Exhibit 10.1

                     Confidential Treatment Requested as to
                  Certain Information Contained in this Exhibit


            FIFTH AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
                         DATED FEBRUARY 2, 2000 BETWEEN
         TOMMY HILFIGER LICENSING, INC. and THE STRIDE RITE CORPORATION



     AGREEMENT  entered into this 28th day of July,  2006,  by and between TOMMY
HILFIGER LICENSING, LLC, f/k/a TOMMY HILFIGER LICENSING, INC., having an address
at University Plaza - Bellevue  Building,  262 Chapman Road, Suite 103A, Newark,
Delaware  19702  (hereinafter  referred  to as  "Licensor")  and THE STRIDE RITE
CORPORATION, having its offices at 191 Spring Street, P. O. Box 9191, Lexington,
Massachusetts 02173-9191 (hereinafter referred to as "Licensee").

                              W I T N E S S E T H :

     WHEREAS, Licensor and Licensee entered into an Amended and Restated License
Agreement  dated  February  2, 2000,  which  license was  previously  amended by
amendments dated June 20, 2001,  October 3, 2002,  January 9, 2004 and March 23,
2005 (the  Amended and  Restated  License  Agreement  as  previously  amended is
hereinafter referred to as the "License"); and

     WHEREAS, the parties have agreed to the amendments to the License contained
herein.

     NOW,  THEREFORE,  the  parties  hereto,  in  consideration  of  the  mutual
agreements  contained  and  promises  herein  expressed,   and  for  other  good
consideration  acknowledged by each of them to be satisfactory and adequate,  do
hereby agree as follows:

1. All capitalized terms used herein but not defined shall have the meanings
ascribed to them in the License.

2. Paragraph 1.1 of the License is deleted and replaced with the following:

            "Affiliate with respect to either party hereto shall mean a person
            or entity controlling, controlled by, or under common control with
            such party."

3. Paragraph 1.6A of the License is hereby amended by adding the following at
the end thereof:

            "On and after April 1, 2005, Malaysia and Taiwan shall be
            deleted from this definition of International Territory. On and
            after March 31, 2006, Hong Kong and Singapore shall be
            deleted from this definition of International Territory. On and
            after March 31, 2007, South Africa shall be deleted from this
            definition of International Territory."
<PAGE>

4. Paragraph 2.7(b) of the License is hereby amended by deleting it in its
entirety and replacing it with the following:

            "Licensor reserves the right to designate the location of Licensee's
            primary showroom required in Paragraph 2.7(a) above."

5. Paragraph 2.10 of the License is hereby amended by deleting the first and
second sentences thereof and replacing them with the following:

            "Beginning with the Annual Period commencing April 1, 2005, for the
            Territory excluding the International Territory, Licensee will (a)
            participate in Licensor's Merchandise Coordinator Program; or (b)
            operate Licensee's own merchandise coordinator program established
            by Licensee to Licensor's satisfaction. Licensor's approval of
            Licensee's Merchandise Coordinator Program will be determined by
            considering, among other things, the territory of coverage, the
            number and volume of stores to be serviced, head count, and travel
            and entertainment costs. If Licensee elects option (a), it shall pay
            a reasonable amount in quarterly installments simultaneously with
            the Percentage Royalty payments. If Licensee elects option (b),
            Licensee shall, upon Licensor's request, provide to Licensor
            documentation reasonably acceptable to Licensor, evidencing
            Licensee's operation of its merchandise coordinator program. If
            Licensee's program is not acceptable to Licensor and changes
            requested by Licensor are not implemented within sixty (60) days of
            written notice from Licensor to Licensee, Licensor may require
            Licensee to comply with option (a) above."

6. Paragraph 3.1 of the License is hereby amended by inserting the following at
the end of thereof:

            "The parties hereby acknowledge that the Agreement is hereby
            extended for an additional one-year term commencing on
            April 1, 2007 through March 31, 2008 (the Eleventh Annual Period).
            This Agreement may be extended for additional years beyond the
            Eleventh Annual Period on terms and conditions to be agreed upon by
            the parties. In the event this Agreement is not extended beyond the
            Eleventh Annual Period, then the Eleventh Annual Period shall end on
            June 30, 2008."

