THIRD AMENDMENT TO RECEIVING, WAREHOUSING AND PHYSICAL DISTRIBUTION SERVICES AGREEMENT

<PAGE>

Exhibit 10.2

THIRD AMENDMENT TO RECEIVING, WAREHOUSING AND PHYSICAL

DISTRIBUTION SERVICES AGREEMENT

This THIRD AMENDMENT (this "Third Amendment"), dated as of June 25,

2007, is to that certain RECEIVING, WAREHOUSING AND PHYSICAL DISTRIBUTION

SERVICES AGREEMENT, dated as of July 8, 2004, as amended by First Amendment To

Warehousing And Physical Distribution Services Agreement dated as of July 19,

2004 and a letter agreement between FMI International, LLC and Footstar

Corporation dated January 7, 2005 (collectively, the "Agreement") by and between

Footstar Corporation, a corporation organized under the laws of the State of

Texas, ("Customer"), and FMI International LLC, a limited liability company

organized under the laws of the State of Delaware ("Supplier").

WITNESSETH:

WHEREAS, a dispute has arisen among the parties concerning the

Agreement;

WHEREAS, the parties wish to resolve all disputes between the parties

relating to the Agreement by amending certain of the terms of the Agreement; and

WHEREAS, all capitalized terms not otherwise defined herein shall have

such meaning as ascribed to them in the Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants

contained herein, and for other good and valuable consideration receipt of which

hereby is acknowledged, the parties hereto hereby agree as follows:

1. Section 4.1(c). Section 4.1(c) hereby is amended as follows:

(i) The word "Customer" on the sixteenth line of Section 4.1(c) is hereby

changed to "Supplier";

(ii) The last sentence of Section 4.1(c) hereby is deleted in its entirety

and the following sentence is inserted in its place: "Notwithstanding

anything to the contrary in this Section 4.1(c) or anywhere else in the

Agreement, during the period commencing January 1, 2007 and ending December

31, 2008, Supplier shall not, and shall have no right to, move the Customer

Parties' products and Services to a different facility."

2. Section 4.1(d). Section 4.1(d) hereby is amended by deleting in their

entirety the third, fourth and fifth sentences of Section 4.1(d).

3. Section 4.1(e). Section 4.1 hereby is amended by adding subsection (e)

as follows:

<PAGE>

"(e) Commencing on January 1, 2007 and ending on December 31, 2008

(the "07/08 Period"), Customer agrees that Supplier's fees generated for the

Services provided hereunder to Customer (the "Revenue") shall be at least

$17,750,000 (Seventeen Million Seven Hundred Fifty Thousand Dollars) for the

07/08 Period (the "07/08 Minimum Revenue"). To the extent the actual amount

incurred for Services for the 07/08 Period pursuant to this Agreement is greater

than the 07/08 Minimum Revenue amounts paid by Customer, then the difference

between such actual amount incurred and the 07/08 Minimum Revenue amount (the

"07/08 Shortfall") shall be paid by Customer to Supplier by January 31, 2009.

Subject to Customer's Special Termination Right set forth in Section 13.5,

during each calendar year after the 07/08 Period, Customer agrees to the MQC as

established in accordance with Section 10.4 (the "Annual MQC"). Supplier

acknowledges and agrees that (i) there is no minimum quantity commitment for the

07/08 Period and (ii) Customer has no specified unit volume requirement under

the Agreement. Supplier acknowledges and agrees that any estimates of units

provided or to be provided by Customer for the 07/08 Period have been provided

for planning purposes only and do not and shall not create any minimum quantity

commitment whatsoever under the Agreement. The Annual MQC shall be trued-up

quarterly within thirty (30) days after the end of each calendar quarter to

determine the actual total units processed and/or received against the Annual

MQC for such quarter. If there is any quarterly shortfall to the Annual MQC,

Customer shall pay to Supplier an amount equal to such shortfall from the Annual

MQC multiplied by the billable transaction rate for the type of transaction

where such shortfall exists. If Customer has paid Supplier an aggregate amount

in excess of the Annual MQC multiplied by the billable transaction rate during

such calendar year, then at Customer's option, Supplier shall (a) pay the amount

of such excess to Customer within thirty (30) days after the end of such

calendar year or (b) apply as a credit against the first invoice for Services in

the immediately following calendar year an amount equal to such excess paid by

Customer (and to the extent that such excess exceeds the first invoice, then the

following invoice(s) shall be credited until Customer has been credited for the

entire amount of such excess)."

4. Section 4.1(f). Section 4.1 of the Agreement is hereby amended by adding

subsection (f) as follows:

"Notwithstanding the foregoing to the contrary, on or before October

15, 2008, Customer and Supplier shall compare the actual amount incurred for

Services against the 07/08 Minimum Revenue payments using (i)(A) the actual

amount incurred for Services from January 1, 2007 through September 30, 2008

plus (B) the estimate of the amount to be incurred for Services for