, GSI's
               management fee and the shipping and handling charge. GSI's
               Entitlement shall be [*]([*] of $100.00, [*] of $100.00 and [*].

               The Retailer's Operating and GSI's Entitlement shall also take
               into account the amounts owing pursuant to paragraph 3.5 e. and
               3.6 above and 3.11 below.

               GSI shall be responsible to collect any applicable sales taxes
               resulting from the sale of On Line Merchandise, if any. GSI shall
               complete all required sales tax forms and submit them on the
               Retailer's behalf. GSI shall indemnify, save and hold harmless
               Retailer from any taxes, interest and penalties which may arise
               as a result of GSI's failure to pay or timely pay any sales tax
               resulting from the sale of On Line Merchandise. GSI shall be in
               charge of any audit conducted by any taxing authority as it
               relates to the sale of On Line Merchandise.

          b.   Within ninety (90) days of the end of each calendar year, GSI
               shall provide the Retailer with a statement certified by its
               independent auditors and setting forth the total On Line Sales,
               the Retailer's Operating Income and GSI's Entitlement therefrom.
               For a period of two years after the Retailer receives such
               certified statement from GSI, Retailer, on one occasion, shall
               have the right to audit the books and records of GSI with respect
               to the Retailer's Operating Income and GSI's Entitlement paid
               during the calendar year to which the certified statement
               relates.  Such audit shall be conducted at GSI's principal office
               located in the continental United States on two weeks prior
               notice to GSI. In the event that the audit reveals that the
               Retailer's Operating Income were understated, GSI shall within
               thirty days of completion of the audit, pay to the Retailer the
               remaining balance of the Retailer's Operating Income for the
               period audited plus interest at the prime rate of interest as
               provided for in The Wall Street Journal on the date of the
               audit's certification. In addition, in the event that the audit
               reveals that the Retailer's Operating Income is understated by
               more than [*] per cent for the calendar year in question, GSI
               shall pay the additional amount owing and pay for the reasonable
               audit costs.  In the event GSI's annual accounting is off more
               than [*]in two successive years, or more than [*] in one year,
               Retailer shall have the option to terminate this Agreement by
               giving to GSI written notice of its election to do so no later
               than thirty days after receipt of the Audited results.
<PAGE>

               In addition, GSI will provide Retailer a statement certified by
               independent auditors setting forth the total On Line Sales,
               Retailer's Operating Income, and GSI's Entitlement therefrom
               within forty-five (45) days of the conclusion of retailers fiscal
               year ending 3/31/xx each fiscal year for the prior 12 months.

          c.   GSI takes full responsibility for all credit card chargebacks for
               all occurrences resulting from an on-line purchase, and will
               accordingly operate  with merchant ID numbers different from
               those used  by Retailer for its land-based business.

          d.   GSI warrants to Retailer that, [*], no other Full Line Sporting
               Goods Retailer (as hereinafter defined) which has or will enter
               into an E - Commerce Management Agreement with GSI [*].

               As used herein, a "Full Line Sporting Goods Retailer" shall refer
               to a sporting goods retailer which carries in its Land Based
               Stores merchandise in a variety of Categories such as (by way of
               example only) baseball, basketball, golf, bowling, football,
               hockey, aerobics and fishing).

               In the event that GSI [*].

     3.10 Service of On Line Customers.  GSI shall be responsible for providing
          ----------------------------
          all customer service relating to sales from the Retailer's Web Site,
          including one click ordering, which shall be provided in a manner
          consistent with that provided by other reputable on line retailers
          representative of the then current state of the art E-Commerce
          standards.

     3.11 Return of On Line Merchandise.  Retailer's return policy for On Line
          ------------------------------
          Merchandise shall be consistent with the Retailer's return policy for
          its Land Based Stores. With each shipment of merchandise, GSI shall
          specifically instruct all customers that all merchandise purchased on
          line may not be returned to the Retailer's Land Based Stores and may
          only be returned in accordance with the instructions enclosed;
          provided however, in the rare instance a customer desires to return On
          Line Merchandise to one of the Retailer's Land Based Stores, the
          Retailer, in order to maximize customer relations, shall accept such
          merchandise for return in accordance with the Retailer's return
          policy, and return the merchandise to GSI's fulfillment center. GSI
          shall pay the Retailer for the full amount credited to the customer by
          Retailer's land-based stores with respect to such merchandise, as well
          as an amount equal to the Retailer's freight cost for returning the
          merchandise to GSI's fulfillment center.

          Should GSI receive the return of On Line Merchandise, GSI shall
          reimburse the Retailer the amount of the GSI Entitlement paid to GSI
          with respect to that transaction, as well as applicable tax refunded
          to the On Line Customer.
<PAGE>

     3.12 On Line Customer Loyalty Programs. GSI shall have the right to
          ---------------------------------
          establish On Line Customer Loyalty Programs in order to encourage
          continued on line purchases. The On Line Customer Loyalty Programs
          established by GSI for Retailer shall be consistent with that program
          established by Retailer for use in its Land Based Stores. In addition,
          the Customer Loyalty Programs established by GSI shall be used only in
          connection with on line purchases and Retailer's customer loyalty
          programs shall be used only in connection with purchases at the
          Retailer's Land Based Stores. Notwithstanding anything contained
          herein to the contrary, GSI shall not establish any On Line Customer
          Loyalty Programs without first obtaining the approval of Retailer,
          which approval shall not be unreasonably withheld. Retailer shall
          respond to a request for such approval from GSI within fourteen days
          of receiving the request. In the event Retailer fails to timely
          respond, GSI shall furnish Retailer with a notice marked "second
          request". If Retailer does not respond within two business days, GSI's
          request shall be deemed granted. GSI will be solely and completely
          responsible for all costs occurring as a result of creating and
          operating an on line customer loyalty program.

