EXHIBIT 10.17


                                                                  EXECUTION COPY




                  SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT


                  This SECOND AMENDMENT (this "AMENDMENT"), dated as of May 7,
2004 to that certain ASSET PURCHASE AGREEMENT (as amended, the "AGREEMENT"),
dated as of April 13, 2004, by and among Footstar, Inc., a Delaware corporation
("PARENT"), its Subsidiaries set forth on the signature page hereto (each an
"ATHLETIC COMPANY," collectively, "ATHLETIC COMPANIES" and Athletic Companies
together with Parent, "SELLERS"), FL Specialty Operations LLC, a New York
limited liability company, FL Retail Operations LLC, a New York limited
liability company, Foot Locker Stores, Inc., a Delaware corporation, and Foot
Locker Retail, Inc., a New York corporation (collectively, "PURCHASER"), and
Foot Locker, Inc., a New York corporation ("FOOT LOCKER"), solely for purposes
of SECTIONS 6.6, 6.8, 6.9, and 13.10 of the Agreement.

                              W I T N E S S E T H :

                  WHEREAS, the parties hereto wish to amend the terms of the
Agreement and certain of the Schedules thereto, as set forth herein; and

                  WHEREAS, all capitalized terms not otherwise defined herein
shall have such meaning as ascribed to them in the Agreement;

                  NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto hereby agree as follows:

         1. AMENDMENT TO SCHEDULE 1.1(B). Schedule 1.1(b) to the Agreement is
hereby amended to remove the Private Label Credit Card Program Agreement from
such Schedule of Purchased Contracts.

         2. AMENDMENT TO SECTION 2.5. The second sentence of Section 2.5 of the
Agreement is hereby deleted in its entirety and the following is hereby
substituted in place thereof:

"The undisputed cure amounts, if any, necessary to cure all defaults, if any,
and to pay all actual or pecuniary losses that have resulted from such defaults
under the Purchased Contracts and Real Property Leases, shall be paid by
Sellers, within five (5) Business Days after the Closing Date and the disputed
cure amounts shall be deposited in the Cure Reserve (as defined in the
Assumption and Assignment Order) at or prior to the Closing."

         3. AMENDMENT TO SCHEDULE 3.4(B). Schedule 3.4(b) to the Agreement is
hereby amended in its entirety to read as set forth on attached Schedule 3.4(b).

         4. AMENDMENT TO SCHEDULE 3.4(C). The formula set forth on Schedule
3.4(c) to the Agreement is hereby amended to reflect that the average of the
EBITDA for 2002 and for 2003 for such locations set forth on Schedule 3.4(c) (as
set forth in the due diligence material provided by Seller to Purchaser) shall
be multiplied by 3.5.




<PAGE>


         5. AMENDMENT TO SCHEDULE 3.5(A). Schedule 3.5(a) to the Agreement is
hereby amended to reflect that (i) the inventory in Sellers' distribution center
located in Gaffney, South Carolina will be included in the Inventory Count,
PROVIDED that any such athletic Business inventory not used specifically in the
Footaction.com business shall be valued at 50% of cost and (ii) the Inventory
from the Excluded Stores (as defined below) shall be included as part of the
Inventory Count valued at 75% of cost. Such count with respect to the Excluded
Stores shall be determined with the results of the Inventory Count. If an
Inventory Count with respect to the Excluded Stores was not conducted prior to
the Closing Date, then such amounts will be determined by using Sellers' April
month-end inventory for the Excluded Stores reduced by the average percentage of
shrinkage determined by the Inventory Service for all other stores subject to
the Real Property Leases other than the Excluded Stores.

