<PAGE>

                                                                   Exhibit 10.43

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


                        GLOBAL SPORTS INTERACTIVE, INC.
                            ______________________



                             E-COMMERCE AGREEMENT

                                    BETWEEN

                       GLOBAL SPORTS INTERACTIVE, INC.,

                                      AND

                    OSHMAN'S SPORTING GOODS, INC.-SERVICES

                                       1
<PAGE>








                                       2
<PAGE>


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

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

                                       3
<PAGE>

<TABLE>
<CAPTION>

<C>      <S>                                                                                    <C>
      18 Discontinuance or Regulation of the Internet; Termination of Access to the Web Site      23
      19 Force Majeure                                                                            23
      20 Notices                                                                                  23
      21 Assignment                                                                               24
      22 Independent Contractors                                                                  24
      23 Waiver                                                                                   24
      24 Governing Law                                                                            24
      25 Jurisdiction                                                                             24
      26 Binding Effect                                                                           24
      27 Severability                                                                             25
      28 Headings                                                                                 25
      29 Entire Agreement                                                                         25
      30 Counterparts                                                                             26
</TABLE>

      Schedules
      ---------

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

                                       4
<PAGE>

                             E-COMMERCE AGREEMENT


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


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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

1    DEFINITIONS

     Capitalized terms have the following meanings in this Agreement.

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

          authority or power of any nature.

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

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

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

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


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

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

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

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

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

     1.28 "Revenue Share" is defined in Section 37 of this Agreement.
           -------------

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

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

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

     1.32 "Term" is defined in Section 21 of this Agreement.
           ----

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

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

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


2    TERM

     2.1  Term.  The Term of this Agreement shall commence upon the execution of
          ----
          this

                                       8
<PAGE>

          Agreement and shall expire at 1700 G.M.T. on [*], unless terminated in
          accordance with Section 16 of this Agreement. GSI shall advise
          Retailer thirty days prior to the expected Launch Date. The Launch
          Date shall occur during the period beginning [*], and ending
          240 days after the Effective Date ("Commencement Period"). The
          Commencement Period shall be extended to the extent directly delayed
          by Retailer's failure to comply with the Milestone Delivery Schedule
          set forth on Attachment B to Schedule 1 attached to this Agreement and
          the Production Schedule to be agreed upon by the Parties; provided,
          however, that, without expanding the foregoing, delays associated with
          the Retailer's objections (or revisions to the Web Site based on
          Retailer's objections) pursuant to Section 314 shall not be deemed to
          be a failure to comply with the Milestone Delivery Schedule. Each
          Party shall give the other Party prompt notice of any failure to
          comply with the Milestone Delivery Schedule that occurs or is
          reasonably likely to occur.


3    OPERATION OF THE WEB SITE

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

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

                                       9
<PAGE>

                 any agreement to which GSI is a party, or would require GSI to
                 enter into a commercially unreasonable license. All upgrades to
                 GSI's proprietary engine shall be implemented for the Web Site
                 when the upgrades are made generally available for GSI's other
                 retailer Web sites. Any upgrade to GSI's proprietary engine
                 that has been in commercial use for an Other GSI Retailer site
                 for pre-release testing for more than 6 months shall be made
                 available for the Web Site.

          3.1.2  Scalability, Security, and Redundancy.  The Web Site shall be
                 -------------------------------------
                 scalable, secure, and GSI shall provide redundancy and Customer
                 response times all in accordance with the practices employed by
                 retail e-commerce Web sites offering general merchandise as
                 such practices may change from time to time. Schedule 7
                 attached to this Agreement sets forth GSI's infrastructure and
                 practices as of the Effective Date that will be implemented to
                 support the Web Site.

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

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

          3.1.5  Retailer Approval of Web Site Modifications  No changes to the
                 -------------------------------------------
                 Marks, Retailer Content or Retailer information provided
                 pursuant to Section 317 and no changes to the approved Template
                 shall be made (including the placement and positioning thereof)
                 without Retailer's prior written approval, which may be
                 withheld in its discretion. Any other material changes to the
                 appearance and functionality of the Web Site's user interface
                 initiated after the Launch Date shall be subject to the prior
                 approval of Retailer, which shall not be unreasonably withheld.
                 Such changes shall be deemed approved if GSI does not receive
                 Retailer's notice of disapproval within 7 business days of such
                 changes' availability to Retailer. Retailer shall not
                 disapprove any changes to the Web Site if such disapproval
                 would result in the material degradation of the performance of
                 the Web Site.

