<PAGE>

                                                                   EXHIBIT 10.18

                                                                  EXECUTION COPY

                         AGREEMENT OF SALE AND PURCHASE

                          FOOTSTAR CORPORATION (SELLER)

                                        &

                      ADS LOGISTICS SERVICES - GAFFNEY LLC

                                     (BUYER)

<TABLE>
<CAPTION>
CONTENTS                                                                              PAGE
<S>                                                                                   <C>
1.       Agreement to Sell and Purchase.........................................        1

2.       Purchase Price.........................................................        1

3.       Bankruptcy Court Approval..............................................        2

4.       Closing................................................................        3

5.       Condition of Title.....................................................        3

6.       Purchase of Bonds......................................................        3

7.       Representations and Warranties.........................................        4

8.       Conditions of Buyer's Obligations......................................        5

9.       Examination Period.....................................................        6

10.      Possession.............................................................        6

11.      Apportionments; Taxes..................................................        7

12.      Risk of Loss...........................................................        7

13.      Operation of the Property Prior to Closing.............................        7

14.      Notice.................................................................        7

15.      "As Is" and Release....................................................        8

16.      Miscellaneous..........................................................       10
</TABLE>

EXHIBITS:

"A" - LEGAL DESCRIPTION (THE "LAND")

"B" - ASSIGNMENT AND TRANSFER OF LEASE

"C" - LEASE

"D" - NONFOREIGN PERSON CERTIFICATION

<PAGE>

                         AGREEMENT OF SALE AND PURCHASE

      THIS AGREEMENT OF SALE AND PURCHASE (the "Agreement") is made as of the
this 16th day of August, 2004, between FOOTSTAR CORPORATION, a Texas corporation
having an address at 1 Crosfield Avenue, West Nyack, NY 10994 ("Seller") AND ADS
LOGISTICS SERVICES - GAFFNEY LLC, a limited liability company organized and
existing under the laws of the State of Delaware, having an address at 250
Carter Drive, Edison, NJ 08817 ("Buyer"). This Agreement is to be effective (the
"Effective Date") as of the date this Agreement is finally approved by the
United States Bankruptcy Court for the Southern District of New York, (the
"Bankruptcy Court").

      In consideration of the covenants and provisions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

      1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller, subject to the terms and conditions of
this Agreement and the approval of the Bankruptcy Court, all rights and
privileges in that certain lease by and between Seller and Cherokee County,
South Carolina dated September 1, 1995 and the Assignment of Lease from Melville
Corporation to Footstar Corporation dated December 29, 1995 (collectively the
"Lease"), including specifically the option to purchase contained in Article X
of the Lease of those certain tracts or parcels of land, consisting of
approximately 67.78 acres, located in Cherokee County, South Carolina, as more
fully described as Tract 1 in the legal description attached hereto as Exhibit
"A", together with a distribution/manufacturing building consisting of 540,000
square feet on the Land (the "Building") and together with all right, title and
interest of Seller in and to any land lying in the bed of any highway, street,
road or avenue, opened or proposed, in front of or abutting or adjoining such
tract or piece of land and any easements and appurtenances pertaining thereto
and all furniture, fixtures and equipment located on the Land or in the
Building, including, without limitation, all office equipment, computer hardware
and related software, including related control systems for the equipment, to
the extent assignable under applicable law, but excluding the warehouse
management system (collectively the "FF&E"). Additionally, the Seller agrees to
sell and the Buyer agrees to buy that certain tract or parcel of land,
consisting of approximately 9.687 acres, located in Cherokee County, South
Carolina, as more fully described as Tract 2 in the legal description attached
hereto as Exhibit "A". Tract 1 and Tract 2 of Exhibit "A" are hereinafter known
as the "Land". The Lease, together with the Land, Building and FF&E being
collectively hereinafter known as the "Property".

      2. PURCHASE PRICE.

            The purchase price for the Property shall be Fifteen Million One
Hundred Ten Thousand Dollars ($15,110,000) (the "Purchase Price"). $242,250.00
of the Purchase Price is hereby allocated to Tract 2 of the Land. Seller
acknowledges confirmation of receipt of a down payment in the amount of Seven
Hundred Fifty-Five Thousand Five Hundred Dollars ($755,500.00) by Land
America/Lawyers Title Insurance Company (the "Deposit"). The Deposit shall be
held in escrow and shall be applied against the Purchase Price or otherwise
disbursed as

<PAGE>

provided herein. The balance of the Purchase Price shall be paid at closing in
cash or immediately available funds.