         6. NEW SECTIONS 3.6(C) AND (D). Section 3.6 of the Agreement is hereby
amended by adding the following new Sections 3.6(c) and (d) after Section
3.6(b):

                  "(c) As of the Closing, the Purchase Price shall be reduced by
the difference of (i) the aggregate amount of gross sales in the stores subject
to the Real Property Leases (other than the Excluded Stores (as defined below))
for the period of the Effective Time through the close of business on the day
immediately prior to the Closing Date (the "PRE-CLOSING DATE PERIOD") and (ii)
the payroll of Employees and utilities for the stores subject to the Real
Property Leases (other than the Excluded Stores) during the Pre-Closing Date
Period (such reduction, the "STORE PROCEEDS ADJUSTMENT"). The Store Proceeds
Adjustment shall be made as of the Closing based on the best available data for
such stores. The Store Proceeds Adjustment shall be verified as soon as
practicable after the Closing and payment shall be made promptly from Sellers to
Purchaser or Purchaser to Sellers, as the case may be, to reflect the difference
between the actual amount of the Store Proceeds Adjustment and the estimate of
the Store Proceeds Adjustment used as of the Closing.

                  (d) At Closing, Purchaser shall pay Sellers $69,800 in
consideration of Sellers' leaving $200 in the petty cash of each of the stores
subject to the Real Property Leases other than the Excluded Stores."

         7. AMENDMENT TO SECTION 4.1. The last sentence of Section 4.1 of the
Agreement is hereby deleted in its entirety and the following is hereby
substituted in place thereof:

"The Closing shall be deemed to have occurred at 12:01 a.m. on the Sunday prior
to the Closing Date (the "EFFECTIVE TIME")."

         8. AMENDMENT TO SECTION 8.2(B)(II). Section 8.2(b)(ii) of the Agreement
is hereby deleted in its entirety and the following is hereby substituted in
place thereof:

                  "(ii) sell, lease, transfer, mortgage, encumber, alienate or
dispose of any Purchased Assets except for sales of Inventory, Permitted
Exceptions, and normally scheduled store closings, PROVIDED that Sellers shall
be permitted to close, at any time, and transfer the Inventory located at the


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<PAGE>


following stores to any of the other stores subject to the Real Property Leases:
(A) Footaction store # 279 located at 1001 Rainbow Drive, Space 7, Gadsden,
Alabama 35901; (B) Footaction store # 454 located at 777 Merritt East Island
Causeway #225, Merritt Island, Florida 32952; (C) Footaction store # 660 located
at 711 South Center, Space C-1, Tukwila, Washington 98188; and (D) Footaction
store # 856 located at 1500 Harvey Road, College Station, Texas 77840
(collectively, the "EXCLUDED STORES"), and the Purchase Price shall be reduced
at Closing by the relevant Adjustment Amounts set forth on SCHEDULE 3.4(B) with
respect to such stores;"

         9. MISCELLANEOUS. The provisions of Article XIII ("Miscellaneous") of
the Agreement shall apply to this Amendment as if such provisions were set out
herein in full and as if each reference therein to "this Agreement" included a
reference to this Amendment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
























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<PAGE>





         IN WITNESS WHEREOF, the undersigned have executed this Second Amendment
to the Agreement as of the date first written above.


PURCHASERS:


FL SPECIALTY OPERATIONS LLC


By:  /S/ ROBERT W. MCHUGH
     -------------------------
     Name:  Robert W. McHugh
     Title:  Vice President


FL RETAIL OPERATIONS LLC


By:  /S/ ROBERT W. MCHUGH
     -------------------------
     Name:  Robert W. McHugh
     Title:  Vice President


FOOT LOCKER STORES, INC.


By:  /S/ ROBERT W. MCHUGH
     -------------------------
     Name:  Robert W. McHugh
     Title:  Vice President


FOOT LOCKER RETAIL, INC.


By:  /S/ ROBERT W. MCHUGH
     -------------------------
     Name:  Robert W. McHugh
     Title:  Vice President


FOOT LOCKER, INC. (solely for purposes of SECTIONS 6.6, 6.8, 6.9, and 13.10 of
the Agreement)


By:  /S/ ROBERT W. MCHUGH
     -------------------------
     Name:  Robert W. McHugh
     Title:  Vice President






                       SIGNATURE PAGE TO SECOND AMENDMENT


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<PAGE>

SELLERS:

FOOTSTAR, INC.


