<PAGE>

                                                                   Exhibit 10.44

Global Sports InteractiveFinancial Printing Group  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.
                            ______________________










                         STRATEGIC ALLIANCE AGREEMENT

                                     AMONG

                        GLOBAL SPORTS INTERACTIVE, INC.

                                      AND

                               BLUELIGHT.COM LLC
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>


Section                                                Page
-------                                                ----
<C>      <S>                                           <C>

1   Definitions                                      1
2   Development and Operation of the Web Site        2
3   Customer Service                                 3
4   Licensed Materials                               3
5   Supply of Merchandise and Warehousing            3
6   Order Processing                                 4
7   Fulfillment of Accepted Orders and Returns       5
8   Form of Communication                            6
9   Payment                                          6
10  No Merchandise Warranty                          7
11  GSI Representations and Warranties               7
12  GSI Indemnification                              7
13  Blue Representations and Warranties              8
14  Blue Indemnification                             8
15  Customer Data                                    8
16  Confidentiality                                  8
17  Limitation of Liability                         10
18  Term and Termination                            11
19  Force Majeure                                   12
20  Miscellaneous Provisions                        12
</TABLE>

Schedules
---------

    Schedule A:  Designated Web Sites
    Schedule B:  Fulfillment Requirements Structure

2
<PAGE>

                         STRATEGIC ALLIANCE AGREEMENT


     This Strategic Alliance Agreement is made by and among Global Sports
Interactive, Inc., ("GSI") a Pennsylvania corporation with its principal place
of business located at 1075 First Avenue, King of Prussia, Pennsylvania, 19406,
Bluelight.Com LLC ("Blue") a Delaware limited liability company with its
principal place of business located at 150 Post, Suite 670 San Francisco, CA
94105, this 28th day of February, 2000 (the "Effective Date").

                                 RECITALS


1    GSI is in the business of, inter alia, providing retailers with selection
                                ----------
     and acquisition of merchandise, warehousing and fulfillment functions in
     connection with such retailers e-commerce business.

2    Blue is in the business of owning and operating an e-commerce enabled Web
     site offering a comprehensive selection of goods, including Sporting Goods,
     through its on-line stores.

3    Blue desires to outsource the selection and acquisition of merchandise,
     warehousing and fulfillment functions for Sporting Goods in connection with
     its on-line stores.

4    GSI desires to provide Blue selection and acquisition of merchandise,
     warehousing and fulfillment services for sales of Sporting Goods through
     the Blue on-line stores for shipment to customers within the United States.

5    GSI and Blue desire to enter into this Agreement in order to set forth
     their respective rights and obligations with respect to GSI's selection and
     acquisition of merchandise, warehousing and fulfillment functions for
     Sporting Goods in connection with Blue's on-line stores.


                                   AGREEMENT

     GSI and Blue (each a "Party" and collectively, the "Parties"), in
consideration of the mutual promises contained herein, and intending to be
legally bound, agree as follows.


1    DEFINITIONS.  Capitalized terms have the following meanings in this
     Agreement.

     1.1    Agreement means this Strategic Alliance Agreement.
            ---------

     1.2    Blue Light Specials means Merchandise offered for sale on the Web
            -------------------
            Site at a price reduced by at least [ * ] percent from (i) the
            manufacturers suggested retail price if such price is available, or
            (ii) if there is no manufacturers suggested price, the Retail Price;
            or (iii) such other mutually agreed upon price.

     1.3    Customer means a person who places an Order.
            --------

     1.4    Designated Web sites means the Web sites identified on Schedule A
            --------------------
            attached to this

                                  Page 3 of 17
<PAGE>

            Agreement as such schedule may be amended by GSI.

     1.5    GSI Content means illustrations, graphics, audio, video, text,
            -----------
            photographs, films, slides, prints, negatives, recordings, drawings,
            sketches, artwork, digital images, and other renderings and
            information, depicting, describing, identifying, or otherwise
            related to Merchandise that (a) is reasonably available to GSI; (b)
            GSI is not prohibited from licensing as required by this Agreement;
            and (c) is generally available on Web sites operated by GSI.

     1.6    GSI Product Database means the database maintained by GSI, in
            --------------------
            computer-readable format, of information regarding Merchandise which
            information includes, without limitation, SKU numbers, Merchandise
            availability, product availability, and pricing.

     1.7    Launch Date means the date on which Sporting Goods on the Blue Web
            -----------
            Site are first available to the public and which are supplied by GSI
            under this Agreement.

     1.8    Licensed Materials means GSI Content and the GSI Product Database as
            ------------------
            provided to Blue and as may be modified, revised, or updated in
            accordance with this Agreement.

     1.9    Markdowns means Merchandise offered for sale on the Designated Web
            ---------
            sites or to Blue under this Agreement at a price reduced from its
            original price and available only in limited quantities.

