Personal Services Agreement

PERSONAL SERVICES AGREEMENT

Parties: GSI West, Inc.

a California corporation ("Employer")

735 Bryant Street

San Francisco, CA 94107

DAMON MINTZER ("Executive")

15 Ketch Street

Marina del Rey, CA 90292

Date: June 12, 2001 (the "Start Date")

Background: Employer and certain of its affiliates are in the business of

developing and operating e-commerce and direct response retail businesses for

media, entertainment and other companies (the "Business"). Employer desires to

employ Executive to provide personal services in connection with the Business,

including without limitation the development, implementation and operation of a

new division (the "New Division") of Global Sports, Inc. ("Global"), and

Executive desires to accept such employment, on the terms and conditions stated

in this Personal Services Agreement (this "Agreement").

INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual

agreements stated below, Executive and Employer agree as follows:

1. Employment and Term. Unless terminated earlier as provided for herein

or extended by written agreement of the parties, Employer hereby employs

Executive, and Executive accepts such employment, subject to all of the terms

and conditions of this Agreement, for a term of three (3) years beginning on the

Start Date (the "Employment Period"). As used herein, the term "Contract Year"

shall mean each twelve (12) month period from July 1 to June 30 during the

Employment Period, with the first Contract Year commencing on July 1, 2001.

2. Position and Duties. Executive will serve as President and Chief

Operating Officer and in such capacity will have supervision and control over,

and responsibility for, the overall business, affairs and management of the New

Division. Executive will report to, and be subject to the direction of, the

Chief Executive Officer (the "CEO") of Global, as well as Employer's Board of

Directors (the "Board"). Executive will also have such other responsibilities

and duties consistent with his present duties and current position with

Employer, as may from time to time be prescribed by the CEO or the Board. During

the Employment Period, and so long as no notice of termination has been given by

Employer under Section 4.4 and no notice of resignation has been given by

Executive under Section 4.6, Executive will devote all of his working time,

energy, skill and best efforts to the performance of his duties hereunder in a

manner which will faithfully and diligently further the business and interests

of Employer.

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3. Compensation, Benefits and Expenses.

3.1 Base Salary. Employer will pay to Executive a monthly base salary

("Base Salary") of $25,000 per month, payable in accordance with Employer's

normal payroll practices, for each month during the Employment Period.

Executive's Base Salary will be reviewed by Employer on an annual basis. As used

in this Agreement, "Annual Base Salary" means the Base Salary multiplied by

twelve.

3.2 Bonuses. In addition to his Base Salary, for each Contract Year

during the Employment Period, Executive will be eligible to receive an incentive

bonus equal to 2% of the amount by which the operating income of the New

Division for such Contract Year, determined in accordance with generally

accepted accounting principles consistently applied, exceeds $2.0 million.

Executive will be entitled to receive such other bonuses as may be determined by

Employer from time to time (it being understood that Employer will have no

obligation to pay any other bonuses). The bonus amount to which Executive is

entitled under the first sentence of this Section 3.2 is referred to herein as

the "Bonus."

3.3 Benefits. During the Employment Period, Executive will be

entitled to participate and will be included in all equity incentive, stock

option, stock purchase, profit sharing, savings, bonus, health insurance, life

insurance, group insurance, disability insurance, pension, retirement and other

benefit plans or programs of Employer now existing, or established hereafter,

and offered to its management level personnel, subject to the terms and

provisions thereof. Employer

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