Term Sheet - Fogdog Inc. and Nike USA Inc.


                              September 17, 1999



Tim Harrington
Fogdog, Inc.
500 Broadway
Redwood City, California 94063

       Re:  Term Sheet
       ---  ----------

Dear Tim:

     The  attached  Term Sheet memorialize the principal terms and conditions of
a series of  transactions in which (i) NIKE USA, Inc., an Oregon corporation
("NIKE USA") will open Fogdog, Inc., a California corporation ("Fogdog"), as a
NIKE USA retail account; (ii)  Bauer NIKE Hockey USA, Inc., a Vermont
corporation ("BNH-USA") will open Fogdog as a BNH-USA retail account; (iii) NIKE
Team Sports, Inc., a California corporation ("NTS"), will open Fogdog as an NTS
retail account; (iv) NIKE.com, a division of NIKE Retail Services, Inc., an
Oregon corporation ("NIKE.com"), will agree to sell to Fogdog, out of NIKE.com's
inventory of available products, products necessary to fill retail orders
received by Fogdog; (v) Fogdog will issue to NIKE USA a warrant to purchase
6,171,524 shares of Fogdog's Series C Preferred Stock; and (vi) NIKE USA, Fogdog
and Fogdog's principal investors will agree on certain rights and restrictions
applicable to NIKE USA's equity investment in Fogdog.

     By executing this letter, each of the undersigned acknowledges and agrees
that the attached Term Sheet constitutes the binding agreement of such party
with respect to the transactions described above and that NIKE USA's equity
investment shall occur pursuant to such agreement.  Each of the parties further
acknowledges and agrees that the parties contemplate replacing this "short-form"
agreement with a series of additional definitive long-form agreements as soon as
practicable.  Notwithstanding the foregoing, until such time as such definitive
long-form agreements are entered into between the parties, the attached Term
Sheet shall continue to constitute the binding agreement of the parties.

     Each party will be responsible for its own fees and costs in negotiating
and entering into this transaction.  If you agree to the terms  set forth in the
attached Term Sheet, please sign a copy of this letter in the space indicated
below and return it to me. We can then have our attorneys prepare drafts of the
definitive long form agreements.


CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE 
OMITTED PORTIONS.



 
                                                Sincerely,

                                                NIKE USA, INC.

                                                By: /s/ Philip H. Knight
                                                   ________________________ 
                                                Philip H. Knight, CEO


The undersigned parties agree with the terms and conditions  set forth above and
on the attached Term Sheet:


FOGDOG, INC.

By: /s/ Tim Harrington
   _______________________
   Tim Harrington, CEO


BAUER NIKE HOCKEY USA, INC. 

By: /s/ Philip H. Knight
   ___________________________________
   Philip H. Knight, Attorney-in-Fact


NIKE TEAM SPORTS, INC. 

By: /s/ Philip H. Knight
   ___________________________________
   Philip H. Knight, CEO

NIKE RETAIL SERVICES, INC. 

By: /s/ Philip H. Knight
   ___________________________________
   Philip H. Knight, CEO

 
                                        FOGDOG PREFERRED STOCKHOLDERS:   
                                                                         
                                                                         
                                                                         
                                        VENROCK ASSOCIATES II, L.P.      
                                                                         
                                                                         
                                                                         
                                        By: [signature illegible]
                                           ________________________________
                                        Name:                            
                                        Title:  General Partner          
                                                                         
                                                                         
                                        DRAPER FISHER ASSOCIATES FUND IV, L.P.
                                                                              
                                                                              
                                                                              
                                        By: [signature illegible]
                                           ________________________________  
                                        Name:                                 
                                        Title:                                
                                                                              
                                                                              
                                        J.H. WHITNEY III, L.P.                
                                                                              
                                                                              
                                        By:  J.H. Whitney Equity Partners III,
                                        L.L.C. 
                                             Its General Partner
 
                                        By: /s/ Michael Brooks
                                           _________________________________
                                             Michael Brooks
                                             Managing Member


                                        SPROUT CAPITAL VIII, L.P.

                                        By: DLJ Capital Corp.
                                        Its:  Managing General Partner

                                        /s/ Alexander Rosen
                                        ____________________________________
                                        By: Alexander Rosen
                                        Its: Attorney In Fact

 
                                        FOGDOG COMMON STOCKHOLDERS:


                                        BRETT M. ALLSOP AND AMY K. 
                                        ALLSOP, TRUSTEES OF THE BRETT 
                                        AND AMY ALLSOP FAMILY 1999 TRUST.