      3. BANKRUPTCY COURT APPROVAL.

      (a) Buyer and Seller acknowledge that their respective obligations to
consummate the purchase and sale of the Property shall be contingent upon the
entry of an order by the Bankruptcy Court approving the sale of the Property to
Buyer by Seller, which order shall be in form reasonably satisfactory to Buyer
(the "Sale Order"). Seller agrees to provide Buyer with a draft of the proposed
Sale Order prior to the filing of same and to keep Buyer advised in advance of
the dates and times of the various Bankruptcy Court hearings to the extent they
relate to this Agreement.

      (b) Seller covenants and agrees to use its reasonable efforts to obtain
approval of this Agreement by the Bankruptcy Court. Buyer acknowledges that this
Agreement shall be subject to higher and better offers at an auction sale (the
"Auction Sale"). In this regard, to the extent Buyer does not submit the highest
or otherwise best bid at the Auction Sale, Seller shall pay to Buyer a break-up
fee in the amount of Four Hundred Fifty Three Thousand Three Hundred Dollars
($453,300) (the "Break-Up Fee"). The Break-Up Fee shall be payable to Buyer in
the event the Property is sold to a third party other than the Buyer.

      (c) On or about September 14, 2004, the Seller shall conduct an auction
for the sale of the Property pursuant to the order, dated April 5, 2004, of the
United States Bankruptcy Court for the Southern District of New York
authorizing, among other things, bidding procedures in connection with the sale
of the Debtors' Athletic Business assets. In consideration for Buyer having
expended considerable time and expense in connection with this Agreement and the
negotiation thereof and the identification and quantification of assets of
Seller, Seller shall pay Buyer the Break-Up Fee, which amount includes Buyer's
documented reasonable out-of pocket expenses. The Break-Up Fee shall be payable
to Buyer on the third Business Day following the date of consummation of a
Competing Bid if no material breach by Buyer of this Agreement has occurred.
Seller agrees that the Break-Up Fee constitutes administrative priority claims
against Seller's estate under Sections 503(b) and 507(a)(1) of the Bankruptcy
Code.

      (d) The Sale Order shall (i) confirm that the Lease consists of the
documents set forth in Exhibit "B" hereto and is in full force and effect and
that there are no defaults which entitle the landlord to terminate the Lease
which will not be cured in connection with the assumption and assignment of the
Lease; (ii) the sale of the Property shall be free and clear of any and all
liens, Lis Pendens, notices of pendency of any actions, claims and encumbrances,
with same, if any, attaching to the proceeds of sale; (iii) find that Buyer is a
good faith purchaser entitled to the protections of 11 U.S.C. Section 363(m);
(iv) find that all of the requirements of 11 U.S.C. Sections 363 and 365 have
been met; (v) provide that Seller is authorized and directed to assume the Lease
and assign it to Buyer; (vi) otherwise permit the assumption and assignment of
the Lease and the sale of the Property as contemplated hereunder; (vii) provide
that it is Seller's responsibility for the payment of any and all cure amounts
("Cure Amounts") necessary to be paid under the Lease as

                                       2
<PAGE>

required by 11 U.S.C. Section 365 which are due and owing prior to the date of
Closing (including all rent, additional rent, percentage rent, taxes, insurance,
etc.); (viii) provide that the Cure Amounts are the obligations of Seller; (ix)
provide that any and all undisputed Cure Amounts shall have been paid by Seller
prior to the Closing; (x) after the Closing, no entity shall have any claims
against the Buyer or the Property with respect to the Property for the period
prior to the Closing, except for any amounts apportioned pursuant to Section 10
of this Agreement; (xi) Buyer is not obligated to hire any of Seller's
employees; and (xii) Buyer shall not be liable for any agreements relating to
services or personal property at the Property not specifically assumed and
assigned by Seller with the advanced knowledge and consent of Buyer.

