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exh10-5m.txt







                          AGREEMENT AND GENERAL RELEASE



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

between Joe Caracappa on his/her own behalf and on behalf of his/her

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

assigns (hereinafter collectively, "Employee"), and Meldisco, a Division of

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 February 3, 2004.



2.   Eligibility: In order to be eligible for the February 3, 2004 Reduction in

     Force Benefits, the eligibility requirements as set forth in Exhibit A must

     be met.



3.   Footstar agrees to pay Employee an amount equal to (26) weeks pay

     calculated to be $160,000.10 (One Hundred Sixty Thousand Dollars and 10

     Cents). Said payment to be paid to Employee in (13) biweekly installments

     of $12,307.70 (Twelve Thousand Three Hundred Seven Dollars and 70 Cents),

     less all required withholdings and/or deductions, provided Footstar is in

     receipt of a fully executed original of this Agreement. Employee

     acknowledges that such consideration is separate from and in addition to

     any Company compensation and/or benefits due Employee.



4.   In the event Employee is unemployed following the last payment pursuant to

     Paragraph (3) above after using reasonable efforts to secure such

     employment, and verifies such unemployment in writing, Footstar agrees to

     pay Employee an additional amount equal to (26) weeks pay calculated to be

     $160,000.10 (One Hundred Sixty Thousand Dollars and 10 Cents). Said payment

     to be paid to Employee in (13) biweekly installments of $12,307.70 (Twelve

     Thousand Three Hundred Seven Dollars and 70 Cents), less all required

     withholdings and/or deductions. Notwithstanding anything to the contrary

     contained herein, if the Employee becomes employed during this period

     Employee shall promptly notify the Company and then any additional payments

     made pursuant to this Paragraph 4 shall cease, with a final pro rata

     payment based on Employee's date of re-employment.]



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

     benefits.











                                      -1-







6.   Employee Benefit Plans: During the period in which payments are being made

     pursuant to Paragraph (3) and (4) of this Agreement, 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

     immediately preceding Employee's separation. 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

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