                                        By: /s/ Brett M. Allsop
                                           _______________________________
                                        Name:   Brett M. Allsop
                                        Title:  Trustee

                                        By: /s/ Amy K. Allsop
                                           _______________________________
                                        Name:   Amy K. Allsop
                                        Title:  Trustee



                                        ROBERT S. CHEA

                                        /s/ Robert S. Chea
                                        __________________________________


                                        ANDREW Y. CHEN

                                        /s/ Andrew Y. Chen
                                        __________________________________

 
                                   TERM SHEET

1.   Agreement by NIKE USA to open Fogdog, Inc. as a NIKE USA Retail Account.
     ----------------------------------------------------------------------- 

     1.1  Account Application.  NIKE USA and Fogdog agree, which agreement shall
          -------------------                                                   
be memorialized in greater detail pursuant to an Account Application and
Agreement on NIKE USA's standard form (the "Account Application"), that NIKE USA
will open Fogdog as a NIKE USA retail account.  The Account Application will
govern all purchases and sales of NIKE products from NIKE USA, except to the
extent the Account Application is amended by the Web Sales Agreement referred to
in Section 1.2 of this Term Sheet.  The Account Application shall indicate that
Fogdog is authorized to sell NIKE products only through Fogdog's retail web site
(i.e., Fogdog.com) and other sites described in Section 1.2.2 of this Term
Sheet, and only to consumers with shipping addresses in the United States or
U.S. military installations where NIKE USA sells products (including APO/FPO).
Any sales by Fogdog from any other physical location or web site or any direct
or indirect sales or transshipments to another retailer, distributor or broker
is strictly forbidden by the Account Application and shall be considered a
material breach.  Fogdog shall be authorized in the Account Application to
purchase the full line of generally available NIKE products, including footwear,
apparel, equipment, accessories, ACG, Brand Jordan, golf, specialty categories,
etc.

     1.2  Web Sales Agreement.  NIKE USA and Fogdog agree, which agreement shall
          -------------------                                                   
be memorialized in greater detail pursuant to a Web Sales Agreement (the "Web
Sales Agreement"), to the following terms and conditions:

1.2.1     Relationship to Account Application and Other Documents
          -------------------------------------------------------

        . In the event of any direct conflict or inconsistency between the
          Account Application and the Web Sales Agreement, the Web Sales
          Agreement will govern.

1.2.2     Grant of Right
          --------------

        . During the term of the Web Sales Agreement, as determined in
          accordance with Section 1.2.16 of this Term Sheet, Fogdog will have
          the right to market and sell NIKE USA products only on Fogdog.com, or
          other web sites that are (i) hosted on file servers owned or leased
          and operated by Fogdog and (ii)
                                 ---   
          operated under Fogdog's trademarks and trade name, whether or not "co-
          branded" with the trademarks or trade names of other entities, and are
          not (iii) "co-branded" with the trademarks or trade names of
                     -----------                        
          manufacturers of sports and fitness or "athleisure" products,
          retailers who derive a substantial portion of their revenues from the
          sale of such

 
          products, or any other entity who holds itself out as such a
          manufacturer or retailer or is perceived by a significant portion of
          the public to be such a manufacturer or retailer. Notwithstanding the
          foregoing, Fogdog shall retain the right to purchase banner
          advertising on World Wide Web Portals and other URLs that link to
          Fogdog.com.

        . Fogdog's rights and duties shall not be assigned or delegated or
          transferred by operation of law without NIKE USA's prior written
          consent, which may be granted or withheld at NIKE USA's sole
          discretion; provided, however, that NIKE USA will not unreasonably
          withhold its consent to an assignment of rights and delegation of
          duties to a wholly owned subsidiary of Fogdog that may be incorporated
          to operate a Fogdog web site of the type described in this Section
          1.2.2; and provided further that NIKE USA hereby consents to the
          proposed re-incorporation of Fogdog in Delaware, as long as the
          successor corporation succeeds to all of the rights and obligations of
          Fogdog hereunder.
 
        . Fogdog does not have the right to sell product purchased from NIKE for
          the account of third parties.

        . Fogdog is prohibited from selling products to consumers with shipping
          addresses outside of the United States, except consumers at U.S.
          military installations where NIKE USA sells products (including
          APO/FPO). NIKE USA agrees to consider amending the Account Application
          and Web Sales Agreement to permit sales to parties outside of the
          United States, but any such expansion shall be at NIKE USA's sole
          discretion based on all relevant factors, including but not limited to
          applicable regulatory requirements, NIKE USA's obligations to third
          parties, consistency with NIKE USA affiliates' practices and policies
          in international markets, and the potential for disruption of
          relationships with existing customers of NIKE USA's affiliates.
          Notwithstanding the foregoing, NIKE USA agrees to amend the Account
          Application and Web Sales Agreement to permit sales to consumers
          outside of the United States in any country in which NIKE.com is
          allowed to sell, except to the extent such sales would cause or
          constitute a violation of any agreement with a third party. To the
          extent sales outside the United States would require the approval of
          any NIKE USA affiliate, NIKE USA shall be obligated to secure such
          approval on terms and conditions no less favorable to Fogdog than the
          terms and conditions set forth in this Term Sheet, the Account
          Application and the Web Sales Agreement.

 
1.2.3     Exclusivity
          -----------

        . Fogdog agrees to use NIKE USA and its affiliates as the exclusive
          suppliers of NIKE brand products to Fogdog.
 
