<PAGE>

                                                                   Exhibit 10.35

                     FIRST AMENDMENT TO E-COMMERCE AGREEMENT

     This First Amendment to E-Commerce Agreement is made as of the 5th day of
December, 1999 by and between Global Sports Interactive, Inc., a Pennsylvania
corporation ("GSI"), and Dunham's Athleisure Corporation, a corporation
("Retailer").

     GSI and Retailer are parties to an E-Commerce Agreement, dated as of March
23, 1999 (the "Agreement"), pursuant to which GSI agreed to act as Retailer's
outsourcing company for the on-line sale of sporting goods products through a
web site to be created, developed, operated, managed and maintained by GSI (the
"Retailer Web Site") in accordance with the terms of the Agreement. GSI and
Retailer desire to amend the Agreement as set forth in this Amendment to provide
that the image of Retailer's Web Site will be consistent with the image of
Retailer's Land Based Stores. All capitalized terms used in this Amendment
without definition shall have the meanings given to such terms in the Agreement.

     The parties, intending to be legally bound, agree as follows:

     1.   The Agreement is amended to add the following Sections 3.3(f), 3(g),
          3(h) and 3(i):

          f.   If, at anytime during the Term, Retailer notifies GSI in writing
               that the assortment of On Line Merchandise being offered for sale
               on the Retailer's Web Site is not consistent with the In Line
               Merchandise being offered for sale in Retailer's Land Based
               Stores, GSI agrees to offer for sale on the Retailer's Web Site
               up to 500 styles of such In Line Merchandise that are not being
               offered on the Retailer's Web Site as selected by Retailer (the
               "Selected Merchandise"), in accordance with the following terms:

               1)   Within 14 days after receipt of such notice from Retailer,
                    GSI shall place a purchase order. GSI shall have the option
                    to purchase merchandise from the Retailer, manufacturer or
                    other vendor at its discretion. If GSI elects to purchase
                    the Selected Merchandise from Retailer, GSI shall purchase
                    from Retailer, and Retailer shall sell to Global, the
                    Selected Merchandise in accordance with the terms of the
                    Letter Agreement, dated October 7, 1999 (the "Letter
                    Agreement"), as amended in Section 3 of this Amendment,
                    unless Retailer shall handle the fulfillment for the sale by
                    GSI of Selected Merchandise on Retailer's Web Site, in which
                    case the parties will agree upon appropriate procedures.

               2)   Within 14 days after GSI receives at its fulfillment center
                    Selected Merchandise purchased by GSI, GSI shall offer for
                    sale on the Retailer's Web Site such Selected Merchandise.

               3)   Global shall not be required to purchase more than 300
                    styles in any month and shall not be required to purchase
                    more than 500 styles in any calendar quarter.

                                       1
<PAGE>

                    a.   If, at any time during the Term, Retailer notifies GSI
                         in writing that the value message for On Line
                         Merchandising being offered for sale on the Retailer's
                         Web Site is not consistent with the value message that
                         Retailer advertises for In Line Merchandise being
                         offered for sale in Retailer's Land Based Stores, then
                         GSI agrees to place on Retailer's Web Site, within
                         fifteen (15) days after receipt of such notice, the
                         appropriate value message.

                   b.    If GSI materially breaches its obligations under
                         Section 3.3(f) or Section 3.3(g), and provided Retailer
                         has complied with its obligations under Section 3.3(i),
                         Retailer shall notify GSI in writing, specifying in
                         reasonable detail the nature of the breach, and GSI
                         shall have 30 days after the receipt of such notice to
                         cure the breach. If GSI shall not cure the breach
                         within the 30-day period, Retailer shall have the right
                         to require GSI to take down the Retailer's Web Site
                         until such time as the breach is cured; provided,
                         however, that if GSI materially breaches its
                         obligations under Section 3.3(f) or Section 3.3(g) more
                         than three times in any six-month period, GSI shall not
                         have the right to cure any further breach of Section
                         3.3(f) or Section 3.3(g) within such six-month period.
                         The cure periods set forth in this Section 3.3(h) shall
                         be the only cure periods applicable to a breach by GSI
                         of its obligations under Section 3.3(g) or 3.3(h).

                    c.   Retailer shall cooperate with GSI in the performance by
                         GSI of its obligations under Section 3.3(f) and Section
                         3.3(g), including (x) furnishing GSI with copies of
                         weekly specials at least four (4) weeks prior to the
                         publication by Retailer of such weekly specials, and
                         (y) for all Selected Merchandise purchased by GSI,
                         placing GSI's SKU number on Retailer's shipping list
                         next to each item of Selected Merchandise purchased by
                         GSI. To facilitate Retailer's obligations under clause
                         (y), Retailer shall give GSI in electronic form
                         Retailer's SKU number for each item of Selected
                         Merchandise, and GSI shall furnish Retailer purchase
                         orders in electronic form with a cross reference file
                         showing the GSI SKU number that corresponds to
                         Retailer's SKU number for each item of Selected
                         Merchandise purchased by GSI.

               1.   Except as amended hereby, the Agreement shall remain in full
                    force and effect in accordance with its terms.

               2.   The Letter Agreement is hereby amended as follows:

                    a.   The following clause is hereby added to the end of
                         Section 2(c) of the Letter Agreement under GSI:

                         GSI may return any product delivered to its fulfillment
                         center from Dunham's that arrives damaged and/or
                         unsaleable. GSI will notify Dunham's of these claims
                         within 21 days after receiving the shipment of such
                         product.

                                       2
<PAGE>

                    b.   Section 5(A) of the Letter Agreement is amended in its
                         entirety to read as follows:

                         A.   Payment of invoice due in 10 days upon receipt of
                              merchandise. Invoices not paid within 10 days will
                              be subject to a late fee of 1% per month.

                    c.   Section 5(D) of the Letter Agreement is amended to read
                         in its entirety as follows:

                         D.   Dunham's is not responsible for concealed
                              shortages so long as such shortages do not exceed
                              10% of the invoice amount for such shipment,
                              inasmuch as GSI will not generally be ordering
                              case pack quantities. Dunham's will implement
                              control procedures to ensure shipment accuracy.
                              Dunham's will allow GSI to audit any order prior
                              to shipment. Dunham's will supply a packing slip
                              identifying the carton in which each product is
                              packed.

                    d.   Section 5(E) of the Letter Agreement (after the first
                         sentence) is amended to read in its entirety as
                         follows:

                         C.   GSI and Dunham's will continue to develop a more
                              efficient method of shipping and receiving product
                              between the two parties.

                              Dunham's may, at its sole discretion, choose not
                              to ship any particular item ordered by GSI.
                              However, in this case, Dunham's cannot hold GSI
                              accountable for said unshipped product not
                              appearing on the Dunham's web site.



     Global Sports Interactive, Inc.            Dunham's Athleisure Corporation



     By: /s/ Michael Golden                     By: /s/ Marshall Sosna
     Name:   Michael Golden                     Name:   Marshall Sosna
     Title:  EVP                                Title:  CFO

                                       3