EXHIBIT 10.19

                             KEY EMPLOYEE AGREEMENT

To:      Michael Golden
         38 W. 21st Street, 7th Floor
         New York, NY 10010

         The undersigned,  Global Sports,  Inc., a Delaware corporation with its
principal  place of business  located at 555 S. Henderson Road, King of Prussia,
Pennsylvania 19406 (the "Company"), hereby agrees with you as follows:

Position and Responsibilities.

         1.1  You  shall  serve  as  Executive  Vice  President   Global  Sports
Interactive  ("GSI") (or in such other executive capacity as shall be designated
by  the  Board  of  Directors  or  Executive  Committee  of the  Company  and is
reasonably   acceptable  to  you)  and  shall  perform  the  duties  customarily
associated  with such position from time to time. In such capacity,  you will be
responsible for overall account  management of GSI outsourcing  clients,  on and
off-line marketing,  business  development,  technology,  creative,  production,
customer service and fulfillment operations.

         1.2 You  will  devote  your  full  time and your  best  efforts  to the
performance  of your  duties  hereunder  and the  business  and  affairs  of the
Company. You agree to perform such executive duties as may be assigned to you by
or on authority of the Company's Board of Directors or Executive  Committee from
time to time. You will report directly to the Chief Executive Officer.

         1.3 You will duly,  punctually,  and faithfully perform and observe any
and  all  rules  and  regulations  which  the  Company  may or  shall  hereafter
reasonably  establish  governing  your conduct as an employee and the conduct of
its business.

2.       Term of Employment.

         2.1 The  initial  term of this  Agreement  shall be for the  period set
forth in Exhibit  "A" annexed  hereto.  Thereafter,  the term of this  Agreement
shall be  automatically  renewed  for  successive  periods  of one (1) year each
unless  you or the  Company  shall give the other not less than three (3) months
prior written notice of non-renewal.  Notwithstanding  anything contained herein
to the contrary, your employment by the Company may be terminated as provided in
the following Sections 2.2 and 2.3.

         2.2 The Company  shall have the right to terminate  your  employment at
any time under this Agreement  prior to the expiration of the stated term in any
of the following ways:

                  (a)      on thirty  (30) days prior  written  notice to you in
                           the  event of your  disability  (disability  shall be
                           defined as your  inability  to perform  duties  under
                           this  Agreement  for an aggregate of ninety (90) days
                           out of any one hundred  eighty(180) day period due to
                           mental or physical disability);



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                  (b)      immediately,  without  prior  notice  to  you  by the
                           Company,  for  "Cause",  as defined in Section 2.3 of
                           this Agreement;

                  (c)      immediately,  without  prior  notice  to  you  by the
                           Company,  upon  your  death  or in the  event  of the
                           liquidation  or  reorganization  of the Company under
                           the federal  Bankruptcy Code or any state  insolvency
                           or bankruptcy law; or

                  (d)      at any  time,  without  Cause  (as  defined  herein);
                           provided,  however,  that if the  Company  terminates
                           your  employment  without  Cause (as defined  herein)
                           prior  to the  expiration  of the  stated  term,  the
                           Company  shall  continue to pay you your Base Salary,
                           as severance  pay, and provide you with your benefits
                           that you are  entitled to under  paragraph 4 (a), (b)
                           and (c) of the attached  Exhibit "A", for a period of
                           six  (6)  months  after  the  effective  date of your
                           termination (the "Severance Period").

         2.3 For  purposes  of  this  Agreement,  "Cause"  shall  mean:  (i) the
falseness or material  inaccuracy of any of your  warranties or  representations
contained  herein;  (ii) your willful failure or refusal to comply with explicit
directives  of the Board of Directors  or  Executive  Committee or to render the
services  required herein after notice thereof from the Company and your failure
to cure such failure or refusal within ten days of receipt of such notice; (iii)
a determination by the Company acting in good faith that you are responsible for
fraud or embezzlement involving assets of the Company, its customers,  suppliers
or affiliates or other  misappropriation  of the Company's assets or funds; (iv)
your conviction of a criminal felony offense; (v) the willful breach or habitual
neglect of your  obligations  under this Agreement or your duties as an employee
of the Company and your failure to cure such breach or neglect after notice from
the Company and your  failure to cure such notice or neglect  within ten days of
receipt of such notice; and/or (vi) habitual use of drugs.

