Exhibit 10.1



                       HSBC Bank USA, National Association
                                17 South Broadway
                                 Nyack, NY 10960

                                                  August 31, 2004



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

Re:  Amended and Restated  Credit  Agreement dated as of August 30, 2002, by and
     between Saucony,  Inc. (the  "Borrower"),  as borrower and, as successor in
     interest to State Street Bank and Trust  Company,  HSBC Bank USA,  National
     Association (the "Bank"),  as agent for the lenders from time to time party
     thereto (as amended, the "Credit Agreement")

Gentlemen:

     The Borrower and the Bank hereby agree as follows:

     The definition of "Credit Termination Date" contained in Section 1.1 of the
Credit Agreement is hereby amended to state as follows:

     "Credit Termination Date" shall mean August 31, 2005.

     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.








Mr. Michael Umara
August  31, 2004
Page Two



     The Borrower 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 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,

                                             HSBC Bank USA, National Association


                                             By:   /s/ John V. Raleigh
                                                   Name:   John V. Raleigh
                                                   Title:     Vice President


ACCEPTED AND AGREED:

SAUCONY, INC.


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







Cnw\agree\saucony2(baw)