EXHIBIT 10.40-G



                      CONSENT AND AMENDMENT NO. 7 TO LOAN DOCUMENTS

                                                                  March 19, 1999

Foothill Capital Corporation
11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025

Ladies and Gentlemen:

         Foothill Capital Corporation ("Foothill") and KPR Sports International,
Inc.  ("KPR")  and RYKA Inc.  ("Ryka",  and  together  with  KPR,  individually,
"Borrower" and  collectively,  "Borrowers")  have entered into certain financing
arrangements  pursuant to the Amended and Restated  Loan and Security  Agreement
dated as of December 15, 1997 ("Restated Loan  Agreement") by and among Foothill
and  Borrowers  as amended by Consent,  Amendment  No. 1 to Loan  Documents  and
Subordination Agreement,  dated January 28, 1998, Amendment No. 1 to Amended and
Restated Loan and Security Agreement dated February 20, 1998, Consent, Amendment
No. 2 to Loan  Documents and Waiver as to Certain  Events of Default dated March
25, 1998, and Consent and Amendment No. 3 to Loan Documents  dated as of May 12,
1998 and  Amendment  No. 4 to Loan  Documents  and Waiver,  dated July __, 1998,
Amendment No. 5 to Loan  Documents,  dated December 3, 1998  (collectively,  the
"Loan  Agreement")  and  Consent and  Amendment  No. 6 to Loan  Documents  dated
January 29,  1999 and all  agreements,  documents  and  instruments  at any time
executed and/or delivered in connection  therewith or related thereto  (together
with the Loan Agreement as the same are amended  hereby,  and as the same may be
amended,  modified,  supplemented,  extended,  renewed,  restated  or  replaced,
collectively,  the "Loan  Documents").  All capitalized  terms used herein shall
have the  meanings  assigned  thereto in the  Restated  Loan  Agreement,  unless
otherwise defined herein.

         Borrowers have  requested  that Foothill  consent to the formation of a
new [indirectly]  wholly-owned  subsidiary of Global Sports,  Inc. (the "Holding
Company"),  namely, Global Sports Interactive,  Inc., a Pennsylvania corporation
(the "Web Subsidiary").

         Foothill  is willing to consent to the  foregoing  subject to the terms
and conditions  contained  herein.  By this Consent and Amendment,  Foothill and
Borrowers desire and intend to evidence such consent and amendments.

         In consideration of the foregoing, the parties hereto agree as follows:

         1. Schedule 5.8.  Schedule 5.8 of the Restated Loan Agreement is hereby
amended by adding the following to the end thereof:


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                           -        Global Sports Interactive, Inc.
                           -       PENNSYLVANIA CORPORATION
                           -       10,000 SHARES OF COMMON STOCK AUTHORIZED
                           -       100 SHARES OWNED BY GLOBAL SPORTS, INC.
                                   WHICH IS 100% OF THE ISSUED AND
                                   OUTSTANDING STOCK

         2. Consent to Formation of Web Subsidiary.  Pursuant to Section 7.13 of
the Restated Loan Agreement,  Section 5.7(c) of the General  Security  Agreement
dated as of December 15, 1997 executed and delivered by Holding  Company and any
other  applicable  provision of the Loan  Documents,  Borrowers  and  Guarantors
hereby  request and Lender  hereby  consents to the  formation of Global  Sports
Interactive,  Inc.,  a  Pennsylvania  corporation,  to be owned as set  forth on
amended Schedule 5.8 of the Restated Loan Agreement;  provided,  that, Borrowers
and Guarantors  covenant that Borrowers and Guarantors shall not contribute more
than $1,000,000  (including all  contributions  made through the date hereof) in
the  aggregate to Web  Subsidiary  until such time as Web  Subsidiary  is made a
party to the Loan Documents on terms and conditions acceptable to Lender.

         3.  Representations  and  Warranties.   In  addition  to,  and  not  in
limitation  of,  the  continuing   representations,   warranties  and  covenants
heretofore  or  hereafter  made by  Borrowers  to Foothill  pursuant to the Loan
Documents,  each Borrower hereby represents,  warrants and covenants with and to
Foothill  as  follows  (which  representations,  warranties  and  covenants  are
continuing  and shall  survive the  execution  and delivery  hereof and shall be
incorporated into and made a part of the Loan Documents):

                  (a) As of the date  hereof,  and  after  giving  effect to the
consents set forth in  paragraph 2 hereof,  there exists no Event of Default and
no condition  or event or other state of facts which,  with the giving of notice
or lapse of time, or both, would constitute an Event of Default.

