AGREEMENT AND GENERAL RELEASE

         THIS AGREEMENT AND GENERAL RELEASE (`Agreement") is entered into by and
between R. Shawn Neville and hi/here own behalf and on behalf of his/her
representatives, attorneys, heirs, executors, administrators, successors and
assigns (hereinafter collectively, "Executive"), and Feet HQ, Inc. on behalf of
itself, Footstar corporation, Footstar, Inc. and each of their respective
subsidiaries, affiliates, divisions, officers, directors, Executives, agents,
representatives, attorneys, successors and assigns (hereinafter "Footstar"
and/or "Company"). In consideration of the covenants, conditions and obligations
set forth herein the parties agree as follows:

1.         Executive's last day of work with Footstar shall be March 26, 2004.

2.         Subject to the terms of this Agreement, and to Executive's use of
           reasonable efforts to secure employment (including employment on a
           consulting basis ) and provided Executive certifies continued
           unemployment on a monthly basis in writing to the Senior Vice
           President of Human Resources, Footstar agrees to pay Executive an
           amount equal to (26) weeks pay ("Severance Period"), calculated to be
           $275,000.00 (Two Hundred Seventy Five Thousand Dollars and 00 cents).
           Said payment to be paid to Executive in 14 biweekly installments of
           $21,153.85 (Twenty One Thousand One Hundred Fifty Three Dollars and
           85 Cents), less all required withholdings and/or deductions.
           Notwithstanding anything to the contrary contained herein, if
           Executive becomes employed or becomes a consultant during this period
           Executive shall promptly notify the Company and then any payments
           made pursuant to this Paragraph 2 shall cease, with a final pro-rata
           payment based on Executive's date of re-employment. Notices and/or
           certifications in accordance with this provision may be submitted to
           Mark G. Morrison, Senior Vice President Human Resources via facsimile
           transmission (845) 727- 6606 or email Mark.Morrison@footstar.com.
           Executive acknowledges that such consideration is separate from and
           in addition to any Company compensation and/or benefits due
           Executive.


3.         In the event Employee is unemployed following the last payment
           pursuant to Paragraph (2) above after using reasonable efforts to
           secure such employment, and verifies such unemployment in writing,
           Footstar agrees, based on all facts and circumstances, to consider
           providing additional severance payments during Executive's transition
           to new employment.


<PAGE>


4.         Footstar agrees not to contest any claim by Executive for
           unemployment benefits.

5.         EMPLOYEE BENEFIT PLANS: During the period in which payments are being
           made pursuant to Paragraph (2) Executive shall be permitted to
           continue to participate in the Medical and Dental Plans ("Plans" or
           "Plan") that were in effect for the Executive on the day immediately
           preceding Executive's separation. Not withstanding anything to the
           contrary contained herein, it is agreed and understood that in the
           event medical and/or dental insurance coverage become available as a
           result of obtaining other employment then in that event, Executive
           shall promptly notify the Company and the medical and dental
           insurance coverage described herein shall cease. It is further
           understood and agreed that Footstar, in its sole discretion, may from
           time to time, during the period following Executive's separation,
           increase or decrease the monthly contributions or change Plan
           provisions. If such changes are implemented, Executive's
           contributions and/or coverage will change in the same manner as for
           other active employees participating in the Plan. The medical and
           dental benefit continuation referred to in this paragraph will be
           provided through COBRA. Executive contributions for this coverage
           will remain at the same level an active employee pays under the group
           plan. If medical and dental coverage is elected beyond this period,
           the full COBRA rates will apply. Executive will not be entitled to
           participate in any other benefit program offered by the Company
           including but not limited to short term or long term disability plans
           or its life insurance program after March 26, 2004.

6.         STOCK OPTIONS: Executive shall continue to vest in any outstanding
           stock options through the last day of active employment, and shall
           have (90) days following the date of the last payment pursuant to
           Paragraph (2), to exercise such stock options pursuant to the terms
           of such options to the extent permitted and in compliance with
           applicable securities laws. Executive shall not be eligible for any
           additional stock option grants and shall forfeit any stock options
           not then vested and/or exercised.