      4. CLOSING. Closing shall be held within five (5) days of entry of the
Sale Order, provided, however, if the Sale Order is subject to a stay, then
closing shall take place within five (5) days after such stay is lifted (the
"Closing"). The Closing shall take place at a time and place mutually agreeable
to Buyer and Seller, provided, however, Buyer shall be permitted to determine on
which of the five (5) days the Closing shall occur.

      5. CONDITION OF TITLE. During the Inspection Period, Buyer shall review
the title commitment provided by Seller and the survey update to be obtained by
Buyer at Buyer's cost and advise Seller of any objections to title
(collectively, "Title Objections"). Within 5 days after receipt of such notice
of the Title Objections, Seller shall advise Buyer whether Seller shall cure any
of such objections and, if so, Seller shall cure such objections at or prior to
Closing. If Seller does not elect to cure (or does not in fact cure) all Title
Objections, then Buyer may, within two (2) business days after receipt of
Seller's notice, (or at or prior to Closing if Seller does not, in fact, cure)
terminate this Agreement and receive a refund of the Deposit and all interest
thereon. All title encumbrances shown on such title commitment which are not
Title Objections shall constitute Permitted Encumbrances and Buyer shall accept
title to the Property subject thereto. In the event that any other encumbrances
or liens are shown on an update of the title at or before Closing, Buyer shall
have the right to object thereto and, if Seller does not cure such objections,
Buyer shall have the option to (a) close, notwithstanding such encumbrances or
(b) terminate this Agreement and receive a refund of the Deposit and all
interest earned thereon.

      6. PURCHASE OF BONDS. At Closing the Seller shall sell to the Buyer for
consideration of One Dollar ($1.00), all outstanding bonds from the Cherokee
County, South Carolina Not Exceeding $50,000,000 Industrial Development Revenue
Bonds, Series 1995 (Melville Corporation Project) (the "Industrial Revenue
Bonds"). Such sale shall be made subject to Section 2.4 of the Indenture dated
as of September 1, 1995 by and among Cherokee County, South Carolina, Melville
Corporation, and First Union National Bank of South Carolina (the "Indenture").
Buyer shall succeed to all rights of Seller as IRB Purchaser pursuant to the
terms of the Indenture. Seller represents and warrants that (a) it has the
authority to transfer the Industrial Revenue Bonds; and (b) all Industrial
Revenue Bonds transferred hereunder shall be free and clear of any liens and
encumbrances.

                                       3
<PAGE>

      7. REPRESENTATIONS AND WARRANTIES.

            (a) Seller, to induce Buyer to enter into this Agreement and to
complete the sale and purchase of the Property hereunder, represents, warrants
and covenants to Buyer that:

                  (i) There are no existing leases, whether oral or written,
affecting the Property (other than the Lease).

                  (ii) Simultaneously with the execution of this Agreement,
Seller shall provide Buyer with all such information Seller has in its
possession on the Property pertaining to plans and specifications for the
Building, survey, information relating to environmental conditions of the Land
and Building, inspection reports on the Building, subleases or contracts, recent
tax bills.

                  (iii) Seller has not removed from the Property any of the FF&E
that was located on the Property on June 28, 2004.

                  (iv) Attached hereto as Exhibit "C" is a true and complete
copy of the Lease. The Lease has not been amended or supplemented in any way and
represents the entire agreement between the parties thereto with regard to the
Property. Neither Seller nor the County is in default of its respective
obligations under the Lease. Seller has not received from the County any notice
of default under the Lease that remains uncured.

                  (v) Except as set forth in the attached Schedule 7(a)(v) there
are no leases, licenses, tenancies or other occupancy agreements, other than the
Lease, affecting the Land, Building and FF&E or any portion thereof.

                  (vi) There are no service contracts affecting the Property to
which Buyer will be bound.

                  (vii) To the best of Seller's knowledge, there are no
contracts, agreements, leases or commitments, written or oral, affecting the
Property or Seller's right, title and interest therein which would be binding
upon Buyer or which would run with the Leasehold or the Land, other than those
referred to in this Agreement and the Schedules hereto.

                  (viii) Except as set forth in the attached Schedule
7(a)(viii), there are no pending and, Seller has not received written notice of
any threatened suits, actions, investigations or proceedings with respect to all
or part of the Property (a) for condemnation or (b) alleging any violation of
any applicable laws or regulations.

                  (ix) There are no labor union contracts affecting the
Property.

