MASTER PURCHASE AGREEMENT

This Agreement (the "Agreement") is made and dated as of the [________________] (the “Effective Date”), by and between Payless ShoeSource Worldwide, Inc., a Kansas corporation (the "Buyer") and [__________________________] a/an [__________________] corporation located at [________________________________] (the "Supplier").

WHEREAS, Buyer desires to have the right to obtain certain goods and related services hereto and the applicable Purchase Order, if any, (collectively, the "Goods") when, if and as ordered; and

WHEREAS, Supplier is willing to sell to Buyer the Goods when, if and as ordered and subject to the conditions of this Agreement and the Purchase Order , if any; and

WHEREAS, Buyer and Supplier agree that in order to facilitate any further transactions and allow for a more efficient exchange between them, it is necessary to set forth the terms of all such transaction in advance; and

WHEREAS, Buyer does business under multiple concepts and trade names and this Agreement is intended to cover all purchases of Goods for any one or all of Buyer’s concepts.

NOW THEREFORE, in consideration of the mutual covenants herein contained the sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope . The Supplier agrees to sell to Buyer and Buyer agrees to purchase from the Supplier the Goods and any related services as may be purchased by Buyer from time-to-time. As applicable, in each order (each an “Order”), Buyer will specify the description of Goods, quantity, purchase price, and delivery date subject to the terms and conditions of this Agreement. Each Order shall: (i) either be in the form of a purchase order or similar to the form attached hereto and incorporated herein as Exhibit A; (ii) be consecutively numbered with respect to all prior Orders. Supplier understands that this Agreement does not commit Buyer to purchase any Goods from Supplier. The terms of this Agreement and the applicable ordering document of Buyer constitute the final written expression of all the terms for each purchase of the Goods is a complete and exclusive statement of those terms. Supplier agrees that failure to notify Buyer in writing within three days of receipt of Buyer’s Order shall constitute acceptance of the Order by Supplier. Buyer accepts no changes in or additions to the provisions of this Agreement unless in writing signed by Buyer's duly authorized representative and such amendment specifically references this Agreement. No signature upon any Supplier form or invoice shall constitute Buyer's acceptance of or consent to any terms or conditions therein that differ from or add to the terms and conditions of this Agreement.

2. Term. The Term shall commence upon the Effective Date and shall continue for a period of 3 years thereafter (the “Term”). The term may be extended or renewed for an additional term only by written consent of the parties. If the term of the Agreement expires without being formally renewed or extended, but both parties continue to perform as set forth in the Agreement, then this Agreement will continue in effect on a month-to-month basis pursuant to the terms of the Agreement until terminated by either party on thirty (30) days prior written notice. This Agreement may be terminated by Buyer for any reason upon 90 days written notice to Supplier without cost or penalty to the Buyer other than that set forth in the following sentence. Upon termination of this Agreement, Buyer agrees to purchase, subject to the terms any previously issued Order(s), all finished Goods produced specifically for Buyer by Supplier

1 of 15

and all work in process as a direct result of a Order issued prior to the expiration of the Term of this Agreement. Supplier agrees to fill all unfilled Order(s) referenced in the prior sentence in a timely manner. However, if Supplier has not begun production of Goods pursuant to a specific Order, Buyer may request that the Supplier cancel such Order without cost or penalty. Notwithstanding any other term of this agreement, if Buyer terminates this Agreement as a result this paragraph, Buyer’s sole liability under this Agreement shall be to pay for any Goods delivered on time in accordance with any previously issued Order.

3. Pricing. The price for the Goods (the “Purchase Price”) shall be the price contained in the Order. If pricing terms are not set forth herein then the prices charged to Buyer shall be the lowest price charged by Supplier to any other customer for similar Goods. If Supplier reduces its prices for any Good or offers more favorable terms for the same or substantially similar Goods in similar or lesser quantities Supplier shall reduce the price to Buyer to at least that level for all future purchases and refund to Buyer such difference for all Goods purchased 3 months prior to such decrease in price. In addition, such more favorable terms shall apply to all purchases of Goods which have not been delivered to Buyer