     1.10   Merchandise means Sporting Goods merchandise generally offered for
            -----------
            sale through the Designated Web sites and other merchandise that GSI
            may offer and Blue may, in its sole discretion, accept for sale
            under this Agreement. Merchandise includes without limitation, Blue
            Light Specials. Merchandise does not include (a) merchandise
            acquired by GSI exclusively for, or manufactured exclusively for, or
            sold under a trademark of, the retailer related to a Designated Web
            site; (b) except for Blue Light Specials and Markdowns, merchandise
            offered for sale through such Designated Web sites at a price
            reduced from its original price and available only in limited
            quantities, including without limitation end-of-season or excess
            merchandise; or (c) merchandise that GSI is prohibited from
            providing to Blue by the related licensee or licensor of licensed
            merchandise or the related manufacturer.

     1.11   Order means an order for Merchandise through the Web Site, through
            -----
            800 numbers or by any other electronic medium.

     1.12   Retail Price means the lowest initial selling price that an item is
            ------------
            originally made available to the public on the Designated Web sites.

     1.13   SKU means a stock keeping unit of merchandise.
            ---

     1.14   Sporting Goods means sports equipment, recreational equipment,
            --------------
            sporting apparel, and athletic footwear.

     1.15   Web Site means the e-commerce enabled Web site operated by or on
            --------
            behalf of Blue as its online retail store for Sporting Goods.

                                  Page 4 of 17
<PAGE>

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



2    DEVELOPMENT AND OPERATION OF THE WEB SITE. Blue shall develop the Sporting
     Goods portion of the Web Site and beginning on the Launch Date and
     throughout the term of this Agreement, shall operate and maintain the Web
     Site.   Except for the services to be provided by GSI hereunder, Blue shall
     be solely responsible for all operating functions of the Web Site,
     including, but not limited to, Order processing, second-level customer
     service (except as provided in Section 3), development, maintenance and
     hosting of the Web Site.  Subject to Section 5 hereof, Blue shall not offer
     Sporting Goods offered for sale by GSI under this Agreement for sale
     through any Web site, any kiosks in any Kmart stores or otherwise except
     through the Web Site unless such Sporting Goods is acquired from GSI.  At
     Blue's discretion, GSI will have the right to operate kiosks in the
     Sporting Goods departments of Kmart stores.

3    CUSTOMER SERVICE.  GSI shall provide to Blue, Merchandise inventory levels
     and availability, Order and shipping confirmations, Order shipping tracking
     information as made available to GSI by the common carrier, and such other
     Merchandise and Order information that is commercially reasonably available
     to GSI and reasonably necessary for Blue's customer service, in compliance
     with the standards set forth in Blue's Vendor Packet, a copy of which is
     attached hereto as Schedule B. GSI shall provide such customer service to
     Blue as shall be mutually agreed upon by the parties. Additionally, GSI
     shall use commercially reasonable efforts to satisfy the service level
     standards with regard to fulfillment and customer services, as set forth on
     Schedule B.

4    LICENSED MATERIALS

     4.1    License to GSI Content and the GSI Product Database.  GSI shall
            ---------------------------------------------------
            provide to Blue the Licensed Materials subject to, and grants to
            Blue, a personal, nontransferable (except in accordance with this
            Agreement), nonexclusive, limited license for the term of this
            Agreement to use, reproduce, display, transmit, and publicly perform
            the Licensed Materials solely in connection with the sale of
            Merchandise through the Web Site. Blue shall not (a) copy (except as
            reasonably necessary to use the Licensed Materials in accordance
            with this Agreement); (b) modify, adapt, translate or create
            derivative works based upon the Licensed Materials; (c) remove,
            erase, or tamper with any copyright or other proprietary notice
            printed or stamped on, affixed to, or encoded or recorded in the
            Licensed Materials, or fail to preserve all copyright and other
            proprietary notices in any copy of any of the Licensed Materials
            made by Blue; or (d) sell, market, license, sublicense, distribute,
            or otherwise grant to any person any right to use the Licensed
            Materials without the prior consent of GSI. Any and all rights not
            explicitly granted under this Agreement are expressly reserved by
            and to GSI.

     4.2    Updating the GSI Product Database.  GSI shall update the information
            ---------------------------------
            in the GSI Product Database no less frequently than once per day.
            Such updates shall include the addition of SKU numbers and other
            information for added SKUs, the removal of SKU numbers and other
            information for unavailable SKUs, revised SKU availability,
            information, pricing, shipping, and special handling fees, and
            inventory availability provided throughout each day based upon
            Blue's reasonable requirements.

                                  Page 5 of 17
<PAGE>

5  PRICING, SUPPLY OF MERCHANDISE AND WAREHOUSING

     5.1    Exclusive Source of Sporting Goods.  Subject to the exceptions in
            ----------------------------------
            this Section 5.1, GSI shall be the exclusive source of Sporting
            Goods for sale through the Web Site. GSI will be responsible for
            purchasing, directly from manufactures, all Sporting Goods to be
            sold on the Web Site. GSI will use commercially reasonable efforts
            to (i) maintain the level of products currently available on the
            Designated Web sites, and (ii) ensure that the availability of
            Sporting Goods on the Web Site exceeds the current level of Sporting
            Goods available at a typical Kmart store.

