EXHIBIT 10.1



State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110


June 28, 2002


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

RE: Amendment to Revolving Credit Agreement dated August 31, 1998 by and between
State Street Bank and Trust Company (the "Bank"),  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 until July 31, 2002.

In addition,  Section 7.5 of the Credit  Agreement  shall be amended by deleting
the proviso at the end thereof and replacing it with the following ";  provided,
however,  that for  purposes of  calculating  compliance  with this  Section 7.5
solely with  respect to the fiscal  quarters of the Borrower  ending  January 4,
2002,  April 5, 2002 and July 5, 2002,  EBIT shall not include an  extraordinary
charge incurred by the Borrower of $2,108,000."

In order to induce the Bank to enter into this Letter Agreement,  Saucony hereby
represents and warrants that (a) no Default or Event of Default under the Credit
Agreement exists on the date hereof after giving effect to this Letter Agreement
and  (b) all of the  representations  and  warranties  contained  in the  Credit
Agreement  are true and correct in all  material  respects as of the date hereof
after giving effect to this Letter  Agreement,  with the same effect as if those
representations  and  warranties  had been made on and as of the date hereof (it
being understood that any representation or warranty made as of a specified date
shall be  required to be true and correct in all  material  respects  only as of
such specified date).

To the extent not otherwise set forth herein, Saucony hereby remises,  releases,
acquits,  satisfies  and forever  discharges  the Bank,  its agents,  employers,
officers, directors, predecessors,  attorneys and all others acting on behalf of
or at the  direction  of the Bank,  of and from any and all  manner of  actions,
causes of action, suit, debts, accounts,  covenants,  contracts,  controversies,
agreements, variances, damages, judgments, claims and demands whatsoever, in law
or in equity,  which any of such parties ever had, now have or can, shall or may
at any time have against the Bank, its agents, employees,  officers,  directors,
attorneys  and all persons  acting or  purporting  to act on behalf of or at the
direction of the Bank ("Releases"), for, upoon or by reason of any matter, cause
or thing whatsoever through the date hereof.  Without limiting the generality of
the  foregoing,  Saucony  waives  and  affirmatively  agrees  not to  allege  or
otherwise  pursue any defenses,  affirmative  defenses,  counterclaims,  claims,
causes of action, setoffs or other rights they do, shall or may have against the
Releasees as of the date hereof.

This  Letter  Agreement  is  limited as  specified  and shall not  constitute  a
modification,  amendment  or waiver of any  provisions  of the Credit  Agreement
(other than as expressly  provided for herein) or constitute a course of dealing
between the parties.

This Letter  Agreement may be executed in any number of counterparts  and by the
parties hereto on separate counterparts, each of which counterpart when executed
and delivered shall be an original,  but all of which together shall  constitute
one and the same instrument.

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

From and after the date hereof,  all references to the Credit Agreement shall be
deemed to be references to the Letter Agreement as modified hereby.

Saucony  agrees  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
------------------------
Name:  Jacqueline Kuss
Title:  Vice President


ACCEPTED AND AGREED:

SAUCONY, INC.

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