                                       4
<PAGE>

            (b) Buyer, to induce Seller to enter into this Agreement and to
complete the sale and purchase of the Property hereunder, represents, warrants
and covenants to Seller as follows:

                  (i) Neither the execution and delivery of this Agreement, nor
compliance with the terms and conditions of this Agreement by Buyer, nor the
consummation of the purchase, constitutes or will constitute a violation or
breach of any constitutional provision, statute, law, rule, regulation,
ordinance or resolution or any governing provisions applicable to the Buyer, or
of any agreement or judicial order to which Buyer is a party or to which Buyer
is subject.

                  (ii) There are no proceedings pending or, to the best of
Buyer's knowledge, threatened, by or against Buyer in bankruptcy, insolvency or
reorganization in any state or federal court.

                  (iii) Buyer is duly formed, validly existing and in good
standing under the laws of the State of Delaware. Buyer has duly authorized,
executed and delivered this Agreement.

            Each of the representations and warranties of Buyer and Seller set
forth above shall be deemed remade by Buyer or Seller as appropriate as of
Closing and shall survive Closing for thirty (30) days.

      8. CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer under this
Agreement to purchase the Property from Seller is subject to the satisfaction at
Closing of each of the following conditions (any one of which may be waived in
whole or in part by Buyer in writing at or prior to Closing):

            (a) All of the representations and warranties by Seller set forth in
this Agreement shall be true and correct at and as of Closing in all material
respects as though such representations and warranties were made at and as of
Closing, except for changes therein consented to by Buyer under the terms of
this Agreement. Seller shall have performed, observed and complied with all
material covenants, agreements and conditions required by this Agreement to be
performed on its part prior to or as of Closing.

            (b) Cherokee County shall have approved the transfer of the Lease on
terms reasonably acceptable to Buyer.

            (c) At Closing, Seller shall deliver to Buyer duly executed
originals of the following:

                  (i) An Assignment and Transfer of Lease ("Assignment and
Transfer of Lease") (excluding Tract 2 of the Land) duly executed and
acknowledged and in proper form for recording attached hereto as Exhibit B;

                  (ii) A quitclaim deed to Tract 2 of the Land duly executed and
acknowledged and in proper form for recording (the "Quitclaim Deed");

                                       5
<PAGE>

                  (iii) A Nonforeign Person Certification in the form attached
hereto as Exhibit "D", as required under Section 1445 of the Internal Revenue
Code executed by Seller and legal title holder;

                  (iv) Certified Order of the Bankruptcy Court stipulating that
the Buyer at the Auction Sale will take free and clear of all liens, claims and
encumbrances, including, but not limited to, mechanics liens.

                  (v) A duly executed original estoppel certificate from the
landlord under the Lease in a form reasonably acceptable to Buyer.

      9. EXAMINATION PERIOD. Buyer and its agents and contractors shall have a
period of fifteen (15) business days from the date of this Agreement, but in no
event later than September 3, 2004 (the "Inspection Period") to, upon prior
notice to Seller and during business hours, enter upon and examine the Property
and conduct such tests, surveys and studies as Buyer shall deem necessary to
determine the suitability of the Property as to matters of (i) soils, (ii)
zoning, (iii) conditions of the improvements, (iv) environmental conditions of
the Property, (v) engineering review of the FF&E, (vi) title and survey, (vii)
the Lease and (viii) the item described in Schedule 7(a)(viii). All materials
related to Schedule 7(a)(viii) shall be delivered to Buyer within five (5)
business days following execution of this Agreement. All tests, surveys and
studies performed by or on behalf of the Buyer shall be made available to the
Seller for distribution to potential bidders at the Auction Sale (hereinbelow
defined) not less than ten (10) days prior to the Auction Sale. Buyer shall
repair any damage to the premises caused by its entry and shall restore the
property as nearly as practicable to its former condition. Buyer shall indemnify
and hold Seller harmless from any damages or claims (including reasonable
attorneys' fees) arising out of Buyer entry onto and examination of the
premises. Prior to entering the Property in the Inspection period the Buyer
shall demonstrate to Seller that it maintains not less than $3,000,000 in
general liability insurance covering any and all actions performed by Buyer
while on the Property. Should Buyer at its sole discretion determine that the
Property is unsuitable for Buyer's intended use as a distribution facility for
any of the allowed inspections provided above and delivers written notice of
such to Seller or Seller's agent and to Escrow Agent within the fifteen (15)
business day Inspection Period, all earnest money, including the Deposit and all
interest earned thereon shall be refunded to Buyer within five (5) business days
after receipt of such notice and neither Buyer nor Seller shall have any further
obligations to the other.