            5.1.1  Unavailable Brand Names.  Blue may obtain from third parties
                   -----------------------
                   for sale through the Web Site brand name Sporting Goods if
                   such brand name is not available through GSI provided that,
                   if such Sporting Goods subsequently become available through
                   GSI, Blue shall obtain such Sporting Goods from GSI under
                   this Agreement after the termination of such replacement
                   third-party vendor contracts, Blue agrees that it shall
                   terminate, without causing a breach, such replacement third-
                   party vendor contract as soon as possible after such Sporting
                   Goods become available through GSI, but, in no event, shall
                   Blue be required to terminate any such contract prior to180
                   days after such Sporting Goods become available through GSI.

            5.1.2  Unavailable Products.  Blue may obtain from third parties for
                   --------------------
                   sale through the Web Site specific products of brand name
                   Sporting Goods if Blue determines that such products are
                   regularly sold in Kmart stores and are not available through
                   GSI; provided that, if such products subsequently become
                   available through GSI Blue shall obtain such products from
                   GSI under this Agreement after the termination of such
                   replacement third-party vendor contracts. Blue agrees that it
                   shall terminate, without causing a breach, such replacement
                   third-party vendor contract as soon as possible after such
                   Sporting Goods become available through GSI, but, in no
                   event, shall Blue be required to terminate any such contract
                   prior to180 days after such Sporting Goods become available
                   through GSI.

     5.2    Blue Light Specials.  GSI and Blue agree that during each twelve
            -------------------
            (12) month period of this Agreement, GSI and Blue will mutually
            agree to provide no less than [ * ] Blue Light Specials for sale on
            the Web Site. All procurement and fulfillment functions for products
            designated as Blue Light Specials which GSI and Blue have agreed
            upon shall be performed, at Blue's option, either by Blue or GSI. In
            the event that Blue and GSI do not agree on any particular Blue
            Light Special, Blue shall have the right to provide such Blue Light
            Special for sale on the Web Site; provided, however, GSI shall not
            have any special or extra obligations (beyond its regular
            contractual duties hereunder) with respect to such Blue Light
            Special and Blue shall pay GSI such amount for such Blue Light
            Special as set forth in Section 9.1 hereof. Nothing herein restricts
            or otherwise limits Blue's rights and ability to provide Blue Light
            Specials involving Sporting Goods in conjunction with Kmart
            Corporation without GSI's involvement.

     5.3    Inventory and Warehousing.  GSI will arrange for all Merchandise
            -------------------------
            that it procures and makes available to Blue to be delivered,
            received and stored by GSI. GSI's inventory of Merchandise to be
            provided for sale on Blue's Web Site shall be maintained at
            facilities owned, controlled, or under contract to GSI.

                                  Page 6 of 17
<PAGE>

     5.4    Pricing.  Blue shall determine the pricing and product selection of
            --------
            Merchandise on the Web Site.






6    ORDER PROCESSING

     6.1    Blue Submission of Orders.  Blue shall transmit Orders to GSI.  Each
            -------------------------
            Order shall include

            6.1.1  the Customer's name,
            6.1.2  the recipient's name if different from the Customer's name,
            6.1.3  the complete shipping address which address shall be a street
                   address and shall not be a post office box or similar
                   address,
            6.1.4  the Customer's telephone number,
            6.1.5  the Customer's email address,
            6.1.6  all shipping instructions, and
            6.1.7  the SKU numbers, product descriptions, and prices charged by
                   Blue to the Customer for each SKU.

     6.2    GSI's Acceptance or Rejection of Orders.  GSI shall accept Orders
            ---------------------------------------
            for shipment to addresses worldwide that include the information
            required by Section 6.1 of this Agreement and for which the related
            Merchandise is available; provided that such Orders to be shipped
            outside the United States are shipped on Blue's shipping account.
            GSI shall reject all other Orders.

     6.3    GSI Confirmation.  Within 4 hours of GSI's receipt of an Order, GSI
            ----------------
            shall confirm to Blue GSI's receipt of such Orders which
            confirmation shall state whether the Order was accepted, rejected
            due to incomplete information, or rejected due to unavailable
            Merchandise.

7    FULFILLMENT OF ACCEPTED ORDERS AND RETURNS

     7.1    Assembly and Packaging.  GSI shall assemble and package for shipping
            ----------------------
            all accepted Orders in accordance with Schedule B attached to this
            Agreement. Orders will be packaged under the Blue name and with no
            reference to GSI and, whenever practicable, GSI will package and
            ship SKUs in a single Order together. Blue shall provide initial
            packing slip schema to GSI, with GSI to bear subsequent reproduction
            costs consistent with GSI's current proportional costs with regard
            to the Designated Web sites as such amounts are determined by GSI
            and demonstrated to Blue.