     3.13 Cross Promotion.  GSI shall have the right to use Retailer's URL, name
          ---------------
          and logo to cross promote Retailer's Web Site with other businesses in
          order to promote Retailer's Web Site; provided however, GSI shall not
          promote Retailer's Web Site on any other sporting good retailer's web
          site, or on any other web site which would generally be considered
          immoral, pornographic, political or offensive. Notwithstanding
          anything contained herein to the contrary, GSI shall not establish any
          Cross Promotions without first obtaining the approval of Retailer,
          which shall not be unreasonably withheld. Withholding such consent in
          order to protect or preserve Retailer's reputation and/or intellectual
          property rights shall not be deemed unreasonable.  Retailer shall
          respond to a request for such approval from GSI within seven days of
          receiving the request. In the event Retailer fails to timely respond,
          GSI shall furnish Retailer with a notice marked "second request". If
          Retailer does not respond within two business days, GSI's request
          shall be deemed granted.

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

     3.15 Project Manager. Promptly after the execution of this Agreement, but
          ---------------
          in no event later than sixty days after such execution, Retailer, at
          its expense, shall hire or reassign one of its existing employees, to
          act as  Project Manager to work exclusively with GSI in creating and
          maintaining the Retailer's Web Site. Commencing with the Project
          Manager's hiring and continuing through the Term, as may be extended,
          the Project Manager shall be the Retailer's liaison with GSI and shall
          be
<PAGE>

          responsible for supplying GSI with the Retailer Content and such other
          information as may reasonably be required of the Retailer in order to
          create and maintain the Retailer's Web Site in the most efficient
          manner.

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

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

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

     4.3  Delivery of Customer Data to Retailer.  From time to time, but no more
          -------------------------------------
          than four (4) times per calendar year, GSI shall provide to Retailer
          any or all of the following information collected from the Customer
          Data:

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

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

     4.4  Restrictions on Use of Customer Data.   Each party shall treat the
          ------------------------------------
          Customer Data as Confidential Information of the other party in
          accordance with the provisions of Article 7.  Neither party may sell,
          lend, or license the Customer Data to third parties without the prior
          written consent of the other party, which consent may be withheld at
          the sole discretion of the other party; provided however, Retailer
          grants to GSI the right to combine all Retailers' Customer Data to
          form trends and overall research as to the on line shopping habits of
          consumers. In addition, Retailer may use the Customer Data relating to
          Retailer in connection with the operation of its Land Based Stores
          only. As set forth above, Retailer may not sell, lend or license the
          Customer Data to any third party without GSI's consent, which consent
          may be withheld by GSI in its sole discretion. The parties acknowledge
          that the Customer Data referred to herein refers only to Customer Data
          gathered from On Line Customers and shall not be applicable to
          customer data gathered by the Retailer from its customers at its Land
          Based Stores.

          Retailer, as co-owner of the online customer database, will be
          provided with the results of such data aggregation and analysis, in
          the form of comparative profiles. GSI will provide the Retailer online
          customer profile as well as the aggregated online customer profile. In
          addition, Retailer will be allowed to promote  to its own database of
          land based customers.

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

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

     5.1  prominently including as part of all of its print media (including but
          not limited to newspapers, periodicals, circulars, billboards, print
          materials, letterhead, business cards, shopping bags, cash register
          receipts and arena advertising) its URL, www.Sportschalet.com.;
          provided however, Retailer shall not be required to include the URL on
          print materials such as letterhead, business cards, shopping bags and
          cash register receipts until it exhausts its present supply of each
          such item at which time it will promptly replace that item with items
          containing the Retailer's URL; and

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

     5.3  mentioning its URL at the end of all radio advertisements; provided
          however, Retailer may request GSI's consent not to use the URL in up
          to [*] per cent of its annual radio advertisements, which consent GSI
          shall not unreasonably withhold.

     Notwithstanding anything contained herein to the contrary, Retailer shall
     be permitted to exhaust its existing supply of each item of
<PAGE>

     printed materials before instituting the Complete URL Integration with
     respect to that item.

6.   ADVERTISING CO-OP AND DISCRETIONARY FUNDS
     -----------------------------------------

     6.1  During the Term and any extensions thereof, GSI shall use all
          Advertising Co-op and Discretionary Funds received by GSI directly
          from vendors as a result of the purchase of merchandise for the
          Retailer's Web Site exclusively, to promote the Retailer's Web Site,
          as GSI shall elect. All such proposed advertisements shall be
          submitted to the Retailer for the Retailer's approval as to content
          and design along with placement information. The Retailer shall have
          seven days from receipt to either approve or disapprove. In the event
          that the Retailer disapproves, it shall advise GSI specifically as to
          why and GSI shall attempt to address the Retailer's concerns and
          resubmit the proposal to Retailer for its approval, which shall again
          have forty eight hours from receipt to approve or disapprove. This
          procedure shall continue until the advertisement has been approved or
          replaced. In all instances where approval is requested of the
          Retailer, in the event the Retailer does not respond within the
          aforementioned forty-eight hours, Retailer shall be deemed to have
          granted approval.