        . For a period commencing on the date hereof and ending on [*], NIKE USA
          shall not open, and shall prevent its affiliates from opening, any
          "new internet-only account," which shall be defined as any retailer
          that sells only on the World Wide Web and does not fall within one of
          the following exceptions: (i) any entity which is an affiliate, as
          defined in Section 7.1 of this Term Sheet, of a current or future NIKE
          USA account that derives the majority of its revenue from traditional
          "brick and mortar" retail stores (for example, a special purpose web
          operating subsidiary of an existing NIKE customer); or (ii) any entity
          which serves as the e-commerce or web sales outsourcing provider for a
          current or future NIKE USA account that derives the majority of its
          revenue from traditional "brick and mortar" retail stores. In
          addition, for a period commencing on the date hereof and ending on
          [*] NIKE USA shall not invest, and shall prevent its affiliates from
          investing, in the securities of any entity of the type described in
          exception (ii) of the preceding sentence. The foregoing exceptions are
          intended to ensure that NIKE USA does not have an obligation to Fogdog
          to restrict the opportunities of its core customer base to sell NIKE
          products over the World Wide Web (any such restrictions shall be made
          unilaterally by NIKE USA after considering all relevant business and
          legal considerations). NIKE acknowledges that the foregoing exception
          for affiliates of current or future NIKE USA accounts is not intended
          to cover "spinoffs" whose outstanding securities are publicly traded
          or owned by venture capital firms or other financial investors. Sales
          by NIKE USA or its affiliates to such spinoffs on or before [*] would
          constitute a breach of this Term Sheet and the definitive Web Sales
          Agreement.
 
        . Fogdog acknowledges that NIKE USA's affiliate, NIKE.com, will continue
          to buy goods from NIKE USA for sale on the World Wide Web, and that
          nothing in the Web Sales Agreement or the definitive agreements limits
          the ability of any NIKE USA affiliate (or any NIKE USA account with a
          web sales presence) to sell on the web in direct competition with
          Fogdog.

 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
        . Fogdog may sell its securities to competitors of NIKE USA; provided
          that any such sale of securities representing a [*] [*] [*] and have
          the consequences described in Section 1.2. 16.

1.2.4     Ownership and use of the NIKE Trademarks
          ----------------------------------------

        . Nothing in this agreement or any other agreement between the parties
          does or will affect NIKE's ownership of the NIKE trademarks.
          Similarly, nothing in this agreement or any other agreement between
          the parties does or will affect Fogdog's ownership of the Fogdog
          trademarks. NIKE USA acknowledges that by opening Fogdog as a NIKE USA
          account NIKE USA is granting Fogdog an implied license to advertise
          NIKE products subject to the provisions of this Term Sheet and the
          definitive agreements.
 
1.2.5     Pricing
          -------
 
        . Based on consideration of the projected volumes of Fogdog's purchases,
          Fogdog's willingness to bear a portion of NIKE's costs of rapidly
          making product available to Fogdog for the Holiday '99 season, and
          other cost-related considerations unique to the e-commerce
          environment, NIKE USA will extend to Fogdog pricing terms in
          accordance with the strategic discount package described below in this
          Section 1.2.5. As indicated below, Fogdog will also be eligible to
          participate in all of the programs associated with similarly situated
          retailers (Co-op, [*], etc) on a negotiated basis.
        
          [*]


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
1.2.6     Co-op [*]
          ---------

        . Purchase of NIKE USA products will result in Co-op accruals of [*] 
          Co-op funds available in Fogdog's co-op account may be used by Fogdog
          in accordance with the rules generally applicable to NIKE USA's co-op
          program.
 
          [*] will be available in amounts ranging from [*] of sales to Fogdog,
          the precise percentage to be determined by NIKE [*] in accordance with
          the criteria usually applied in administering its [*] budget.

1.2.7     Special Make-Ups
          ----------------

        . Special make-ups are defined as footwear styles (combinations of
          materials, colors, features, etc.) which are developed by NIKE USA and
          its affiliates for sale to a single retailer. Special make-ups may
          share features, colors, etc. with products generally available in
          NIKE's line of products, or special make-ups for other customers, but
          they are different enough to be objectively perceived as unique by the
          average footwear consumer.
 
        . Fogdog has the right to receive exclusive special make-ups provided
          Fogdog meets the order eligibility criteria usually applied by NIKE
          USA for such products. Such criteria include, for example, the nature
          of the special make-up (e.g., unique color combination vs. unique
          outsole with special tooling requirements), production capacity, order
          volumes, etc.

        . Fogdog acknowledges that NIKE may engage in special make-up projects
          with various retailers who order extraordinary volumes, are willing to
          fund development costs, or are otherwise willing to contribute to
          NIKE's product creation process. These projects may result in features
          or technologies that are not eligible for incorporation into special
          make-ups that Fogdog may desire to order. One example is tuned air
          technology.

1.2.8     Early Releases
          --------------

        . Early releases are defined as products intended to be included in NIKE
          USA's generally available line of products but which are released to a
          select retailer or group of retailers at least [*] prior to general
          availability.


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
        . Under present NIKE USA assumptions and operating procedures, Fogdog is
          eligible to receive, on a non-exclusive basis, [*] NIKE reserves the
          right to consider such factors as category emphasis in determining
          which early releases will be available to Fogdog.