     7.2    Risk of Loss.  As between the Parties, title and risk of loss shall
            ------------
            pass to Blue upon GSI's delivery of the Merchandise to the common
            carrier at the point of shipment.

     7.3    Order Priority.  All accepted orders, including without limitation,
            --------------
            accepted Orders, shall be processed by GSI in the order that they
            were received by GSI.

                                  Page 7 of 17
<PAGE>

     7.4    Shipping Methods.  GSI shall coordinate the shipping of all accepted
            ----------------
            Orders with United Parcel Service through Blue's account. Blue shall
            provide for shipping by United Parcel Service standard, United
            Parcel Service second day, or United Parcel Service next day service
            or by common carrier. GSI shall comply with the special shipping
            instructions included with an Order unless the Merchandise does not
            meet the shipper's requirements for the requested methods.

     7.5    Returns.  For all Merchandise shipped by GSI on behalf of Blue, GSI
            -------
            shall provide instructions on how to return Merchandise directly to
            the fulfillment center or other location designated by Blue. GSI
            shall accept the return of Merchandise sold through the Web Site
            that is returned by the Customer for any reason. GSI shall accept
            the return of Merchandise sold through the Web Site that is returned
            to GSI unused and in a condition suitable for resale as new goods.
            GSI shall be obligated to accept the return of any Merchandise under
            this Section 7.5 only if such Merchandise (a) is returned to GSI
            within 30 days of GSI's issuance of its return authorization and (b)
            which return authorization was issued by GSI within 30 days of GSI's
            shipment of the Merchandise. Blue will make commercially reasonable
            efforts to ensure that, to the extent any merchandise sold by Blue
            is returnable at Kmart stores, the Merchandise sold hereunder will
            also be returnable at Kmart stores, whether or not Kmart carries
            such Merchandise in its stores. GSI shall credit Blue for [ * ] of
            the amount Blue paid to GSI for such Merchandise returned.

     7.6    Reports.  GSI shall transmit to Blue the reports identified on and
            -------
            in accordance with Schedule B.

8    FORM OF COMMUNICATION.  All Orders transmitted by Blue and all
     confirmations of Orders and shipments and reports transmitted by GSI
     pursuant to this Agreement shall be provided in a form reasonably
     acceptable to the recipient and shall be communicated electronically.

9    PAYMENT

     9.1    Price for Merchandise.  Blue shall pay to GSI, for each unit of
            ---------------------
            Merchandise sold on the Web Site, an amount equal to the [ * ].

     9.2    Markdowns.  Blue shall pay to GSI, for Markdowns sold on the Web
            ----------
            Site, an amount equal to [ * ] of the marked down selling price
            provided by GSI.

     9.3    Other Charges.  In addition to amounts due GSI for Merchandise, Blue
            -------------
            Light Specials and Markdowns, Blue shall pay to GSI its actual costs
            in connection with shipping Orders, its actual costs for post-
            delivery assembly of Merchandise or other similar post-delivery
            services, any and all other amounts due GSI under this Agreement,
            and for taxes, if any, assessed on Orders paid by GSI unless such
            taxes are paid by Blue.

     9.4    Invoices.  GSI shall submit invoices to Blue for amounts due under
            --------
            this Agreement on the last day of each month.

     9.5    Payment.  Blue shall pay all amounts due under this Agreement within
            --------
            15 days of the invoice date.  All payments shall be by wire transfer
            to such account as GSI may designate.

                                  Page 8 of 17
<PAGE>

     9.6    Late Payment.  Interest at the rate of one and one-half percent
            ------------
            (1.5%) per month (or, if lower, the maximum rate permitted by
            applicable law) shall accrue from the date due to the date paid on
            any amount not paid by when such amount was due.

     9.7    Advertising Revenue.
            -------------------

            9.7.1  Nothing herein limits Blue's right and ability to sell banner
                   and other types of advertisements (the "Advertisements") on
                   the Sporting Goods section of the Web Site at its own cost
                   and expense.

            9.7.2  Blue shall pay to GSI [ * ] of all "Net Revenue Received"
                   from the sale of any Advertisements to [ * ]. For purpose of
                   this Agreement, Net Revenue Received shall equal the cash
                   consideration actually received from an advertiser, less any
                   selling expenses incurred by Blue in the sale of such
                   Advertisement; provided, however, such selling expenses
                   cannot exceed [ * ] of the aggregate amounts received for
                   such Advertising. All amounts due from Blue to GSI hereunder
                   shall be due and payable monthly by the 30th day after the
                   end of the calendar month in which Net Revenue Received was
                   received by or on behalf of Blue.