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

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

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

     7.1  Confidential Information.  Each party acknowledges that, in connection
          ------------------------
          with the performance of this Agreement, it may receive Confidential
          Information of the other party.  For the purpose of this Agreement,
          "Confidential Information" shall mean information or materials that is
          clearly marked "confidential" or the Receiving Party knows has reason
          to know is the confidential or proprietary information of the
          Disclosing Party, either because a) such information is marked or
          otherwise identified by the Disclosing Party as confidential or
          proprietary, or b) such information has commercial value and is not
          generally known in the Disclosing Party's trade or industry.
          Confidential Information shall include, without limitation:  (a)
          concepts and ideas relating to the development and distribution of
          content in any medium; (b) trade secrets, drawings, inventions, know-
          how, software programs, and software source documents; (c) information
          regarding plans for research,
<PAGE>

          development, new service offerings or products, marketing and selling,
          business plans, business forecasts, budgets and unpublished financial
          statements, licenses and distribution arrangements, prices and costs,
          suppliers and customers; and (d) existence of any business
          discussions, negotiations or agreements between the parties.

     7.2  Confidentiality.  The Receiving Party hereby agrees: (i) to hold and
          ---------------
          maintain in strict confidence all Confidential Information of the
          Disclosing Party and not to disclose it to any third party; and (ii)
          not to use any Confidential Information of the Disclosing Party except
          as permitted by this Agreement or as may be necessary for the
          Receiving Party to perform its obligations under this Agreement.  The
          Receiving Party will use at least the same degree of care to protect
          the Disclosing Party's Confidential Information as it uses to protect
          its own Confidential Information of like importance, and in no event
          shall such degree of care be less than reasonable care.  The
          obligations and restrictions imposed by this Article 7 shall not
          expire.

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


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

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

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

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

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

     During the Term and any extensions thereof, the Retailer, any subsidiary of
     the Retailer, shall not sell any sporting goods merchandise on the Internet
     (including the Web), nor use itself or allow a third party to use its URL,
     name or logo on the Web for the purpose of facilitating the sale of
     merchandise on the Web other than through GSI. Notwithstanding anything
     contained herein to the contrary, should GSI be unable to satisfy the
     Retailer's web site requirements with respect to specialized matters such
     as corporate information, or special services the Retailer shall have the
     right to establish a second web site incorporating the name "Sport Chalet"
     which GSI shall provide a link from the Retailer's Web Site; provided
     however, under no circumstances shall Retailer sell any merchandise on such
     second web site.

     8.1  GSI will include in the website development agreement at no charge to
          Retailer, links that will enable Retailer's customers to link to a
          product expert, which expert shall be selected and engaged solely by
          Retailer; provided however, that should any such product expert a) be
          engaged in e-commerce; b) be linked to another site which is engaged
          in e-commerce; or c) recommend that a consumer patronize another
          retailer's Land Based Stores, then GSI, shall have the absolute right,
          which right shall not
<PAGE>

          be subject to dispute by Retailer, not to link the Retailer's website
          to the web site of such product expert. Links will be provided by GSI
          to such product experts or vendors for informational purposes and not
          for the purpose of conducting any e-commerce business.

     8.2  Inasmuch Retailer's land based business includes services and
          guarantees not specifically related to the actual selling of
          traditional, off the shelf retail merchandise, such as equipment
          rental, SCUBA Boat Charters, individually customized team sales
          equipment and apparel, and other services, Retailer reserves the right
          to create its own web page(s) to allow customers to reserve such
          equipment and/or charters, order customized team products, and take
          advantage of other land-based services. These pages will be consistent
          with the look and feel of the GSI-created www.sportchalet.com web
                                                    --------------------
          site, and furthermore these pages would in no way offer for sale
          similar or competing product available on the GSI web site; provided
          however, that should any such product expert a) be engaged in e-
          commerce; b) be linked to another site which is engaged in e-commerce;
          or c) recommend that a consumer patronize another retailer's Land
          Based Stores, then GSI, shall have the absolute right, which right
          shall not be subject to dispute by Retailer, not to link the
          Retailer's website to such other web site Links will be provided by
          GSI to such product experts or vendors for informational purposes and
          not for the purpose of conducting any e-commerce business. Retailer
          will bear the cost of developing and maintaining these sites.
          Retailer will not be obligated to let GSI operate these particular web
          pages as/when GSI is capable of doing so.  At Retailer's request, GSI
          will provide a link to these additional pages.

          In addition, GSI will support and implement Retailer's ongoing program
          of providing links from its web site to those web sites of Retailer's
          vendors, as well as links to sports related publications such as
          newspaper and magazine web sites, along with weather forecasting web
          sites so as to add value to a customer's on-line shopping experience
          by providing more detailed product information, descriptions and
          information. These vendor sites will not be E-Commerce enabled nor
          provide links to competitive E-Commerce sites; provided however, that
          should any such product expert a) be engaged in e-commerce; b) be
          linked to another site which is engaged in e-commerce; or c) recommend
          that a consumer patronize another retailer's Land Based Stores, then
          GSI, shall have the absolute right, which right shall not be subject
          to dispute by Retailer, not to link the Retailer's website to such
          other web site Links will be provided by GSI to such product experts
          or vendors for informational purposes and not for the purpose of
          conducting any e-commerce business.