4. Indemnification and Insurance. The parties agree that as a material part of the consideration given to induce Buyer to enter into this agreement, Supplier agrees:

a. to defend, indemnify and hold Buyer, its affiliates, parent, subsidiaries, employees, licensees, agents and contractors (collectively, the "Indemnitees"), harmless to the fullest extent allowed by law, from any and all claims, actions, suits, investigations, government action, liabilities, damages, costs or expenses, including attorneys' fees, asserted against or incurred by the Indemnitees that may have been caused, or alleged to have been caused, directly or indirectly by (i) Supplier's act or omission, (ii) Supplier's failure to comply with the terms of this Agreement or any applicable Order, (iii) use of the Goods by Buyer's customers or others, (iv) any governmental action relating to the Goods, (v) any claim of a defect in transfer of title of Goods to Buyer or (vi ) any actual or alleged infringement of rights of third parties including but not limited to privacy, publicity, reputation, or U.S. or foreign patent, trademark, trade dress, trade name, copyright, or other statutory or common law right or proprietary rights; and

b. to obtain and maintain in effect at all times during the period, commencing upon the date of this Agreement and ending two (2) years after its termination, Commercial General Products Liability Insurance and Completed Operations, underwritten by a U.S. insurer with an A.M. Best Co. rating of A-IX or better, with: a) combined bodily injury and personal injury and property damage liability limits of no less than a total of US $2,000,000 per occurrence and a total of US $5,000,000 aggregate (the foregoing limits can be supplied in a single policy or a combination of primary and excess insurance), b) a deductible or self-insured retention not exceeding US$25,000 per occurrence, and c) a "persons insured" provision of each policy endorsed to include Buyer as an additional insured.

The insurance must be written on a "primary" basis regardless of Buyer's insurance. Prior to the first shipment of Goods hereunder and upon any renewal of the required insurance, Supplier shall furnish to Buyer a certificate clearly showing that the required insurance is in effect. The certificates must provide that no change or cancellation of insurance will be made without thirty (30) days’ prior written notice to Buyer. Buyer will be included as an additional insured on all coverage listed above. Supplier shall promptly notify Buyer of any defect, illegality or claim of which Supplier becomes aware.

2 of 15

5. Terms and Conditions .

a. Timely Delivery . Supplier agrees to timely deliver of Goods to Buyer, consistent with the terms of this Agreement.

b. Failure to Deliver . Buyer may terminate an Order in the event delivery of the applicable Goods thereunder does not arrive by the delivery date set forth in such Order. Buyer may choose to impose a service level penalty fee (“Penalty Fee”) for every day the Order is late as specified in the relevant Order.

c. Business Reviews . If requested by Buyer, Supplier will compile information for Buyer about the procurement of Goods it has procured and schedule a time to conduct quarterly, bi-annual or annual business reviews to outline spend, savings and other applicable information e.g. indentify opportunities for process improvements and/or cost reductions, regarding Buyer’s procurement of Goods for the specific category for the most recent ending calendar year.

d. Category Support. When procuring on behalf of Buyer, Supplier agrees to monitor the supply market and perform ongoing category management activities. Supplier shall use all commercially reasonable efforts to achieve cost reductions for Goods procured on Buyer’s behalf. Supplier will provide high-level direction and reasonably assist Buyer with monitoring the supply performance and sub-supplier management. Supplier shall work with Buyer to identify supplier development opportunities, implement supplier development programs, and drive additional, non-price savings to Buyer through various joint process improvements (“JPIs”)

e. Guarantee of Goods . Without limiting Supplier’s liability under any other provision of this Agreement, Supplier Guarantees all Goods for the longer of (i) a period of one year from the completion of the work or delivery of the Goods, (ii) such longer period as may be specified in the applicable Order or statement of work or (iii) the warranty provided to other customers. The foregoing is in addition to any other remedies Buyer may have hereunder.

f. Supplier’s Responsibilities. Supplier is fully responsible for all losses or damages incurred as a result of Supplier’s sale of Goods or the performance of any services at Buyer’s facilities, whether performed by Supplier, Supplier’s employees, agents, affiliates and/or subcontractors. In addition to any other indemnification obligations set forth herein, Supplier agrees to defend, indemnify and hold Buyer harmless from any and all Claims arising out of or in any manner resulting from Supplier’s use of, or performance of any services at, Buyer’s facilities including, but not limited to: (i) any act, omission or negligence by Supplier, Supplier’s employees, agents, affiliates and/or subcontractors; and (ii) damage to or destruction of personal or real property of Buyer or any third party or the injury or death to persons, including without limitation, employees or invitees of Buyer and Buyer, Buyer’s employees, agents, affiliates and/or subcontractors. Supplier shall, by entering upon and using any Buyer’s facilities, be deemed to have accepted the Buyer’s facilities in its then condition. Buyer assumes no liability for damage to or loss of Supplier’s property or the property of Supplier’s employees, agents, affiliates and/or subcontractors. Supplier acknowledges that any services Supplier conducts at Buyer’s facilities are conducted entirely at Supplier’s own risk, and Supplier hereby releases Buyer from any claims, liability or loss occurring at Buyer’s facilities. Supplier agrees to use best efforts not to hinder any of Buyer’s operations or to detract from Buyer’s customer experience while at Buyer’s facilities. Supplier shall immediately remove all materials, equipment and rubbish Supplier places on Buyer’s facilities, and restore, at Supplier’s sole cost and expense, Buyer’s facilities to the condition it was in immediately prior to Supplier’s entrance onto the facilities.