      10. POSSESSION. Possession of the Property shall be given to Buyer at
Closing, free of all rights of occupancy other than the Lease. The Assignment
and Transfer of Lease, the Quitclaim Deed and the Bill of Sale shall be prepared
by Seller at Seller's expense.

                                       6
<PAGE>

      11. APPORTIONMENTS; TAXES.

            (a) Real estate taxes, fees in lieu of taxes, Basic Rent and
additional rent if any, under the Lease and other apportionable income and
expenses paid or payable by Seller shall be apportioned pro rata on a per diem
basis as of Closing. Taxes shall be apportioned based on the fiscal year of the
taxing authority.

            (b) Seller shall endeavor to have the Sale Order provide that the
transfer of the Property and the recording of any deeds shall be deemed exempt
from state and local transfer taxes pursuant to 11 U.S.C. Section 1146(c),
failing which, the transfer taxes and recording fees, if any, shall be paid by
Buyer. Buyer shall be responsible for the cost of survey as well as costs of
title search and title insurance.

      12. RISK OF LOSS. Seller shall bear the risk of all loss or damage to the
Property from all causes except acts of Buyer until Closing. If there exists any
such loss, Buyer's sole remedy shall be to (a) take the Property as provided in
this Agreement subject to such loss and an assignment of Seller's rights under
the insurance policy to the extent permitted by such policy, provided, however,
if Seller cannot assign its rights under the insurance policy, then Seller will
give Buyer a credit against the Purchase Price for the amount of proceeds
collected under its insurance policy; or (b) at any time prior to (but not
after) Closing, terminate this agreement and receive a refund of the Deposit and
any interest accrued thereon, only if: (i) such loss materially adversely
affects the operation of the Property or materially adversely affects the value
of the property; or (ii) there is material damage to the material handling
equipment and computer hardware at the Building; or (iii) the loss exceeds seven
hundred fifty thousand dollars ($750,000.00). If there is a loss or casualty
prior to Closing, Seller will not settle with its insurance company without
Buyer's consent, such consent not to be unreasonably withheld or delayed.

      13. OPERATION OF THE PROPERTY PRIOR TO CLOSING. Prior to Closing, the
Property shall be maintained in its present condition, reasonable wear and tear
excepted. Without limiting the foregoing, after signing this Agreement and prior
to Closing, Seller shall not remove any FF&E or take any actions that would
affect title to the Property, or any portion thereof. Seller shall continue to
maintain insurance on the Property through the Closing.

      14. NOTICE. All notices, requests and other communications under this
Agreement shall be in writing and shall be delivered (i) in person, (ii) by
registered or certified mail, return receipt requested, (iii) by recognized
overnight delivery service providing positive tracking of items (for example,
Federal Express), or (iv) by facsimile provided a copy is sent concurrently by
one of the methods described in (i), (ii) or (iii) above, addressed as follows
or at such other address of which Seller or Buyer shall have given notice as
herein provided:

                                       7
<PAGE>

            If intended for Seller:

            Footstar Corporation
            Legal Department
            1 Crosfield Avenue
            West Nyack, NY 10994
            Attn: Maureen Richards
            Fax: 845-727-6661
            Phone: 845-727-6500

            With a copy to:

            Haynsworth Sinkler Boyd, P.A.
            75 Beattie Place
            Two Liberty Square, 11th Floor
            Greenville, South Carolina 29601
            Attn: J. Wesley Crum, III
            Fax: 864-240-3382

            If intended for Buyer:

            Neil Simon, Esq.
            FBE Limited
            111 Broadway, 20th Floor
            New York, New York 10006
            Fax: 212-732-1824

            with a copy to:

            Bea Drechsler, Esq.
            Kaye Scholer LLP
            425 Park Avenue
            New York, New York 10022
            Fax: 212-836-6760

            All such notices, requests and other communications shall be deemed
to have been sufficiently given for all purposes hereof only upon receipt by the
party to whom such notice is sent. Notices by the parties may be given on their
behalf by their respective attorneys.