10   NO MERCHANDISE WARRANTY.  Blue acknowledges that GSI is not the
     manufacturer of the Merchandise.  GSI agrees to pass on to Blue any and all
     warranties made to GSI by manufacturers and vendors of the Merchandise, if
     any such warranties are made and if such warranties can be passed on to
     Blue. EXCEPT FOR WARRANTIES, IF ANY, FROM MANUFACTURERS OR VENDORS OF THE
     MERCHANDISE, GSI IS FURNISHING THE MERCHANDISE TO CUSTOMERS "AS IS,"
     WITHOUT ANY, AND DISCLAIMS ALL, WARRANTIES 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.

11   GSI REPRESENTATIONS AND WARRANTIES.  GSI represents and warrants that
     during the term of this Agreement, GSI Content as delivered to Blue shall
     not (a) infringe any intellectual property rights of any person or any
     rights of publicity, personality, or privacy of any person; (b) violate any
     law, statute, ordinance, or regulation (including without limitation, the
     laws and regulations governing export control, unfair competition, anti-
     discrimination, consumer protection, or false advertising); (c) be
     defamatory, libelous or trade libelous, unlawfully threatening, or
     unlawfully harassing; (d) be obscene, pornographic, or indecent; or (e)
     violate any community or Internet standard.


12   GSI INDEMNIFICATION.  GSI shall defend Blue and its affiliates, and the
     directors, officers, employees, and agents of Blue and its affiliates
     ("Indemnitees"), at GSI's sole cost and expense, against any and all third-
     party claims, actions, suits, or other proceedings against Indemnitees (a)
     arising from or related to any injuries, including without limitation,
     death, to persons or any damage to property occurring as a result of the
     negligence or willful misconduct of GSI (or its employees) or GSI's breach
     of this Agreement or (b) arising from or related to any breach of any of
     GSI's representations or warranties in this Agreement, or (c) based on the
     GSI Content, and GSI shall indemnify and hold Indemnitees harmless from and
     against any and all judgments, losses, liabilities, damages, costs, and
     expenses (including without limitation, reasonable attorney's fees and
     attorney's disbursements) arising out of or incurred in connection with
     such

                                  Page 9 of 17
<PAGE>

     claims, actions, suits, or other proceedings. GSI shall have the right to
     control the defense and settlement of any claims or actions that GSI is
     obligated to defend, but Blue shall have the right to participate in such
     claims or actions at its own cost and expense.

13   BLUE REPRESENTATIONS AND WARRANTIES.  Blue represents and warrants that
     during the term of this Agreement, it shall have and abide by the terms of
     its Web site privacy policy, which policy shall be consistent with the then
     current generally accepted privacy policies of retail e-commerce Web sites.



14   BLUE INDEMNIFICATION.  Blue shall defend GSI and its affiliates, and the
     directors, officers, employees, and agents of GSI and its affiliates
     ("Indemnitees"), at Blue's sole cost and expense, against any and all
     third-party claims, actions, suits, or other proceedings against
     Indemnitees (a) alleging the failure to pay or underpayment of any sales or
     similar tax arising from the sale of Merchandise through the Web Site; (b)
     arising from or related to any injuries, including without limitation,
     death, to persons or any damage to property occurring as a result of the
     negligence or willful misconduct of Blue or Blue's employees; (c) alleging
     claims based on the Web Site (exclusive of any GSI Content); (d) by a
     Customer alleging breach of warranty; or (e) arising from or related to any
     breach of any of Blue's representations or warranties in this Agreement,
     and shall indemnify and hold Indemnitees harmless from and against any and
     all judgments, losses, liabilities, damages, costs, and expenses (including
     without limitation, reasonable attorney's fees and attorney's
     disbursements) arising out of or incurred in connection with such claims,
     actions, suits, or other proceedings.  Blue shall have the right to control
     the defense and settlement of any claims or actions that Blue is obligated
     to defend, but GSI shall have the right to participate in such claims or
     actions at its own cost and expense.

15   CUSTOMER DATA.  All "User Data" and related information collected from
     Customers' use of the Web Site and Orders shall be [ * ].  For purposes of
     this Agreement, "User Data" shall mean all names, mailing addresses,
     shipping addresses, telephone numbers, e-mail addresses, purchasing data
     and any other identifying information submitted or disclosed by Customers.


