IRON AGE HOLDINGS CORP
INTERCOMPANY SUBORDINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>j9642501exv10w12.txt
<DESCRIPTION>INTERCOMPANY SUBORDINATION AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.12

                      INTERCOMPANY SUBORDINATION AGREEMENT


                  THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"),
dated as of September 23, 2002, is made among the Obligors (as defined below),
and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), as
agent for the Lender Group (in such capacity, together with its successors, if
any, in such capacity, "Agent").

                  WHEREAS, certain of the Obligors and the Lender Group are
parties to that certain Loan and Security Agreement dated as of even date
herewith (as amended, modified, renewed, extended, or replaced from time to
time, the "Loan Agreement"), pursuant to which the Lender Group has agreed to
make certain financial accommodations to one or more of the Obligors;

                  WHEREAS, each Obligor has made or may make certain loans or
advances from time to time to one or more other Obligors;

                  WHEREAS, each Obligor has agreed to the subordination of such
indebtedness of each other Obligor to such Obligor, upon the terms and subject
to the conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the mutual promises,
covenants, conditions, representations, and warranties set forth herein and for
other good and valuable consideration, the parties hereto agree as follows:

                  SECTION 1. Definitions; Interpretation.

                  (a) Terms Defined in Loan Agreement. All capitalized terms
used in this Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Loan Agreement.

                  (b) Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:

                  "Insolvency Event" has the meaning set forth in Section 3.

                  "Lender Group" shall mean, individually and collectively, each
of the Lenders and Foothill, in its capacity as "Agent" (as such term is defined
in the Loan Agreement) for the Lenders.

                  "Lenders" means, individually and collectively, each of the
financial institutions (including Foothill) listed on the signature pages of the
Loan Agreement and any other Person made a party thereto in accordance with the
provisions of Section 14.1 thereof (together with their respective successors
and assigns).
<PAGE>
                  "Obligors" means, individually and collectively, jointly and
severally, Iron Age Holdings Corporation, a Delaware corporation, Iron Age
Corporation, a Delaware corporation ("Iron Age"), each of the Subsidiaries of
Iron Age identified on the signature pages hereof, and any other Obligor that
now or in the future executes and delivers (i) a joinder to the Loan Agreement
as a "Borrower" or (ii) a Guaranty.

                  "Senior Debt" means the Obligations and other indebtedness and
liabilities of the Obligors to Lender Group under or in connection with the Loan
Agreement and the other Loan Documents, including all unpaid principal of the
Advances, all interest accrued thereon, all fees due under the Loan Agreement
and the other Loan Documents, and all other amounts payable by the Obligors to
the Lender Group thereunder or in connection therewith, whether now existing or
hereafter arising, and whether due or to become due, absolute or contingent,
liquidated or unliquidated, determined or undetermined.

                  "Subordinated Debt" means, with respect to each Obligor, all
indebtedness, liabilities, and other obligations of any other Obligor owing to
such Obligor in respect of any and all loans or advances made by such Obligor to
such other Obligor whether now existing or hereafter arising, and whether due or
to become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, including all fees and all other amounts payable by any other
Obligor to such Obligor under or in connection with any documents or instruments
related thereto.

                  "Subordinated Debt Payment" means any payment or distribution
by or on behalf of the Obligors, directly or indirectly, of assets of the
Obligors of any kind or character, whether in cash, property, or securities,
including on account of the purchase, redemption, or other acquisition of
Subordinated Debt, as a result of any collection, sale, or other disposition of
collateral, or by setoff, exchange, or in any other manner, for or on account of
the Subordinated Debt.

                  (c) Interpretation. Unless the context of this Agreement
clearly requires otherwise, references to the plural include the singular,
references to the singular include the plural, the term "including" is not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning represented by the phrase "and/or." The words "hereof," "herein,"
"hereby," "hereunder," and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
Section, subsection, clause, schedule, and exhibit references are to this
Agreement unless otherwise specified. References to agreements and other
contractual instruments shall be deemed to include all subsequent amendments and
other modifications thereto. References to statutes or regulations are to be
construed as including all statutory and regulatory provisions consolidating,
amending, or replacing the statute or regulation referred to. The captions and
headings are for convenience of reference only and shall not affect the
construction of this Agreement.

                  SECTION 2. Subordination to Payment of Senior Debt. As to each
Obligor, all payments on account of the Subordinated Debt shall be subject,
subordinate, and junior, in right of payment and exercise of remedies, to the
extent and in the manner set forth herein, to the prior payment, in full, in
cash or cash equivalents of the Senior Debt.