         The  existence  of Cause (as defined  herein) for  termination  of your
employment by the Company shall be subject,  upon the written election by you or
the Company,  to binding  arbitration as provided in Section 9 hereof.  Further,
any dispute,  controversy  or claim  arising out of, in  connection  with, or in
relation  to,  the  definition  of Cause as set  forth  in  Section  2.3 of this
Agreement  shall be settled by arbitration as provided in Section 9 hereof.  Any
award or determination shall be final,  binding and conclusive upon the parties,
and a judgment rendered may be entered in any court having jurisdiction thereof.

         2.4 If  your  employment  is  terminated  because  of your  death,  all
obligations of the Company hereunder shall cease, except with respect to amounts
and obligations accrued to you through the thirtieth day after the date on which
your death has occurred.  Except as specifically  provided in Section 2.2(d), if
your  employment  is  terminated  by the  Company  for  any  other  reason,  all
obligations  of the Company  (except  with  respect to amounts  and  obligations
accrued to you prior to the date of termination)  shall cease  immediately as of
the date of termination.

         2.5 In addition to the  Company's  termination  rights set forth above,
you shall  have the right to  terminate  this  Agreement  for "Good  Cause",  as
hereinafter  defined.  As used  herein,  the term  "Good  Cause"  shall mean the
failure of the Company to employ you in the capacity and with the


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responsibilities for which you were hired as described in paragraph 1 above, and
the Company's  failure to correct such failure within thirty days of notice from
you of the  Company's  alleged  failure.  Should the  Company  not  correct  the
situation,  then you may again notify the Company of your  election to terminate
this Agreement,  effective thirty days from the date of the second notice.  Such
termination  by you  shall be  treated  as a  termination  without  Cause by the
Company and you shall be entitled to the benefits set forth in paragraph  2.2(d)
above.

         The existence of Good Cause (as defined herein) for termination of your
employment  by you shall be  subject,  upon the  written  election by you or the
Company,  to binding arbitration as provided in Section 9 hereof.  Further,  any
dispute, controversy or claim arising out of, in connection with, or in relation
to, the  definition of Good Cause as set forth in Section 2.5 of this  Agreement
shall be settled by  arbitration  as provided in Section 9 hereof.  Any award or
determination  shall be final,  binding and conclusive  upon the parties,  and a
judgment rendered may be entered in any court having jurisdiction thereof.

3.       Compensation.

         You shall  receive the  compensation  and benefits set forth in Exhibit
"A"  attached  hereto  ("Compensation")  for all  services to be rendered by you
hereunder  and for your  transfer of  property  rights,  if any,  pursuant to an
agreement  between you and the Company  relating to proprietary  information and
inventions  dated of even date herewith,  a copy of which is attached  hereto as
Exhibit "C" (the "Proprietary Information Agreement").

4.       Other Activities During Employment

         4.1 Except for any  outside  directorships  currently  held by you,  as
listed on Exhibit "B" attached hereto, and except with the prior written consent
of a disinterested  majority of the Company's Board of Directors,  which consent
will  not be  unreasonably  withheld,  you  will  not,  during  the term of this
Agreement,  undertake or engage in any other employment,  occupation or business
enterprise other than one in which you are an inactive investor.

