TRANSACTION MANAGEMENT SERVICES AGREEMENT

            THIS AGREEMENT is dated as of June 10, 1999 and is by and between
PRIORITY FULFILLMENT SERVICES, INC., a Delaware corporation ("PFS") having an
address at 500 North Central Expressway, Plano, Texas 75074, and GLOBAL SPORTS
INTERACTIVE, INC., a Delaware corporation ("GSI") having an address at 555 South
Henderson Road, Suite B, King of Prussia, PA 19406.

            PFS provides various transaction management services, including Web
order processing, inbound call handling, order entry, warehousing and
distribution, credit management and collection and information management, to
manufacturers, resellers and marketers of products.

            GSI wishes to retain PFS to provide the transaction management
services described herein.

            IN CONSIDERATION of the mutual covenants contained herein, the
parties intend to be legally bound as follows:

            1. Statement of Work; Products. During the term of this Agreement,
and subject to the terms and conditions set forth herein, PFS will provide the
transaction management services described herein and in the attached Statement
of Work (the "Statement of Work"). PFS will provide its services with respect to
various products designated by GSI (the "Products"), provided, however, that the
list of Products shall be subject to the mutual agreement of the parties and
shall be set forth on a Schedule to be attached to the Statement of Work. Upon
mutual agreement, the list of Products may be increased, decreased or otherwise
modified during the term of this Agreement. GSI will provide PFS with all
necessary information regarding the Products (including part numbers,
descriptions, cost, etc.) as PFS may reasonably require in order to perform its
services hereunder.

            2. Services. PFS represents, warrants, and covenants that all
services performed pursuant to this Agreement shall be performed by qualified
personnel with the proper skill, training, and experience so as to be able to
perform competently and in a manner consistent best industry practice and that
all work shall be performed in accordance with this Agreement.

            3. Staffing. PFS represents, warrants, and covenants that it is and
shall remain sufficiently staffed and equipped to fulfill its obligations under
this Agreement.

            4. No Imputed Employees. PFS represents, warrants, and covenants
that neither PFS, PFS personnel, nor any other employee or subcontractor of PFS
shall be, or shall be deemed to be, an employee of GSI for any purpose
whatsoever. In conformance with and without limitation on any application of the
foregoing sentence, PFS shall be solely responsible for payment of compensation
and any other costs attendant to employment of employees of PFS and its
subcontractors, including any amounts that may
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be due as prevailing wages under law applicable to any such employees assigned
to perform services pursuant to this Agreement, and for payment of all workers
compensation, disability benefits, and unemployment, social security, and other
payroll taxes and any other costs on those of its employees and its
subcontractors' employees who are engaged in the performance of the services
provided pursuant to this Agreement.

None of the forgoing provisions apply to GSI employees.

            5. Distribution Center. During the term of this Agreement, and as
more fully set forth in the Statement of Work, Products will be shipped to, and
stored at, the PFS distribution center (the "Distribution Center"). GSI is
responsible for all freight, handling and importation costs in delivering the
Products to the Distribution Center. GSI is responsible for administering and
managing the shipment and delivery of Products to the Distribution Center and
will provide PFS with rolling monthly projections of Product shipments and
deliveries. PFS will unpack and store all Products delivered to the Distribution
Center in accordance with the terms of the Statement of Work.

            6. Sales and Marketing. GSI is responsible for all sales and
marketing of Products and will provide PFS with all necessary information
regarding sales and marketing, including pricing, documentary requirements,
etc., as PFS may reasonably require in order to perform its services hereunder
other than providing the services set forth in this agreement. Upon mutual
agreement, PFS will assist and cooperate with GSI in implementing sales and
marketing programs which may be established by GSI from time to time.