      15. "AS IS" SALE AND RELEASE

            (a) Buyer hereby represents and warrants to Seller that, except as
otherwise expressly set forth herein, in the Assignment and Transfer of Lease,
the Quitclaim Deed, and the Bill of Sale (collectively the "Transfer
Documents"), Buyer has not entered into this Agreement based upon any
representation, warranty, statement or expression of opinion by Seller or any
person

                                       8
<PAGE>

or entity acting or allegedly acting for or on behalf of Seller with respect to
Seller, the Property or the "Condition of the Property" (as hereinafter
defined). Buyer acknowledges and agrees that, except for the covenants,
representations and warranties of Seller expressly contained in the Transfer
Documents, the Property shall be assigned and transferred or sold and conveyed
(and accepted by Buyer at Closing) AS IS, WHERE IS, WITH ALL DEFECTS AND WITHOUT
ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW. Except as expressly otherwise provided in the
Assignment and Transfer of Lease and the Transfer Documents, Seller makes no
representation, warranty or covenant, express, implied or statutory, of any kind
whatsoever with respect to the Property, including, without limitation,
representation, warranty or covenant as to title, survey conditions, use of the
Property for Buyer's intended use, the condition of the Property, past or
present use, development, investment potential, tax ramifications or
consequences, compliance with law, present or future zoning, the presence or
absence of hazardous substances, the availability of utilities, access to public
road, habitability, merchantability, fitness or suitability for any purpose, or
any other matter with respect to the Property (collectively, the "Condition of
the Property"), all of which are, except as otherwise expressly provided in this
Agreement, the Assignment and Transfer of Lease or the Quitclaim Deed, hereby
expressly disclaimed by Seller. Except as otherwise expressly provided in the
Transfer Documents, Buyer acknowledges that Seller has made no representation,
warranty or covenant as to the Condition of the Property or compliance of the
Property with any federal, state, municipal or local statutes, laws, rules,
regulations or ordinances including, without limitation, those pertaining to
construction, building and health codes, land use, zoning, hazardous substances
or toxic wastes or substances, pollutants, contaminants, or other environmental
matters.

            (b) Without limiting the above, Buyer on behalf of itself and its
successors and assigns waives any rights to recover from, and forever releases
and discharges, Seller, Seller's affiliates, the shareholders, directors,
officers, employees and agents of Seller, and their respective heirs,
successors, personal representatives and assigns (collectively, the "Seller
Related Parties"), from any and all demands, claims, legal or administrative
proceedings, losses, liabilities, damages, penalties, fines, liens, judgments,
costs or expenses whatsoever (including, without limitation, attorneys' fees and
costs), whether direct or indirect, known or unknown, foreseen or unforeseen,
that may arise on account of or in any way be connected with the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. Sections 9601, et seq.), the Resources Conservation and Recovery Act of
1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section
1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1801, et seq.),
and the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), and any
similar environmental state or local statutes, regulations, rules or
requirements.

            (c) The provisions of this Section shall survive Closing and the
delivery of the Assignment and Transfer of Lease and the Quitclaim Deed or any
expiration or termination of this Agreement without limitation as to time.

                                       9
<PAGE>

16. MISCELLANEOUS.

            (a) Except as otherwise specifically provided in this Agreement, all
representations and warranties contained in this Agreement shall terminate at
Closing.

            (b) All times specified in this Agreement shall be of the essence of
this Agreement. If any date herein set forth for the performance of any
obligations by Seller or Buyer or for the delivery of any instrument or notice
as herein provided should be on a Saturday, Sunday or legal holiday, the
compliance with such obligations or delivery shall be deemed acceptable on the
next business day following such Saturday, Sunday or legal holiday. As used
herein, the term "legal holiday" means any state or federal holiday on which
financial institutions or post offices are generally closed in the state in
which the Property is located.

            (c) The captions in this Agreement are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this Agreement or any of the provisions hereof.