By:  /S/ MAUREEN RICHARDS
     -------------------------
     Name:   Maureen Richards
     Title:  Title:  Senior Vice President, General Counsel
             and Corporate Secretary


      FOOTSTAR CORPORATION


By:  /S/ MAUREEN RICHARDS
     -------------------------
     Name:  Maureen Richards
     Title:  Senior Vice President, General Counsel
             and Corporate Secretary







































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<PAGE>

1162 VALLA LINDA MALL FOOTACTION, INC.
125TH FOOTACTION, INC.
164 NORTH STAR MALL FOOTACTION, INC.
305 NORTHLINE MALL FOOTACTION, INC.
34TH STREET FOOTACTION, INC.
63RD & WESTERN FOOTACTION, INC.
83 CENTRAL MALL FOOTACTION, INC.
87TH AND COTTAGE GROVE FOOTACTION, INC.
ALA MOANA FOOTACTION, INC.
ALBANY MALL FOOTACTION, INC.
ALEXANDRIA MALL FOOTACTION, INC.
ALMEDA FOOTACTION, INC.
ANDERSON FOOTACTION, INC.
ANIMAS MALL FOOTACTION, INC.
ANNAPOLIS MALL FOOTACTION, INC.
APACHE-MINNESOTA THOM MCAN, INC.
ARSENAL FOOTACTION, INC.
ATHLETIC CENTER, INC.
AUGUSTA MALL FOOTACTION, INC.
AURORA FOOTACTION, INC.
AVENTURA FAN CLUB, INC.
BAKERSFIELD FOOTACTION, INC.
BALDWIN HILLS FOOTACTION, INC.
BATON ROUGE FOOTACTION, INC.
BAY PLAZA FOOTACTION, INC
BEL AIR MALL FOOTACTION, INC.
BEL-AIR CENTER FOOTACTION, INC.
BERGEN FOOTACTION, INC.
BERKLEY MALL FOOTACTION, INC.
BONITA FAN CLUB, INC.
BONITA LAKES FOOTACTION, INC.
BOSSIER MALL FOOTACTION, INC.
BOULEVARD MALL FAN CLUB, INC.
BOULEVARD MALL FOOTACTION, INC.
BOYNTON BEACH FOOTACTION, INC.
BRAINTREE FOOTACTION, INC.
BRAZOS MALL FOOTACTION, INC.
BRICKYARD MALL FOOTACTION, INC.
BROAD STREET FOOTACTION, INC.
BROWARD MALL FOOTACTION, INC.
BRUNSWICK SQUARE FOOTACTION, INC.
BURLINGTON CENTER (N.J.) FOOTACTION, INC.
CAMBRIDGE GALLERIA FAN CLUB, INC.
CANAL AND BOURBON ST. FOOTACTION, INC.
CANTERBURY SQUARE FOOTACTION, INC.
CAPITAL CENTRE FOOTACTION, INC.