3 of 15

g. Delivery Terms. The Goods shall be transported to the F.O.B. delivery point in accordance with Buyer's instructions as set forth in the Order. Supplier shall provide appropriate documentation or authorizations to satisfy any customs or importation requirements for any country where Buyer intends to ship Goods. Supplier shall cause the Goods ordered to be delivered by the date(s) specified in such Order. Supplier shall not make any substitutions for the Goods without the prior written consent of Buyer. In addition, without limiting the warranties set forth elsewhere in this Agreement, all Goods shall be new (not remanufactured or refurbished), free of defects, and in good operating condition.

h. Limitation of Claims . Supplier shall furnish Buyer with proof of delivery at Buyer’s request. In the event of Supplier’s failure to notify Buyer’s Accounts Payable Department in writing within three months following shipment of Good or completion of related services pursuant to an Order of Buyer’s nonpayment of Supplier’s invoices, Buyer shall have no further obligation to pay Supplier for Goods shipped or services provided pursuant to such Order. Unless an action is commenced or set-off interposed within one (1) year after the same accrues, Supplier shall be banned commencing an action or interposing a set-off against Buyer for breach of contract, nor shall any counterclaim or set-off be interposed by Supplier, by reason thereof, including without limitation: (i) for monies due or to become due hereunder, (ii) for the amount of any discounts, allowances or other deductions from remittances made on account of merchandise purchased hereunder, (iii) disputing Buyer’s right to return all or any part of the merchandise purchased hereunder, or (iv) the fact of the making of such returns, unless such action is commenced or set-off interposed within one (1) year after the same accrues.

i. Customs Trade Partnership Against Terrorism (C-TPA T). Supplier acknowledges that United States Customs and Border Protection has established an initiative called the Customs Trade Partnership Against Terrorism (C-TPAT). Supplier hereby agrees to use its best efforts to support Buyer's support of C-TPAT. Supplier agrees to (i) fully comply with any reasonable request of Buyer to ensure that all products sold to Buyer are as safe from terroristic acts as possible, (ii) comply with all United States Customs and Border Protection Agency security recommendations, (iii) use commercially reasonable efforts to become a certified and validated member of C-TPAT, if available to Supplier, (iv) immediately notify Buyer if Supplier becomes suspicious or aware of any attempt, potential attempt, or commission of any act of terrorism with respect to the products, (v) promptly notify Buyer of any breach or suspected breach in the security and safeguard of the products while within Supplier's custody or control, or in the event it otherwise has information regarding any suspected or known breach of security pertaining to the Goods. Further, upon request of Buyer, Supplier will promptly provide written certification it is compliant with C-TPAT. If Supplier at any time becomes aware that it is not compliant with C-TPAT, it will promptly notify Buyer.

j. Payments. Supplier shall furnish Buyer with an invoice for Goods purchased by Buyer at the end of each month during the term of this Agreement. Each invoice will set forth in reasonable detail the Goods and any related services covered by the related invoice. Invoices and any supporting documents requested by Buyer should be submitted via the Buyer’s electronic invoicing system at http://payless.xign.net. Contemporaneously with submitting any invoice for payment, Supplier shall attach lien releases for any Goods subject to a lien. Once an invoice is properly submitted (i.e., all rates, quantities, discounts and required documentation is provided and accurate) Buyer shall pay to Supplier the amount owed for Goods subject to following:

4 of 15

(a) Invoices submitted through XIGN® shall be paid by Buyer based on Supplier selection of the following options:

i. Net 45 days ii. 1% 15 days (1 percent discount if paid within 15 days, otherwise Net 45)

iii. 2% 10 days (2 percent discount if paid within 10 days, otherwise Net 45)iv. 3% 5 days (3 percent discount if paid within 5 days, otherwise Net 45)v. 4% 3 days (4 percent discount if paid within 3 days, otherwise Net 45)

(b) Invoices submitted by any other invoice method shall be paid within sixty (60) days following its receipt thereof.

Each invoice must reference the applicable Order number, if any. Supplier expressly agrees to charge, collect and remit the lawful amount of sales taxes on its invoices, and separately itemize the amount of sales tax being charged on each invoice. Supplier represents and warrants that it will only allow persons authorized to act on behalf of Supplier to make any changes to payment or other terms. Once such changes are made, Supplier agrees that those changes will be binding on Supplier.

6. Inspection and Acceptance. Notwithstanding Buyer's pre-delivery inspection, if any, Buyer reserves the right to reject all or any part of the Goods shipped that: (1) fail to conform to the applicable Order in terms of quantities, quality, styles, sizes, or colors; (2) fails to meet sample; (3) is not as represented or warranted; (4) are not packaged or labeled as required by Buyer or (5) is shipped before or after the shipment date specified in the applicable Order.