7. Paragraph 4.2 of the License is hereby amended by:

      (a)         deleting all references to minimums relating to the Career
                  Line for any Annual Period beginning on April 1, 2005 and
                  after;

      (b)         deleting the entry for the Annual Period 4/1/06 - 3/31/07
                  in the first chart therein:

      (c)         adding the following to the first chart:

                  "Annual Period                Minimum Sales
                  4/1/06 - 3/31/07 (Tenth)      $
                                                ---------------
                  4/1/07 - 3/31/08 (Eleventh)   $
                                                ---------------

      (d)         deleting the entry of "$            "for the Annual Period
                                          ------------
                  4/1/06 - 3/31/07 for Mexico in the second chart (International
                  Territory) therein and replacing it with "$            ";
                                                             ------------

      (e)         deleting the entry of "$            "for the Annual Period
                                          ------------
                  4/1/06 - 3/31/07 for Australia in the second chart
                  (International Territory) therein and replacing it with
                  "$            ";
                    ------------

      (f)         deleting the entries for Malaysia and Taiwan for the Annual
                  Period 4/1/05- 3/31/06 and for Malaysia, Taiwan, Hong Kong and
                  Singapore for the Annual Period 4/1/06 - 3/31/07 in the second
                  chart (International Territory) therein;

      (g)         adding the following to the second chart:

                                       "Minimum Sales Level for Countries in the
                                       International Territory
                                       -----------------------------------------
            Annual Period              Mexico              Australia
            -------------              ------              ---------
            4/1/07-3/31/08 (Eleventh)  $                   $             "
                                        ------------        ------------

      (h)         adding the following to the end of the second sentence
                  therein:

                  ", except during the Tenth Annual Period (4/1/06-3/31/07) for
                  Australia only and during the Eleventh Annual Period (4/1/07 -
                  3/31/08) for the Domestic Territory only."

      (i)         adding the following to the end of the third sentence therein:

                  ", except for the Tenth Annual Period (4/1/06-3/31/07) for the
                  Domestic Territory and Australia only and Eleventh Annual
                  Period (4/1/07-3/31/08) for the Domestic Territory only."

      (j)         adding the following at the end thereof:

                  "Licensee shall not receive credit against Minimum Sales
                  Levels for sales made pursuant to Paragraphs 5.11, 5.12 or
                  5.14."

8. Paragraph 5.2 of the License is hereby amended by:
<PAGE>

      (a)         deleting all references to minimums relating to the Career
                  Line for any Annual Period beginning on April 1, 2005 and
                  after;

      (b)         adding the following after the third sentence therein:

                  "Anything to the contrary notwithstanding, the Guaranteed
                  Minimum Royalty for the Territory (excluding the International
                  Territory) for the following Annual Periods shall be the
                  greater of amounts set forth below:

                                                      Guaranteed
                  Annual Period                       Minimum Royalty
                  -------------                       ---------------
                  4/1/06- 3/31/07 (Tenth)             $
                                                       ------------
                  4/1/07- 3/31/08 (Eleventh)          $
                                                       ------------

                  or               percent of the Minimum Sales Level for such
                     -------------
                  Annual Period as the same may be adjusted pursuant to
                  Paragraph 4.2.

                  Anything to the contrary notwithstanding, the Guaranteed
                  Minimum Royalty for the International Territory for the
                  following Annual Periods shall be the greater of the amounts
                  set forth below:

                                       Guaranteed Minimum Royalty For Countries
                                       in the International Territory
                                       ----------------------------------------
      Annual Period                    Mexico         Australia     South Africa
      4/1/06- 3/31/07 (Tenth)          $              $             $
                                        ----------     ----------    ----------
      4/1/07- 3/31/08 (Eleventh)       $              $             $
                                        ----------     ----------    ----------

                  or          percent of the Minimum Sales Level for such
                     --------
                  Annual Period as the same may be adjusted pursuant to
                  Paragraph 4.2."