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<PAGE>



CARLSBAD FAN CLUB, INC.
CAROLINA EAST FOOTACTION, INC.
CAROUSAL CENTER FOOTACTION, INC.
CARSON MALL FAN CLUB, INC.
CARY FOOTACTION, INC.
CENTURY FOOTACTION, INC.
CHARLESTON FOOTACTION, INC.
CHARLOTTESVILLE FASHION SQ. FOOTACTION, INC.
CHATHAM RIDGE FOOTACTION, INC.
CHERRY HILL FOOTACTION, INC.
CHRISTIANA FOOTACTION, INC.
CHULA VISTA FAN CLUB, INC.
CIELO VISTA MALL FOOTACTION, INC.
CITADEL MALL FOOTACTION, INC.
CITY PLACE LONG BEACH FOOTACTION, INC.
CITY PLACE SILVER SPRINGS FOOTACTION, INC.
CODDINGTOWN FOOTACTION, INC.
COLISEUM-HAMPTON FOOTACTION, INC.
COLONIAL HEIGHTS FOOTACTION, INC.
COLUMBIA CENTER FOOTACTION, INC.
COLUMBIA FOOTACTION, INC.
COLUMBIA MALL FOOTACTION, INC.
COLUMBUS FAN CLUB, INC.
CORAL SQUARE FOOTACTION, INC.
CORTANA FOOTACTION, INC.
COVINA (CAL.) FOOTACTION, INC.
CRABTREE VALLEY FOOTACTION, INC.
CROSS COUNTY (N.Y.) FAN CLUB, INC.
CROSS CREEK MALL FOOTACTION, INC.
CROSSROADS CENTER FOOTACTION, INC.
CROSSROADS FOOTACTION, INC.
CT POST FAN CLUB, INC.
CUMBERLAND FOOTACTION, INC.
CUMBERLAND MALL FOOTACTION, INC.
CUTLER RIDGE MALL FOOTACTION, INC.
DARTMOUTH FAN CLUB, INC.
DEDHAM MALL FAN CLUB, INC.
DEERBROOK MALL FOOTACTION, INC.
DEL AMO FAN CLUB, INC.
DEPTFORD FOOTACTION, INC.
DEPTFORD OPEN COUNTRY, INC.
DESOTO SQUARE MALL FOOTACTION, INC.
DOLPHIN MALL FOOTACTION, INC.
DOVER MALL FOOTACTION, INC.
EAGLE ROCK PLAZA FOOTACTION, INC.
EAST TOWNE MALL FOOTACTION, INC.




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<PAGE>

EASTFIELD OPEN COUNTRY, INC.
EASTLAND MALL FOOTACTION, INC.
EASTLAND-COLUMBUS FOOTACTION, INC.
EASTPOINT MALL FOOTACTION, INC.
EASTRIDGE FAN CLUB, INC.
EASTRIDGE MALL FOOTACTION, INC.
EATONTOWN OPEN COUNTRY, INC.
ELIZABETH FOOTACTION, INC.
EMERALD SQUARE FOOTACTION, INC.
FA HQ, INC.
FAIR OAKS FOOTACTION, INC.
FAIRFIELD COMMONS FAN CLUB, INC.
FAIRGROUNDS SQ. FOOTACTION, INC.
FAIRLANE FOOTACTION, INC.
FAIRLANE MEADOWS FOOTACTION, INC.
FIESTA FOOTACTION, INC.
FIRST COLONY FOOTACTION, INC
FLORIDA MALL FOOTACTION, INC.
FLORIN CENTER FOOTACTION, INC.
FOOTACTION CENTER, INC
FOOTACTION GULFGATE MALL, INC.
FORD CITY FOOTACTION, INC.
FOREST HILLS FOOTACTION, INC.
FOREST VILLAGE PARK FOOTACTION, INC.
FOUR SEASONS FOOTACTION, INC.
FOX HILLS (CAL.) FAN CLUB, INC.
FREEDOM MALL FOOTACTION, INC.
FRESNO FAN CLUB, INC.
FULTON FOOTACTION, INC.
GADSDEN MALL FOOTACTION, INC.
GENTILLY WOODS FOOTACTION, INC.
GETTY SQUARE FOOTACTION, INC.
GLENDALE CENTER FOOTACTION, INC.
GLENDALE GALLERIA FOOTACTION, INC.
GOLDEN EAST CROSSING FOOTATION, INC.
GRAND AVENUE FOOTACTION, INC.
GRANGER FOOTACTION, INC.
GRANITE RUN FAN CLUB, INC.
GREECE TOWN MALL FAN CLUB, INC.
GREEN ACRES OPEN COUNTRY, INC.
GREENBRIAR MALL FOOTACTION, INC.
GREENSPOINT FOOTACTION, INC.
GURNEE MILLS FAN CLUB, INC.
HALLWOOD FOOTACTION, INC.
HAMILTON FAN CLUB, INC.
HAMILTON PLACE FOOTACTION, INC.






