Exhibit 10.5


Saucony, Inc. 13 Centennial Drive Peabody, MA 01960


                           VICE PRESIDENT BONUS PLAN

A.  QUALIFICATIONS

     All persons  eligible  under this  program must be Vice  Presidents  and be
     employed by Saucony,  Inc. or its' divisions  during the entire Fiscal year
     under  consideration  to be eligible for inclusion  under this plan.  Those
     employees  whose  employment  is  terminated  for any  reason  forfeit  any
     accumulated or pro rata share of any bonus monies. This Plan does not apply
     to any Vice Presidents who have a revised Plan.

B.  PROGRAM

a.   This incentive  compensation  plan affords each qualified  member to earn a
     bonus   calculated  as  a  percentage  of  his/her  annual  salary.   Bonus
     compensation is capped at 25% of previous annual salary level, effective at
     the beginning of the fiscal year.

b.   Bonus  calculations  are based  upon the  approved  financial  budget,  and
     trigger when the approved  sales AND EPS profit levels have been  attained,
     measured against consolidated company results.

c.   Bonuses earned will be paid on the following schedule:

|X|      When sales & EPS equal or exceed 85% of the fiscal year objective....
             Bonus ='s 5%  Annual Salary

|X|      When sales & EPS equal or exceed 95% of the fiscal year objective....
             Bonus='s 10%  Annual Salary

|X|      When sales & EPS equal or exceed 105% of the fiscal year objective....
             Bonus='s  20%  Annual Salary

|X|      When sales & EPS equal or exceed 115% of the fiscal year objective....
             Bonus='s 25%   Annual Salary

C.  PAYOUT

     Bonuses  are to be paid  upon  certification  of  fiscal  results  from the
     Auditors within thirty days and are contingent upon being employed  through
     the pay-out date.


Bonus Plan Authorization



John Fisher, C.E.O.    /s/ John H. Fisher                     Date:   7/1/04


Mike Umana, C.O.O.   /s/   Michael Umana                      Date:    7/1/04