STATE STREET





Mr. Michael Umana
Chief Financial Officer
Saucony, Inc.
13 Centennial Drive
Peabody, MA 01960

November 23, 2001

Re:      Amendment to Revolving Credit Agreement dated August 31, 1998 by and
         between State Street Bank and Trust Company, a Massachusetts trust
         company, as lender and Saucony, Inc. ("Saucony"), as borrower (the
         "Credit Agreement").

Dear Michael:

         This letter is to confirm that the Termination Date (as defined in
Section 1.1 of the Credit Agreement) shall be extended through December 31,
2001.

         Saucony agree that the Credit Agreement and all documents executed in
connection therewith or pursuant thereto remain in full force and effect after
giving effect to this letter amendment to Credit Agreement.

         Please confirm that the foregoing correctly sets forth our agreement by
signing and returning the duplicate copy of this letter agreement enclosed
herewith.

Very truly yours,

STATE STREET BANK AND TRUST COMPANY


BY: /s/ Jacqueline Kuss
Title: Vice President


BORROWER:

SAUCONY, INC.


By:  /s/ Michael Umana
Title:  Chief Financial Officer