Buyer shall not be deemed to have accepted the Goods until it has had a reasonable time after receipt of the Goods to inspect it for non-conformity. Such a period shall be extended if, in Buyer's sole judgment, the complexity of the Goods, the quantity received, or any other circumstances makes such extension reasonable to afford Buyer an adequate opportunity to inspect the Goods. Any unpacking or handling of the Goods incident to the Buyer's inspection shall not indicate Buyer's acceptance of the Goods. Buyer's inspection of the Goods shall not relieve Supplier of obligations hereunder or of any liability for latent defects. At Buyer's discretion, such inspection may include preliminary, final, and/or random inspections to ensure that the Goods is in good order and in accordance with Buyer's instructions and specifications. The warranties in this Agreement constitute assurances to Buyer that all of the Goods shall conform to the terms of the applicable Order, any samples, and any representations or warranties made to Buyer. Buyer shall be deemed to have relied upon those assurances whenever it accepts the Goods. Buyer reserves the right to revoke acceptance of the Goods whenever it discovers such non-conformities, even if the time for inspection has passed. In no event shall payment constitute acceptance of non-conforming Goods.

Right of Return. Buyer may return or hold rejected Goods at Supplier's risk and expense, and may charge Supplier the cost of shipping, unpacking, examining, repacking, warehousing, reshipping, duties, fees and other related expenses. If Buyer has not already offset such charges against amounts due Supplier, Supplier shall pay to Buyer such charges within ten (10) days of Supplier's receipt of the charge from Buyer. In addition to, and not in limitation of, the rights reserved to Buyer in this Agreement to reject or revoke acceptance of non-conforming Goods and obtain compensation for damages incurred for such non-conforming Goods.

Right of Cancellation Buyer reserves the right to cancel without cost or penalty all or any part of the undelivered portion of any Order or to refuse to accept delivery if Supplier breaches any of the terms of

5 of 15

this Agreement, including, without limitation, warranties of Supplier or if Supplier does not make deliveries as specified by the applicable Order. Buyer also reserves the right to cancel without cost or penalty any Order placed hereunder in whole or in part in case of strike, fire, earthquake or other casualty or circumstances beyond its reasonable control materially affecting its premises or business, or (ii) in case of Supplier's insolvency or bankruptcy.

Supplier’s Obligations Upon Return or Cancellation of an Order. If Buyer cancels an Order for any reason, or returns Goods covered by this Agreement to Supplier pursuant to rejection or revocation of acceptance, Supplier shall not resell Goods that was labeled, packaged or tagged with Buyer's name or symbol without first obtaining Buyer's permission in writing. In any event, Supplier shall not resell such Goods until it removes or obliterates any mark, tag, or label identifying it with Buyer or any of Buyer's trademarks, and Supplier shall destroy the boxes, if any, associated with the Goods.

7. Representation and Warranties. Supplier1 represents and warrants to Buyer that (a) the Goods and any associated services shall meet or exceed Buyer’s standards and all industry standards, as such standards may be modified from time to time, (b) the Goods will be delivered in compliance with all standards and conditions presented by Buyer to Supplier (including without limitation in any Requests for Proposal sent out by Buyer) and all applicable laws, rules and regulations; (c) conform to all specifications, drawings, models, samples or other descriptions used by Supplier or required by Buyer and posses all performance qualities and characteristics claimed in advertisements issued or authorized by Supplier; (d) Buyer is under no obligation or restriction, nor will it assume any obligation or restriction that would in any way interfere or be inconsistent with the performance of this Agreement; (e) the Goods do not infringe any privacy, publicity, reputation, or U.S. or foreign patent, trademark, trade dress, trade name, copyright, or other statutory or common law right or proprietary right of a third party; (e) Goods are new and do not contain any used or reconditioned parts unless Buyer agrees to in advance in writing and include all manufacturer’s warranties; (f) if Supplier knows or has reason to know the particular purpose for which Buyer intends to use the Goods, such Goods will be fit for such particular purpose(g) Supplier conveys good title to Goods covered by this Agreement and any associated Order and that such transfer is rightful and that Goods shall be delivered free from any security interest or other lien or encumbrance (h) the prices charged for the Goods are not in excess of prices charged to other customers for similar or lesser quantities of like items under similar delivery requirements and that the price on the Order includes all applicable taxes, if any, and Supplier agrees to deliver the Goods at the prices and with the discounts and the terms appearing on such Order or at any lower prices, better terms or discounts prevailing or quoted on or before the date on which title to the Goods is transferred from Supplier to Buyer.

Supplier represents that the Goods shall be delivered at the time and as provided in this Agreement or the applicable Order; provided, however, in the case of Goods that are to be delivered to a freight forwarder for import to the United States, delivery to the designated freight forwarder shall be within the specified 'Ship not sooner than (NST)'/'Cancel if shipped later than (NLT)' dates and otherwise shall be as provided in the applicable Order.