7.         SWITCH TO EQUITY PLAN (STEP): Executive shall receive 100% of the
           Executive's deferred vested shares as soon as practicable after March
           26, 2004.

8.         401(k) PROFIT SHARING PLAN: Executive shall not be entitled to
           continue to make contributions to his/her 401(k) account after March
           26, 2004. Executive shall be responsible for repayment of any
           outstanding loan balance to the Plan.




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<PAGE>




9.         LOANS: Executive acknowledges receipt of (2) loans in connection with
           his relocation from Texas to New Jersey in the aggregate amount of
           $161,878.00 with interest. Subject to the terms and conditions of
           this Agreement, the Company shall forgive both loans, including any
           interest.

10.        It is agreed that the sums paid in accordance with Paragraph (2)
           shall be deemed to include and shall constitute full payment for any
           and all vacation, vacation pay, incentive compensation, severance
           compensation, bonuses, commissions, draws and other forms of
           compensation to which Executive may be entitled, and whether earned
           or calculated on a pro rata basis; EXCEPT FOR (1) WEEK UNUSED,
           ACCRUED 2004 VACATION TIME.

11.        In consideration for the Company's agreement to the provisions and
           payment of amounts set forth in this Agreement:

           (A) Executive expressly releases and forever discharges the Company
               and its representatives, agents, predecessors, successors, parent
               companies, subsidiaries, affiliates, principals and insurers (and
               their current and former officers, directors, employees, agents,
               shareholders, successors and assigns), and nay and all employee
               benefit plans (and any fiduciary of such plans) sponsored by any
               of them, and all other persons, firms or corporations who might
               be claimed to be liable by Executive, from any and all claims,
               actions, causes of action. Losses, damages (including actual,
               liquidated, compensatory, punitive or other damages), demands,
               promises, agreements, obligations, costs, expenses and attorneys
               fees, known or unknown, which Executive now has or may later
               discover or which may hereafter exist against them, or any of
               them, in connection with or arising directly or indirectly out of
               or in any way related to any and all matters, transactions,
               events or other things occurring prior to the effective date of
               this Agreement, including those arising out of or in connection
               with Executive's employment with Footstar or arising out of
               events, facts or circumstances which either preceded, flowed from
               or followed the cessation of Executive's employment with Footsar,
               or which occurred during the course of Executive's employment
               with Footstar or incidental thereto, and including but not
               limited to any arising under Title VII or the Civil Rights Act of
               1964, as amended; the Age Discrimination In Employment Act of
               1967, as amended; the Civil Rights Act of 1991, as amended; the



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<PAGE>

               Executive Retirement Income Security Act of 1964, as amended, the
               Family and medical Leave Act, as amended; 42 U.S.C. Section 1981
               through 1988, CEPA (N.J.S.A. 34:19-1 et. seq.), the Occupational
               Safety and Health Act, Worker Adjustment Retraining Notification
               Act, the American's with Disabilities Act, the Fair Credit
               Reporting Act, the Immigration Reform Control Act, the National
               Labor Relations Act, or under any other federal, state or local
               civil or human rights law, public policy, tort or contract law,
               or under any other local, state or federal law, ordinance and
               regulation, or under common law.

           (B) Executive affirms that Executive has not filed, caused to be
               filed, and presently is not a party to any claim, complaint or
               action against the Company in any forum or form. Executive
               further affirms that Executive has been paid and/or has received
               all leave (paid or unpaid), compensation, wages, bonuses,
               commissions, and/or benefits to which Executive may have been
               entitled and that no other leave (paid or unpaid), compensation,
               wages, bonuses, commissions and/or benefits are due to Executive.
               Executive furthermore affirms that Executive has no known
               workplace injuries or occupational diseases and had been provided
               and/or has not been denied any leave requested under the Family
               Medical Leave Act and/or any other federal, state or local leave
               law. Executive further affirms Executive has not complained of
               and is not aware of any fraudulent activity or any act(s) which
               would form the basis of a claim of fraudulent or illegal activity
               against the Company or any of its employees. In the event
               Executive is subject to subpoena, court order or otherwise
               compelled to testify, appear or provide information regarding the
               Company, within (3) days of Executive's receipt of said subpoena,
               court order or other notification, Executive will provide written
               notice, via facsimile transmission and mail to Footstar, One
               Crosfield Avenue, West Nyack, NY 10994 Attention: Legal
               Department; Facsimile Number (845) 727-6661 to the Company
               without regard to who brought the action, suit, cause of action
               or claim.