1.2.9     Special Promotional Programs.
          ---------------------------- 

        . Fogdog is allowed to purchase substantially all products available to
          NIKE.com in connection with NIKE.com's special promotional programs.
          Examples include special limited edition letterman's jackets, golf
          gift packs, etc. This does not include special make-ups or early
          releases or products that are made to order by NIKE USA for NIKE.com's
          customers.

1.2.10    Assistance with Web Site [*]
          ----------------------------

        . Without cost to Fogdog (except as reflected in Section 4.5), NIKE USA
          will provide as much assistance as possible, given NIKE's internal
          resource constraints and obligations to third parties, to provide
          [*] to Fogdog, including product and other images, the provision of
          samples for image development, etc.

        . Without cost to Fogdog (except as reflected in Section 4.5), NIKE USA
          will allow Fogdog to use NIKE's conversion charts for footwear sizing
          and the NIKE apparel sizing program as such charts are released within
          the NIKE USA organization.

        . NIKE USA shall own all right, title and interest in and to any content
          provided or created by NIKE USA, [*]

1.2.11    Specialty Footwear
          ------------------

        . Fogdog has the right to return for a full price refund (i.e., NIKE
          USA's list price less the discount applicable to Fogdog),[*] of the
          aggregate purchase price in any selling season of product in NIKE's
          "specialty footwear" categories (the precise percentage [*] [*] to be
          determined by Fogdog in its sole discretion). Any such returns must be
          received by NIKE USA [*] after the date of receipt by Fogdog.


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
1.2.12    Dedicated Sales and Service Team.
          -------------------------------- 

        . Without cost to Fogdog (except as reflected in Section 4.5), Fogdog
          will initially have priority access to a team of 3-5 individuals
          including a strategic account manager, customer service
          representative, footwear account executive and apparel/equipment
          account executive. As Fogdog's volumes grow, these will become
          dedicated resources (again, at no additional cost to Fogdog) if
          necessary to ensure that Fogdog receives excellent service.
 
        . Within 72 hours after execution of this Term Sheet by Fogdog, this
          team will commence showing NIKE USA's product line to Fogdog, working
          with Fogdog on a merchandizing and order strategy, and doing
          everything reasonably possible to obtain an agreed upon selection of
          available NIKE products for the Holiday '99 season.

        . Without cost to Fogdog (except as reflected in Section 4.5), NIKE
          USA's "EKINs" will be available to Fogdog on a priority basis to train
          Fogdog's customer service and site content people regarding the
          technical and performance aspects of NIKE products.

1.2.13    [*]

        . Fogdog will use its best efforts, consistent with its privacy
          obligations to its customers, to provide NIKE USA with [*] provided
          that any such information must be reasonably material in terms of the
          uses permitted by the last paragraph of this Section 1.2.13.

        . Fogdog will use its best efforts and act as soon as reasonably
          possible to amend its privacy policy to include a feature where
          prospective customers have the opportunity to electronically "opt-in"
          to have their information provided to NIKE USA and its affiliates.
 
        . Fogdog will act as soon as reasonably possible to ask its existing
          customers who have engaged in past transactions with Fogdog or
          registered with Fogdog whether they would consent to the provision of
          their customer and transaction information to NIKE USA and its
          affiliates. This could be in connection 


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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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          with an announcement of the new relationship between NIKE and Fogdog.

        . NIKE USA shall not, and shall not allow its affiliates to, directly or
          indirectly use Fogdog's customer data to solicit Fogdog's customers
          (for example, by advertising the availability of product on NIKE.com
          or at another retailer's store or web site), but may use such data for
          brand enhancement purposes (for example, announcing appearances by
          NIKE-affiliated athletes or providing information about NIKE sponsored
          events, provided that such brand enhancing activities do not direct
          potential purchasers to a named retailer or retail location).

1.2.14    Approval of Advertising and Advertising on Fogdog.com.
          ----------------------------------------------------- 

        . NIKE USA will have the right of reasonable prior approval of marketing
          efforts, including advertising and web site design, that involves
          display of the NIKE marks or assets generally associated with the
          brand (e.g., use of athletes associated with NIKE). Such right of
          reasonable prior approval shall not require Fogdog to submit marketing
          proposals, designs or concepts that are substantially similar to
          proposals, designs or concepts that have been previously approved. All
          advertising involving athlete images must be submitted for approval at
          least 10 days prior to use, and NIKE USA reserves the right to delay
          or prohibit Fogdog's use of such images to the extent necessary to
          fulfill NIKE USA's contractual obligations to third parties.

        . Fogdog will comply with all trademark usage guidelines promulgated by
          NIKE from time to time.

        . Fogdog will use commercially reasonably efforts to advertise the
          availability of closeout or reduced price inventory at an auction page
          or other location within Fogdog's web site that is separate from the
          location of Fogdog's other advertising for NIKE products.
 
        . In the event Fogdog grants the right to third parties to advertise
          (whether through banner advertising or otherwise) on Fogdog.com, NIKE
          shall be afforded [*] of or advertiser on Fogdog.com.