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

     9.1  During the Term, the Retailer hereby grants to GSI the  right to
          use, copy, and display the Retailer's name, logo and URL
<PAGE>

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

     9.2  GSI has the right to use a toll-free number for web site customer
          service and credit card calls.  This number may be used on the web
          site, invoices, packing lists, and credit card statements.

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

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

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

          b.   Retailer is authorized to advertise and market on its Web Site
               the brands of merchandise to be sold thereon; and

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

          d.   neither the Retailer nor its secured lenders shall  at any time
               have any interest in the Web Account or Tax Account.

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

     10.3 GSI represents and warrants that during the term of the contract, it
          is financially responsible for all costs of operating the Retailer's
          web site, except as specified in Section 8.2.

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

     11.1 Retailer, at its own cost and expense, shall defend, indemnify and
          hold harmless GSI and any of its officers, directors, employees or
          agents from and against all damages, expenses, liabilities and other
          costs (including reasonable attorneys fees and court costs) arising as
          a consequence of GSI providing services pursuant to this Agreement a)
          from or related to a claim that GSI infringes a third party copyright,
          trademark or trade secret due to use of Retailer's tradename or any
          other name set forth on Schedule 1 to this Agreement; with the
          exception of modifications made to Retailer's marks, names or logos
          made by GSI without Retailer's consent or b) from Retailer's gross
          negligence, willful or intentional misconduct.

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

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

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

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

     11.6 GSI will process all credit card orders through its own processor
          under it's own merchant ID number - chargebacks shall be the sole
          responsibility of GSI.

     11.7 Retailer maintains a risk management program with respect to its land
          based businesses which includes, without limitation, the use of
          written waivers and releases from customers of certain products and
          the obtaining of written indemnification agreements from vendors of
          certain products. Accordingly, the parties agree:
<PAGE>

          a.   Retailer shall provide GSI from time to time with a list of those
               products for which it requires a waiver or release from the
               customer and the form of waiver and release it currently uses;

          b.   GSI shall design the web site such that a customer is required to
               give valid and binding legal assent to a waiver and release
               substantially equivalent to that used by Retailer in its land
               based business before he or she may purchase these products;

          c.   GSI shall obtain from vendors of merchandise it purchases for
               sale on Retailer's web site  indemnities of the nature and type
               then being furnished by such vendors to Retailer with  respect to
               its land based business; provided, however, that such indemnities
               so obtained by GSI shall, by their terms, protect both GSI and
               Retailer;

          d.   GSI shall comply with any requirements of the vendor indemnities
               mentioned above to the end that such indemnities are enforceable
               in accordance with their terms.

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

     12.1 GSI, at its expense, shall maintain in full force and effect products
          liability insurance coverage for merchandise sold on Retailer's Web
          Site. The amount of product liability insurance will be equal to the
          amount Retailer requires of its vendors, with at least a minimum of
          [*], and shall be updated as required.  Such policy shall insure
          Retailer and name GSI as an additional insured.

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


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

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

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

    13.2  Measures of Performance. In addition, the web site will need to have a
          -----------------------
          large assortment of merchandise as depicted in Retailer Land Based
          Stores. The Retailer recognizes time will be required to build an
          assortment on-line which accurately represents the land-based stores.
          The percentage of on-line vs. land based SKU assortments will be as
          follows:

          Oct. 1, 1999 - the lesser of [*] or [*] of the Retailer's active land-
          based SKUs.

          Oct. 1, 2000 - the lesser of [*] or [*] of the Retailer's active land-
          based SKUs.

          Oct. 1, 2001 - the lesser of [*] or [*] of the Retailer's active land-
          based SKUs.

          The above thresholds have been agreed upon based upon the Retailer
          having [*] active land based SKUs.Both parties acknowledge that if
          vendors restrict or prohibit the sale of their merchandise on line,
          thereby significantly reducing the number of SKUs available for sale
          on line, then the parties will  renegotiate the thresholds set forth
          above, acting in good faith.

          GSI will be required to report SKU levels monthly by the 15/th/ of the
          month following, and during any month in a twelve-month period where
          GSI fails to meet the standard, this failure will be considered to be
          a breach (without requirement of notice by Retailer). GSI's SKU count
          of offered SKU's may include items that are listed on the web site
          with the notation, "available in retail stores only.


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

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

               b.   a material change in the Retailer's business or business
                    policies as determined by GSI in its sole reasonable
                    judgment.


          13.4 Termination for Cause by Retailer. Retailer may terminate
               ---------------------------------
               this agreement by giving 60 days prior notice to GSI upon the
               occurrence of:

               a. a default under 13.2 above; or
<PAGE>

               b. if during the first three years of the Term of this Agreement,
                  there is a change in control of the ownership of GSI,
                  including a spin off as a public company so that Michael G.
                  Rubin ceases to function as the chairman of the board or chief
                  executive officer of both GSI and its parent corporation,
                  Global Sports, Inc.; or

               c. there is a material adverse change in GSI's financial
                  condition directly causing an uncured material breach and/or
                  filing pursuant to Chapter 7 or 11 of the Bankruptcy Code.