            7. Order Entry and Processing. PFS will provide order entry
transaction management services and an inbound call center for incoming sales
orders, using the PFS call center operations in accordance with the statement of
work. To the extent Product is available in the PFS Distribution Center, PFS
will pick, pack and ship the Products in accordance with the Statement of Work
and GSI's shipping instructions. PFS will have no liability except as otherwise
noted in this agreement for freight and shipping costs. GSI will provide PFS
with all necessary Product information (including pricing, technical
information, etc.), call center scripts and similar information, including
Product personnel training, as PFS may reasonably require to perform its
services hereunder.

            8. Transaction Management. GSI will provide PFS with all necessary
transaction management information, including customer and credit guidelines and
limits and returns criteria, as PFS may reasonably require in order to perform
its services hereunder. PFS has no responsibility with respect to the adequacy
of such guidelines, limits or criteria. Payments for all Products shall be in
accordance with the collection and remittance procedures set forth in the
Statement of Work. Except for the limited purpose of performing its services
hereunder, PFS shall not be deemed an agent or representative of GSI, nor shall
PFS have any authority to make any representation or commitment on the part of
GSI. For all purposes, GSI, and not PFS, shall be deemed the seller of all
Products to customers. GSI shall retain title to all Products and PFS shall not
pledge, encumber or grant any security interest in or to the Products at any
time.


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<PAGE>

            9. Exceptions. In performing its fulfillment services hereunder,
PFS shall act in accordance with, and shall be entitled to rely upon, the GSI
authorized instructions and authorizations received from GSI, including all
customer, credit, shipping, allocation, pricing and other information and
instruction as shall be provided to PFS hereunder.

            10. Sales Tax. Except as set forth in the Statement of Work, PFS
shall have no liability for the payment, collection or remittance to the proper
authorities, of any sales tax, use tax or other tax arising from the sale of
Products to customers, and GSI shall indemnify and hold PFS harmless in respect
thereof.

            11. Insurance. PFS shall provide adequate insurance (presently as
set forth on the attached certificate of insurance) for all Products stored in
the Distribution Center. Such insurance (which may include self-insurance) shall
cover damage, destruction, theft and other risks normally insured against by
PFS. GSI shall provide PFS with all information necessary for such insurance.

            12. Exchange of Information and Reports. The parties shall generate
and exchange the information set forth in the Statement of Work. PFS will also
provide the transaction management reports set forth in the Statement of Work.

            13. Returns. All sales of Products shall be subject to the then
prevailing return policies of GSI. GSI shall at all times be solely responsible
for any credits or other amounts payable to customers, and PFS shall have no
responsibility to return, rebate or refund any portion of any fee received by it
hereunder in respect thereof. All returns shall be administered in accordance
with the terms set forth in the Statement of Work. In the event any return is
the result of a misshipment or error on the part of PFS, PFS shall, as its sole
liability, be responsible for all return freight for such Product.

            14. Service Fees; Pricing Modification. GSI shall pay to PFS the
service fees and other amounts described in the Statement of Work. All fees and
other amounts shall be payable in accordance with the terms set forth in the
Statement of Work and, except as otherwise set forth therein, all PFS invoices
shall be payable upon receipt and if not paid within seven days shall bear
interest on the unpaid balance at 1-1/2% per month until paid. The service fees
payable hereunder are based upon the assumptions regarding the scope of work set
forth in the Statement of Work. In the event there shall be any material change
in any of these assumptions or GSI changes the scope of work, the parties shall
negotiate a mutually agreeable modification to the pricing structure set forth
herein to reflect such material change. In the event the parties are unable to
agree upon a pricing modification, either party may terminate this Agreement
upon 90 days prior notice.

            15. Transaction Services. PFS shall perform its services and accept
for delivery, store, pick, pack and ship all Products in the Distribution Center
in accordance with the industry best practices it provides for its customers.
PFS shall have no liability for any loss or damage to any Products unless the
same arises from the failure to exercise


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<PAGE>

such level of care, in which event the liability of PFS hereunder shall be
limited to the actual GSI fully delivered cost of such Products. PFS shall not
be responsible for any special handling such as bar coding, price stickering or
any labeling unless the parties shall mutually agree upon a modification to the
pricing structure set forth herein to reflect such handling services.