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1.2.15    Confidentiality/Publicity
          -------------------------

        . Unless otherwise mutually agreed upon by the parties as to the timing
          and content of any public announcement or press release, each of the
          parties agrees to keep the terms of this Term Sheet and the definitive
          agreements and all other information exchanged by the parties
          confidential, subject to the usual exceptions for disclosures required
          by statute, rule or regulation or other applicable law (for example,
          the federal and state securities laws). NIKE acknowledges that Fogdog
          will be required by applicable law to disclose the terms of this Term
          Sheet and, if applicable, the definitive agreements, to potential
          investors in connection with Fogdog's contemplated private placement
          of Series D Preferred Stock. Fogdog agrees to make such disclosures
          only to individuals who agree to keep such information confidential in
          accordance with NIKE USA's standard form of Confidentiality Agreement.

        . Fogdog will apply to the S.E.C. for and use its best efforts to obtain
          confidential treatment for the terms of this Term Sheet and the
          agreements embodied herein and the definitive agreements on the
          grounds that they contain confidential pricing information. NIKE USA
          will identify in writing prior to the initial filing of Fogdog's
          preliminary registration statement on Form S-1 all of the terms that
          NIKE USA believes should be covered by the request for confidential
          treatment.

1.2.16    Term and Termination
          --------------------

        . The Web Sales Agreement will have an initial term that will commence
          on the date hereof and end on [*].

        . On or after the end of the initial term, if Fogdog's aggregate actual
          purchases of NIKE products from [*] do not exceed [*] of Fogdog's
          aggregate projections for the [*] quarter comparison period, NIKE may
          at any time terminate the Web Sales Agreement. NIKE USA will give
          notice of its election to terminate at least [*] days before the
          termination date. In such event, NIKE would honor reasonable orders
          received prior to such election. Fogdog's purchase projections, which
          the parties acknowledge are aspirational and are to be used solely for
          purposes of the termination provision, are as follows:
 
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          [*]

        . At the end of the initial term, if Fogdog's aggregate actual purchases
          of NIKE products from calendar [*] do exceed [*] of Fogdog's aggregate
          projections for the [*] quarter comparison period, NIKE will not have
          the right to terminate the Web Sales Agreement and the term shall
          extend for an additional [*] year extension term ending [*].

        . On or after the end of the [*] year renewal term, if Fogdog's
          aggregate actual purchases of NIKE products from calendar [*] do not
          exceed [*] of Fogdog's aggregate projections for the [*] quarter
          comparison period, NIKE may at any time terminate the Web Sales
          Agreement. NIKE USA will give notice of its election to terminate at
          least 60 days before the termination date. In such event, NIKE would
          honor reasonable orders received prior to such election. Fogdog's
          purchase projections, which the parties acknowledge are aspirational
          and are to be used solely for purposes of the termination provision,
          are as follows:

          [*]               

        . At the end of the [*] year renewal term, if Fogdog's aggregate actual
          purchases of NIKE products from calendar [*] do
          exceed [*] of Fogdog's aggregate projections for the [*] quarter
          comparison period, and if it is reasonable for the parties to project
          annual purchases for the next four quarters to exceed [*]
          (based on futures orders, etc.), NIKE will not have the right to
          terminate the Web Sales Agreement and the term shall extend for an
          additional [*] year renewal term ending [*].
 
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        . The definitive Web Sales Agreement will contain the usual provisions
          for immediate early termination in the event of bankruptcy,
          insolvency, etc.
 
        . The definitive Web Sales Agreement will contain provisions for early
          termination in the event of material breach by either party and
          failure to cure [*]. Certain breaches will be defined as material and
          incurable and give rise to a right of immediate termination, including
          violation of intellectual property rights, breach of confidentiality,
          and failure to comply with the express prohibitions in the Account
          Application (transshipping, etc.). A sale of stock representing [*]
          percent or more of the voting power of Fogdog's outstanding voting
          securities or a sale of stock to a competitor of NIKE USA [*] will be
          considered to be a material, incurable breach by Fogdog and give rise
          to an immediate right of termination, but shall not result in
          liability to NIKE USA or any affiliate for money damages. Subject to
          the preceding sentence, in the event of a breach of this agreement
          either party may seek whatever remedies are available under applicable
          law.
 
        . Either party has the right to terminate the Web Sales Agreement
          without cause at any time upon 90 days notice to the other; provided
          that if NIKE makes such an election without cause [*] (i.e., except in
          accordance with exercise of NIKE USA's non-renewal option referred to
          above), it shall pay an early termination fee of [*] to Fogdog.

        . As used in this Term Sheet, the term "cause" shall mean a [*].

        . In the event of non-renewal or early termination without cause, NIKE
          will honor all orders received prior to delivery of notice of
          termination. Termination for cause shall result in cancellation of all
          outstanding orders.
 
        . In the event of termination, non-renewal or expiration of the Web
          Sales Agreement, either party will have the right to terminate the
          Account Application. Similarly, in the event of termination of the
          Account Application either party will have the right to terminate the
          Web Sales Agreement. Termination 
 
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          of the Account Application by NIKE without cause during the initial
          term (i.e., except in accordance with exercise of NIKE USA's non-
          renewal option referred to above) will result in an obligation to pay
          the [*] referred to above in connection with termination of the Web
          Sales Agreement.

        . Upon termination each party will return all confidential and/or
          proprietary information of the other, including but not limited to
          product images, sizing charts, product descriptions, etc.