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

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

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


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

         The Retailer's Web Site shall consist of, and shall operate in
         conjunction with, multiple elements, all of which are subject to
         certain intellectual property rights. The parties' respective rights
         with respect to such elements shall be as set forth below. For purposes
         of this Agreement, the term "Ownership" shall refer to ownership of all
         right, title and interest in and to the respective elements, including,
         but not limited to, all patent, copyright, trade secret, trademark and
         any other similar intellectual property rights therein, as applicable.
<PAGE>

         15.1       Retailer's URL shall be owned solely by the Retailer;
         15.2       Retailer's Web Site shall be owned solely by GSI;
         15.3       Software developed for the Retailer's Web Site, shall be
                    owned solely by GSI subject to any authorizations to use and
                    approvals obtained by the Retailer and granted to GSI.
         15.4       Upon Retailer's request, GSI will provide Retailer with
                    digital images and copy for each and every item offered on
                    the Retailer web site at no charge.
         15.5       Retailer's Content shall be owned exclusively by Retailer.
         15.6       Customer Data shall be owned jointly by Retailer and GSI.

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

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

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

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

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

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

         In the event that either party is unable to perform any of its
         obligations under this Agreement or to enjoy any of its benefits
         because of any event beyond the control of the affected party
         including, but not limited to, natural disaster, acts of God, actions
         or decrees of governmental bodies or failure of communications lines or
         networks (a "Force Majeure Event"), the party who has been so affected
         shall promptly give written notice to the other party and shall use its
         best efforts to resume performance. Upon receipt of such notice, all
         obligations under this Agreement shall be immediately suspended for the
         duration of such Force Majeure Event.

     19. WAIVER
         ------

         No delay or failure on the part of any party hereto in exercising any
         right, power or privilege under this Agreement shall impair any such
         right, power or privilege or be construed as a waiver of any default or
         any acquiescence therein. No single or partial exercise of any such
         right, power or
<PAGE>

         privilege shall preclude the further exercise of such right, power or
         privilege, or the exercise of any other right, power or privilege. No
         waiver shall be valid against any party hereto unless made in writing
         and signed by the party against whom enforcement of such waiver is
         sought and then only to the extent expressly specified.

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

         All voluntary public announcements concerning the transactions
         contemplated by this Agreement shall be mutually acceptable to both GSI
         and Retailer. Unless required by law, neither GSI on the one hand, and
         Retailer on the other hand, shall make any public announcement or issue
         any press release concerning the transactions contemplated by this
         Agreement without the prior written consent of GSI or Retailer,
         respectively. With respect to any announcement that any of the parties
         is required by law to issue, such party shall, to the extent possible
         under the circumstances, review the necessity for and the contents of
         the announcement with the other party before issuing the announcement;
         provided however, if either party cannot obtain the consent of the
         other party in a timely manner, the party required to comply with law
         may issue the press release or public announcement without obtaining
         the consent of the other party.


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

         In the event that either party commences any proceeding pursuant to
         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).

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

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

         In addition, should GSI assign this Agreement to a third party and not
         as part of the sale of all or substantially all its e-commerce
         business, then Retailer shall have the right to approve the assignee to
         ensure that the assignee is experienced in the operation of a web site.

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

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

     24. ENTIRE AGREEMENT
         ----------------
<PAGE>

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

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

          Should either party commence any proceeding pursuant to this
          Agreement, the exclusive jurisdiction and venue of any such dispute
          shall be in the United States District Court for the Disrict of
          Delaware

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

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

     27.  SIGNING
          -------

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


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

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

     29.  HEADINGS
          --------

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

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

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

     31.  NOTICES
          -------

          Any notices or writings to be sent hereunder shall be in writing and
          shall be by personal delivery, facsimile transmission if accompanied
          by e-mail and/or telephone 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
<PAGE>

          shall be sent to the following addresses (or such other address as
          either party may specify in writing):

               IF TO GSI:  555 South Henderson Road
                           King of Prussia, PA  19406
                           Attention:  President
<PAGE>

               Copy to:    David S. Mandel, Esq.
                           Astor Weiss Kaplan & Rosenblum, LLP
                           The Bellevue
                           Broad & Walnut Streets
                           6th Floor
                           Philadelphia, Penna., 19102
                              PH.  215-893-4959
                               FAX  215-790-0509



          IF TO RETAILER:  920 Foothill Boulevard
                           La Canada, CA., 91011
                           Attention:  President/Chief Operating
                           Officer

               Copy to:    James G. Jones, Esq.
                           Knapp, Marsh, Jones and Doran
                           515 South Figueroa Street
                           Los Angeles, CA  90071
                           PH.  (213) 627-8471
                           FAX  (213) 627-7897



     32.  GRANT OF WARRANT TO RETAILER
          ----------------------------

          Upon execution of this Agreement by Retailer, and acceptance thereof
          by GSI, prior to the announcement of GSI's e-commerce initiative, GSI
          will deliver to Retailer a warrant to purchase shares of Global
          Sports, Inc., the parent corporation of GSI, in accordance with the
          terms set forth in the Warrant Term Sheet attached hereto as Exhibit
          "B".