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

          3.1.7  Retailer Information.  GSI shall, at its cost and expense,
                 --------------------
                 incorporate in the Web

                                       10
<PAGE>

                 Site any or all of the following information (which shall for
                 the purposes of Section 11 be deemed Retailer Content ), as
                 Retailer shall elect: corporate information, store locator,
                 public financial information, press releases, community
                 programs, employment opportunities for store or corporate
                 positions, vendor compliance policy, Women & Sports, grants for
                 girls program information and registration, gift card
                 registration, frequently asked questions and a "contact us"
                 section. Retailer shall provide such information in a format
                 acceptable to GSI and shall have sole and complete control over
                 the such information. The Links on the Web Site to such
                 information shall be on the Template (as defined in Section
                 314).

          3.1.8  Retailer Information Updates.  Following the Launch Date,
                 ----------------------------
                 Retailer shall have the right to update the Content provided
                 pursuant to Section 317 of this Agreement, and GSI shall
                 incorporate such updates at GSI's cost, as follows:

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

                 (b)  Press Releases and Employment Opportunities.  GSI shall
                      -------------------------------------------
                      permit Retailer directly to upload to the Web Site any
                      Retailer-created revisions to press releases and
                      employment opportunities for store or corporate positions
                      provided pursuant to Section 317 of this Agreement

                 (c)  Other Information.  GSI shall, at no cost to Retailer,
                      -----------------
                      upload to the Web Site any Retailer-created revisions to
                      the corporate information, store locator, community
                      programs, vendor compliance policy, Women & Sports, grants
                      for girls program information and registration, gift card
                      registration, frequently asked questions, or the "contact
                      us" Content provided pursuant to Section 317 of this
                      Agreement. Retailer may from time to time provide other
                      information, and GSI shall, at no cost to Retailer, upload
                      to the Web Site such other information unless uploading
                      such information would be inconsistent with GSI's
                      reasonable business needs.

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

                                       11
<PAGE>

                 Content in connection with GSI's performance of its obligations
                 under and in accordance with this Agreement.

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

     3.2  [*]

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

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

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

          3.3.3  Form of Communication.  Any and all information required or
                 ---------------------
                 permitted to be provided by one Party to the other pursuant to
                 this Section 33 shall be provided in a mutually acceptable
                 form.

                                       12
<PAGE>

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

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

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

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

          Within ninety (90) days after the end of each GSI fiscal year, GSI
          shall provide Retailer with a statement, certified by its independent
          auditors, setting forth the Revenue Share earned by Retailer during
          the prior GSI fiscal year and an accounting of the amounts due under
          Sections 332 and 34. For a period of three years after Retailer's
          receipt of such certified statement, Retailer may perform a single
          audit of the books and records of GSI only with respect to the Revenue
          Share earned during the related GSI fiscal years. Such audit shall be
          conducted at GSI's principal office located in the continental United
          States on two weeks' prior notice to GSI. If the audit reveals that
          the Revenue Share or other amounts due Retailer under this Agreement
          were understated, GSI shall within thirty days of completion of the
          audit, pay to Retailer the unpaid balance for the period audited plus
          interest at the prime rate of interest reported in The Wall Street
          Journal on the date of the

                                       13
<PAGE>

          audit's certification, which interest shall accrue from the date that
          the related understated amounts were due. If the audit reveals that
          the accounting by GSI is understated by more than [*] ([*]%) percent
          for the related GSI fiscal year, GSI shall pay to Retailer (a) the
          unpaid balance of the Revenue Share or other amounts due Retailer
          under this Agreement for the period audited plus (b) interest at the
          rate of 18%, which interest shall accrue from the date that the
          related understated amounts were due plus (c) Retailer's reasonable
          costs of the audit.

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

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

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

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

     3.10 Return of Online Merchandise.  GSI's return policy shall be consistent
          ----------------------------
          with Retailer's

                                       14
<PAGE>

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

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

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

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

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

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

     3.13 Retailer Project Manager. Promptly after the execution of this
          ------------------------
          Agreement, but in no event later than sixty days after such execution,
          Retailer, at its expense, shall appoint a Project Manager who shall be
          authorized to act on behalf of Retailer for all purposes under this
          Agreement and whose primary duties shall be to work with GSI regarding
          this Agreement and the Web Site. Commencing with the Project Manager's
          appointment and continuing through the Term, the Project Manager shall
          be Retailer's contact point with GSI and shall be responsible for
          supplying GSI with the Retailer Content, notices permitted or required
          under this Agreement, and such other information as may reasonably be
          required of Retailer to create, maintain, and operate the Web Site
          efficiently.