16   CONFIDENTIALITY

     16.1   Confidential Information.  The term "Confidential Information" means
            ------------------------
            any and all technical and non-technical information including,
            without limitation, patent, copyright, trade secret, and proprietary
            information, techniques, sketches, drawings, models, inventions,
            know-how, processes, apparatus, equipment, algorithms, software
            programs, software source documents, and formulae related to the
            current, future, and proposed products and services of either Party,
            and includes without limitation, their respective information
            concerning research, development, design details and specifications,
            engineering, financial information, procurement requirements,
            purchasing, manufacturing, key personnel, suppliers, customers,
            prospective customers, policies or operational methods,

                                 Page 10 of 17
<PAGE>

            plans for future developments, business forecasts, sales and
            merchandising, and marketing plans and information, in whatever form
            disclosed. Confidential Information does not include items that were

            16.1.1 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;

            16.1.2 independently developed by the receiving Party without the
                   benefit of disclosure by the disclosing Party as evidenced by
                   the receiving Party's written records;

            16.1.3 published or available to the general public other than
                   through a breach of this Agreement or breach by a third party
                   of its confidentiality obligations to the disclosing Party;

            16.1.4 obtained by the receiving Party from a third party with a
                   valid right to disclose such Confidential Information,
                   provided that such third party is not under a confidentiality
                   obligation to the disclosing Party; or

            A combination of features or disclosures shall not be deemed to fall
            within the foregoing exclusions merely because individual features
            are published or available to the general public or in the rightful
            possession of the receiving Party unless the combination is
            published or is available to the general public or in the rightful
            possession of the receiving Party.

     16.2   Obligation of Confidentiality.  Each Party shall permanently hold,
            -----------------------------
            and cause their respective personnel to hold, Confidential
            Information in strict confidence. The receiving Party may disclose
            Confidential Information that is required to be disclosed by
            governmental agencies, regulatory authorities, or pursuant to court
            order only to the extent such disclosure is required by law and only
            provided that the receiving Party provides reasonable prior notice
            to the disclosing Party of the disclosure. Except as specifically
            permitted by this Agreement, neither Party shall duplicate or use,
            or permit the duplication or use of, Confidential Information or
            disclose or permit the disclosure of Confidential Information to any
            person or entity. Each Party shall limit the duplication and use of
            Confidential Information to the performance of its obligations under
            this Agreement and shall limit access to and possession of
            Confidential Information only to those of its personnel whose
            responsibilities under this Agreement reasonably require such access
            or possession. Each Party shall advise all such persons before they
            receive access to or possession of Confidential Information of the
            confidential nature of the Confidential Information and require them
            to abide by the terms of this Agreement. Any duplication, use,
            disclosure, or other act or omission by any person that obtains
            access to or possession of Confidential Information through the
            receiving Party that would be a breach of this Agreement if
            committed by the receiving Party is deemed a breach of this
            Agreement by the receiving Party for which the receiving Party shall
            be responsible. If disclosure of a Party's Confidential Information
            is sought pursuant to judicial process, the Party receiving such
            request shall promptly notify the Party whose Confidential
            Information is so requested and shall cooperate with such Party to
            maintain the confidentiality of such Confidential Information (e.g.,
            through opposition proceedings or a protective order).

                                 Page 11 of 17
<PAGE>

     16.3   Ownership of Confidential Information and Other Materials.  All
            ---------------------------------------------------------
            Confidential Information, and any Derivatives (as defined below)
            thereof whether the Derivative was created by the disclosing or
            receiving Party, shall remain the property of the disclosing Party
            and except as specifically provided by this Agreement, no license or
            other rights to such Confidential Information or Derivatives is
            granted or implied by this Agreement. For purposes of this
            Agreement, "Derivatives" shall mean (a) for copyrightable or
            copyrighted material, any translation, abridgement, revision or
            other form in which an existing work may be recast, transformed or
            adapted; (b) for patentable or patented material, any improvement
            thereon; and (c) for material that is or may be subject to
            protection as a trade secret, any new material derived from such
            material, including new material which may be protected by
            copyright, patent, or trade secret or other proprietary rights.

     16.4   Return of Confidential Information.  Each Party shall deliver, or at
            ----------------------------------
            the disclosing Party's option destroy, all Confidential Information
            and deliver, or at the disclosing Party's option destroy, all copies
            to the disclosing Party upon the expiration or termination of this
            Agreement or at the disclosing Party's request. Notwithstanding the
            foregoing, with Blue's prior written consent, GSI may retain such
            Confidential Information of Blue as may be reasonably necessary to
            document its performance under this Agreement but such Confidential
            Information shall remain subject to this Section 16.

     16.5   Remedy.  The Parties each acknowledge that the disclosing Party will
            ------
            be irreparably harmed if the receiving Party's obligations under
            this Section 16 are not performed, and 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 16. The
            receiving Party acknowledges that the restrictions in this Section
            16 are reasonable and necessary to protect legitimate business
            interests of the disclosing Party.

17   LIMITATION OF LIABILITY. Except for (i) the parties' indemnification
     obligations pursuant to sections 12 and 14, (ii) [ * ], and (iii) any
     liability for money owed by Blue to GSI for the purchase of Merchandise
     hereunder, the total liability of either party under this Agreement shall
     under no circumstances exceed the amounts actually paid by Blue to GSI
     during the immediately preceding 12 months under this Agreement.  Under no
     circumstances shall either party be liable to the other or to any other
     person for lost revenues, lost profits, loss of business, or any indirect,
     incidental, special, punitive, or consequential damages of any nature,
     regardless of legal theory and whether or not foreseeable, even if the
     exclusive remedies provided by this agreement fail of their essential
     purpose and even if either Party has been advised of the possibility or
     probability of such damages. The remedies specifically provided by this
     Agreement and the provisions of this Section 17 set forth the parties'
     exclusive remedies and allocate between the parties the risks under this
     Agreement, some of which may be unknown or indeterminable.  Such
     limitations were a material inducement for each party to enter into this
     Agreement, and the Parties have relied upon such limitations in determining
     whether to enter into this Agreement.