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


GLOBAL SPORTS INTERACTIVE, INC.:      SPORT CHALET, INC.:

BY: /s/ Michael Rubin                 BY: /s/ Craig Levra
   ----------------------------           ----------------------------

Title: President                      Title: President/C.O.O.
       ------------------------              -------------------------

Date:     4/1/99                      Date:   3/31/99
      -------------------------            ---------------------------

                                   EXHIBIT A

                         WEB SITE DEVELOPMENT AGREEMENT
                         ------------------------------
<PAGE>

     THIS Web site Development Agreement ("Agreement") dated the ____ day of
______________, 1999 (the "Services Start Date") by and between Global Sports
Interactive, Inc., a Pennsylvania corporation (hereinafter referred to as "GSI")
with an address of 555 South Henderson Road, King of Prussia, PA 19406 and Sport
Chalet, Inc., a Delaware corporation (hereinafter referred to as "Retailer")
with an address of 920 Foothill Boulevard, La Canada, California, 91011.

                             W I T N E S S E T H:


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

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

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


1.   DEFINITIONS

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

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

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

1.4  "Intellectual Property Rights" means any and all now known or
hereafter known tangible and intangible (a) rights associated with works of
authorship throughout the universe, including but not limited to copyrights,
moral rights, and, (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.
<PAGE>

     1.6  "GSI Content" means product information, 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, excluding any tools which GSI creates pursuant to this
Agreement.  By way of example, GSI Tools may include, without limitation,
toolbars for maneuvering between pages, search engines, Java applets, and
ActiveX controls.

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

     1.10 "Retailer Content" means the Domain Name, and the contents of the
Retailer's web site pages that describe or are unique to Retailer and does not
include product information that is GSI's responsibility.  Such retailer content
includes, without limitation, Retailer's trademark, copyrights, trade secrets,
and confidential information.

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

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

     1.13 "GSI Work Product" means all HTML files, Java files, graphics files,
animation files, data files, technology, scripts and programs, both in object
code and source code form, all documentation and any other deliverable used by
GSI to create the Web site.

     1.14 "Product Information" shall mean the camera ready image, and
descriptive text associated with each and every item of merchandise offered for
sale on the web site, plus any sound graphics, or video that may also be
supplied by GSI for some or all of these same items of merchandise.

2.   WEB SITE DEVELOPMENT SERVICES

     2.1  Delivery of Initial Retailer Content.  As soon as reasonably possible,
GSI and Retailer shall agree upon a Production Schedule for the delivery by
Retailer to GSI of the Retailer Content that Retailer intends for GSI to
incorporate into the Web site. The parties acknowledge that Retailer will be
able to deliver certain "static" information, such as store locations, promptly
to GSI, and other product information, 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)
<PAGE>

designated by GSI as set forth on Attachment C hereto. Upon Retailer's request,
GSI shall assist Retailer in the conversion of the Retailer Content into an
acceptable form for use by the Web site.

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

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

     2.4  Acceptance.  GSI shall make available final versions of the Web site
for Retailer's review and acceptance.  Retailer shall have fifteen (15) days to
review and evaluate the Web site  (the "Acceptance Period") to assess whether it
substantially meets the Features Set.  During the Acceptance Period, Retailer
shall identify in writing to GSI all aspects of the Web site that do not
substantially conform to the Features Set. Upon receipt of Retailer's list of
non-conformities, GSI shall correct promptly all such non-conformities so that
the Web site does substantially conform to the Features Set and GSI shall extend
the Acceptance Period for a second ten (10) day Acceptance Period during which
Retailer shall confirm that all non-conformities that were previously identified
have been corrected.  Notwithstanding the foregoing, the Web site shall be
deemed accepted upon the earlier of: (i) its use in commerce, provided however,
GSI shall not use the Retailer's Web site in commerce without the Retailer's
consent,  which shall not be unreasonably withheld or delayed; (ii) Retailer's
failure to articulate any non-conformities during an Acceptance Period; or (iii)
Retailers acceptance of the Web site; or (iv) GSI's demonstration that all non-
conformities have been corrected to Retailer's reasonable satisfaction.

     2.5  The entire web site design, as viewed on-line by customers, including
typeset, coloration, backgrounds, and overall look are subject to Retailer's
approval, which shall not be unreasonably withheld.

3.   WEB HOSTING AND MAINTENANCE SERVICES

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

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

     3.2  Retailer Content.   GSI shall upload all Retailer Content, including
updates, and product information to the Web site within seven
<PAGE>

days of delivery to GSI. Upon GSIs prior written consent, Retailer may
electronically transmit or upload Retailer Content directly to the Web site.

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

     GSI shall use its best efforts to notify Retailer not less than forty-eight
hours in advance of any planned maintenance of the Retailer's Web site which
will cause GSI to close down the Web site.

     In the event that GSI is forced to close the Retailer's Web site as a
result of an emergency, GSI shall use its best efforts to advise Retailer of the
emergency within twenty-four hours after it occurs.

4.   ADDITIONAL SERVICES

     4.1  Search Engine Registration.  When GSI makes the Web site available to
Retailer, GSI shall register the Web Site and Domain Name with all applicable
search engines, but at least the top five search engines as rated by frequency
of use at GSI's discretion.

