AGREEMENT AND GENERAL RELEASE



      THIS AGREEMENT AND GENERAL RELEASE ("Agreement") is entered into by and

between James DeVeau on his/her own behalf and on behalf of his/her

representatives, attorneys, heirs, executors, administrators, successors and

assigns (hereinafter collectively, "Employee"), and Footstar Corporation, on

behalf of itself, Footstar, Inc., and each of their respective subsidiaries,

affiliates, divisions, officers, directors, employees, agents, representatives,

attorneys, successors and assigns (hereinafter "Footstar" and/or "Company"). In

consideration of the covenants, conditions and obligations set forth herein the

parties agree as follows:



1.    Employee's last day of work with the Company shall be DECEMBER 31, 2004.



2.    Subject to the terms of this Agreement Footstar agrees to pay Employee the

      following sums in accordance with the KERP letter dated May 6, 2004 within

      14 days of separation; PROVIDED, HOWEVER, Footstar is in receipt of a

      fully executed copy of this Agreement and the requisite revocation period

      set forth in Paragraph (26) has expired:



            a) KERP payment of $116,000.00 (One Hundred Sixteen Thousand Dollars

               and 00/Cents);



            b) Sum of $290,000.00 (Two Hundred Ninety Thousand Dollars and

               00/Cents) representing severance benefits of 52 weeks pay.



            c) The amounts described in paragraph 2 (a)-(b) above shall be paid

               in one lump sum payment less all required withholdings and/or

               deductions.



3.    2003 Bonus Payment: Employee acknowledges receipt of the 2003 bonus

      payment in the amount of $116,000.00 (One Hundred Sixteen Thousand Dollars

      and 00/Cents), less required withholdings and/or deductions which was paid

      via direct deposit on or about December 1, 2004.



4.    Footstar agrees not to contest any claim by Employee for unemployment

      benefits.



5.    Employee Benefit Plans: Employee shall be permitted to continue to

      participate in the Medical and Dental Plans ("Plans" or "Plan") that were

      in effect for the Employee on the day



July 2004

KERP Separation



                                                                 Initials ______



                                       1







      immediately preceding Employee's separation for a period of 12 MONTHS from

      the date of separation(1). Notwithstanding anything to the contrary

      contained herein, it is agreed and understood that in the event medical

      and/or dental insurance coverage becomes available as a result of

      obtaining other employment, then in that event, Employee shall promptly

      notify the Company and the medical and dental insurance coverage described

      herein shall cease. It is further understood and agreed that Footstar, in

      its sole discretion, may from time to time, during the period following

      Employee's separation, increase or decrease the monthly contributions or

      change Plan provisions. If such changes are implemented, Employee's

      contributions and/or coverage will change in the same manner as for other

      active employees participating in the Plan. The medical benefit

      continuation referred to in this paragraph will be provided through COBRA.

      Employee contributions for this coverage will remain at the same level an

      active employee pays under the group plan. If medical coverage is elected

      beyond this period, the full COBRA rates will apply. Employee will not be

      entitled to participate in the Company's short term or long term

      disability plans or its life insurance program after DECEMBER 31, 2004.



6.    Outplacement Services: The Company will provide Outplacement Services for

      the Employee through Right Management Consultants following Employee's

      last day of employment for a period of 15 MONTHS from the date of

      separation.



7.    401 (k) Profit Sharing Plan: Employee shall not be permitted to make

      contributions to his/her 401(k) account after DECEMBER 31, 2004.

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