                                      -2-
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                  SECTION 3. Subordination Upon Any Distribution of Assets of
the Obligors. As to each Obligor, in the event of any payment or distribution of
assets of any other Obligor of any kind or character, whether in cash, property,
or securities, upon the dissolution, winding up, or total or partial liquidation
or reorganization, readjustment, arrangement, or similar proceeding relating to
such other Obligor or its property, whether voluntary or involuntary, or in
bankruptcy, insolvency, receivership, arrangement, or similar proceedings or
upon an assignment for the benefit of creditors, or upon any other marshaling or
composition of the assets and liabilities of such other Obligor, or otherwise
(such events, collectively, the "Insolvency Events"): (i) all amounts owing on
account of the Senior Debt shall first be paid, in full, in cash, or payment
provided for in cash or in cash equivalents, before any Subordinated Debt
Payment is made; and (ii) to the extent permitted by applicable law, any
Subordinated Debt Payment to which such Obligor would be entitled except for the
provisions hereof, shall be paid or delivered by the trustee in bankruptcy,
receiver, assignee for the benefit of creditors, or other liquidating agent
making such payment or distribution directly to the Agent for application to the
payment of the Senior Debt in accordance with clause (i), after giving effect to
any concurrent payment or distribution or provision therefor to the Agent in
respect of such Senior Debt.

                  SECTION 4. Payments on Subordinated Debt.

                  (a) Permitted Payments. So long as no Event of Default has
occurred and is continuing, each Obligor may make, and each other Obligor shall
be entitled to accept and receive, payments on account of the Subordinated Debt
in the ordinary course of business to the extent such payments are permitted
under the Loan Agreement.

                  (b) No Payment Upon Senior Debt Defaults. Upon the occurrence
of any Event of Default, and until such Event of Default is cured or waived,
each Obligor shall not make, and each other Obligor shall not accept or receive,
any Subordinated Debt Payment.

                  SECTION 5. Subordination of Remedies. As long as any Senior
Debt shall remain outstanding and unpaid, following the occurrence of any Event
of Default and until such Event of Default is cured or waived, each Obligor
shall not, without the prior written consent of the Agent:

                  (a) accelerate, make demand, or otherwise make due and payable
prior to the original due date thereof any Subordinated Debt or bring suit or
institute any other actions or proceedings to enforce its rights or interests in
respect of the obligations of any other Obligor owing to such Obligor;

                  (b) exercise any rights under or with respect to guaranties of
the Subordinated Debt, if any;

                  (c) exercise any rights to set-offs and counterclaims in
respect of any indebtedness, liabilities, or obligations of such Obligor to any
other Obligor against any of the Subordinated Debt; or


                                      -3-
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                  (d) commence, or cause to be commenced, or join with any
creditor other than the Agent on behalf thereof in commencing, any bankruptcy,
insolvency, or receivership proceeding against the other Obligor.

                  SECTION 6. Payment Over to the Agent. In the event that,
notwithstanding the provisions of Sections 3, 4, and 5, any Subordinated Debt
Payments shall be received in contravention of such Sections 3, 4, and 5 by any
Obligor before all Senior Debt is paid, in full, in cash or cash equivalents,
such Subordinated Debt Payments shall be held in trust for the benefit of the
Agent and shall be paid over or delivered to the Agent for application to the
payment, in full, in cash or cash equivalents of all Senior Debt remaining
unpaid to the extent necessary to give effect to such Sections 3, 4, and 5,
after giving effect to any concurrent payments or distributions to the Agent in
respect of the Senior Debt.

                  SECTION 7. Authorization to the Agent. If, while any
Subordinated Debt is outstanding, any Insolvency Event shall occur and be
continuing with respect to another Obligor or its property: (i) the Agent is
hereby irrevocably authorized and empowered (in the name of each Obligor or
otherwise), but shall have no obligation, to demand, sue for, collect, and
receive every payment or distribution in respect of the Subordinated Debt and
give acquittance therefor and to file claims and proofs of claim and take such
other action (including voting the Subordinated Debt) as it may reasonably deem
necessary or advisable for the exercise or enforcement of any of the rights or
interests of the Lender Group; and (ii) each Obligor shall promptly take such
action as the Agent reasonably may request (A) to collect the Subordinated Debt
for the account of the Lender Group and to file appropriate claims or proofs of
claim in respect of the Subordinated Debt, (B) to execute and deliver to the
Agent such powers of attorney, assignments, and other instruments as it may
reasonably request to enable it to enforce any and all claims with respect to
the Subordinated Debt, and (C) to collect and receive any and all Subordinated
Debt Payments.

