Exhibit 10.15


                                  AMENDMENT TO

                              EMPLOYMENT AGREEMENT



     This Amendment (this "Amendment") to that certain Employment Agreement (the
"Agreement")  dated  August 17, 2000  between  Saucony,  Inc.,  a  Massachusetts
corporation  (the  "Company"),  and Charles A.  Gottesman  (the  "Employee")  is
entered  into this 31st day of July,  2003  between the Company and the Employee
pursuant to Section 11 of the Agreement.

     Each of the  Company  and the  Employee  desire to amend the  Agreement  as
provided for in this Amendment.  In consideration  of the foregoing,  the mutual
covenants and promises contained in this Amendment,  and other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
each of the Company and the Employee agrees as follows:

1.   Section 3.4 of the  Agreement  is,  effective as of July 30,  2002,  hereby
     amended and restated in its entirety as follows:

     3.4  Life  Insurance  Payment.  During the Employment  Period,  the Company
          shall make a cash payment to the Employee each year in an amount equal
          to no less than $19,000 (the "Life Insurance  Payment").  After taking
          into account  applicable  income taxes on the Life Insurance  Payment,
          the Employee shall use the Life Insurance  Payment to obtain so-called
          whole life  insurance  coverage  on the life of the  Employee  on such
          terms  and from an  insurer  as are  acceptable  to the  Board and the
          Employee,  with the  beneficiary of such life insurance to be selected
          by the  Employee.  The amount of the Life  Insurance  Payment shall be
          increased  to the  extent an  increase  is  necessary  to  enable  the
          Employee to obtain whole life  insurance  with a death  benefit of not
          less than three  times the Base Salary as in effect from time to time.
          The Company  shall pay to the Employee the Life  Insurance  Payment at
          such time as the Employee may reasonably request.

2.   Capitalized  terms used and not  otherwise  defined  herein  shall have the
     respective meanings ascribed to them in the Agreement.

3.   Except to the extent  amended by this  Amendment,  the Agreement is, in all
     respects,  hereby  ratified and confirmed and shall  continue in full force
     and effect.



                                    * * * * *




     IN WITNESS WHEREOF,  each of the Company and the Employee has executed this
Amendment as of the day and year set forth above.

                                          COMPANY:

                                          SAUCONY, INC.

                                          By: /s/ Michael Umana
                                          ----------------------------
                                          Michael Umana
                                          Chief Operating Officer,
                                          Executive Vice President,
                                          Finance and Chief Financial Officer

                                          EMPLOYEE:

                                          /s/ Charles A. Gottesman
                                          ------------------------------
                                          Charles A. Gottesman