           (C) Executive understands and agrees that the claims released and
               discharged herein are forever waived and relinquished by this
               Agreement, and that this Agreement expressly contemplates the
               total extinguishment of any and all such claims. Executive
               further agrees that because of circumstances unique to Executive,
               including but not limited to, irreconcilable differences with the
               Company, Executive shall not seek employment with Footstar at any
               time after the effective date of this Agreement. Executive
               specifically acknowledges that his provision applies equally to
               all persons and entities described in Paragraph (11)A above as
               well as to Footstar, itself.



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12.        Executive agrees to cooperate with the Company by making
           himself/herself reasonable available to testify on behalf of the
           Company or any Subsidiary or affiliate of the Company, in any action,
           suit or proceeding whether civil, criminal, administrative or
           investigative, and to assist the Company, or any Subsidiary or
           affiliate of the Company, in any action, suit or proceeding by
           providing information and meeting and consulting with Company
           representatives or counsel or any Subsidiary or affiliate of the
           Company as requested. The Company agrees to reimburse Executive, for
           all reasonable and necessary out of pocket expenses incurred in
           connection with his provision of testimony or assistance (excluding
           attorneys fees Executive may incur because of retention of counsel,
           independent of Employer's counsel, to assist in any threatened or
           pending litigation). A breach of this provision by Executive shall be
           considered a material breach of this Agreement.

13.        LIABILITY INSURANCE INDEMNIFICATION. The Company acknowledges that
           Executive was covered by the Company's Director's & Officers
           liability insurance policy during the course of his employment as an
           Officer of the Company. The Company agrees that if the Executive is
           made a party, or is threatened to be made a party, to any action,
           suit or proceeding, whether civil or criminal (a "Proceeding"), by
           reason of the fact that he was a director, officer or Executive of
           the Company, the Executive shall be held harmless to the fullest
           extent legally permitted or authorized by the Company's Director's &
           Officer's liability insurance policy against all cost, expense,
           liability and loss (including without limitation, attorneys fees,
           judgments, fines, or penalties and amounts paid or to be paid in the
           settlement) reasonably incurred or suffered by the Executive in
           connections therewith.

14.        Executive represents and agrees that Executive will keep confidential
           the terms and execution of this Agreement. The sole exceptions to
           this confidentiality provision are for communications to Executive's
           immediate family, personal attorney (and attorney's Executives),
           accountant or financial advisor, or as required by law and then, only
           on the condition that Executive shall advise such person or entity
           that the terms of the Agreement are confidential and further
           disclosure is prohibited. A breach of this provision shall be
           considered a material breach of this Agreement. Notwithstanding the
           foregoing, it is agreed and understood by the parties that in the
           event Executive is required to disclose the existence of this




                                      -5-
<PAGE>

           Agreement or its terms and conditions by process of law, the
           restrictions and limitations of this Paragraph (14) shall be released
           and the Executive shall be permitted, as he is required so by law, to
           fully comply with the terms of the lawful process served upon him.

15.        Executive agrees that Executive will make no statements or remarks to
           anyone, including any of Executive's potential employers or to the
           Company suppliers, vendors or customers, about Footstar or any of the
           entities and person described in Paragraph 11(a) above, that are
           disparaging, derogatory or defamatory to them. A breach of this
           provision shall be considered a material breach of this Agreement.

16.        Executive covenants and agrees that Executive ill direct all
           prospective employer inquiries or any other inquiries regarding this
           employment to Mark G. Morrison, Senior Vice President of Human
           Resources - Footstar, One Crosfield Avenue, West Nyack, NY 10994. The
           Company agrees to inform any prospective employer concerning
           Executive's former employment only of the dates of Executive's
           employment, Executive's position held and Executive's last salary.