1.2.17    Other Provisions
          ----------------

        . The definitive Web Sales Agreement will have other provisions
          customary in an agreement of this nature.

2.   Agreement by BNH-USA to open Fogdog, Inc. as a BNH-USA Retail Account.
     --------------------------------------------------------------------- 

     BNH-USA agrees, which agreement shall be memorialized in greater detail
pursuant to an account application agreement and Web Sales Agreement on terms
and conditions substantially equivalent to those set forth above with respect to
NIKE USA, to open Fogdog as an account. BNH-USA purchases shall count in
determining application of the non-renewal option in the NIKE-USA Web Sales
Agreement and vice versa. However, certain of the promises that relate
specifically to NIKE USA's footwear products and sales programs (Coop, MDF,
special make-ups, etc.) may not apply or may apply differently in the context of
BNH-USA's product lines and programs. In such event, Fogdog will be eligible to
participate in all programs available to BNH-USA retailers who are similarly
situated in terms of the [*]. If BNH-USA does not maintain Co-op or MDF programs
that are substantially similar to NIKE USA's programs, Fogdog may elect to have
its purchases of BNH-USA products treated as purchases of NIKE USA products for
purposes of calculating benefits under such programs.

3.   Agreement by NTS to open Fogdog, Inc. as an NTS Retail Account.
     -------------------------------------------------------------- 

     NTS agrees, which agreement shall be memorialized in greater detail
pursuant to an account application agreement and Web Sales Agreement on terms
and conditions substantially equivalent to those set forth above with respect to
NIKE USA, to open Fogdog as an account. NTS purchases shall count in determining
application of the non-renewal option in the NIKE-USA Web Sales Agreement and
vice versa. However, certain of the promises that relate specifically to NIKE
USA's footwear products and sales programs (Coop, [*], special make-ups, etc.)
may not apply or may apply differently in the context of NTS's product lines and
programs. In such event, Fogdog will be eligible to participate in all programs
available to NTS retailers who are similarly situated in terms of the [*]. If
NTS does not maintain Co-op or MDF programs that are substantially similar to
NIKE USA's programs, Fogdog may
 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
elect to have its purchases of NTS products treated as purchases of NIKE USA
products for purposes of calculating benefits under such programs.

4.   Agreement under which NIKE.com Will Agree to Sell to Fogdog.
     ----------------------------------------------------------- 

     NIKE.com agrees to sell to Fogdog products available in NIKE.com's
inventory of products available for retail sale pursuant to the following terms
and conditions:

     4.1  During the term of the Web Sales Agreement between NIKE USA and
Fogdog, Fogdog will be entitled to place orders from time to time in its
discretion, but only for product available in NIKE.com's existing inventory, and
only for shipment to retail consumers in the U.S. (or APO/FPO) who placed
corresponding orders with Fogdog.  Fogdog will not have access to products that
are made to order by NIKE USA for NIKE.com's customers.

     4.2  Coordination Regarding Product Availability.
          ------------------------------------------- 

     4.2.1     The parties will work together in good faith to ensure adequate
information flow regarding orders and product availability so that orders placed
by Fogdog's customers are fulfilled promptly.

     4.2.2     Fogdog shall have the right to order from NIKE.com [*] of NIKE
brand product for a given calendar year, subject to product availability and
NIKE.com's right to reasonably allocate product mix.

     4.2.3     Fogdog will not have the right to buy special make-ups or early
releases that NIKE.com receives from NIKE USA unless NIKE.com agrees otherwise.
Subject to availability, Fogdog will be able to order substantially all special
promotional products that NIKE.com receives.

     4.3  Pricing.
          ------- 

     4.3.1     All products to be purchased by Fogdog shall be discounted to a
price that is equal to the [*] except that in no event will NIKE.com be
obligated to sell a product to Fogdog for less than it paid for that product.

     4.3.2     NIKE.com will be entitled to charge Fogdog, [*] associated with 
FogDog's orders.

     4.4  Assistance with Content; Access to Data; Confidentiality. Assistance
          ---------------------------------------------------------           
with content, access to data, and confidentiality are to be made or given on
terms and conditions that are substantially similar to those outlined above for
NIKE USA.

 
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WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
     4.5  Payments to Defray NIKE.com's Costs.  In consideration of the pricing
          -----------------------------------                                  
concessions by NIKE.com and NIKE USA, the start-up costs to be incurred by
NIKE.com and NIKE USA in providing content-related assistance, and NIKE.com's
and NIKE USA's start-up systems, communication, transportation and service
costs, Fogdog will make an initial cash payment of [*] to NIKE.com upon
execution of this Agreement and a second payment of [*] upon the earlier of [*]
days after the closing of Fogdog's initial public offering ("IPO") or [*]. In
addition, NIKE.com and Fogdog shall negotiate in good faith regarding
compensation to NIKE.com for its ongoing (i.e., post start-up) efforts to assist
Fogdog with image transfers, product training, ordering tasks, and fulfillment
efforts. In no event shall NIKE.com seek to charge Fogdog for assistance that
NIKE.com provides without charge to other accounts.