                  SECTION 8. Certain Agreements of Each Obligor.

                  (a) No Benefits. Each Obligor understands that there may be
various agreements between the Lender Group and any other Obligor evidencing and
governing the Senior Debt, and each Obligor acknowledges and agrees that such
agreements are not intended to confer any benefits on such Obligor and that the
Lender Group and Agent on behalf thereof shall have no obligation to such
Obligor or any other Person to exercise any rights, enforce any remedies, or
take any actions which may be available to them under such agreements.

                  (b) No Interference. Each Obligor acknowledges that each other
Obligor has granted to Agent for the benefit of the Lender Group security
interests in certain of such other Obligor's assets as set forth in the Loan
Agreement, the Security Agreement and the other Loan Documents, and agrees not
to interfere with or in any manner oppose a disposition of any Collateral by the
Lender Group or Agent on behalf thereof in accordance with applicable law.

                  (c) Reliance by the Lender Group. Each Obligor acknowledges
and agrees that the Lender Group will have relied upon and will continue to rely
upon the subordination provisions provided for herein and the other provisions
hereof in entering into the Loan Documents and making or issuing the Loans
thereunder.


                                      -4-
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                  (d) Waivers. Except as provided under the Loan Agreement, each
Obligor hereby waives any and all notice of the incurrence of the Senior Debt or
any part thereof and any right to require marshaling of assets.

                  (e) Obligations of Each Obligor Not Affected. Each Obligor
hereby agrees that at any time and from time to time, without notice to or the
consent of such Obligor except as otherwise provided in the Loan Documents,
without incurring responsibility to such Obligor, and without impairing or
releasing the subordination provided for herein or otherwise impairing the
rights of the Lender Group hereunder: (i) the time for any other Obligor's
performance of or compliance with any of its agreements contained in the Loan
Documents may be extended or such performance or compliance may be waived by the
Lender Group or Agent on behalf thereof; (ii) the agreements of any other
Obligor with respect to the Loan Documents may from time to time be modified by
such other Obligor and the Lender Group or Agent on behalf thereof for the
purpose of adding any requirements thereto or changing in any manner the rights
and obligations of such other Obligor or the Lender Group thereunder; (iii) the
manner, place, or terms for payment of Senior Debt or any portion thereof may be
altered or the terms for payment extended, or the Senior Debt may be renewed in
whole or in part; (iv) the maturity of the Senior Debt may be accelerated in
accordance with the terms of any present or future agreement by any other
Obligor and the Lender Group or Agent on behalf thereof; (v) any Collateral may
be sold, exchanged, released, or substituted and any Lien in favor of Agent for
the benefit of the Lender Group may be terminated, subordinated, or fail to be
perfected or become unperfected; (vi) any Person liable in any manner for Senior
Debt may be discharged, released, or substituted; and (vii) all other rights
against any other Obligor, any other Person, or with respect to any Collateral
may be exercised (or the Lender Group or Agent on behalf thereof may waive or
refrain from exercising such rights).

                  (f) Rights of the Lender Group Not to Be Impaired. No right of
the Lender Group or Agent on behalf thereof to enforce the subordination
provided for herein or to exercise its other rights hereunder shall at any time
in any way be prejudiced or impaired by any act or failure to act by any other
Obligor, the Lender Group, or Agent hereunder or under or in connection with the
other Loan Documents or by any noncompliance by any other Obligor with the terms
and provisions and covenants herein or in any other Loan Document, regardless of
any knowledge thereof the Lender Group or Agent on behalf thereof may have or
otherwise be charged with.

                  (g) Financial Condition of the Obligors. Except as provided
under the Loan Agreement, each Obligor shall not have any right to require the
Lender Group to obtain or disclose any information with respect to: (i) the
financial condition or character of any other Obligor or the ability of the
other Obligor to pay and perform Senior Debt; (ii) the Senior Debt; (iii) the
Collateral or other security for any or all of the Senior Debt; (iv) the
existence or nonexistence of any guarantees of, or any other subordination
agreements with respect to, all or any part of the Senior Debt; (v) any action
or inaction on the part of the Lender Group or any other Person; or (vi) any
other matter, fact, or occurrence whatsoever.

                  (h) Acquisition of Liens or Guaranties. Except as otherwise
permitted under the Loan Agreement, each Obligor shall not, without the prior
consent of Agent, acquire any


                                      -5-
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right or interest in or to any Collateral not owned by such Obligor or accept
any guaranties for the Subordinated Debt.

