EXHIBIT 10.5



                                  SAUCONY, INC.

                  Amendment No. 3 to 1993 Equity Incentive Plan


     1.   The 1993 Equity Incentive Plan, as amended (the "Plan"), be and hereby
          is amended by replacing all  references in the Plan to "Hyde  Athletic
          Industries, Inc." with "Saucony, Inc."

     2.   Section  3(b) of the Plan be and hereby is deleted in its entirety and
          replaced with the following:

          "(b) Grant of Options to Directors  and  Officers.  The selection of a
               director or an officer as a participant, the timing of the option
               grant or  award,  the  exercise  price of the  option or the sale
               price of the award and the  number of shares  for which an option
               or award may be granted  to such  director  or  officer  shall be
               determined  either  (i) by the Board of  Directors,  or (ii) by a
               committee of two or more  directors  having full authority to act
               in  the  matter,  each  member  of  which  shall  be an  "outside
               director"  within the meaning of Section 162(m) of the Code and a
               "non-employee  director" as defined in Rule 16b-3,  as such terms
               are interpreted from time to time."

          Adopted by the Board of Directors February 10, 1999.
          Modified by the Board of Directors March 28, 2000.