            16. Quarterly Review. PFS shall schedule quarterly meetings of the
appropriate personnel to review the implementation and performance of this
Agreement.

            17. Trademark. GSI represents that it has a valid and effective
license and right to use all trademarks, tradenames and logos which appear on
the Products and shall continue to have such right during the term of this
Agreement, free of any claim of infringement or unlawful use and GSI shall
indemnify and hold PFS harmless in respect of all matters arising in connection
therewith.

            18. Confidentiality. Each party acknowledges that in implementing
and performing this Agreement each party shall disclose and make available to
the other certain confidential and proprietary information, including without
limitation, customer and Product information. The receiving party agrees to
utilize such information solely for the purpose of this Agreement and to keep
and maintain all such information as confidential which shall not be disclosed
to any other party. The provisions of this Section shall survive any termination
or non-renewal of this Agreement. This Section shall not apply to any
information (i) which (without violation of this Section) is or becomes
generally known in the industry or (ii) which is provided by a third party
without violation by such third party of any obligation of non-disclosure (iii)
that was possessed by the receiving party prior to receipt or access pursuant to
this Agreement, other than through prior disclosure by disclosing party, as
evidenced by the receiving party's written records; or (iv) that is required to
be disclosed by governmental agencies, regulatory authorities, or pursuant to
court order to the extent such disclosure is required by law and provided that
the receiving party provides reasonable prior notice to the disclosing party of
the disclosure. Any combination of features or disclosures shall not be deemed
to fall within the foregoing exclusions merely because individual features are
published or available to the general public or in the rightful possession of
the receiving party unless the combination is published or is available to the
general public or in the rightful possession of the receiving party. Each party
may disclose the existence of this Agreement (but not its terms), the identity
of the parties hereto and the general nature of the Products.

            19. Term. This Agreement shall have an initial term of two years and
shall be automatically renewed for successive one year periods thereafter unless
either party shall give notice in writing of non-renewal not less than 180 days
prior to any termination date. In the event either party shall materially breach
any of the terms or provisions of this Agreement, and such breach shall not be
cured within 30 days after notice, the non-breaching party shall have the right
to terminate this Agreement upon

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<PAGE>

ten days written notice. In addition, either party may terminate this Agreement
at any time upon 180 days prior written notice. Any termination of this
Agreement shall not affect any obligations of any party incurred or arising
prior to such termination. Upon termination (or non-renewal) of this Agreement
(other than termination for cause), the parties shall agree upon a not to exceed
180 day winding down period in order to effect an orderly transition. During
such winding down period, all of the terms and provisions of this Agreement
shall remain in full force and effect.

            20. Indemnification; Limitation of Liability. Each party agrees to
indemnify, defend and hold the other harmless from and against and in respect of
any and all costs, expenses (including without limitation, attorneys fees and
litigation and investigation costs), losses, damages and claims arising from, in
connection with or relating to (i) any actual or alleged infringement or
misappropriation by the indemnifying party of any patent, copyright, trademark,
service mark, tradename, trade secret or any other intellectual property right
of any other party (whether domestic or foreign), (ii) any failure by the
indemnifying party to comply with or breach of any governmental, regulatory,
judicial or municipal law, rule, regulation, decision, order, directive,
ordinance or ruling of any kind or (iii) any product liability, personal injury
or property damage claim of any kind or any negligence or misconduct on the part
of the indemnifying party; provided, however, that, notwithstanding anything
contained herein, no party shall be liable for consequential damages of any kind
(even if advised of the possibility or likelihood thereof) or any punitive
damages in connection with any claim or matter arising under or in connection
with this Agreement. Except as expressly set forth herein or in the Statement of
Work, no party makes any representation or warranty of any kind. The provisions
of this Section shall survive any termination or non-renewal of this Agreement.