     4.6  Term and Termination.  The agreement will commence on the date hereof
          --------------------                                                 
and will continue until termination of the agreement between NIKE USA and
Fogdog.

     4.7  Other Provisions.  The definitive agreement will have other provisions
          ----------------                                                      
customary in an agreement of this nature.

5.   Agreements Relating to NIKE USA's Purchase of a Warrant for Fogdog
     ------------------------------------------------------------------
     Preferred Stock.
     ----------------

     5.1  Warrant Agreement.  NIKE USA and Fogdog agree, which agreement shall
          ------------------                                                  
be memorialized in greater detail pursuant to a definitive Warrant Agreement,
that NIKE USA will purchase a warrant to purchase shares of Fogdog's Series C
Preferred Stock.  This agreement is on  the following terms and conditions:

     5.1.1     Price of Warrant
               ----------------

             . NIKE USA will pay $1.00 for the warrant.

     5.1.2     Reps and Warranties
               -------------------

             . The definitive Warrant Agreement will include customary issuer
               representations and warranties (e.g., the warrant is duly
               authorized and validly issued; the preferred stock issuable upon
               exercise has been reserved and will, upon issuance and payment,
               be duly exercised and validly issued; etc.) and standard investor
               representations and warranties of NIKE USA.

     5.1.3     Right of Participation.
               ---------------------- 

             . NIKE USA will be offered the opportunity to maintain its
               ownership interest in Fogdog on all subsequent preferred stock
               financing rounds prior to Fogdog's IPO, except the contemplated
               offering of Fogdog's Series D Preferred Stock.

 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
5.1.4     Right of First Refusal
          ----------------------

        . Prior to the IPO, Fogdog will have a right of first refusal on
          transfer of Fogdog securities by NIKE USA to any third party except an
          affiliate of NIKE USA.

5.1.5     Market Standoff Provision
          -------------------------

        . NIKE USA agrees to a market stand off as to sales of Fogdog securities
          owned by NIKE USA for a [*] following the IPO. NIKE
          USA's shares shall be released from the standoff obligation over the
          three year period as follows: [*] of the shares shall be released
          from the restriction on the first anniversary date of the IPO; [*] of
          the shares shall be released from the restriction on the second
          anniversary date of the IPO; and the remaining [*] of the shares
          shall be released from the restriction on the third anniversary date
          of the IPO. NIKE will sign Credit Suisse First Boston's form of lockup
          agreement. NIKE USA's standoff obligation will terminate in connection
          with a sale of all or substantially all of the assets of Fogdog or the
          sale by Fogdog's shareholders of interests representing more than [*]
          of the total voting power of Fogdog's outstanding voting securities to
          one party or one or more related parties (i.e, sales by Fogdog's
          shareholders in a public offering will not terminate the standoff
          obligation).

5.1.6     Standstill Provision
          --------------------

        . NIKE USA agrees to a standstill prohibiting NIKE USA or any affiliate
          after the IPO from purchasing additional shares of Fogdog from any
          third party without the prior written consent of Fogdog.
 
5.1.7     Restriction on Transfer to Competitors
          --------------------------------------
 
        . NIKE USA will also agree not to sell its Fogdog securities to a
          competitor of Fogdog (which competitors are to be defined in the
          definitive agreement), except in connection with a sale of Fogdog
          which is approved by the shareholders in accordance with Fogdog's
          articles of incorporation. This provision shall not restrict sales to
          NIKE affiliates that may compete with Fogdog, or sales in the open
          market.

 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
5.1.8     Access to Financial Information.
          ------------------------------- 
 
        . During the period prior to the IPO, NIKE USA will have access to
          Fogdog's financial information and business plans to the same extent
          as existing Fogdog investors with board seats.

5.2  Warrant.
     ------- 

5.2.1     Vesting
          -------

        . The warrant will be exercisable in full on the issue date.

5.2.2     Exercise Price
          --------------

        . The warrant will have an exercise price of $1.0294 per share of Series
          C Preferred Stock.

5.2.3     Number of Shares of Series C Preferred Stock
          --------------------------------------------

        . The number of shares of Series C Preferred Stock issuable upon
          exercise of the warrant shall be 6,171,524.

        . The number of shares issuable upon exercise of the warrant, and the
          exercise price per share, shall be adjusted to reflect stock
          dividends, stock splits, reverse stock splits, etc. involving the
          Series C Preferred Stock.

5.2.4     Rights and Preferences of Series C Preferred Stock
          --------------------------------------------------

        . The rights, preferences and privileges of the Series C Preferred Stock
          issuable upon exercise of the warrant will be the same as the rights,
          preferences and privileges of the Series C Preferred Stock that is
          currently outstanding, including, without limitation, antidilution
          rights and rights upon registration, liquidation, conversion,
          redemption and preemption.

5.2.5     Automatic Conversion
          --------------------

        . The warrant to purchase Series C Preferred Stock, if unexercised at
          the time of the IPO, will convert into a warrant to purchase Common
          Stock upon the conversion of the Series C Preferred Stock into Common
          Stock at the IPO.

 
5.2.6     Net Exercise Right
          ------------------

        . The warrant will contain a "net exercise" provision pursuant to which
          NIKE USA can pay the exercise price with underlying shares and tack
          its holding period for Rule 144 purposes.