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<PAGE>

HAMTRAMCK FOOTACTION, INC.
HANES MALL FOOTACTION, INC.
HANFORD FAN CLUB, INC.
HARLEM-IRVING FOOTACTION, INC.
HARPER WOODS FOOTACTION, INC.
HARRISBURG EAST FOOTACTION, INC.
HATTISBURG FOOTACTION, INC.
HAYWOOD FOOTACTION, INC.
HICKORY HOLLOW MALL FOOTACTION, INC.
HICKORY RIDGE MALL FOOTACTION, INC.
HIGHLAND MALL FOOTACTION, INC.
HIGHLAND PARK FOOTACTION, INC.
HILLTOP FOOTACTION, INC.
HOMIGUERO FOOTACTION, INC
HUDSON MALL FOOTACTION, INC.
HULEN FOOTACTION, INC.
INDEPENDENCE CENTER FOOTACTION, INC.
INDEPENDENCE MALL FOOTACTION, INC.
INGRAM PARK FOOTACTION, INC.
IRVING FOOTACTION, INC.
IVERSON MALL FOOTACTION, INC.
JACKSONVILLE MALL FOOTACTION, INC.
JEFFERSON FOOTACTION, INC.
JESSAMINE FOOTACTION, INC.
KENNER FOOTACTION, INC.
KENWOOD FOOTACTION, INC.
KILLEEN MALL FOOTACTION, INC.
KINGS PLAZA FAN CLUB, INC.
LA PLAZA MALL FOOTACTION, INC.
LADERA CENTER FOOTACTION, INC.
LAKEFOREST FAN CLUB, INC.
LAKELAND SQUARE FOOTACTION, INC.
LAKEWOOD FAN CLUB, INC.
LAUREL CENTRE FOOTACTION, INC.
LAWNDALE PLAZA FOOTACTION, INC.
LINCOLN PARK FOOTACTION, INC.
LLOYD CENTER FAN CLUB, INC.
LONGVIEW FOOTACTION, INC.
LUFKIN FOOTACTION INC.
MACOMB MALL FOOTACTION, INC.
MACON MALL FOOTACTION, INC.
MADISON SQUARE MALL FOOTACTION, INC.
MAGNOLIA MALL FOOTACTION, INC.
MAINLAND MALL FOOTACTION, INC.
MALL @ BARNES CROSSING FOOTACTION, INC.
MALL AT 163RD ST. FOOTACTION, INC.


