EXHIBIT 10.1




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


February 22, 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 March 31, 2002.

In  addition,  the  reference  to "twenty  million  United  States  Dollars  (US
$20,000,000)"  in section  2.1 of the  Credit  Agreement  shall be  deleted  and
replaced with "fifteen million United States Dollars (US $15,000,000)."

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
(other  than an Event of Default  arising  from  Saucony's  non-compliance  with
Section 7.5 of the Credit  Agreement  solely with  respect to  Saucony's  fiscal
quarter  ending  December  31,  2001)  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 2/22/02
Name:  Jacqueline Kuss
Title:  Vice President

ACCEPTED AND AGREED:

SAUCONY, INC.

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