Supplier represents and warrants to Buyer, in addition to all warranties implied by law, that (i) all invoices, declarations, affidavits, letters, papers or other statements, written or oral, pertaining to the Goods are complete, accurate and contain no material omissions or fraudulent or false information in violation of the U.S. Tariff Act of 1930, as amended, or other applicable law and (ii) each item of Goods including any related services, together with all related packaging, labeling and other printed matter and all related advertisements furnished or authorized by Supplier shall: (a) comply with all applicable

6 of 15

Canadian, U.S. federal, state, provincial and local laws, statutes, regulations, rules, ordinances and codes currently in force or hereafter enacted, for its manufacture, packaging, labeling, transportation and quality, including, without limitation, that the Goods; (b) are manufactured in compliance with and meet the requirements of, and has had the appropriate continuing guaranties filed in the appropriate U.S. Federal Agency as may be required by, the Consumer Product Safety Act, the Flammable Fabrics Act, the Federal Hazardous Substances Act, and any applicable U.S. Federal Trade Commission, Environmental Protection Agency and Consumer Products Safety Commission statutes, rules, regulations, and standards; (c) are packaged, marked, labeled, placarded, tagged, invoiced, accompanied by warranty information, accompanied by shipping papers, shipped and otherwise delivered in compliance and in accordance with existing Canadian, U.S. federal, state, provincial and local laws, rules and regulations, including, without limitation, the applicable requirements of the Consumer Product Safety Act, Fair Packaging and Labeling Act, Federal Hazardous Substances Act, Textile Fiber Products Identification Act, Wool Products Labeling Act, Magnuson Moss Warranty-Federal Trade Commission Improvement Act, The Hazardous Materials Transportation Act and any applicable Federal Trade Commission, Environmental Protection Agency and Consumer Product Safety Commission rules and regulations and Federal Trade Commission Guides; (d) comply with the Fair Labor Standards Act, and any applicable regulations thereunder; (f) are not sold at a price(s) which violate(s) U.S. Anti-Dumping Laws. In the event that a preliminary determination is made by the administering authority pursuant to the Tariff Act of 1930 or other applicable act, that industry is materially injured, or is threatened with material injury or the establishment of an injury in the U.S. is materially retarded by reason of imports of the Goods or goods similar to the Goods, Buyer may cancel at any time, without penalty, its obligations under this Agreement. Supplier further agrees to reimburse Buyer for any dumping duties which Buyer is required to pay on the Goods. Buyer shall have the right to cancel any Order prior to taking delivery of the Goods without any liability whatsoever to Supplier if the Goods covered by the Order is subject to a petition seeking the assessment of countervailing duties, any embargo, quota, restrictions prohibiting export or import, or any boycott of the Goods within the U.S.; (g) complies with 18 U.S.C. '1761, 19 U.S.C. '1307 and 19 C.F.R. 12.42 and is not manufactured, mined or produced by prison, convict, forced or indentured labor; (h) are manufactured or produced in accordance with all local labor laws and, in particular, without contravention of local child labor laws. (i) fully comply with the Foreign Corrupt Practices Act and will not offer, provide or receive any special payments or gifts to or from Buyer or its agents in contravention of local law; (j) be fit and safe for the purposes for which it foreseeably may be used and for the ordinary purposes for which it is manufactured, is merchantable, free from defects in design, workmanship and materials, and is of good quality; and (k) be suitable for use under, and be manufactured, and packed for shipment in accordance with the laws of each jurisdiction in which Buyer has retail establishments, including but not limited to, compliance with all applicable Canadian, U.S. federal, state, provincial and local laws and all orders and regulations promulgated thereunder and, when required by such laws, orders, and regulations, be properly registered and marked with country of origin.

None of the foregoing representations or warranties or remedies available to Buyer for breach thereof may be limited unless and except to extent agreed to by Buyer in an agreement specifically referencing this paragraph of this Agreement.

8. Rights and Remedies. Supplier agrees and acknowledges that in Buyer's sole and absolute discretion, any loss, damage, increased transportation charges or other costs and expenses, including, but not limited to those for held, rejected or returned Goods (e.g., costs of shipping, unpacking, examining, repacking, reshipping, storage and other similar expenses), price changes, freight charges (including those exceeding the costs of the normal mode of transportation), improperly completed paperwork, markdown allowances, cooperative advertising allowances, payment discounts, untimely (late/early) shipments, short shipments,

7 of 15

over-shipments, back orders, cancellations, duplications, non-conforming Goods, packing or routing violations, or any other failure to comply with the instructions, terms and conditions of the applicable Order will be charged by Buyer to Supplier in amounts specified in Buyer's statement of its chargeback policy as that statement may be revised from time to time, and at Buyer's option, Supplier shall pay such amounts to Buyer or Buyer shall offset such amounts from any amounts owed by Buyer to Supplier. These remedies shall not be exclusive, and Buyer reserves all of its rights at law and equity. The Buyer may set off against any amounts payable to Supplier including all present and future indebtedness of Supplier to Buyer arising from this Agreement or any other transaction or occurrence.