                                       15
<PAGE>

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


4    ONLINE DATA AND DATABASES

     4.1  [*]

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

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

     4.3  Delivery of Customer Data to Retailer.  Beginning 30 days after the
          -------------------------------------
          Launch Date and during the Term, GSI shall permit Retailer to access
          and use Customer Data in the Databases in accordance with this
          Agreement. GSI shall use commercially reasonable efforts to provide to
          Retailer for its use solely in accordance with this Agreement, the
          tools available to GSI to access Customer Data, which tools available
          as of the Effective Date are identified on Schedule 8. Retailer's use
          of such tools shall be limited to accessing Customer Data from the
          Databases during the Term and shall be subject to such other
          restrictions as may be reasonably required by GSI. GSI shall use
          commercially reasonable efforts to ensure that the Customer Data
          accurately and completely reflects the Customer Data collected by GSI,
          but GSI shall have no obligation to check the accuracy, validity or
          integrity of such Customer Data and except as set forth in this
          Section 4, the Customer Data is provided "AS-IS" and without any
          warranty of any kind, either express or implied, including, without
          limitation, any implied warranties of title, merchantability, or
          fitness for a particular purpose, or any warranty against infringement
          of patents, copyrights, trade secrets, or other Intellectual Property
          Rights. Customer Data is Confidential Information of GSI and Retailer,
          as defined in Section 7 of this Agreement, and subject to Section 7 of
          this Agreement.

                                       16
<PAGE>

5    ADVERTISING AND MARKETING

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

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

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


6    ADVERTISING CO-OP AND DISCRETIONARY FUNDS

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

7    CONFIDENTIALITY

     7.1  Confidential Information.  Each Party acknowledges that, in connection
          ------------------------
          with the performance of this Agreement, it may receive Confidential
          Information of the other Party.  For the purpose of this Agreement,
          "Confidential Information" shall mean information or material that is
          clearly marked "confidential" or that the Party receiving the
          Confidential Information ("Receiving Party") knows, or has reason to
          know, is the confidential or proprietary information of the Party
          disclosing such Confidential Information ("Disclosing Party") either
          because a) such information is marked or otherwise identified by the
          Disclosing Party as confidential or proprietary or b) such 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,

                                       17
<PAGE>

          inventions, know-how, software programs, and software source
          documents; (c) information regarding plans for research, development,
          new service offerings or products, marketing and selling, business
          plans, business forecasts, budgets and unpublished financial
          statements, licenses and distribution arrangements, prices and costs,
          suppliers and customers; and (d) existence of any business
          discussions, negotiations or agreements between the Parties.

     7.2  Confidentiality.  The Receiving Party shall (a) hold and maintain in
          ---------------
          strict confidence all Confidential Information of the Disclosing Party
          and shall not disclose it to any third party and (b) shall not use any
          Confidential Information of the Disclosing Party except as permitted
          by this Agreement or as may be necessary for the Receiving Party to
          perform its obligations under this Agreement. The obligations and
          restrictions imposed by this Section 7 shall terminate five (5) years
          after the expiration or termination of this Agreement.

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

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

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

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

                                       18
<PAGE>

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


8    PRESS RELEASES

     All voluntary public announcements concerning the transactions contemplated
     by this Agreement shall be mutually acceptable to both GSI and Retailer.
     Unless required by law, neither GSI nor Retailer shall make any public
     announcement or issue any press release concerning the transactions
     contemplated by this Agreement without the prior written consent of the
     other Party.  Each Party may make any public announcement or issue any
     press release it is required by law to issue provided such Party gives
     reasonable prior notice of such announcement or press release to the other
     Party.