                  SECTION 9. Subrogation.

                  (a) Subrogation. Until the payment and performance in full of
all Senior Debt and the termination of the Loan Agreement, each Obligor shall
not have, and shall not directly or indirectly exercise, any rights that it may
acquire by way of subrogation under this Agreement, by any payment or
distribution to the Lender Group hereunder or otherwise. Upon the payment and
performance in full of all Senior Debt, each Obligor shall be entitled to
exercise in full any subrogated rights it may possess with respect to the rights
of the Lender Group to receive payments or distributions applicable to the
Senior Debt until the Subordinated Debt shall be paid in full. For the purposes
of the foregoing subrogation, no payments or distributions to the Lender Group
of any cash, property, or securities to which any Obligor would be entitled
except for the provisions of Section 3, 4, or 5 shall, as among such Obligor,
its creditors (other than the Lender Group), and the other Obligors, be deemed
to be a payment by the other Obligors to or on account of the Senior Debt.

                  (b) Payments Over to the Obligors. If any payment or
distribution to which any Obligor would otherwise have been entitled but for the
provisions of Section 3, 4, or 5 shall have been applied pursuant to the
provisions of Section 3, 4, or 5 to the payment of all amounts payable under the
Senior Debt, such Obligor shall be entitled to receive from the Lender Group any
payments or distributions received by the Lender Group in excess of the amount
sufficient to pay in full all amounts payable under or in respect of the Senior
Debt. If any such excess payment is made to the Lender Group, the Lender Group
shall promptly remit such excess to such Obligor and until so remitted shall
hold such excess payment for the benefit of such Obligor.

                  SECTION 10. Continuing Agreement; Reinstatement.

                  (a) Continuing Agreement. This Agreement is a continuing
agreement of subordination and shall continue in effect and be binding upon each
Obligor until payment and performance in full of the Senior Debt. The
subordinations, agreements, and priorities set forth herein shall remain in full
force and effect regardless of whether any party hereto in the future seeks to
rescind, amend, terminate, or reform, by litigation or otherwise, its respective
agreements with the other Obligors.

                  (b) Reinstatement. This Agreement shall continue to be
effective or shall be reinstated, as the case may be, if, for any reason, any
payment of the Senior Debt by or on behalf of any Obligor shall be rescinded or
must otherwise be restored by the Lender Group, whether as a result of an
Insolvency Event or otherwise.

                  SECTION 11. Transfer of Subordinated Debt. Each Obligor may
not assign or transfer its rights and obligations in respect of the Subordinated
Debt except to another Obligor without the prior written consent of Agent, which
consent shall not be unreasonably withheld or delayed, and any such transferee
or assignee, as a condition to acquiring an interest in the Subordinated Debt
shall agree to be bound hereby, in form reasonably satisfactory to Agent.


                                      -6-
<PAGE>
                  SECTION 12. Obligations of the Obligors Not Affected. The
provisions of this Agreement are intended solely for the purpose of defining the
relative rights of each Obligor against the other Obligors, on the one hand, and
of the Lender Group and Agent on behalf thereof against the other Obligors, on
the other hand. Nothing contained in this Agreement shall (i) impair, as between
each Obligor and the other Obligors, the obligation of the other Obligors to pay
their respective obligations with respect to the Subordinated Debt as and when
the same shall become due and payable, or (ii) otherwise affect the relative
rights of each Obligor against the other Obligors, on the one hand, and of the
creditors (other than the Lender Group) of the other Obligors against the other
Obligors, on the other hand.

                  SECTION 13. Endorsement of Obligor Documents; Further
Assurances and Additional Acts.

                  (a) Endorsement of Obligor Documents. At the reasonable
request of Agent, all documents and instruments evidencing any of the
Subordinated Debt, if any, shall be endorsed with a legend noting that such
documents and instruments are subject to this Agreement, and each Obligor shall
promptly deliver to Agent evidence of the same.

                  (b) Further Assurances and Additional Acts. Each Obligor shall
execute, acknowledge, deliver, file, notarize, and register at its own expense
all such further agreements, instruments, certificates, financing statements,
documents, and assurances, and perform such acts as Agent reasonably shall deem
necessary or appropriate to effectuate the purposes of this Agreement, and
promptly provide Agent with evidence of the foregoing reasonably satisfactory in
form and substance to Agent.

                  SECTION 14. Notices. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including by facsimile transmission) and shall be mailed, sent, or delivered in
accordance with the notice provisions contained in the Loan Agreement.