         4.2 You hereby agree that,  except as disclosed on Exhibit "B" attached
hereto, you will not, during your employment hereunder,  directly or indirectly,
engage (i)  individually,  (ii) as an officer,  (iii) as a director,  (iv) as an
employee, (v) as a consultant,  (vi) as an advisor, (vii) as an agent (whether a
salesperson  or  otherwise),   (viii)  as  a  broker,  or  (ix)  as  a  partner,
co-venturer,  stockholder or other proprietor owning directly or indirectly more
than five percent (5%) interest in any firm,  corporation,  partnership,  trust,
association or other  organization  which is engaged in the planning,  research,
development,  production,  manufacture,  marketing,  sales  or  distribution  of
athletic  footwear,  rugged outdoor  footwear,  sportswear,  licensed  products,
related products, equipment or services or any other line of business engaged in
or under  demonstrable  development  by the  Company,  or any of its  subsidiary
corporations,   or  their  successors  and  assigns  (such  firm,   corporation,
partnership,   trust,  association,  or  other  organization  being  hereinafter
referred to as a "Prohibited Enterprise"). Except as may be shown on Exhibit "B"
attached hereto, you hereby represent that you are not presently engaged, in any
of the foregoing capacities (i) through (ix), in any Prohibited Enterprise.


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5.       Former Employment.

         5.1 You represent and warrant that your  employment by the Company will
not conflict  with and will not be  constrained  or  restricted  by any prior or
current  employment,  consulting  agreement  or  relationship,  whether  oral or
written.  You further represent and warrant that you do not possess confidential
information  arising  out  of  any  such  employment,  consulting  agreement  or
relationship which, in your best judgment,  would be utilized in connection with
your employment by the Company in the absence of Section 5.2.

         5.2 If, in spite of the second sentence of Section 5.1, you should find
that confidential  information  belonging to any other person or entity might be
usable in connection  with the Company's  business,  you will not  intentionally
disclose  to the  Company  or use on  behalf  of the  Company  any  confidential
information  belonging  to  any  of  your  former  employers;  but  during  your
employment  by the Company you will use in the  performance  of your duties only
information  which is  generally  known and used by persons  with  training  and
experience  comparable to your own and information  which is common knowledge in
the industry or otherwise legally in the public domain.

6.       Proprietary Information.

         You agree to  execute,  deliver and be bound by the  provisions  of the
Proprietary Information Agreement attached hereto as Exhibit "C".

7.       Post-Employment Activities.

         7.1  For a  period  of one  (1)  year  after  the  termination  of your
employment  with the  Company  or its  successors  and  assigns,  for any reason
whatsoever, the provisions of Section 4.2 shall remain applicable to you and you
shall comply therewith.

         7.2 For a period of one (1) year after the termination or expiration of
your employment  with the Company or its successors and assigns,  for any reason
whatsoever, you will not, absent the Board of Directors' prior written approval,
directly or  indirectly,  engage in  activities  similar to those  described  in
Section 4.2, nor render  services  similar or reasonably  related to those which
you shall have rendered hereunder,  to any person or entity whether now existing
or hereafter established which directly or indirectly competes with (or proposes
or plans to  compete  with)  the  Company  or any of its  subsidiaries  or their
successors and assigns ("Direct  Competitor") in the sale, either  traditionally
or through the Internet,  of sporting goods,  athletic footwear,  rugged outdoor
footwear,  sportswear,  licensed  products and related  products  and  services,
whether with respect to  merchandise  manufactured  by the Company or any of its
subsidiaries  or their  successors  and assigns for resale or  purchased  by the
Company or any of its subsidiaries or their successors and assigns as "closeout"
merchandise  for resale.  Nor shall you entice,  induce or  encourage  any other
employees  of the  Company or any of its  subsidiaries  or their  successors  or
assigns to engage in any activity which,  were it done by you, would violate any
provision of the Proprietary Information Agreement or this Section 7. As used in
this Agreement,  the term "any line of business engaged in or under demonstrable
development by the Company or any of its  subsidiaries  or their  successors and
assigns"  shall be  applied  as of the date of  termination  of your  employment
hereunder or as of the


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date of termination of any post-employment consultation, whichever occurs later.

         7.3  Notwithstanding  anything  contained in Section 7.1 or 7.2 of this
Agreement to the  contrary,  if your  employment by the Company is terminated by
the Company  without  Cause (as defined  herein),  then you will be bound by the
provisions  of  Sections  7.1 and 7.2 only  for the  duration  of the  Severance
Period.

         7.4 No provision of this  Agreement  shall be construed to preclude you
from  performing,  upon the expiration or termination of your employment (or any
post-employment  consultation),  the same  services  which  the  Company  hereby
retains you to perform for any person or entity which is not a Direct Competitor
of the Company or its subsidiaries or their  successors and assigns,  so long as
you do not  thereby  violate  any  term of  this  Agreement  or the  Proprietary
Information Agreement.