9. Paragraph 5.3 of the License is hereby amended by inserting the following at
the end thereof:

            "No Percentage Royalty will be due on purchases of Licensed Products
            pursuant to Sections 5.11, 5.12 and 5.14 of this Agreement."

10. Paragraph 7.1 of the License is hereby amended by:

      (a)         deleting all references to minimums relating to the Career
                  Line for any Annual Period beginning on April 1, 2005 and
                  after;

      (b)         deleting the entry for 4/1/06 - 33/31/07 appearing in the
                  first chart therein;
<PAGE>

      (c)         adding the following to the first chart therein:

                  "Annual Period                Guaranteed Minimum Advertising
                  --------------                ------------------------------
                  4/1/06 - 3/31/07 (Tenth)      $
                                                 -------------
                  4/1/07 - 3/31/08 (Eleventh)   $              "
                                                 -------------

      (d)         adding the following to the end of the fourth sentence:

                  ", except that for the Tenth Annual Period (4/1/06-3/31/07)
                  and Eleventh Annual Period (4/1/07-3/31/08) only, the
                  Guaranteed Minimum Advertising Payments for the Territory
                  (excluding the International Territory) shall be equal to the
                  greater of the amounts set forth above or             percent
                                                            -----------
                  of the Minimum Sales Level."

      (e)         deleting the entry of "$            " for the Annual Period
                                          ------------
                  4/1/06 - 3/31/07 for Mexico in the chart in Section 7.1(b)
                  (International Territory) and replacing it with
                  "            ";
                   ------------

      (f)         deleting the entry of "$            " for the Annual Period
                                          ------------
                  4/1/06 - 3/31/07 for Australia in the chart in Section 7.1(b)
                  (International Territory) and replacing it with
                  "$            ";
                    ------------

      (g)         deleting the entries for Malaysia and Taiwan for the Annual
                  Period 4/1/05- 3/31/06 and for Malaysia, Taiwan, Hong Kong and
                  Singapore for the Annual Period 4/1/06 - 3/31/07
                  in the chart in Section 7.1(b) (International Territory);

      (h)         adding the following to the chart in Section 7.1(b):

                                        "Guaranteed Minimum Advertising for the
                                        International Territory
                                        ---------------------------------------
            Annual Period               Mexico             Australia
            4/1/07-3/31/08 (Eleventh)   $                  $            "
                                         ------------       ------------

11. Paragraph 7.2 of the License is hereby amended by:

      (a)         inserting the following at the end thereof:

                  "No Percentage Advertising Payment will be due on purchases of
                  Licensed Products pursuant to Sections 5.11, 5.12 and 5.14 of
                  this Agreement."

      (b)         inserting the following new paragraph at the end thereof:
<PAGE>

                  "Beginning in the Eleventh Annual Period (4/1/07) and
                  thereafter, Licensee shall pay to Licensor a Percentage
                  Advertising Payment equal to            percent of Net Sales.
                                               ----------
                  Anything herein to the contrary notwithstanding, no Percentage
                  Advertising Payment shall be due for the Net Sales of (a)
                  Close-Outs and (b) Seconds to the extent that such sales of
                  (a) and (b) do not exceed              percent of the total
                                            ------------
                  Net Sales for the relevant Annual Period. Any excess of such
                  Net Sales over the aforesaid              percent shall
                                               ------------
                  require the payment of the full three              percent
                                                        ------------
                  Percentage Advertising Payment, however, nothing herein shall
                  be construed to permit such sales. Anything herein to the
                  contrary notwithstanding, for the Eleventh Annual Period
                  (4/1/07- 3/31/08) only, the Percentage Advertising Payment
                  shall not exceed                 Dollars. Percentage
                                   ---------------
                  Advertising Payments shall be payable in quarterly
                  installments on January 15, April 15, July 15 and
                  October 15 for the immediately preceding quarter of sale, less
                  Guaranteed Minimum Advertising Payments for such period."