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<PAGE>

MALL DE AGUILAS FOOTACTION, INC.
MALL OF ABILENE FOOTACTION, INC.
MALL OF AMERICA FAN CLUB, INC.
MALL OF AMERICAS FOOTACTION, INC.
MALL ST. VINCENT FOOTACTION, INC.
MANASSAS FOOTACTION
MARKET CENTER FOOTACTION, INC.
MARKETPLACE AT HOLLYWOOD FOOTACTION, INC.
MCCREELESS MALL FOOTACTION, INC.
MD., WHEATON FOOTACTION, INC.
MEDIA CITY FAN CLUB, INC.
MELBOURNE SQUARE FAN CLUB, INC.
MENLO PARK FAN CLUB, INC.
MENLO PARK THOM MCAN, INC.
MERCED MALL FOOTACTION, INC.
MERRITT ISLAND FOOTACTION. INC.
MESILLA VALLEY MALL FOOTACTION, INC.
METRO NORTH FOOTACTION, INC.
METROCENTER MALL FOOTACTION, INC.
MIAMI FLAGLER FOOTACTION, INC.
MIAMI INTERNATIONAL FAN CLUB, INC.
MIDLAND PARK FOOTACTION, INC.
MILITARY CIRCLE FOOTACTION, INC.
MONDAWMIN FOOTACTION, INC.
MONTEBELLO FAN CLUB, INC.
MONTGOMERY MALL FOOTACTION, INC.
MT. BERRY SQUARE FOOTACTION, INC,
NEWBURGH MALL FOOTACTION, INC.
NEWPORT CENTER FAN CLUB, INC.
NEWPORT CITY THOM MCAN, INC
NORTH EAST FOOTACTION, INC.
NORTH MILWAUKEE AVENUE FOOTACTION, INC.
NORTH RIVERSIDE FAN CLUB, INC.
NORTH SHORE FOOTACTION, INC.
NORTHGATE - DURHAM FOOTACTION, INC.
NORTHGATE - SEATTLE OPEN COUNTRY, INC.
NORTHGATE FOOTACTION, INC.
NORTHLAND CENTER FOOTACTION, INC.
NORTHWEST FOOTACTION, INC.
NORTHWEST MALL FOOTACTION, INC.
NORTHWOODS MALL FOOTACTION, INC.
OAK HOLLOW FOOTACTION, INC.
OAK PARK FOOTACTION, INC.
OAKWOOD FOOTACTION, INC.
OCALA FOOTACTION, INC.
OCEAN COUNTY MALL FOOTACTION, INC.



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<PAGE>


OGLETHORPE FOOTACTION, INC.
OLD HICKORY MALL FOOTACTION, INC.
ORANGE PARK (FLA.) FOOTACTION, INC.
OXFORD VALLEY MALL FOOTACTION, INC.
PADRE FOOTACTION, INC.
PALM BEACH FOOTACTION, INC.
PARKCHESTER FOOTACTION, INC.
PARKDALE MALL FOOTACTION, INC.
PASADENA TOWNE SQUARE FOOTACTION, INC.
PATERSON MAIN FOOTACTION, INC.
PEARLRIDGE FOOTACTION, INC.
PECANLAND MALL FOOTACTION, INC.
PEMBROKE LAKES FOOTACTION, INC.
PERMIAN MALL FOOTACTION, INC.
PICO RIVERA FOOTACTION, INC.
PINE BLUFF FOOTACTION, INC.
PLAZA DEL CARIBE FOOTACTION, INC.
POST OAK MALL FOOTACTION, INC.
PRIEN LAKE FOOTACTION, INC.
PRINCE GEORGE'S FOOTACTION, INC.
PROVIDENCE COUNTY FAN CLUB, INC.
PUENTE HILLS FOOTACTION, INC.
QUAKER BRIDGE OPEN COUNTRY, INC.
RACEWAY FAN CLUB, INC.
RANDALL PARK FOOTACTION, INC.
REDONDO BEACH FOOTACTION, INC.
REGENCY SQUARE FOOTACTION, INC.
RICHLAND MALL FOOTACTION, INC.
RIO-WEST MALL FOOTACTION, INC.
RIVER CENTER FOOTACTION, INC.
RIVER RIDGE MALL FOOTACTION, INC.
RIVERCHASE FOOTACTION, INC.
RIVERGATE MALL FOOTACTION, INC.
ROCK HILL MALL FOOTACTION, INC.
ROLLING ACRES OPEN COUNTRY, INC.
ROOSEVELT FIELD OPEN COUNTRY, INC.
ROOSEVELT MALL (PA) FOOTACTION, INC.
SAN CADOS FOOTACTION, INC.
SAN JACINTO FOOTACTION, INC.
SAN LEANDRO FOOTACTION, INC.
SANTA ANITA FAN CLUB, INC.
SAWGRASS FAN CLUB, INC.
SECURITY SQUARE MALL FOOTACTION, INC.
SEMINARY SOUTH FOOTACTION, INC.
SERRAMONTE FOOTACTION, INC.
SHANNON FOOTACTION, INC.