8.       Remedies.

         Your obligations  under the Proprietary  Information  Agreement and the
provisions of Sections 4.2, 7, 8, 9 and 11 of this  Agreement  shall survive the
expiration or termination of your  employment with the Company or its successors
and assigns  (whether  through your  resignation or otherwise).  You acknowledge
that a  remedy  at  law  for  any  breach  or  threatened  breach  by you of the
provisions of the  Proprietary  Information  Agreement or Sections 4 or 7 hereof
would be inadequate  and you therefore  agree that the Company shall be entitled
to injunctive relief in case of any such breach or threatened breach.

9.       Arbitration.

         Any dispute concerning this Agreement,  including,  but not limited to,
its existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single  arbitrator  in  Philadelphia,  Pennsylvania,  in  accordance  with the
expedited  procedures  of the  commercial  rules then in effect of the  American
Arbitration  Association.  Judgment upon any award may be entered in the highest
court, state or federal, having jurisdiction. The cost of such arbitration shall
be borne equally  between the parties  thereto unless the  arbitrator  elects to
award  costs  and  reasonable  attorneys  fees as part of the  award  which  the
arbitrator shall have the authority to do.

10.      Assignment.

         This  Agreement and the rights and  obligations  of the parties  hereto
shall  bind and inure to the  benefit  of any  successor  or  successors  of the
Company by  reorganization,  merger or consolidation  and any assignee of all or
substantially  all of its business and  properties,  but,  except as to any such
successor or assignee of the Company,  neither this  Agreement nor any rights or
benefits hereunder may be assigned by the Company or by you, except by operation
of law or by a further written agreement by the parties hereto.



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11.      Interpretation.

         IT IS THE INTENT OF THE  PARTIES  THAT,  in case any one or more of the
provisions  contained in this  Agreement  shall,  for any reason,  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect the other  provisions  of this  Agreement and
this Agreement shall be construed as if such invalid,  illegal or  unenforceable
provision had never been  contained  herein.  MOREOVER,  IT IS THE INTENT OF THE
PARTIES THAT, if any one or more of the  provisions  contained in this Agreement
is or becomes or is deemed  invalid,  illegal  or  unenforceable  or in case any
provision of this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, such provision shall be
construed by amending, limiting and/or reducing it to conform to applicable laws
so as to be valid  and  enforceable  or,  if it  cannot  be so  amended  without
materially  altering the intention of the parties,  it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.

12.      Notices.

         Any notice  which the  Company is required to or may desire to give you
shall be given by  registered  or  certified  mail,  return  receipt  requested,
addressed to you at your  address of record with the  Company,  or at such other
place  as you may  from  time  to  time  designate  in  writing,  with a copy to
_________________________________________.  Any notice which you are required or
may desire to give to the  Company  hereunder  shall be given by  registered  or
certified  mail,  return  receipt  requested,  addressed  to the  Company at its
principal  office,  or at such other office as the Company may from time to time
designate  in  writing  with a copy to Arthur H.  Miller,  Esquire,  Blank  Rome
Comisky & McCauley LLP, One Logan Square, Philadelphia, Pennsylvania 19103.

13.      Waivers.

         No waiver of any right under this Agreement  shall be deemed  effective
unless contained in a writing signed by the party charged with such waiver,  and
no waiver of any right  arising  from any breach or failure to perform  shall be
deemed to be a waiver of any  future  such right or of any other  right  arising
under this Agreement.

14.      Complete Agreement; Amendments.

         The  foregoing,  including  Exhibits "A", "B" and "C" attached  hereto,
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter  hereof,   superseding  any  previous  oral  or  written  communications,
representations,  understandings,  or agreements with the Company or any officer
or representative  thereof. This Agreement may be amended or modified or certain
provisions  waived only by a written  instrument  signed by the parties  hereto,
upon authorization of the Company's Board of Directors.