                  (b) This  Consent and  Amendment  has been duly  executed  and
delivered by each Borrower and each Guarantor and is in full force and effect as
of the date hereof, and the agreements and obligations of each Borrower and each
Guarantor  contained herein constitute legal,  valid and binding  obligations of
each  Borrower and each  Guarantor  enforceable  against each  Borrower and each
Guarantor in accordance with their respective terms.

                  (c) All of the representations and warranties set forth in the
Loan Agreement and the other Loan Documents are true and correct in all material
respects  on and as of the  date  hereof  as if made on the date  hereof,  after
giving  effect  to  the  consent  set  forth  in  paragraph  2  hereof  and  the
consummation  of the formation of the Web  Subsidiary,  except to the extent any
such  representation  or warrant is made as of a specified  date,  in which case
such  representation  or  warranty  shall have been true and  correct as of such
date.

         4.  Conditions  Precedent.  The consent and amendments  herein shall be
effective  upon the  receipt by Foothill of a  counterpart  of this  Consent and
Amendment, duly authorized, executed and delivered by Borrowers and Guarantors.


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         5. Effect of this Consent and Amendment.

                  (a) Except as modified  pursuant  hereto,  no other changes or
modifications  to the Loan  Documents  are  intended or implied and in all other
respects  the Loan  Documents  are hereby  specifically  ratified,  restated and
confirmed by all parties hereto as of the effective  date hereof.  To the extent
of any conflict between the terms hereof and the other Loan Documents, the terms
hereof shall control.

                  (b) In  addition  to,  and not in  limitation  of, any term or
provision  contained  in the Loan  Agreement  or any other  Loan  Document  that
prohibits  the  disposal  of assets of any  Borrower  or  Guarantor,  including,
without  limitation,  Section  7.4 of  the  Restated  Loan  Agreement,  none  of
Borrowers or Guarantors shall,  without the prior written consent of Foothill in
each instance, dispose of any assets of any Borrower or Guarantor to any Person.

         6. Further  Assurances.  The parties  hereto shall  execute and deliver
such additional documents and take such additional action as may be necessary or
desirable  to  effectuate  the  provisions  and  purposes  of this  Consent  and
Amendment.

         7. Governing Law. The rights and  obligations  hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.

         8. Binding Effect. This Consent and Amendment shall be binding upon and
inure  to the  benefit  of each  of the  parties  hereto  and  their  respective
successors and assigns.

         9.  Counterparts.  This  Consent and  Amendment  may be executed in any
number of counterparts,  but all of such counterparts shall together  constitute
but one and the same  agreement.  In making proof of this Consent and Amendment,
it shall not be  necessary  to produce or account for more than one  counterpart
thereof signed by each of the parties hereof.

         Please sign the enclosed  counterpart  of this Consent and Amendment in
the space provided below,  whereupon this Consent and Amendment,  as so accepted
by Foothill, shall become a binding agreement among Borrowers and Foothill.

                                                  Very truly yours,

                         KPR SPORTS INTERNATIONAL, INC.

                                                  By:      /s/ Michael G. Rubin 

                                                  Title:   Chairman and CEO


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                                                     RYKA, INC.

                            By: /s/ Michael G. Rubin
                             Title: Chairman and CEO

AGREED:

FOOTHILL CAPITAL CORPORATION

By:      /s/ Erik R. Sawyer                                   

Title:     Vice President                              


ACKNOWLEDGED AND AGREED TO
IN ALL RESPECTS:

APEX SPORTS INTERNATIONAL, INC.

By:      /s/ Michael G. Rubin                                          

Title:            Chairman and CEO                                     


MR MANAGEMENT INC.

By:      /s/ Michael G. Rubin                                          

Title:            Chairman and CEO                                     


GLOBAL SPORTS, INC.

By:      /s/ Michael G. Rubin                                          

Title:            Chairman and CEO                                     


                                        [SIGNATURES CONTINUE ON NEXT PAGE]

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                                     [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



G.S.I., INC.

By:      /s/ Michael G. Rubin                        

Title:   Chairman and CEO                            


GLOBAL SPORTS INTERACTIVE, INC.

By:      /s/ Michael G. Rubin                        

Title:   Chairman and CEO                            


         /s/ Michael G. Rubin                        
            MICHAEL RUBIN




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