9    EXCLUSIVE WEB AGREEMENT

     9.1  Exclusive Retailer Web Site.  During the Term, other than through the
          ---------------------------
          Web Site or other Web site operated by GSI, and except to promote the
          Web Site or Land Based Stores, neither Retailer nor any Affiliate of
          Retailer shall, alone or with others, directly or indirectly (a)
          promote or offer for sale through the Internet any merchandise in a
          Category or distribute or fulfill orders for any merchandise in a
          Category sold through the Internet or (b) use or permit any other
          Person to use its name, logo, or other trademarks, service marks,
          trade names, or trade dress, whether or not registered, on the
          Internet; provided, however, that if (a) Retailer develops an
          alternative business model involving sales of sporting goods under a
          trade name other than Oshman's Sporting Goods or Oshman's SuperSports
          USA and having a substantially different product mix than presently
          carried in the Land Based Stores, and (b) GSI declines to provide a
          Web site to Retailer for such business on substantially the same terms
          as this Agreement, the provisions of this Section 91 shall not apply
          to such business.

     9.2  [*]


     9.3  Retailer's Existing Web Site.  For the period commencing 30 days after
          ----------------------------
          the execution of this Agreement and ending on the Launch Date, GSI
          shall host Retailer's currently existing Web site and shall use
          commercially reasonable efforts to make such Web site publicly
          accessible to users of the Internet at all times except for reasonable
          periods for

                                       19
<PAGE>

          system maintenance. GSI may offer for sale and accept and fulfill
          orders for Land Based Stores Gift Certificates through such site in
          accordance with this Agreement as if the Land Based Stores Gift
          Certificates were offered, sold, and fulfilled through the Web Site.

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

          9.3.2  Retailer Warranty.  Retailer represents, warrants, and
                 -----------------
                 covenants (a) that Retailer has the full legal right to grant
                 to GSI any and all ownership rights and licenses granted to GSI
                 under this Section 93 and (b) that during the term of this
                 Agreement, Retailer shall not distribute through its existing
                 Web site any material that (a) infringes on the Intellectual
                 Property Rights of any Person or any rights of publicity or
                 privacy of any Person; (b) violates any Law (including without
                 limitation, the laws and regulations governing export control,
                 unfair competition, anti-discrimination, or false advertising);
                 (c) is defamatory, trade libelous, unlawfully threatening, or
                 unlawfully harassing; (d) is obscene, child pornographic, or
                 indecent; (e) violates any community or Internet standard; or
                 (f) contains any viruses, Trojan horses, worms, time bombs,
                 cancelbots, or other computer programming routines that are
                 intended to damage, detrimentally interfere with,
                 surreptitiously intercept, or expropriate any system, data or
                 personal information.

          9.3.3  Remedy.  In addition to any remedies that GSI may have at law
                 ------
                 or in equity, if GSI reasonably determines that Retailer has
                 breached or is likely to breach its representations,
                 warranties, or covenants of this Section 93, GSI may take any
                 action GSI reasonably deems necessary to cure or avoid the
                 breach, including without limitation, the immediate disabling
                 of the Web site and the removal from or refusal to upload to
                 the Web site the related materials.


10   USE OF URL, TRADEMARKS, SERVICE MARKS, TRADE NAMES, AND LOGOS

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

     GSI recognizes the great value of the publicity and goodwill associated
     with the Marks and acknowledges that such goodwill belongs exclusively to
     and shall inure to the benefit of Retailer, and that the Marks have
     acquired a secondary meaning in the minds of the purchasing public.

                                       20
<PAGE>

     GSI will not acquire any rights in the Marks as a result of its use and all
     use of the Marks shall inure to Retailer's benefit. Retailer may terminate
     the license in this Section 10 to the extent that GSI's use of the Marks
     does not conform to Retailer's standards and GSI does not cure such failure
     within 10 days of GSI's receipt of Retailer's notice of such failure. GSI
     shall use the Marks in the form provided to GSI and as may be modified in
     accordance with this Agreement and in conformance with any Retailer
     trademark usage policies. GSI shall (a) not take any action inconsistent
     with Retailer's ownership of the Marks; (b) not attack or assist any third
     party in attacking the Marks; (c) use proper symbols indicating the
     registered status of the Marks; (d) not attempt to register the Marks
     anywhere; and (e) not adopt or use confusingly similar marks. GSI's
     obligation under this Section 10 shall survive the termination of this
     Agreement.