15.      Headings.

         The headings of the sections contained in this Agreement are inserted 
for convenience and


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reference only and in no way define, limit, extend or describe the scope of this
Agreement,  the  intent  of any  provisions  hereof,  and shall not be deemed to
constitute a part hereof nor to affect the meaning of this Agreement in any way.

16.      Counterparts.

         This Agreement may be signed in two  counterparts,  each of which shall
be deemed an original and both of which shall together constitute one agreement.

17.      Governing Law.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the Commonwealth of Pennsylvania.

         If you are in agreement with the foregoing, please sign your name below
and at the bottom of the  Proprietary  Information  Agreement  attached  hereto,
whereupon both  Agreements  shall become binding in accordance with their terms,
and return  this  Agreement  to the  Company.  (You may retain the  accompanying
counterpart of this Agreement enclosed herewith for your records).

                                Very truly yours,

                               GLOBAL SPORTS, INC.

                                     By: __/s/ Michael G. Rubin_________
                                     Name: Michael G. Rubin
                                     Title: Chairman and Chief Executive Officer
ACCEPTED AND AGREED:

_/s/ Michael Golden_______
MICHAEL GOLDEN

Date: ____3/28/99_________



<PAGE>



                                                                       EXHIBIT A

                   EMPLOYMENT TERM, COMPENSATION AND BENEFITS

                                       OF

       MICHAEL GOLDEN, EXECUTIVE VICE PRESIDENT GLOBAL SPORTS INTERACTIVE

1.       Term.

         The term of the  Agreement  to which this  Exhibit  "A" is annexed  and
incorporated  (the  "Agreement")  shall  commence  on February 4, 1999 and shall
terminate on December 31, 2003, unless renewed in accordance with Section 2.1 of
the Agreement or terminated prior thereto in accordance with Sections 2.2 or 2.3
of the Agreement.

2.       Compensation.

a.       Base Salary.  During the term of the Agreement you will be paid an 
         annual Base Salary based as follows:

         PERIOD                                               ANNUAL BASE SALARY

         Execution of the Agreement through
         December 31, 1999                                             $150,000

         January 1, 2000 through
         December 31, 2000                                             $160,000

         January 1, 2001 through
         December 31, 2001                                             $170,000

         January 1, 2002 through
         December 31, 2002                                             $180,000

         January 1, 2003 through
         December 31, 2003                                             $190,000

         b. Signing Bonus. Upon execution of this Agreement,  you will receive a
bonus in the amount of $30,000.

         c.  Performance   Bonuses.  You  will  have  the  opportunity  to  earn
performance  bonuses during each fiscal year of the Agreement,  in an amount not
to exceed 60% of your Base Salary.

         During  the  first  fiscal  year of the  Agreement,  you may  receive a
performance bonus as follows:


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                  (i)      up to 15% of your Base Salary,  based upon the timely
                           launch   (October  1,  1999)  of  all  Global  Sports
                           Interactive  ("GSI")  outsourcing  clients  signed by
                           March 1, 1999, not to exceed 12 retailers; and/or

                  (ii)     up to 15% of your Base  Salary  based  upon the gross
                           revenues of the Company's GSI business for the fiscal
                           year ending  December 31, 1999,  which revenues shall
                           be mutually  agreed upon by you and the Company on or
                           before March 31, 1999; and/or

                  (iii)    up to 15% of your Base Salary based upon your success
                           in creating the Company's  GSI business,  keeping its
                           overhead  within budget and  effectively  using funds
                           allocated to the GSI  business,  as determined by the
                           Company's Chief Executive Officer; and/or

                  (iv)     up to 15% of your Base Salary based upon your overall
                           performance  review,  as  determined by the Company's
                           Chief Executive Officer.

         During each subsequent fiscal year of the Agreement,  you may receive a
performance  bonus in an amount not to exceed 60% of your then Base  Salary,  as
determined  by the  Company's  Board of  Directors  following  consultation  and
discussion between you and the Board.

         All determinations as to meeting objective  standards for bonuses shall
be made solely by the Company's regularly retained certified public accountants,
whose  determinations  shall be final and binding upon the parties and shall not
be subject to any appeal.

         d. Payment of Base Salary.  Base Salary and Bonuses shall be payable in
accordance with the Company's payroll policies.

