W I T N E S S E T H:

                                                                   Exhibit 10.31

                    FIRST AMENDMENT TO E-COMMERCE AGREEMENT
                    ---------------------------------------


     This FIRST AMENDMENT TO E-COMMERCE AGREEMENT made the 17th day of June,
1999 by and between GLOBAL SPORTS INTERACTIVE, INC., a Pennsylvania corporation
("GSI") and MICHIGAN SPORTING GOODS DISTRIBUTORS, INC., a Michigan corporation
("Retailer").


                             W I T N E S S E T H:

     WHEREAS, on February 1, 1999, GSI and Retailer entered into an E-Commerce
Agreement ("Agreement") pursuant to which GSI agreed to act as the outsourcing
company providing the Retailer's on-line customers the complete e-commerce
shopping experience; and

     WHEREAS, GSI and Retailer desire to amend the Agreement, all as hereinafter
set forth.

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.   The Agreement is amended to add the following paragraph 32:

           Upon execution of this First Amendment by Retailer, and
           acceptance thereof by GSI, prior to the announcement of
           GSI's e-commerce initiative, GSI will deliver to Retailer
           a Warrant to Purchase Shares of Global Sports, Inc., the
           parent corporation of GSI, in accordance with the terms
           set forth in the Warrant Term Sheet attached hereto as
           Exhibit "B".

2.   Retailer acknowledges that it is aware that GSI is negotiating with The
     Sports Authority, Inc. ("TSA") pursuant to which GSI and TSA will form a
     separate joint venture to operate TSA's on-line business. Retailer
     acknowledges that the joint venture between GSI and TSA is not the type of
     agreement which would entitle Retailer to invoke the "favored nations"
     clause contained in the first sentence of Section 3.8 of the Agreement, and
     Retailer consents to GSI entering into such joint venture with TSA.






3.   In all other respects, the Agreement shall remain in full force and affect
     and unamended.


                                       GLOBAL SPORTS INTERACTIVE, INC.,
                                       a Pennsylvania corporation


                                       By:  /s/ Xxxxxxx X. Xxxxx
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ATTEST

                                       MICHIGAN SPORTING GOODS
                                       INC., a Michigan corporation
DISTRIBUTORS,

/s/ Xxxxxxx X. Xxxxx                   By:  /s/ Xxxxx X. Xxxxxx
-----------------------                   --------------------------------------
ATTEST