            21. Status of PFS Personnel. PFS shall indemnify, defend, and hold
GSI and GSI's directors, officers, employees, and agents harmless from and
against and in respect of any and all costs, and expenses (including without
limitation, attorney's fees and litigation and investigation costs), losses,
damages, and claims arising from, in connection with, or relating to any and all
claims, actions, suits, or other proceedings alleging (a) that the personnel
provided by PFS, any subcontractor, or any other assignee of PFS are employees
of GSI for any purpose; (b) that PFS or any subcontractor has failed to
compensate its employees, including the payment of prevailing wages, in
accordance with applicable law, (c) that PFS or any subcontractor has failed to
comply with the immigration laws of the United States, including the Immigration
& Nationality Act, as amended, or (d) that PFS or any subcontractor has not
complied with any wage and hour or employment laws, rules, regulations or common
law or any claim by or accommodation for personnel provided by PFS related to
the Americans with Disabilities Act, Pennsylvania Human Relations Act, or any
other similar federal, state, or local law or regulation.


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<PAGE>

            22. Indemnitor's Rights and Notice. The indemnitor shall have the
right to control the defense and settlement of any claims or actions for which
the indemnitor is obligated to defend, but the indemnitee shall have the right
to participate in such claims or actions at its own cost and expense. The
indemnitor shall have no liability under this Section unless the indemnitee
gives notice to the indemnitor promptly after the indemnitee learns of such
claim so as to not prejudice Vendor.

            23. Miscellaneous. This Agreement does not create a joint venture or
partnership of any kind, nor shall this Agreement give rise to any fiduciary
duty on the part of any party to any other party. Except as contemplated herein,
neither party shall have the authority to represent, warrant or bind the other
party. This Agreement, and the rights, powers and duties set forth herein, shall
bind and inure to the benefit of the parties hereto and their respected
successors and assigns. This Agreement may not be assigned or delegated to any
unaffiliated third party. This Agreement may only be amended, modified or waived
by an instrument in writing duly executed and delivered by each of the parties
hereto to be bound by such amendment, modification or waiver. This agreement
(and the Statement of Work hereto) sets forth the entire understanding and
agreement of the parties and supersedes any prior agreement. The failure of
either party to enforce any provision of this Agreement shall not be construed
as a waiver thereof, and any waiver of any term or provision hereof shall not be
construed as a waiver of any other term or provision. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which taken together shall be deemed one and same instrument. In the event that
any one or more of the provisions of this Agreement shall be determined to be
void or unenforceable by a court of competent jurisdiction or by law, such
determination shall not render this Agreement invalid or unenforceable and the
remaining provisions hereof shall remain in full force and effect. All notices
hereunder shall be in writing and shall be effective upon receipt at each
party's address for notice set forth herein. Each party waives trial by jury.

            24. Arbitration. Any and all disputes arising hereunder shall, upon
the request of either party, be submitted to binding arbitration in the State of
Texas in accordance with the rules and regulations of the American Arbitration
Association and each party agrees that (i) all notices and service of process in
respect thereof may be delivered or served at the address for notice set forth
herein, (ii) each party consents and submits to the jurisdiction of said
arbitration and to the federal and state courts of the State of Texas for the
purpose of enforcing the provisions of this Agreement and entering and judgment
in respect thereof and (iii) the foregoing shall not preclude the joinder of any
party in respect of any third party claim or the pursuit of equitable remedies.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto, being duly authorized, have
executed and delivered this Agreement as of the day and year above written.

                                        PRIORITY FULFILLMENT SERVICES, INC.
500 North Central Expressway
Plano, Texas 75074
                                        By: /s/ Cliff Defee
                                            ------------------------------------
                                            Name: CLIFF DEFEE
                                            Title: VICE PRESIDENT, OPERATIONS


                                        GLOBAL SPORTS INTERACTIVE, INC.
555 South Henderson Road, Suite B
King of Prussia, PA  19406


                                        By: /s/ Michael Golden
                                            ------------------------------------
                                            Name: Michael Golden
                                            Title: EVP. E-Commerce


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Source: OneCLE Business Contracts.