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


11   PROPERTY RIGHTS AND OWNERSHIP

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

     11.1 The Web Site shall be owned solely by GSI.

     11.2 GSI Products shall be owned solely by GSI.

     11.3 Retailer Content shall be owned solely by Retailer.

     11.4 Marks shall be owned solely by Retailer.


12   REPRESENTATIONS AND WARRANTIES

     12.1 Retailer represents and warrants that

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

          12.1.2 during the Term of this Agreement, as used in accordance with
                 this Agreement, the Retailer information provided pursuant to
                 Section 317 and Retailer Content, as provided by Retailer and
                 as updated, are accurate, complete, and not misleading and (a)
                 do not violate any Law (including without limitation, the laws
                 or

                                       21
<PAGE>

                 regulations governing export control, unfair competition, anti-
                 discrimination, or false advertising); (b) do not breach any
                 contract and has not resulted in and will not result in any
                 consumer fraud, product liability, tort, injury, damage, or
                 harm of any kind to any third party; or (c) do not violate any
                 Person's property rights or rights to publicity, privacy,
                 personality, or other rights, and are not defamatory, libelous,
                 unlawfully threatening, unlawfully harassing, obscene,
                 indecent, or pornographic;

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

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

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

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

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

     12.4 In addition to any remedies that either Party may have at law or in
          equity, if either Party reasonably determines that the other Party has
          breached or is likely to breach Section 1212 or 122, the non-breaching
          Party may take any action it reasonably deems necessary to cure or
          avoid the breach, including without limitation, the immediate removal
          from or refusal to upload to the Web Site the related materials.

                                       22
<PAGE>

13   DISCLAIMER OF WARRANTIES

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


14   INDEMNIFICATION

     14.1 Retailer, at its own cost and expense, shall defend, indemnify and
          hold harmless GSI and any of its officers, directors, employees or
          agents from and against all damages, expenses, liabilities and other
          costs (including reasonable attorneys fees and court costs) arising
          from or related to (a) claims that GSI's possession or use in
          accordance with this Agreement of Retailer Content, the Marks, or
          other items provided by Retailer pursuant to this Agreement infringes
          a third party patent, copyright, trademark, trade secret, or other
          proprietary right; (b) claims by third parties arising from or related
          to Retailer's breach of any representation or warranty in this
          Agreement; or (c) Retailer's gross negligence, willful or intentional
          misconduct.

     14.2 GSI, at its own cost and expense, shall defend, indemnify and hold
          harmless Retailer and any of its officers, directors, employees or
          agents from and against all damages, expenses, liabilities and other
          costs (including reasonable attorneys fees and court costs) arising
          from or related to (a) claims made by third parties to the extent that
          they are based on information (including Content) on, or transactions
          through, the Web Site or GSI's services to Retailer provided pursuant
          to this Agreement other than claims for which GSI is entitled to
          indemnification pursuant to Section 141 of this Agreement or (b) GSI's
          gross negligence, willful or intentional misconduct.

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


15   INSURANCE

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

                                       23
<PAGE>

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


16   TERMINATION AND OTHER REMEDIES

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

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

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

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

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

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

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

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

          16.2.2 Retailer may terminate this Agreement immediately upon notice
                 if (a) GSI or any Affiliate of GSI (except for Affiliates of
                 GSI in a business relationship structure substantially similar
                 to that between GSI and The Sports Authority (excluding the

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<PAGE>

                 economics)) promotes, offers for sale, or distributes any
                 sports equipment, sports apparel, or athletic footwear through
                 the Internet under a trade name, trademark, or service mark
                 owned by GSI or any Affiliate of GSI; (b) GSI does not offer
                 (and is not prohibited by the manufacturer from offering) to
                 Retailer the option to offer on the Web Site all merchandise
                 that is offered on such GSI Web site; and (c) Retailer gives
                 notice of termination within 30 days of Retailer's receipt of
                 GSI's notice refusing to so offer such option.

     16.  Effect of Termination.
          ---------------------

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

          16.3.2 Upon the expiration or termination by Retailer of this
                 Agreement, GSI shall release to Retailer Customer
                 Identification Data (defined below), which shall remain subject
                 to Section 4 of this Agreement. "Customer Identification Data"
                 means Customer Data that identifies the names, addresses,
                 telephone numbers, email addresses, and purchasing history of
                 Customers who during the Term have placed an order for Online
                 Merchandise.