3.       Vacation.

         You  shall be paid  for and be  entitled  to all  legal  and  religious
holidays and two weeks paid vacation per annum, commencing the first year of the
Agreement; provided, however, you may not take more than one week of vacation at
a time.  All  vacation  time  shall be earned on a  quarterly  basis.  You shall
arrange for  vacations in advance and at such time or times as shall be mutually
agreeable  to you and the Company.  You shall be entitled to carry  forward into
the subsequent  year up to one (1) week of unused vacation time. You do not have
the right to receive pay in lieu of vacation.

4.       Insurance and Benefits.

         The  Company,  at its  expense,  shall  provide you with the  following
benefits  in the same  amounts  and  manner as  provided  to the  members of the
Company's senior management:

         (a)      health insurance;
         (b)      long term disability insurance;


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         (c)      term life insurance; and
         (d)      participation in the Company's 401K Plan.

         In addition,  the Company shall  provide you with the  following  other
benefits at the Company's expense:

         (a)      automobile allowance not to exceed $500 per month, which 
                  includes automobile
                  insurance; and
         (b) cell phone and cell phone account.

5.       Expenses.

         The  Company  shall  reimburse  you  promptly  for all  reasonable  and
ordinary business and out-of-pocket  expenses incurred by you in connection with
the  Company's  business  and in the  scope  of your  employment  hereunder,  as
approved by the Company, including, without limitation, reasonable and necessary
travel, lodging,  entertainment and meals incurred by you during the term of the
Agreement,  provided the expenses are incurred in  furtherance  of the Company's
business  and at the  request  of the  Company.  You agree to keep and  maintain
records of the  aforesaid  expenses  as may be  requested  by the Company and to
account to the Company for the expenses prior to reimbursement.

6.       Stock Option.

         Pursuant to the terms of the Company's 1996 Equity  Incentive Plan (the
"Plan"),  upon the execution of the Agreement,  the Company shall grant to you a
five year option (such option is intended to be an  "incentive  stock option" as
defined in Section 422 of the Internal Revenue Code of 1986, as amended,  but is
subject to the  requirements  set forth therein) to purchase up to  seventy-five
thousand  (75,000)  shares of the  Company's  common stock at an exercise  price
equal  to the  fair  market  value  (determined  by the  trading  price)  of the
underlying  common stock on the date that you commence your employment  pursuant
to the Agreement,  which option shall vest as follows: fifteen thousand (15,000)
shares shall vest on December 31, 1999;  fifteen thousand  (15,000) shares shall
vest on December  31,  2000;  fifteen  thousand  (15,000)  shares  shall vest on
December 31, 2001;  fifteen thousand  (15,000) shares shall vest on December 31,
2002; and fifteen thousand (15,000) shares shall vest on December 31, 2003.

         The complete  terms and  conditions of this award shall be set forth in
the  Option  Grant  Letter  (the  "Option  Grant   Letter")   delivered  to  you
simultaneous herewith. Any conflict between the terms of the Option Grant Letter
and the Agreement shall be governed by the Option Grant Letter.

         In the  event of the  termination  of your  employment  caused  by your
resignation,  your  dismissal  with or without Cause (as defined  herein),  your
disability  or your death,  or in the event of a change in control as defined in
Section 6.3(b) of the Plan,  your rights in the options shall be as set forth in
Article 6 of the Plan.




<PAGE>



7.       Relocation.

         You  agree  to  establish  your  residency  in  the  King  of  Prussia,
Pennsylvania  area  within (3) months from the date of the  Agreement,  with the
cost of such relocation to be borne by you.