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

5.   CONSIDERATION

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


6.   TERM AND TERMINATION

     6.1  Term.  The term of this Agreement shall be conterminous with the term
of the E- Commerce Agreement and controlled by the provision of Section 2
thereof.  In absence of a material breach, this Agreement may only be terminated
by the expiration of the term.
<PAGE>

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

7.   WARRANTIES AND DISCLAIMERS.

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

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

     7.3  Year 2000.  GSI warrants that the Web site shall not suffer any
material adverse effect as a result of a failure in any GSI Work Product or GSI
Tools to be Y2K Compliant.  A product or service which is "Y2K Compliant" is one
that provides accurate results using data having date ranges spanning from
January 1, 1980 through December 31, 2019 (the "Y2K Period").  By way of example
and not of limitation, "Y2K Compliant" means, with respect to a product or
service, that it can currently and shall, during the Y2K Period, continue to (a)
manage and manipulate data involving all dates within the Y2K Period (including
the fact that the year 2000 is a leap year) without functional or data
abnormality related to such dates; (b) manage and manipulate data involving all
dates within the Y2K Period without inaccurate results related to such dates;
(c) have user interfaces and data fields formatted to distinguish between dates
within the Y2K Period; and (d) accurately identify and either reject or correct
invalid date data during the Y2K Period.  Provided a party otherwise complies
with this Section 7.4, it will not be liable to the other party for any failure
to perform obligations under this Agreement to the extent such failure arises
from a failure to be Y2K Compliant that (1) affects the non-performing party's
customers or
<PAGE>

suppliers or (2) is beyond its reasonable control (e.g., a failure to be Y2K
                                                   ---
Compliant affecting a governmental entity).

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

     7.5  GSI warrants that the web site developed by GSI for Retailer will be
fit for E-Commerce as defined in the E-Commerce Management Agreement and will be
equivalent to the then current, state of the art standards of web sites selling
on-line merchandise.

8.   OWNERSHIP

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

     8.2  Ownership of Retailer Content.  GSI hereby acknowledges and agrees
that as between GSI and Retailer, Retailer owns all right, title and interest in
and to the Retailer Content and all Product Information as defined in paragraph
1.44 and all applicable Intellectual Property Rights thereto. Except for a
limited non-exclusive license during the term to use the Retailer Content and
product information solely to perform its obligations hereunder, this Agreement
confers no ownership interest in the Retailer Content to GSI.  This includes all
content on each product page, and copy including, but not limited to, pictures,
descriptions, features, benefits, about each and every item offered for sale on-
line, to the extent Retailer provides such content and such content is not
generally available elsewhere.

9.   LIMITATION UPON LIABILITY.

     UNDER NO CIRCUMSTANCES SHALL GSI BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES
ARISE OUT OF CONTRACTUAL, NEGLIGENCE OR OTHER LEGAL THEORIES) ARISING FROM OR
RELATED TO RETAILER'S OR RETAILER'S CUSTOMERS USE OF OR INABILITY TO ACCESS ANY
PART OF THE INTERNET OR RETAILER'S OR RETAILER'S CUSTOMERS RELIANCE ON OR USE OF
INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE WEB SITE OR THE
SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, LOSS, THEFT,
OR DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR
ANY FAILURE OF PERFORMANCE.  IN NO EVENT SHALL GSI BE LIABLE UNDER THIS
AGREEMENT FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE THE AMOUNTS PAID TO
RETAILER DURING THE TWELVE (12) MONTHS PRECEDING THE LAST ACT OR OMISSION GIVING
RISE TO SUCH LIABILITY.  SHOULD A MATERIAL FAILURE OCCUR, THE RETAILER HAS AT
ITS SOLE DISCRETION, THE OPTION TO MODIFY THE TERM OF THE E-COMMERCE MANAGEMENT
AGREEMENT TO A NEW TERM ACCEPTABLE TO
<PAGE>

RETAILER. THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE THE SOLE AND
EXCLUSIVE REMEDIES AVAILABLE TO RETAILER UNDER THIS AGREEMENT. IN NO EVENT SHALL
EITHER PARTY BE LIABLE IN ANY RESPECT FOR CLAIMS BROUGHT MORE THAN [*] MONTHS
AFTER THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.

10.  INDEMNITY.

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

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

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

11.  MISCELLANEOUS.

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

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

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

12.  MEASURE OF PERFORMANCE.

     GSI shall be responsible to comply with the provisions of Paragraph 13.2 of
     the E-Commerce Management Agreement, the terms of which are incorporated by
     reference. GSI's failure to do so shall be a default of both the E-Commerce
     Management Agreement and this agreement
<PAGE>

     agreement permitting the Retailer to exercis its remedies set forth in
     paragraph 13.4 of the E-Commerce Management Agreement.

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


GLOBAL SPORTS INTERACTIVE, INC.:      SPORT CHALET, INC.:


By: /s/ Michael Rubin              By: /s/ Craig Levra
    ---------------------------        -------------------------

Title: President                   Title: President/C.O.O.
      -------------------------          -----------------------

Date:    4/1/99                    Date:    3/31/99
     --------------------------          -----------------------

Name: Michael Rubin                Name: Craig Levra
     -------------------------          ------------------------
     (Please type or print)             (Please type or print)
<PAGE>

                                  ATTACHMENT A

                         RETAILER'S ASSET REQUIREMENTS


Product Assets

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

Store Locations

Store location information should include address, phone number and fax numbers
store manager's name, store hours (which vary by mall).