                                 Page 12 of 17
<PAGE>

18   TERM AND TERMINATION

     18.1   Term. The term of this Agreement shall commence on the Effective
            ----
            Date and continue until 11:59 p.m. Philadelphia time on the [ * ]
            anniversary date of the Launch Date unless earlier terminated in
            accordance with Section 18.2 or 18.3 below; provided, however, that
            if at least 30 days, but not more than 60 days, prior to the [ * ]
            anniversary date of the Launch Date, [ * ].

     18.2   Termination by Blue.  Blue may terminate this Agreement immediately
            -------------------
            by giving notice of termination to GSI and without prejudice to any
            other rights or remedies Blue may have, upon the occurrence of any
            of the following events:

               (1)  GSI breaches any of its material obligations under this
                    Agreement and does not cure the breach within 30 days after
                    GSI's receipt of Blue's notice of the breach; or

               (2)  a voluntary petition is commenced by GSI under the
                    Bankruptcy Code, as amended, 11 U.S.C. ' 101 et seq; GSI has
                    an involuntary petition commenced against it under the
                    Bankruptcy Code and such petition is not dismissed within 60
                    days after filing; GSI becomes insolvent; or any substantial
                    part of GSI'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.

     18.3   Termination by GSI.  GSI may terminate this Agreement  immediately
            ------------------
            by giving notice of termination to Blue and without prejudice to any
            other rights or remedies GSI may have, upon the occurrence of any of
            the following events:

               (1)  Blue breaches any of its material obligations under this
                    Agreement and does not cure the breach within 30 days after
                    Blue's receipt of GSI's notice of the breach; or

               (2)  a voluntary petition is commenced by Blue under the
                    Bankruptcy Code, as amended, 11 U.S.C. ' 101 et seq; Blue
                    has an involuntary petition commenced against it under the
                    Bankruptcy Code and such petition is not dismissed within 60
                    days after filing; Blue becomes insolvent; or any
                    substantial part of Blue'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.

     18.4   Effect of Expiration or Termination.  Upon the expiration or
            -----------------------------------
            termination of this Agreement, whether under this Section 18 or
            otherwise, each Party shall return or destroy all Confidential
            Information of the other Party pursuant to Section 16, Blue shall
            discontinue all use of the Licensed Materials, and Blue shall
            promptly return to GSI all copies of Licensed Materials in Blue's
            possession. Blue shall remain liable for all payments due

                                 Page 13 of 17
<PAGE>

            GSI, and GSI for all refund credits, with respect to the period
            ending on the date of termination.

     18.5   Survival.  Sections 1, 10, 11, 12, 13, 14, 15, 16, 17, 18.4, 18.5,
            --------
            19, and 20 of this Agreement survive any expiration or termination
            of this Agreement.

19   FORCE MAJEURE.  Except for the obligation to pay money, 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 20.1, and (c) the Party makes all
     commercially reasonable efforts to perform.

20   MISCELLANEOUS PROVISIONS

     20.1   Notice.  All notices, consents, and other communications under or
            ------
            regarding this Agreement shall be in writing and shall be deemed to
            have been received on the earlier of the date of actual receipt, the
            third business day after being mailed by certified mail, or the
            first business day after being sent by a reputable overnight
            delivery service. Any notice may be given by facsimile, provided
            that a signed written original is sent by one of the foregoing
            methods within 24 hours thereafter. Blue's address for notices is

                                         Bluelight.Com, Inc.
                                         150 Post Street
                                         San Francisco, CA 94105
                                         Attention: CEO
                                         Facsimile:  [ * ]

               with a copy to

                                         Cooley Godward LLP
                                         Five Palo Alto Square
                                         Palo Alto CA 94306
                                         Attention: [ * ]
                                         Facsimile:  [ * ]

          GSI's address for notices is

                                         Global Sports Interactive, Inc.
                                         1075 First Avenue
                                         King of Prussia, PA  19406
                                         Attention:  Chief Executive Officer
                                         Facsimile: (610) 265-2866

               with a copy to:           Global Sports Interactive, Inc.
                                         1075 First Avenue
                                         King of Prussia, PA  19406
                                         Attention: General Counsel
                                         Facsimile: (610) 265-2866

            Either Party may change its address for notices by giving written
            notice of the new

                                 Page 14 of 17
<PAGE>

            address to the other Party in accordance with this Section 20.1.