            (d) Buyer shall not have the right to assign this Agreement without
the prior written consent of Seller; provided, however, Buyer may assign this
Agreement to an affiliate or in connection with a financing arrangement upon
prior written notice to Seller, as long as such assignment does not adversely
impact the timing of Closing hereunder, and further provided that any such
assignee, either individually or together with Buyer, can demonstrate adequate
assurance of future performance as contemplated by Section 365 of the Bankruptcy
Code. The parties agree that for purposes of this Section 15(d), a "financing
arrangement" shall include debt financing and other sources of capital as long
as Buyer or its affiliate is the occupant of the Property. If Buyer is not the
Lessee under the Lease, then any assignment hereunder shall be subject to the
consent of Cherokee County or alternatively, an order of the Bankruptcy Court
allowing such assignment of the Lease absent the approval of Cherokee County.

            (e) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and, to the extent herein
permitted, assigns.

            (f) This Agreement, including the exhibits attached hereto and any
deed delivered hereunder, contains the whole agreement as to the Property
between Seller and Buyer and there are no other terms, obligations, covenants,
representations, statements or conditions, oral or otherwise of any kind
whatsoever concerning this sale and purchase. This Agreement shall not be
altered, amended, changed or modified except in writing executed by the parties
hereto.

            (g) This Agreement shall be construed in accordance with the laws of
the state in which the Property is located.

            (h) Both parties to this Agreement having participated fully and
equally in the negotiation and preparation hereof, this Agreement shall not be
more strictly construed, or any ambiguities within this Agreement resolved,
against either party hereto.

                                      10
<PAGE>

            (i) This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but which together shall constitute one
original Agreement.

            (j) If the sale of the Property to Buyer fails to close by reason of
a default by Buyer, the Deposit shall be paid to Seller as liquidated damages,
as Seller's sole remedy for such default. If the sale of the Property to Buyer
fails to close by reason of a default by Seller, then Buyer's sole and exclusive
remedies shall be (i) to receive a full refund of the Deposit and to be released
of any further obligations under this Agreement; or (ii) to seek specific
performance of the obligation of Seller to transfer the Lease and the Property
as contemplated herein and for Seller to reimburse Buyer for all reasonable
attorneys fees and disbursements incurred by Buyer in connection therewith. The
Bankruptcy Court shall have exclusive jurisdiction over any action seeking
specific performance of the obligations of Seller under this Agreement.

            (k) Each of the parties represents and warrants to the other that
except for W.C. Pinkard & Co., Inc. d/b/a Colliers Pinkard (the "Broker"), which
is the real estate broker engaged by Seller, no real estate or similar broker
has participated in these transactions and that no commission or fee will be
payable to any such broker. Each of the parties agrees to indemnify the other
for any breach of this paragraph (k), which agreement shall survive Closing and
the delivery of the Assignment and Transfer of Lease and the Quitclaim Deed or
any expiration or termination of this Agreement without limitation as to time.

            (l) Seller acknowledges and agrees that Buyer intends to contact
some or all of the employees of Seller who are engaged in the operation and/or
management of the Property and/or the business conducted therein in order to
determine whether Buyer will employ any of such employees and Seller hereby
consents to Buyer taking such actions, and/or employing such employees of
Seller. Seller acknowledges and agrees that Buyer is not obligated to employ any
such individuals.

            (m) Except as may be required by the Bankruptcy Court, from the date
hereof and until the transaction contemplated by this Agreement is consummated,
Seller shall not and shall cause its representatives and Affiliates not to,
initiate contact with, solicit or encourage submission of any inquiries,
proposals or offers by, any party (other than Buyer and its affiliates, agents
and representatives) in connection with any sale or other disposition of the
Property. Seller shall be permitted and have the responsibility and obligation
to respond to any inquiries or offers to purchase all or any part of the
Property and perform any and all other acts related thereto which are required
under the Bankruptcy Code or other applicable law, including, without
limitation, supplying information relating to Seller's business and the assets
of Seller to prospective purchasers.

            (n) Venue and retention of Jurisdiction. Any and all actions or
legal proceedings brought, arising out of, or relating to this Agreement shall
be brought in the Bankruptcy Court and the Bankruptcy Court shall retain
jurisdiction to determine any and all such actions or legal proceedings.

                                      11
<PAGE>

      IN WITNESS WHEREOF, intending to be legally bound, the parties have caused
this Agreement to be duly executed, under seal, as of Aug. 16, 2004.