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.

*    Please define corporate identity materials.
<PAGE>

                                  Attachment B

                               (TO BE COMPLETED)

Domain Name:

Format of Retailer Content:

Project Liaisons:
          For GSE.C:                        For Retailer:  T.B.A.

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

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

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

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

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

<PAGE>

                                 ATTACHMENT C

                          ASSET SUBMISSION GUIDELINES

This section details how to submit assets.

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

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

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

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

We routinely receive assets in the following media and formats.

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

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

     Format:
     Win16, Win-32, or Macintosh

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

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

     PostScript Graphics:
     EPS, Illustrator (7.0 preferred)

     Video:
     QuickTime

     Audio:
     WAV, AIFF, MIDI



Non-Digital Media
-------------------------------------------------------------------
Contact us to discuss needs and capabilities before submitting any non-digital
assets.
<PAGE>

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

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

Submission via FTP

FTP Area:  ftp.globalsportsinteractive.com

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

Submission via Package Delivery

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

Address TBD

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

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

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


                RETAILER'S TRADEMARKS, TRADENAMES AND LOGOS TO
                -----------------------------------------------
<PAGE>

                                 SPORT CHALET
                                 ------------


 .    Pacific Extreme
 .    Sportland
 .    Sport Chalet
 .    Sport Chalet Divers
 .    III (Romam Numeral Three) Sets
 .    Classic Cottonworks
 .    Classic Bodyworks
<PAGE>

             SCHEDULE 2 TO E-COMMERCE MANAGEMENT AGREEMENT
             ---------------------------------------------


TYPE OF ON           RETAILER'S       MANAGEMENT        COST OF
LINE GOODS           OPERATING        FEE               MERCHANDISE
----------           INCOME           ---               TO RETAILER
                     ------                             -----------



IN LINE               [*]%             [*]%                [*]%

SPECIAL MAKE-UPS      [*]%             [*]%                [*]%

CLOSEOUTS             [*]%             [*]%                [*]%

MARKDOWNS             [*]%*            [*]%                N/A

LAND BASED GIFT
CERTIFICATES          [*]%**           [*]%                N/A

ON LINE GIFT
CERTIFICATES***       [*]%****         [*]%                [*]%



      * Retailer supplies markdown inventory

     ** Retailer supplies gift certificates

    *** Excluding those redeemed for Markdowns, which shall be
        treated as a sale of Markdowns as indicated above,

   **** GSI supplies gift certificate, and Retailer
        purchases inventory from GSI at such time as
        the certificate is purchased
<PAGE>

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


                               WARRANT TERM SHEET


1.   Grant of Warrants        As part of its E-Commerce Initiative, Global
                              Sports, Inc. ("Global") intends to provide all
                              sporting goods and/or athletic footwear and
                              apparel retailers who execute a contract with
                              Global to become part of Global's E-Commerce
                              Initiative (the "Retailers") prior to the public
                              announcement of such initiative the opportunity to
                              receive warrants to purchase shares of Global
                              common stock based on the terms and conditions
                              outlined in this Term Sheet.


2.   Amount of Warrants       Warrants will be granted for a total exercise
                              amount of [*]. Each Retailer will receive a
                              warrant to purchase its pro rata share of the
                              total exercise amount based on the proportion that
                              such Retailer's net sales (including sales by such
                              Retailer's franchisees, if any) for its most
                              recent fiscal year bears to the total net sales of
                              all Retailers participating in the E-Commerce
                              Initiative (including sales by all such Retailers'
                              franchisees, if any).

3.   Security                 Warrant to purchase Global common stock. The
                              period during which the warrant may be exercised
                              will be one year from the date of public
                              announcement of Global's E-Commerce Initiative.
                              The warrant and the shares of common stock
                              issuable upon exercise of the warrant will be
                              offered and sold to the Retailers pursuant to an
                              exemption from the Securities Act of 1933, as
                              amended. As a result, such shares will be
                              restricted securities within the meaning of that
                              Act, and the resale of such shares will be subject
                              to certain restrictions, including a one year
                              holding period.
<PAGE>

4.   Warrant Exercise Price   The warrant exercise price will be equal to the
                              average of the closing bid and asked prices for a
                              share of Common Stock for the 20 trading days
                              ending on the trading day immediately preceding
                              the public announcement of Global's E-Commerce
                              Initiative.

5.   Issuance of Warrant      Global will issue the warrants to participating
                              Retailers effective as of the public announcement
                              of Global's E-Commerce Initiative which is
                              expected to occur by March 31, 1999.

6.   Confidentiality          This Term Sheet is not to be disclosed to any
                              party other than the employees or advisors of the
                              Retailers receiving this Term Sheet who need to
                              know the terms set forth herein for the purpose of
                              evaluating such Retailer's participation in
                              Global's E-Commerce Initiative.

7.   Other                    This Term Sheet is only intended to serve as a
                              general outline of the major terms of Global's
                              proposed grant of warrants in accordance with the
                              terms and conditions set forth herein. This Term
                              Sheet does not constitute an offer or sale of the
                              shares by Global. This Term Sheet does not
                              constitute a commitment or binding agreement to
                              grant such securities. such commitment or binding
                              agreement can only be created by definitive
                              agreements which will need to be negotiated and
                              executed.