12. Paragraph 7.3 of the License is hereby amended by changing "
                                                                -------------
percent" in the second sentence to "             percent".
                                    ------------

13. Paragraph 7.4 of the License is hereby deleted in its entirety and is
replaced by the following:

            "7.4 Approval of Packaging, Labels and Licensee's Advertising. All
            packaging, Labels and advertising copy and the medium of all
            advertising placed by Licensee, if any, must comply strictly with
            specifications provided from time to time by Licensor and are, at
            all times, subject to the approval of Licensor. No advertising,
            including cooperative advertising whereby Licensee provides a
            customer with a contribution toward the cost of an advertisement for
            Licensed Products, whether credit or otherwise, may be used without
            the prior written consent of Licensor in each instance.
            Additionally, under no circumstances will Licensee be permitted to
            advertise Licensed Products over any medium not previously approved
            by Licensor in writing. To such end, unless otherwise approved in
            writing by Licensor, the Internet or any other global or regional
            computer access network is deemed an unapproved medium for
            advertising. The use of any packaging, Labels or advertising not
            approved by Licensor is expressly prohibited. All packaging and
            Labels must use the Trademarks, but no other trademark or trade name
            may be used except as may be required by applicable law or permitted
            by Licensor in writing. Licensee shall not be permitted to use its
            name(s) on Licensed Products, packaging or Labels displaying the
            Trademark other than as specifically approved by Licensor in
            writing. Any Labeling materials provided by Licensor to Licensee
            will be so provided at Licensee's expense, at Licensor's cost of
            producing and providing the same. To protect the Trademarks,
            Licensor reserves the right to require Licensee to purchase Labels
            only from sources designated by Licensor, provided that such sources
            provide the Labels to Licensee in a reasonably competitive manner as
            to price and delivery."
<PAGE>

14. Paragraph 11.3 of the License is hereby amended by adding the following
after the first sentence therein:

            "Anything to the contrary notwithstanding, during any Annual Period,
            if Licensee fails to meet the Minimum Sales Level for a Territory
            within the International Territory, this Agreement shall be
            terminable by Licensor only as to such International Territory in
            which the Minimum Sales Level was not achieved."

15. Paragraph 20.1 of the License is hereby amended by changing the addresses to
the following:

            "To Licensor:
            TOMMY HILFIGER LICENSING, LLC
            200 Liberty Way
            Cranbury, New Jersey 08512
            Attn:  David Vandroth
            Telephone:  (609) 409-7322
            Facsimile:  (609) 409-7331

            with a copy to:
            Dreier LLP
            499 Park Avenue
            New York, New York 10022
            Telephone:  (212) 328-6100
            Facsimile:  (212) 328-6101

            TOMMY HILFIGER USA, INC.
            601 West 26th Street, 6th Fl
            New York, NY 10001
            Attention: Office of the General Counsel
            Telephone: (212) 549-6000
            Facsimile: (212) 549-6799"

16. Effective as of April 1, 2006, Exhibit A shall be amended to delete "H
Hilfiger" therefrom.

17. Schedule 2.7(b) is hereby deleted in its entirety from the License.

18. Except as modified hereby, all other paragraphs and provisions contained in
the License shall remain in full force and effect and nothing contained herein
shall alter them in any way and are hereby in all respects ratified and
confirmed.
<PAGE>

      IN WITNESS WHEREOF, Licensor and Licensee have respectively signed this
Amendment as of the date first written above.

TOMMY HILFIGER LICENSING, LLC       THE STRIDE RITE CORPORATION

By:     /s/ Anne Marino             By:      /s/ RJ Woodworth
        ---------------                      -----------------

Title:  President, Licensing        Title:  President, TH Footwear
        ----------------------              -----------------------