In addition to the other rights and remedies available to Buyer hereunder and at law or equity, if the Supplier fails to deliver seasonal/specially advertised Goods prior to or by the "Cancel if shipped later than" date specified on the applicable Order, the Order, at the election of Buyer in its sole and absolute discretion, shall be subject to (i) cancellation, or (ii) reduction in the total price of the Goods by an amount equal to the difference between the estimated cost of shipping the Goods by ocean freight to the port of entry and the actual cost of shipment by air freight to the port of entry.

Buyer may cancel any Order for any reason at any time subject to reimbursing Supplier for its reasonable, documented direct nonrecoverable costs for labor and materials expended on the applicable Order prior to cancellation.

9. Intellectual Property. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Supplier or its personnel with respect to the Goods including any related Services (collectively, the "Work Product") shall belong exclusively to Buyer and shall, to the extent possible, be considered a work made for hire for Buyer within the meaning of Title 17 of the United States Code. Supplier automatically assigns to Buyer, and shall cause its personnel, if any, to automatically to assign to Buyer, at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest it or they may have in such Work Product, including any copyrights or other intellectual property rights pertaining thereto. Upon request of Buyer, Supplier shall take such further actions, and shall cause its personnel to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. All Goods’ designs and mechanical features which have been supplied by Buyer to Supplier, which have been specially created or developed for Buyer by Supplier, or which are distinctive of Buyer's Goods or otherwise owned by or licensed to Buyer ("Special Features") shall be the property of Buyer and shall be used only in Goods manufactured for Buyer. Buyer may use the Special Features on goods manufactured by others and obtain such legal protection as may be available for the Special Features including, without limitation, patents, design patents, copyrights and trademarks. Supplier shall execute any and all instruments deemed by Buyer to be necessary or desirable to obtain such protection in all countries of the world. In addition, to the extent that the Goods or related services include any intellectual property rights of Supplier, Supplier grants Buyer a perpetual fully paid license to use any such intellectual property.

10. Publicity . Neither party shall make any media announcements regarding the other party without receiving the other party’s prior written consent. Consent of Buyer shall not be valid without the written authorization of Buyer’s at least at the level of Senior Vice President. Supplier shall not use Buyer's names, trademarks, service marks, trade names, distinctive words, logos, pictures or designs owned or created by, or licensed to, Buyer or its affiliates or used on or in connections with Buyer's

8 of 15

Goods, or any variation thereof, nor shall the Supplier sell to any third party any Goods which bears such trademarks, service marks, trade names, distinctive words, logos, pictures or designs.

11. Confidential Information.

a. 1Each party hereby agrees to regard, preserve, hold and treat all Confidential Information (as hereinafter defined) as secret and confidential. Each party shall prevent disclosure of any Confidential Information by any of its employees or agents to any third party. Each party agrees that it will use all Confidential Information in connection with, and only in connection with the performance of this Agreement, and agrees to make no other use of Confidential Information. Each party agrees that only those members of its staff who are required to have access to Confidential Information in order to perform their duties will receive the same, and then only to the extent needed. Supplier represents and agrees that it will have written agreements with each member of its staff or independent contractor who receives Confidential Information hereunder prior to such disclosure requiring each such person to maintain the information as secret and confidential to the same extent as Supplier is bound hereunder. Supplier agrees not to duplicate or make copies of any of the Confidential Information except as is necessary for the purposes described herein.

b. In the event that either party or anyone to whom they have transmitted the Confidential Information pursuant to this Agreement becomes legally compelled (by interrogatories, subpoena, civil investigative demand or other process of law) to disclose any of the Confidential Information, such party will provide to the other party promptly written notice of such demand so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or that the owner of the Confidential Information waives compliance with the provisions of this Agreement, the disclosing party will furnish only that portion of the Confidential Information which is legally required and will exercise its commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

c. As used in this Agreement, the term “Confidential Information” means with respect to information provided by (i) the Buyer, any and all data and information (including without limitation documents, materials, models, exhibits, samples and demonstrations) imparted to Supplier directly or indirectly by or on behalf of the Buyer, whether orally or in writing, with respect to the Buyer, its business, assets, customers, suppliers, financial condition or otherwise whether furnished prior to or after the date hereof, including without limitation financial statements and other financial information, information regarding past, present or future business or prospects, trade secrets, methods or policies, formulas, processes, procedures, manuals, instructions, techniques, devises, records, drawings, specifications, designs, technology, computer hardware and software, materials and parts lists, test criteria, customer lists, design data, manufacturing and operating specifications, and any information designated as confidential by the Buyer in writing to Supplier and (ii)Supplier any information specifically marked “CONFIDENTIAL.”

