Sample Business Contracts


Alliance Agreement - Foot Locker Retail Inc. and Converse Inc.

Collaboration Forms


               FOOT LOCKER RETAIL INC. CONVERSE ALLIANCE AGREEMENT

This agreement is between Foot Locker Retail Inc., including its Foot Locker and
Champs retail stores only, unless mutually agreed upon by the parties, and
Converse Inc.

Products:                Converse shall provide Foot Locker Retail Inc. with
                         exclusivity on Converse Performance Basketball footwear
                         among mall-based, athletic specialty retail stores in
                         the United States. This exclusivity shall include
                         Heritage Performance Basketball products, i.e., the
                         Pro-Leather and Weapon.

                         Converse shall create a new line of "All Star" branded
                         Performance Basketball footwear, which shall be sold
                         exclusively by Foot Locker Retail Inc. in its retail
                         stores, unless otherwise agreed upon by mutual consent.
                         These products shall include pinnacle products.
                         Converse shall introduce its new technologies and
                         performance enhancements through the "All Star" line of
                         Basketball footwear.

                         Converse shall provide Foot Locker Retail Inc. with the
                         exclusive right to sell in its retail stores in the
                         United States its basic and performance athletic
                         apparel. This apparel shall be developed, styled and
                         priced with the participation and approval of both
                         companies including trademark licensing and payment
                         terms.

[REDACTED]               As set forth in Exhibit A.

Apparel/                 As set forth in Exhibit A.
Accessories Fees:

Marketing:               Foot Locker Retail Inc. shall purchase an assortment of
                         products sufficient to make Converse a significant
                         presence in its stores. Foot Locker Retail Inc. shall
                         work with Converse to take advantage of in-store
                         visual, promotional and other marketing opportunities.

Term:                    This agreement shall extend through December 31, 2005
                         unless either party terminates this agreement upon 30
                         days written notice.

Sales Volume:            Foot Locker Retail Inc. shall increase its annual
                         [REDACTED] purchases of footwear products from Converse
                         in the United States for each successive calendar year
                         as set forth in Exhibit A.

                         Foot Locker Retail Inc. shall increase its audited
                         [REDACTED] sales of apparel products from Converse in
                         the United States for each successive calendar year,
                         this agreement is in effect in line with Exhibit A.

Terms:                   The terms and conditions of Foot Locker's Purchase
                         Order are incorporated herein by reference.
<PAGE>
Both sides shall act in good faith and exercise its best efforts in fulfilling
the terms and objectives of this agreement. Agreed on this 26 day of April,
2002,

For Converse Inc. /s/ Marsden Cason     For Foot Locker Retail Inc. /s/ Tim Finn


For Converse Inc. /s/ Jack Boys         For Foot Locker Retail Inc. ____________
<PAGE>
\                                    EXHIBIT A

[REDACTED]



                                  SALES VOLUME
---------------------------------------------------------------------------
                                   Footwear**                    Apparel***
                                   ----------                    ----------
                                                          
         2003                      [REDACTED]                    [REDACTED]
         2004                      [REDACTED]                    [REDACTED]
         2005                      [REDACTED]                    [REDACTED]


*Commences June 1, 2002

**The minimum annual [REDACTED] purchases in 2002 shall be [REDACTED] for Foot
Locker stores and [REDACTED] for Champs stores.

***The minimum annual [REDACTED] sales in 2002 shall be [REDACTED] for Foot
Locker stores and [REDACTED] for Champs stores.



                            APPAREL/ACCESSORIES FEES*
         --------------------------------------------------------
            ITEM                                       FEE AMOUNT
         ----------                                    ----------
                                                   
         [REDACTED]                                    [REDACTED]
         [REDACTED]                                    [REDACTED]
         [REDACTED]                                    [REDACTED]


*The audited [REDACTED] Fee shall be paid by Foot Locker Retail Inc. to Converse
Inc. quarterly upon Foot Locker Retail Inc.'s sale of [REDACTED]. [REDACTED]

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