Date: Aug. 16, 2004                SELLER:

/s/ LAZETTE KWIATKOWSKI            FOOTSTAR CORPORATION
------------------------
Witness

                                        /s/ STEPHEN R. WILSON
                                        -----------------------------
                                   By:  Stephen R. Wilson
/s/ MARC G. SCHUBACK               Its: Executive Vice President &
-----------------------                 Chief Administrative Officer
Witness

Date: Aug. 16, 2004

                                   BUYER:

                                   ADS LOGISTICS SERVICES - GAFFNEY LLC

                                   BY: ADS LOGISTICS SERVICES LLC, ITS MANAGING
                                       MEMBER

                                   BY: ADS PARTNERS CORP., ITS MANAGING
                                       MEMBER

                                        /s/ ALAN H. SCHECHTER
                                        -----------------------------
                                   By:  Alan H. Schechter
                                   Its: Vice President and Secretary

______________________________
Witness

______________________________
Witness

Date: ___________, 2004

                                      12
<PAGE>

STATE OF NEW YORK
                                                                   PROBATE

COUNTY OF ROCKLAND

      PERSONALLY appeared before me the undersigned witness, who, being duly
sworn, says that (s)he saw Stephen R. Wilson, as Executive Vice President and
Chief Administrative Officer of FOOTSTAR CORPORATION, a Texas corporation, sign,
seal and deliver the above agreement or instrument, and that (s)he with the
other witness named above witnessed the execution and delivery thereof as the
act and deed of the said corporation.

                                          /s/ LAZETTE KWIATKOWSKI
                                          -----------------------
                                          (Signature of Witness)

SWORN to before me this 16th
day of August, 2004.

/s/ TRACY PEPLOWSKI
--------------------------------
Notary Public, State of New York
My commission expires: 12/10/05

<PAGE>

STATE OF NEW YORK

                                                                    PROBATE

COUNTY OF NEW YORK

      PERSONALLY appeared before me the undersigned witness, who, being duly
sworn, says that (s)he saw Alan H. Schechter, as Managing Member of ADS
LOGISTICS SERVICES - GAFFNEY LLC , a limited liability company, sign, seal and
deliver the above agreement or instrument, and that (s)he with the other witness
named above witnessed the execution and delivery thereof as the act and deed of
the said incorporated municipality.

                                                     /s/ Jacquelyn Coffee
                                                     ----------------------
                                                     (Signature of Witness)

SWORN to before me this 16th
day of August, 2004.

/s/ BARBARA A. SEGRIFF
---------------------------------
Notary Public, State of New York
My commission expires: 3/23/07

                                       2

<PAGE>

                                SCHEDULE 7(a)(v)

           LEASES AND AGREEMENTS AFFECTING THE LAND, BUILDING AND FF&E

Lease Agreement between Footstar Corporation and Raymond of New Jersey, LLC for
the lease of material handling equipment.

                                       3

<PAGE>

                               SCHEDULE 7(a)(viii)

              PENDING SUITS OR ACTIONS WITH RESPECT TO THE PROPERTY

South Carolina Department of Transportation: Proposed Interchange Improvements
at I-85/S.C. 18/Road S-82 in Cherokee County

                                        4

<PAGE>

                                   EXHIBIT "A"

                         LEGAL DESCRIPTION (THE "LAND")

<PAGE>

                                   EXHIBIT "B"

                        ASSIGNMENT AND TRANSFER OF LEASE

<PAGE>

                                   EXHIBIT "C"

                                      LEASE

<PAGE>

                                   EXHIBIT "D"

                         NONFOREIGN PERSON CERTIFICATION

      Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by Footstar Corporation
("Transferor"), the undersigned hereby certifies the following on behalf of
Transferor:

      1. Transferor is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and income tax regulations);

      2. The correct U.S. taxpayer identification number for Transferor is
75-1500359; and

      3. The correct office address for Transferor is: One Crosfield Avenue,
West Nyack, NY 10994.

      Transferor understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

      Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief, it is true, correct
and complete, and I further declare that I have authority to sign this document
on behalf of Transferor.

                                   FOOTSTAR CORPORATION

                                   _____________________________________________
                                   By: Marc G. Schuback
                                   Its: Vice President & Assistant Secretary
                                   Dated: As of the 28th day of  September, 2004