d. Each party further agrees that any disclosure of or use of the Confidential Information other than for the exclusive benefit of the other will cause irreparable harm and that money damages alone would be an inadequate remedy for any disclosure or unauthorized use of the

9 of 15

Confidential Information. Therefore, each party further agrees that the other shall be entitled to obtain specific performance, injunctive relief or any other remedy available at law or in equity in the event of such disclosure or unauthorized use.

e. 1Notwithstanding the foregoing, the following information shall not be deemed Confidential Information for the purposes of this Agreement: (i) any information which, at the time of disclosure, is a part of the public domain or (ii) any information which subsequently becomes a part of the public domain by publication or otherwise through no fault of the party who received the Confidential Information, or any of its employees, agents or subcontractors.

12. Notices . All notices, consents, approvals and similar communications required or permitted to be given shall be given in writing and shall be deemed given upon the earlier of actual receipt or (i) three business days after deposit if sent first class, postage prepaid via the United States Postal Service return receipt requested or (ii) one business day after deposit with a nationally or internationally recognized overnight courier for delivery the next day, postage prepaid , and addressed as follows:

In the case of the Buyer to:

Payless ShoeSource Worldwide, Inc.Attention: Vice President, Procurement Services 3231 Southeast Sixth AvenueTopeka, KS 66607Phone Number: (785) 233-5171Fax Number: (785) 295-6815

with copy to:

Payless ShoeSource, Worldwide, Inc.Attention: General Counsel3231 Southeast Sixth AvenueTopeka, KS 66607Fax Number: (785) 295-6084

In the case of Supplier to:

[_____________________________]

Attention: [________________][_____________________________][_____________________________]

Phone Number: [___________________]Fax Number: [___________________]

subject to the right of either the Buyer or Supplier to designate a different address by notice given in accordance with the foregoing.

13. Miscellaneous . This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective executors, administrators, personal representatives, successors and permitted assigns. This Agreement, the applicable Order represents the entire agreement of the parties respecting the matters described in this Agreement and supersedes all prior understandings or

10 of 15

agreements, oral or written, among the parties as to such matters. In the event of conflict or ambiguity between the terms of this Agreement and any Order, the terms hereof shall absolutely govern and control, then the applicable Order. Paragraph headings used in this Agreement shall have no legal significance. This Agreement may be executed in any number of counterparts, each of which shall be considered an original but all of which shall together constitute but one agreement, and any party may execute this Agreement by signing any such counterpart. In the event the parties hereto call on a court or arbitrators to interpret any provision in the Agreement, the parties hereto agree that any ambiguity shall not be construed against the Buyer simply because the Buyer may have drafted such provision, notwithstanding any legal presumptions to the contrary. Further, if there is any ambiguity or conflicts between the terms above and any term which has been incorporated into this Agreement or is contained in an Exhibit hereto, the terms above shall control.

a. Independent Contractors. The parties hereto are independent contractors, and nothing in this Agreement shall be deemed or construed to create, or have been intended to create a partnership, joint venture, employment or agency relationship between the parties hereto. Each party hereto agrees that it neither has nor will give the appearance or impression of possessing the legal authority to bind or commit any other party in any way except as provided in this Agreement.

b. Severability. If any term or provision of this Agreement shall be found to be void or contrary to law, such term or provision shall, but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from the other terms and provisions hereof, and the remainder of this Agreement shall be given effect as if the parties had not included the severed term herein.

c. Waiver. The application of any provision of this Agreement may be waived by the party entitled to the benefit thereof only by a writing signed by such party; provided, no delay or failure on the part of any party in exercising any rights under this Agreement, and no partial or single exercise thereof, shall constitute a waiver of any other rights under this Agreement. No provision of this Agreement may be modified, waived or amended except by a written instrument duly executed by each of the parties hereto. Any such modifications, waivers or amendments shall not require additional consideration to be effective.

d. Assignment. Supplier will not transfer or assign any part of this Agreement or its obligations under this Agreement or under any Order, in whole or in part, without the prior written consent of Buyer. If granted, such consent shall not relieve Supplier of any obligation of assignee to comply with the terms and conditions of this Agreement. Buyer may assign this agreement to any of its affiliates without the consent of Supplier.