17.        Executive agrees that in Executive's position as CEO and
           President-Athletic Division, Executive has been made privy to certain
           confidential information, proprietary property and trade secrets of
           the Company and that disclosure or use by Executive of such
           information, property or trade secrets would damage the Company.
           Executive agrees that he will hold in confidence and will not,
           without the Company's prior written permission, use, disclose or
           disseminate (or act so as to cause the use, disclosure or
           dissemination of) any such confidential information, property or
           trade secrets. The obligations set forth in this provision shall not
           apply to any confidential information, property or trade secrets,
           which have become generally known to the public through no act or
           limitation upon the Executive.

18.        Executive covenants and agrees that he shall return any and all
           property, including all copies or duplicates thereof belonging to the
           Company, including but not limited to, keys, security cards,
           equipment, documents, supplies, customer lists and customer
           information, confidential documents, etc. by no later than end of
           business on April 16, 2004. A breach of this provision shall be
           considered a material breach of this Agreement.



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<PAGE>


19.        Executive covenants and agrees that he has complied with the Footstar
           Code of Conduct and has not violated and has not been asked to
           violate any Company policy in performing his responsibilities for the
           Company. Additionally, Executive acknowledges that as a Senior
           Executive of the Company he has a responsibility to report any
           violation of Company policy and/or suspected violation of law to the
           General Counsel. Executive warrants and affirms he is not been
           involved in or aware of any violation of Company Policy or question
           regarding the legality of any action taken by or on behalf of the
           Company. A breach of this provision shall be considered a material
           breach of this Agreement.

20.        Executive covenants and agrees that through March 26, 2005, Executive
           will not directly or indirectly, hire or engage on behalf of
           Executive or any other person or entity, any person known to
           Executive to be a current employee or representative of the Company.
           Executive further agrees that he will not, directly or indirectly,
           during such period intentionally suggest, assist or influence the
           engagement or hiring by any other person or entity of any person
           known to Executive to be a current employee or representative of the
           Company, nor will Executive directly or indirectly intentionally
           encourage or induce any person or entity or any person known to
           Executive to be a current employee, distributor, source, supplier,
           customer or contractor of the Company to sever his, her or its
           relationship with the Company or intentionally do anything else which
           would be adverse in any material or substantial respect to the
           interests of the Company.

21.        Executive agrees that in the event Executive materially breaches or
           violates any provision of this Agreement then the Company, in
           addition to any other rights or remedies it may have, shall have no
           obligation to make any further payments otherwise due Executive
           pursuant to this Agreement and the Company shall be entitled to
           recover from Executive any sums paid or expenses incurred by the
           Company on behalf of the Executive pursuant to this Agreement without
           reinstatement of any claim or demand Executive has settled through
           this Agreement, provided, however this provision does not apply to
           any claims brought pursuant to the Age Discrimination in Employment
           Act or the Older Workers Benefit Protection Act.

22.        Nothing contained in this Agreement, or the fact the parties have
           signed the Agreement and exchanged the consideration provided
           hereunder, should be construed to be an admission of liability of
           wrongdoing on the part of either party. Moreover, neither this
           Agreement or anything herein shall be admissible in any proceedings
           as evidence of, or an admission by, the Company of any violation of
           any federal, state or local laws, or of their own policies or
           procedures. This Agreement shall not be admissible in any forum
           except to secure enforcement of its terms and conditions, or as
           required by law.



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<PAGE>


23.        No waiver of any breach of any term or conditions of this Agreement
           shall be or shall be construed to be a waiver of any other breach of
           this Agreement. No waiver shall be binding under this Agreement
           unless in writing and signed by the party waiving such breach.

24.        This Agreement shall be construed according to and governed by the
           laws of the State of New York and all disputes governing this
           Agreement shall be brought in a court of competent jurisdiction in
           the State of New York.

25.        If any of the provisions, terms, clauses or waivers or releases of
           claims or rights contained in this Agreement are declared illegal,
           unenforceable, or ineffective in a legal forum, all other provisions,
           terms, clauses and waivers and releases of claims and rights
           contained in the Agreement shall remain valid and binding upon both
           parties, and the Court shall have the power to modify the invalid and
           unenforceable provisions in a manner which most closely fulfills the
           intent and terms of this Agreement as herein set forth.

26.        This Agreement may not be changed, altered and/or modified except by
           a writing signed by Executive and the Company.