6.   Agreements between NIKE USA, Fogdog and Fogdog's Principal Investors
     --------------------------------------------------------------------
Regarding Rights and Restrictions Applicable to NIKE USA's Equity Investment in
-------------------------------------------------------------------------------
Fogdog.
------ 

     6.1  Registration Rights Agreement. NIKE USA and Fogdog agree that the
          -----------------------------                                    
shares of Common Stock underlying the warrant are "Registrable Securities" under
the provisions of  Fogdog's existing  Registration Rights Agreement .  In
addition, NIKE USA shall have the right, pursuant to an amendment to the
Registration Rights Agreement, to have one separate demand registration right
for its Fogdog securities which, if such right were to be exercised, would allow
NIKE USA to register and sell its Fogdog securities within the time frames of
its standoff agreement referred to above (i.e., [*], [*] and [*] at the end of
years one, two and three, respectively).  NIKE USA will waive its right to such
demand registration right upon receipt of an opinion of counsel, in a form
reasonably acceptable to NIKE USA, concluding that NIKE USA would be able to
sell within the time frames of its standoff agreement in compliance with Rule
144 under the Securities Act of 1933, as amended.

     6.2  Shareholders Agreement. Fogdog and its investors agree to enter into a
          ----------------------                                                
Shareholders Agreement with NIKE USA containing at least the following terms and
conditions:

     6.2.1     Co-Sale Obligation. If more than [*]
               ------------------                                   
of Fogdog (excluding NIKE USA) agree to sell Fogdog or at least a majority of
its stock or assets to a third party, NIKE USA or any transferee of NIKE USA's
stock will agree to sell its shares in such sale.

     6.2.2     Voting Agreement.  As long as NIKE USA holds its warrant to
               ----------------                                           
purchase shares of Series C Preferred Stock, the Series C Preferred Stock, or
all of the underlying shares of Fogdog Common Stock, NIKE USA will be entitled
to a seat on the Board of Directors of Fogdog or, at NIKE's election, to have an
observation right for one individual to have all of the rights and privileges of
a board member, except the right to vote.  The identity of such board or
observer designee shall be at NIKE USA's discretion.  This right will expire
upon Fogdog's IPO.

7.   Miscellaneous Provisions.
     -------------------------

     7.1  Definition of "affiliate."  The term "affiliate, " as used in this
          ------------------------                                          
letter, means any entity controlling, controlled by, or under common control
with a named entity, where "control" means the power to vote, or direct the
voting of, more than 50 percent of 


 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



 
the voting interests in the entity. Fogdog acknowledges and agrees that nothing
in this Term Sheet or the definitive agreements will give Fogdog a right to sell
products manufactured by NIKE USA's affiliates Cole Haan and NIKE IHM, Inc.

     7.2  Choice of Law. This Term Sheet and the definitive agreements
          -------------                                               
reflecting the agreements in Sections 1-4 shall be governed by and construed in
accordance with the laws of the state of Oregon, without regard to the choice of
law principles applied in the courts of such state.  The agreements reflected in
Sections 5 and 6 shall be governed by and construed in accordance with the laws
of the state of California, without regard to the choice of law principles
applied in the courts of such state.

     7.3  Rules of Construction.  The parties agree that this Term Sheet is the
          ---------------------                                                
product of negotiation and that no party will be deemed to be the drafter
thereof. In this Term Sheet, unless the context otherwise requires: headings are
inserted for convenience only and will be ignored in construing any matter;
references to the singular include the plural and vice versa; references to
"persons" include corporations, firms and any other entity; reference to a
section, clause or schedule is a reference to such in this Term Sheet unless
otherwise stated;

     7.4  Amendment; Waiver.  No term of this Term Sheet shall be amended,
          ------------------                                              
supplemented, waived or modified except in a written document signed by each of
the parties.  No delay or omission in the exercise of any right or remedy shall
be deemed a waiver of any right or remedy.  No waiver shall constitute a waiver
of any other provision, breach, right or remedy, nor shall any waiver constitute
a continuing waiver.

     7.5  Severability.  Should any part of this Term Sheet for any reason be
          -------------                                                      
declared by any court of competent jurisdiction to be invalid, such decision
shall not effect the validity of any remaining portion, which remaining portion
shall continue in full force and effect as if this Term Sheet had been executed
with the invalid portion hereof eliminated, it being the intention of the
parties that they would have executed the remaining portion of this Term Sheet
without including any such part, parts or portions which may for any reason be
hereafter declared invalid.

     7.6  Successors and Assigns.  This Term Sheet shall be binding upon and
          -----------------------                                           
inure to the benefit of the parties and their respective permitted successors
and assigns.

     7.7  Entire Agreement.  This Term Sheet constitutes the entire agreement
          ----------------                                                   
between the parties with respect to the subject matter of this Term Sheet and
supersedes all prior or contemporaneous agreements, promises or representations,
written or oral.  No party is relying upon any representations or promises other
than those set forth herein.

     7.8  Execution by Counterpart.  This Term Sheet may be executed by
          ------------------------                                     
facsimile and in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.