INITIALS:

Employee: __/s/ MG___

Company: ________




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                                                     EXHIBIT B

                                       OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS

                                       OF

                                 MICHAEL GOLDEN

Outside Directorships         Company             Ownership         Percentage
1. Chairman of the Board      Iguana Studios      250 shares        25%
2. Director                   Worldly Investor    10,000 shares     less than 1%
3.                            Organic             185,000 shares    2.25%
4.                            Organic Holdings    20,000 shares     1%
5. Bd. of Advisors            Stan Lee Media      100,000 shares    1.5%

<PAGE>



                                                                      EXHIBIT C


--------------------------------------------------------------------------------


                       PROPRIETARY INFORMATION AGREEMENT

--------------------------------------------------------------------------------


To:      GLOBAL SPORTS, INC.
         555 South Henderson Road
         King of Prussia, PA 19406

         The undersigned ("Employee"), in consideration of and as a condition of
my employment or continued  employment by you and/or by companies which you own,
control,  or are affiliated with or their successors in business  (collectively,
the "Company"), hereby agrees as follows:

1.       Confidentialitv.

         I agree to keep  confidential,  except  as the  Company  may  otherwise
consent in writing,  and, except for the Company's  benefit,  not to disclose or
make any use of at any time either during or subsequent to my employment,  trade
secrets and Confidential Information (as hereinafter defined),  knowledge,  data
or other  information  of the  Company or any of its  subsidiaries  relating  to
products,  processes,  know-how,  techniques,  methods, designs,  formulas, test
data, customer lists,  business plans,  marketing plans and strategies,  pricing
strategies, or other subject matter pertaining to any business of the Company or
any of its affiliates or subsidiaries, which I may produce, obtain, or otherwise
acquire during the course of my employment, except as herein provided. I further
agree not to  deliver,  reproduce  or in any way allow any such  trade  secrets,
Confidential  Information,   knowledge,  data  or  other  information,   or  any
documentation  relating thereto, to be delivered to or used by any third parties
without specific direction or consent of a duly authorized representative of the
Company.

         As used herein,  "Confidential  Information"  shall mean information or
materials that I know or have reason to know is the  confidential or proprietary
information  of the  Company,  either  because  such  information  is  marked or
otherwise  identified  by  the  Company  as  confidential  or  proprietary,  has
commercial  value, or is not generally known in the Company's trade or industry.
Confidential  Information shall include,  without  limitation:  (a) concepts and
ideas relating to the development and distribution of content in any medium; (b)
trade secrets, drawings,  inventions,  know-how, software programs, and software
source documents; (c) information regarding plans for research, development, new
service offerings or products,  marketing and selling,  business plans, business
forecasts,   budgets  and  unpublished   financial   statements,   licenses  and
distribution  arrangements,  prices and costs, suppliers and customers;  and (d)
existence  of any  business  discussions,  negotiations  or  agreements  between
parties.



<PAGE>



2.       Conflicting Employment; Return of Confidential Information.

         I agree that during my employment with the Company I will not engage in
any other employment,  occupation,  consulting or other activity relating to the
business in which the Company is now or may hereafter  become engaged,  or which
would  otherwise  conflict with my obligations  to the Company.  In the event my
employment  with the Company  terminates for any reason  whatsoever,  I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings,  computer  disks,  documents and data of which I may obtain or produce
during the course of my employment,  and I will not take with me any description
containing or pertaining to any confidential  information,  knowledge or data of
the Company which I may produce or obtain during the course of my employment.

3.       Trade Secrets of Others.

         I represent  that my performance of all the terms of this Agreement and
as an employee of the Company does not and will not breach any agreement to keep
confidential  proprietary  information,  knowledge  or  data  acquired  by me in
confidence or in trust prior to my employment  with the Company,  and I will not
disclose to the  Company,  or induce the  Company to use,  any  confidential  or
proprietary  information  or  material  belonging  to any  previous  employer or
others.  I agree  not to enter  into any  agreement  either  written  or oral in
conflict herewith.

4.       Modification.

         I agree that any subsequent change or changes in my employment  duties,
salary or compensation or, if applicable,  in any Employment  Agreement  between
the Company and me, shall not affect the validity or scope of this Agreement.