27.        The parties agree that this Agreement may be executed in
           counterparts, each of which shall be deemed to constitute an executed
           original.

28.        In the event it shall be determined that there is ambiguity contained
           in this Agreement, said ambiguities shall not be construed against
           any party hereto as a result of such party's preparation of this
           Agreement, but shall be construed in favor or against either of the
           parties hereto in light of all the facts, circumstances and
           intentions of the parties at the time this Agreement goes into
           effect.

29.        Executive acknowledges that Executive has been provided with, and has
           read a copy of the Agreement. EXECUTIVE FURTHER ACKNOWLEDGES THAT
           EXECUTIVE HAS HAD A PERIOD OF FORTY FIVE (45) DAYS TO EXAMINE THE
           TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND HAS BEEN ADVISED
           TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND
           EXECUTIVE HAS USED AS MUCH OF THE AFORESAID FORTY FIVE (45) DAY
           PERIOD AS HE/SHE DESIRED BEFORE ENTERING INTO THIS AGREEMENT.
           Executive further acknowledges that Executive has executed this
           Agreement freely and voluntarily, without fraud, duress or undue
           influence of any kind or nature whatsoever.



                                      -8-
<PAGE>



30.        Notwithstanding anything to the contrary contained in this Agreement
           Executive shall have the right to revoke this agreement for a period
           of seven (7) days following execution of the Agreement by both
           parties. It is agreed and understood that this Agreement will not
           become effective until the expiration of the seven (7) day period. In
           the event Executive elects to revoke this Agreement, upon revocation,
           this Agreement shall be deemed null and void and Executive shall not
           receive payment hereunder. Revocation should be made by providing
           notice to the Company in accordance with Paragraph 31 below, which
           notice must be received by Footstar no later than the close of
           business on the seventh (7th) day after the date upon which the
           Agreement is executed by both parties.

31.        All notices or other communications shall be deemed to be given if
           delivered by hand, sent via overnight delivery (for which a receipt
           is obtained), or mailed (certified or registered mail), with postage
           prepaid as follows:

           TO COMPANY: One Crosfield Avenue, West Nyack, NY 10994, Attn: Senior
           Vice President Human Resources, or such other persons and/places as
           the Company may designate in writing to Executive.

32.        This Agreement shall be binding and shall inure to the benefit of the
           parties and their respective heirs, legal representatives, successors
           and assigns.

33.        This Agreement contains the entire understanding of the parties
           relative to the employment relationship. All prior agreements between
           the parties with respect to the employment relationship are
           superceded and of no further force and effect.

EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS READ AND UNDERSTANDS
THIS AGREEMENT, ANDTHAT EXECUTIVE HAS SIGNED THIS AGREEMENT VOLUNTARILY FOR
THE PURPOSES OF RECEIVING ADDITIONAL BENEFITS FROM THE COMPANY BEYODN THOSE
PROVIDED BY COMPANY POLICY.



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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
consisting of [11] pages including this signature page.

FOOTSTAR:                                EXECUTIVE:

By:                                     By: /s/ R. SHAWN NEVILLE
   ---------------------------             ---------------------------
                                                  R. Shawn Neville

Sworn and subscribed                     Sworn and subscribed
before me on this                        before me on this
___day of _______,2003                   15th day of April 2004

                                          /s/ LUCY A. STUART
---------------------                    -----------------------
Notary Public                            Notary Public
My Commission Expires:                   My Commission Expires:

/S/ MARK G. MORRISON                      LUCY ANN STUART
---------------------                     NOTARY PUBLIC
Senior Vice President                     MY COMMISSION EXPIRES: APR. 30, 2005
Human Resources
Sworn and subscribed
before me on this
19th day of April 2004

/s/ TRACY PEPLOWSKI
-------------------
Notary Public
My Commission Expires:
TRACY PEPLOWSKI
NOTARY PUBLIC, STATE OF NEW YORK
NO O1PE6067335
QUALIFIED IN ROCKLAND COUNTY
COMMISSION EXPIRES 12/10/2004









                                                        Shawn Neville
                                                        /s/ SN
                                                        --------------
                                                        INITIALS



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