     20.2   Competitor Restrictions.  GSI agrees that during the calendar year
            ------------------------
            ending December 31, 2000, GSI shall not operate an e-commerce
            Sporting Goods business for [ * ] any entity operating under the
            same brand name as any of the foregoing, or any subsidiary or
            affiliate of any of the foregoing.

     20.3   Assignment.  This Agreement may not be assigned by either Party
            ----------
            without the prior written consent of the other Party, which consent
            shall not be unreasonably withheld. Notwithstanding the foregoing,
            (a) either Party may assign this Agreement upon notice to, and
            without the consent of, the other Party to any person or entity that
            acquires the assignor's business or substantially all of the
            assignor's assets by merger, stock sale, or other means provided
            that the assignee is capable of performing assignor's obligations
            under this Agreement and (b) GSI may assign this agreement upon
            notice to Blue to a subsidiary of GSI or to any subsidiary of Global
            Sports, Inc., again provided that the assignee is capable of
            performing assignor's obligations under this Agreement. Any
            attempted assignment in violation of this Section 20.3 shall be
            void.

     20.4   No Third-Party Beneficiaries.  The Parties do not intend, nor shall
            ----------------------------
            any clause be interpreted, to create under this Agreement any
            obligations or benefits to, or rights in, any third party from
            either Blue or GSI.

     20.5   Independent Contractor.  GSI and Blue are each independent
            ----------------------
            contractors and neither Party shall be, nor represent itself to be,
            the franchiser, partner, broker, employee, servant, agent, or legal
            representative of the other Party for any purpose whatsoever.
            Neither Party is granted any right or authority to assume or create
            any obligation or responsibility, express or implied, in behalf of,
            or in the name of, the other Party, or to bind the other Party in
            any matter or thing whatsoever. The Parties do not intend to form a
            partnership or joint venture as a result of this Agreement.

     20.6   Publicity.  Neither Party shall issue any press release regarding
            ---------
            this Agreement or otherwise disclose the existence or terms of this
            Agreement without the prior written consent of the other Party
            except to the extent such disclosure is required by law, including,
            but not limited to, required disclosure to the Securities and
            Exchange Commission, and only if the disclosing Party provides
            reasonable prior notice to other Party of the disclosure. If GSI
            determines that it is required to disclose the terms hereof to the
            Securities and Exchange Commission, GSI agrees to seek confidential
            treatment of any such disclosure of financial terms.

     20.7   Cumulative Remedies.  All remedies available to either Party for
            -------------------
            breach of this Agreement are cumulative and may be exercised
            concurrently or separately, and the exercise of any one remedy shall
            not be deemed an election of such remedy to the exclusion of other
            remedies.

     20.8   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.

     20.9   Enforceability.  This Agreement shall be enforceable notwithstanding
            --------------
            the existence of any

                                 Page 15 of 17
<PAGE>

            claim or cause of action one Party may have against the other Party.

     20.10  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. 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.

     20.21  Headings.  Section headings are for reference only and shall not
            --------
            affect the interpretation of this Agreement.

     20.32  Successors in Interest.  This Agreement and all of the provisions in
            ----------------------
            this Agreement shall be binding upon and inure to the benefit of the
            successors in interest and assigns of the Parties, subject to the
            provisions of Section 20.3 of this Agreement.

     20.43  Applicable Law. This Agreement shall be governed in all respects by
            --------------
            the laws of the State of Delaware without giving effect to its rules
            relating to conflict of laws. In any action between the parties
            arising out of or relating to this Agreement, the prevailing party
            shall be entitled to an award of its reasonable legal fees and
            expenses in connection therewith.

     20.54  Order of Precedence.  Any and all ambiguities or inconsistencies
            -------------------
            between a Schedule and this document shall be resolved by giving
            precedence to the Schedule over this document. Silence on any matter
            in a Schedule will not negate the provision in this document as to
            that matter.

     20.65  Entire Agreement.  This Agreement and the attached Schedules
            ----------------
            constitute the complete and exclusive statement of the agreement
            between the Parties with respect to the subject matter of this
            Agreement, and this Agreement supersedes any and all prior oral or
            written communications, proposals, representations, and agreements.
            It may be amended only by mutual agreement expressed in writing and
            signed by both Parties.

     20.76  Counterparts. This Agreement may be executed in any number of
            ------------
            separate counterparts each of which when executed by and delivered
            to the other Party shall be an original as against the Party whose
            signature appears thereon, but all such counterparts shall together
            constitute one and the same instrument.

                                 Page 16 of 17
<PAGE>

     The Parties accept this Agreement and have caused this Agreement to be
executed and do each hereby represent and warrant 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.    BLUELIGHT.COM LLC

By:  ________________________      By:  ________________________

Name:  Michael R. Rubin            Name:  Mark H. Goldstein

Title: Chief Executive Officer     Title: Chief Executive Officer

Date:  February 28, 2000           Date:  February 28, 2000________________

                                 Page 17 of 17