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<PAGE>


SHARPSTOWN CENTER FOOTACTION, INC.
SIGNAL HILL MALL FOOTACTION, INC.
SOLANO FOOTACTION, INC.
SOUTH PARK MALL FOOTACTION, INC.
SOUTH PLAINS FOOTACTION, INC.
SOUTH SHORE FOOTACTION, INC.
SOUTHERN PARK FOOTACTION, INC.
SOUTHLAKE MALL FOOTACTION, INC.
SOUTHLAND TERRACE FOOTACTION, INC.
SOUTHLAND-HAYWARD FOOTACTION, INC.
SOUTHRIDGE FOOTACTION, INC.
SOUTHWEST CENTER FOOTACTION, INC.
SPRINGFIELD MALL FOOTACTION, INC.
SQUARE ONE FOOTACTION, INC.
ST. CLAIR FOOTACTION, INC.
ST. LOUIS CENTER FOOTACTION, INC.
STATEN ISLAND FAN CLUB, INC.
STEAMTOWN FOOTACTION, INC.
STONY BROOK FOOTACTION, INC.
SUMMIT PLACE FAN CLUB, INC.
SUNRISE FOOTACTION, INC.
TACOMA MALL FOOTACTION, INC.
TANGLEWOOD MALL R#14 FOOTACTION, INC.
TAYLOR TOWNSHIP FOOTACTION, INC
TEMPLE FOOTACTION, INC.
THE LANDINGS FOOTACTION, INC.
THE MEADOWS FAN CLUB, INC.
THE PARKS FOOTACTION, INC.
THE PLAZA FOOTACTION, INC.
THE VILLAGE FOOTACTION, INC.
TOWER CENTER FOOTACTION, INC.
TOWN EAST FOOTACTION, INC.
TREASURE COAST MALL FOOTACTION, INC.
TRI-COUNTY FOOTACTION, INC.
TROY FOOTACTION, INC.
TRUMBULL PARK FAN CLUB, INC.
TUCSON MALL FOOTACTION, INC.
TUKWILA OPEN COUNTRY, INC.
TULSA PROMENADE FOOTACTION, INC.
TWIN RIVERS MALL FOOTACTION, INC.
TYLER MALL FAN CLUB, INC.
TYRONE SQUARE FOOTACTION, INC.
UNIVERSITY FOOTACTION, INC.
UPPER DARBY FOOTACTION, INC.
VALLEY HILLS FOOTACTION, INC.
VALLEY VIEW SHOPPING CTR. FOOTACTION, INC.


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<PAGE>

VILLAGE MALL FOOTACTION, INC.
VINTAGE FAIRE FOOTACTION, INC.
VIRGINIA CENTER COMMONS FOOTACTION, INC.
W. MIFFLIN FOOTACTION, INC.
WARNER ROBINS GALLERIA FOOTACTION, INC.
WASHINGTON SQUARE FOOTACTION, INC.
WASHINGTON STREET FAN CLUB, INC.
WEST END MALL FOOTACTION, INC.
WEST OAKS FOOTACTION, INC.
WEST OAKS FOOTACTION, INC.
WEST TOWNE FOOTACTION, INC.
WESTERN HILLS FOOTACTION, INC.
WESTFARMS OPEN COUNTRY, INC.
WESTGATE FAN CLUB, INC.
WESTGATE FOOTACTION, INC.
WESTGATE MALL FOOTACTION, INC.
WESTLAND-HAILEAH FAN CLUB, INC.
WHITE MARSH OPEN COUNTRY, INC.
WHITE PLAINS GALLERIA FOOTACTION, INC.
WILLOWBROOK MALL FOOTACTION, INC.
WIREGRASS COMMONS FOOTACTION, INC.
WOODLAND HILLS FOOTACTION, INC.
WRIGLEY MARKETPLACE FOOTACTION, INC.


By:  /S/ MAUREEN RICHARDS
     ---------------------------
     Name:  Maureen Richards
     Title:  Senior Vice President, General Counsel
             and Corporate Secretary





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