e. Force Majeure. Time is of the essence in the performance of all parts of this Agreement, but neither party is responsible for delays due to causes beyond its reasonable control during the continuance thereof that by reasonable diligence could not have been avoided or overcome; provided further, if substitute performance is available, Supplier must offer Buyer substitute performance, which they may accept or reject at its sole option. Notwithstanding the above, strikes and labor disputes shall not constitute an excusable delay for either party under this Agreement. The Agreement may be terminated without penalty by Buyer if Supplier’s performance has been affected and non-performance continues for more than thirty (30) days.

f. Survival. All representations, warranties and indemnities made herein shall survive the termination of this Agreement and the delivery of Goods to the Buyer and any resale of Goods by Buyer, or by Buyer's subsidiaries and affiliates and shall remain in full force and effect. All

11 of 15

of a party’s rights and privileges, to the extent they are fairly attributable to events or conditions occurring or existing on or prior to the termination of this Agreement, shall survive termination and shall be enforceable by such party and its successors and assigns.

g. Remedy. No remedy made available to any party by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other available remedy.

h. Governing Law and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Kansas without regard to its rules on conflicts of law. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be subject to the exclusive jurisdiction of the U.S. Federal District Court and/or state courts located in Topeka, Kansas, and Supplier submits to the exclusive jurisdiction of such courts.

i. Attorneys Fees. In the event of litigation involving this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

j. Time is of the Essence. Time is of the essence in this Agreement and for each Order.

k. UCC. To the extent not inconsistent with the terms of the Agreement, the terms of the Uniform Commercial Code as adopted by Kansas shall apply.

l. English . The following statement is translated in English to “the parties have agreed to draft this Agreement in English” and is applicable only if Supplier is located in Canada: Les parties ont consenti à rédiger ce contrat en langue anglaise.

m. Audit Rights . Buyer shall have the right at reasonable times to audit the books, documents and records of Supplier to the extent that the books, documents and/or records relate to costs or pricing date charged to Buyer. Supplier agrees to maintain records which support the prices and costs charged to Supplier for at least three years from payment date. Supplier shall provide full and free access to all such records to Buyer or its authorized representative. If Buyer or its representative determines that buyer was overcharged by more than 2%, then Supplier shall reimburse Buyer for all costs associated with the audit including auditor fees and costs of collection. This provision shall survive the termination of the Agreement.

n. Ethical Business Practices. Supplier shall review Buyer Code of Ethics and ensure that it and its employees comply with it in all dealings with Buyer.

o. Duty Drawback. If requested in advance by Buyer, Supplier agrees to provide copies of Certificates of Delivery for Goods that has been imported into the United States to Buyer=s duty drawback broker within thirty (30) days of Buyer=s receipt of the Goods. The copies shall be sent to or faxed directly to: Expeditors Tradewin, LLC, ATTN: Principal-Duty Drawback & Reconciliation, 849 Thomas Drive, Bensenville, IL 60106 (phone number (630) 616-2571, fax number (630) 616-2574). Buyer may change the duty drawback broker at any time by providing at least 7 days advance written notice.

12 of 15

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BUYER:

PAYLESS SHOESOURCE WORLDWIDE, INC., a Kansas corporation

By: __________________________________________Name:Title:

SUPPLIER:

[________________________________________________________________]

By: __________________________________________Name: Title:

13 of 15

EXHIBIT A

ORDER # ______

THIS ORDER is dated this ___day of ___, 201_ (“Order Effective Date”). Payless ShoeSource Worldwide, Inc (“Buyer”) hereby orders delivery for the following Goods from ____ (“Supplier”) subject to the terms of the MASTER PURCHASE AGREEMENT dated as of ______ by and between Payless ShoeSource Worldwide, Inc and _________ (the “Master Agreement”). All capitalized terms used herein have the same meanings as this set forth in the Master Agreement, which is hereby incorporated by reference.

GOODS, DELIVERY DATES AND PURCHASE PRICE(S)

Item Description Date(s) of Delivery

Delivery Location

Quantity Purchase Price

TOTAL PURCHASE PRICE: $

FREIGHT FEES

Supplier shall provide Freight Services for the following Goods:

Description Timeline Fees

TOTAL FREIGHT FEES: $

14 of 15

Supplier Support Person

Name: ________________________

Phone: ________________________

E-mail: ________________________

Supplier Salesperson

Name: ________________________

Phone: ________________________

E-mail: ________________________

Buyer Procurement Team Member

Name: ________________________

Phone: ________________________

E-mail: ________________________

SPECIFICATION AND DESIGN OF GOODS

Describe specifications, design and relevant details.

PENALTY FEES

Description FeesFor every day that each of the item is delayedFor every week that each of the item is delayed

IN WITNESS WHEREOF, the undersigned have executed this Order as of the Order Effective Date.

PAYLESS SHOESOURCE WORLDWIDE, INC.,

SUPPLIER

By: By:

Name: Name:

Date: Date:

Title: Title:

15 of 15