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

          16.3.4 Sections 4, 7, 13, 14, 163, and 17 shall survive any
                 termination by GSI of this Agreement.

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


17   LIMITATIONS OF LIABILITY

     EXCEPT FOR ANY LIABILITY UNDER SECTIONS 7 AND 14 OF THIS AGREEMENT, UNDER
     NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

                                       25
<PAGE>

     INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
     (REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT, NEGLIGENCE OR
     OTHER LEGAL THEORIES OR OTHERWISE) ARISING FROM OR RELATED TO THIS
     AGREEMENT OR RETAILER'S OR RETAILER'S CUSTOMERS' USE OF OR INABILITY TO
     ACCESS ANY PART OF THE INTERNET OR RETAILER'S OR RETAILER'S CUSTOMERS'
     RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR
     THROUGH THE WEB SITE OR THE SERVICES, OR THAT RESULT FROM MISTAKES,
     OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR DELETION OF FILES, ERRORS,
     DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF
     PERFORMANCE.  EXCEPT FOR ANY LIABILITY UNDER SECTIONS 7 AND 14 OF THIS
     AGREEMENT,  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
     UNDER THIS AGREEMENT FOR AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE, THE
     AMOUNTS PAID TO RETAILER DURING THE [*] MONTHS PRECEDING THE LAST ACT OR
     OMISSION GIVING RISE TO SUCH LIABILITY; PROVIDED, HOWEVER, THAT IF FEWER
     THAN [*] MONTHS HAVE ELAPSED FROM THE LAUNCH DATE THROUGH THE DATE OF SUCH
     LAST ACT OR OMISSION, THEN THE LIABILITY CAP SHALL BE EQUAL TO TWELVE TIMES
     THE AVERAGE MONTHLY PAYMENT TO RETAILER DURING SUCH PERIOD. THE REMEDIES
     SET FORTH IN THIS SECTION 17 CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES
     AVAILABLE TO THE PARTIES UNDER THIS AGREEMENT.  THE REMEDIES SPECIFICALLY
     PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS SECTION 17 SET FORTH
     EACH PARTY'S EXCLUSIVE REMEDIES AND ALLOCATE BETWEEN GSI AND RETAILER THE
     RISKS UNDER THIS AGREEMENT, SOME OF WHICH MAY BE UNKNOWN OR UNDETERMINABLE.
     SUCH LIMITATIONS WERE A MATERIAL INDUCEMENT FOR GSI AND RETAILER TO ENTER
     INTO THIS AGREEMENT, AND THE PARTIES HAVE RELIED UPON SUCH LIMITATIONS IN
     DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT, AND THE PARTIES INTEND
     THEM TO BE ENFORCEABLE WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR ,
     EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH
     DAMAGES AND EVEN IF THE EXCLUSIVE REMEDIES PROVIDED BY THIS AGREEMENT FAIL
     OF THEIR ESSENTIAL PURPOSE.  IN NO EVENT SHALL EITHER PARTY BE LIABLE IN
     ANY RESPECT FOR CLAIMS BROUGHT MORE THAN [*] MONTHS AFTER THE LAST ACT OR
     OMISSION GIVING RISE TO SUCH LIABILITY.


18   DISCONTINUANCE OR REGULATION OF THE INTERNET; TERMINATION OF ACCESS TO THE
     WEB SITE

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

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

                                       26
<PAGE>

19   FORCE MAJEURE

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


20   NOTICES

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

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

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


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

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



21   ASSIGNMENT

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


22   INDEPENDENT CONTRACTORS

                                       27
<PAGE>

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


23   WAIVER

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


24   GOVERNING LAW

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


25   JURISDICTION

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


26   BINDING EFFECT

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


27   SEVERABILITY

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


28   HEADINGS

     Section headings contained in this Agreement are inserted for convenience
     or reference only and shall not be deemed to be a part of this Agreement
     for any other purpose.  All references to "Section" or "Sections" refer to
     the corresponding Section or Sections of this Agreement.  All words used in
     this Agreement will be construed to be of such gender or number as the
     circumstances require. Unless otherwise expressly provided, the word
     "including" does not limit the preceding words or terms, but is rather
     intended to signify that some of many examples follow. The words "hereof,"
     "thereof," "herein" and the like are intended to refer to the Agreement as
     a

                                       28
<PAGE>

     whole unless the context clearly and unambiguously indicates otherwise.


29   ENTIRE AGREEMENT

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


30   COUNTERPARTS

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


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



GLOBAL SPORTS INTERACTIVE, INC.                OSHMAN'S SPORTING GOODS,
                                               INC.-SERVICES
By:    /s/ Michael Rubin
                                               By:    /s/ Steven U. Rath
Name:  Michael Rubin
                                               Name:  Steven U. Rath
Title: CEO
                                               Title: Exec. Vice Pres.
Date:  12/30/99
                                               Date:  12/30/99





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