5.       Arbitration.

         Any dispute  concerning this Agreement  including,  but not limited to,
its existence, validity, interpretation, performance or non-performance, arising
before or after termination or expiration of this Agreement, shall be settled by
a single  arbitrator  in  Philadelphia,  Pennsylvania,  in  accordance  with the
expedited  procedures  of the  commercial  rules then in effect of the  American
Arbitration  Association.  Judgment upon any award may be entered in the highest
court, state or federal, having jurisdiction. The cost of such arbitration shall
be borne equally  between the parties  thereto unless the  arbitrator  elects to
award  costs  and  reasonable  attorneys  fees as part of the  award  which  the
arbitrator shall have the authority to do.

6.       Binding Effect.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and their respective legal representatives and successors.



<PAGE>



7.       Interpretation.

         IT IS THE  INTENT  OF THE  PARTIES  THAT in case any one or more of the
provisions  contained in this  Agreement  shall,  for any reason,  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect the other  provisions of this Agreement,  and
this Agreement shall be construed as if such invalid,  illegal or  unenforceable
provision had never been  contained  herein.  MOREOVER,  IT IS THE INTENT OF THE
PARTIES  THAT  if any  one or more of the  provisions  of this  Agreement  is or
becomes or is deemed  invalid,  illegal or  unenforceable  or in case any one or
more of the provisions  contained in this Agreement shall for any reason be held
to be excessively broad as to duration, geographical scope, activity or subject,
such provision  shall be construed by amending,  limiting  and/or reducing it to
conform to applicable laws so as to be valid and enforceable or, if it cannot be
so amended without materially altering the intention of the parties, it shall be
stricken  and the  remainder  of this  Agreement  shall remain in full force and
effect.

8.       Waivers.

         No waiver of any right under this Agreement  shall be deemed  effective
unless contained in a writing signed by the party charged with such waiver,  and
no waiver of any right  arising  from any breach or failure to perform  shall be
deemed to be a waiver of any  future  such right or of any other  right  arising
under this Agreement.

9.       Entire Agreement; Modification.

         This Agreement constitutes the entire agreement between the parties and
supersedes   any  prior   oral  or  written   communications,   representations,
understandings  or  agreements  concerning  the subject  matter  hereof with the
Company or any officer or representative thereof. This Agreement may be amended,
modified,  or certain  provisions waived only by a written  instrument signed by
the parties hereto, upon authorization of the Company is Board of Directors.

10.      Headings.

         The headings of the Sections  contained in this  Agreement are inserted
for  convenience  and  reference  only and in no way  define,  limit,  extend or
describe the scope of this Agreement,  the intent of any provisions  hereof, and
shall not be deemed to  constitute  a part  hereof nor to affect the  meaning of
this Agreement in any way.

11.      Counterparts.

         This Agreement may be signed in two  counterparts,  each of which shall
be deemed an original and both of which shall together constitute one agreement.

12.      Governing Law.

         This Agreement shall be governed and construed in accordance with the
laws of the


<PAGE>


Commonwealth of Pennsylvania.

13.      Notices.

         All notices,  requests,  demands and communications which are or may be
required  to be given  hereunder  shall  be  deemed  given  if and when  sent by
registered or certified mail, return receipt requested,  postage prepaid, to the
following  addresses  (or, by written  notice to the other party,  to such other
address as may be specified by either party):

         If to the Company:         GLOBAL SPORTS, INC.
                                    555 South Henderson Road
                                    King of Prussia, PA 19406
                                    Attention: President

         With a copy to:            Arthur H. Miller, Esquire
                                    Blank Rome Comisky & McCauley LLP
                                    One Logan Square
                                    Philadelphia, PA 19103

         If to Employee:            Michael Golden
                                    705 Gawain Road
                                    Plymouth Meeting, PA 19462

         With a copy to:            

         In witness  whereof,  the undersigned  Employee has placed his/her hand
and seal hereto and the  Undersigned  Employer  has caused this  Agreement to be
executed with intent to be legally  bound  hereby,  the day and year first above
written.

                                                EMPLOYEE:

Date: _____3/28/99_                             ___/s/ Michael Golden___________
                                 MICHAEL GOLDEN

ACCEPTED AND AGREED:

GLOBAL SPORTS, INC.

By: __/s/ Michael G. Rubin_____________
       Name: Michael G. Rubin
       Title: Chairman and Chief Executive Officer

Date:    ___________________