                  SECTION 15. No Waiver; Cumulative Remedies. No failure on the
part of the Lender Group or Agent on behalf thereof to exercise, and no delay in
exercising, any right, remedy, power, or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power, or privilege preclude any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege. The rights and
remedies under this Agreement are cumulative and not exclusive of any rights,
remedies, powers, and privileges that may otherwise be available to the Lender
Group.

                  SECTION 16. Costs and Expenses.

                  (a) Payments by the other Obligors. Each of the Obligors
jointly and severally agrees to pay to Agent for the benefit of the Lender Group
on demand the reasonable out-of-pocket costs and expenses of the Lender Group,
and the reasonable fees and disbursements of counsel to the Lender Group, in
connection with the negotiation, preparation, execution, delivery, and
administration of this Agreement, and any amendments, modifications, or waivers
of the terms thereof.


                                      -7-
<PAGE>
                  (b) Payments by the Obligors. Each of the Obligors jointly and
severally agrees to pay to Agent for the benefit of the Lender Group on demand
all reasonable costs and expenses of the Lender Group, and the reasonable fees
and disbursements of counsel, in connection with the enforcement or attempted
enforcement of, and preservation of rights or interests under, this Agreement,
including any losses, reasonable costs and expenses sustained by the Lender
Group as a result of any failure by such Obligor to perform or observe its
obligations contained in this Agreement.

                  SECTION 17. Survival. All covenants, agreements,
representations and warranties made in this Agreement shall, except to the
extent otherwise provided herein, survive the execution and delivery of this
Agreement, and shall continue in full force and effect so long as any Senior
Debt remains unpaid. Without limiting the generality of the foregoing, the
obligations of each Obligor under Section 16 shall survive the satisfaction of
the Senior Debt.

                  SECTION 18. Benefits of Agreement. This Agreement is entered
into for the sole protection and benefit of the parties hereto and their
successors and assigns, and no other Person shall be a direct or indirect
beneficiary of, or shall have any direct or indirect cause of action or claim in
connection with, this Agreement.

                  SECTION 19. Binding Effect. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by each Obligor and the Lender
Group and their respective successors and permitted assigns.

                  SECTION 20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  SECTION 21. SUBMISSION TO JURISDICTION. EACH OBLIGOR HEREBY
(i) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE
OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE
LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY
OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.


                                      -8-
<PAGE>
                  SECTION 22. Entire Agreement; Amendments and Waivers.

                  (a) Entire Agreement. This Agreement constitutes the entire
agreement of each of the Obligors and the Lender Group with respect to the
matters set forth herein and supersedes any prior agreements, commitments,
drafts, communications, discussions, and understandings, oral or written, with
respect thereto.

                  (b) Amendments and Waivers. No amendment to any provision of
this Agreement shall in any event be effective unless the same shall be in
writing and signed by each of the Obligors and Agent; and no waiver of any
provision of this Agreement, or consent to any departure by any Obligor
therefrom, shall in any event be effective unless the same shall be in writing
and signed by Agent. Any such amendment, waiver, or consent shall be effective
only in the specific instance and for the specific purpose for which given.

                  SECTION 23. Conflicts. In case of any conflict or
inconsistency between any terms of this Agreement, on the one hand, and any
documents or instruments in respect of the Subordinated Debt, on the other hand,
then the terms of this Agreement shall control.

                  SECTION 24. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under all applicable laws and regulations. If, however, any provision of this
Agreement shall be prohibited by or invalid under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so modified, it shall be ineffective and invalid only to
the extent of such prohibition or invalidity without affecting the remaining
provisions of this Agreement or the validity or effectiveness of such provision
in any other jurisdiction.

                  SECTION 25. Interpretation. This Agreement is the result of
negotiations between, and have been reviewed by the respective counsel to, the
Obligors and the several members of the Lender Group and is the product of all
parties hereto. Accordingly, this Agreement shall not be construed against the
Lender Group merely because of the Lender Group's involvement in the preparation
hereof.

                  SECTION 26. Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.

                  SECTION 27. Termination of Agreement. Upon payment and
performance in full of the Senior Debt and the termination of the Loan
Agreement, this Agreement shall terminate and Agent on behalf of the Lender
Group shall promptly execute and deliver to each Obligor such documents and
instruments as shall be necessary to evidence such termination; provided,
however, that the obligations of each Obligor under Section 16 shall survive
such termination.

                  SECTION 28. Additional Obligors. The initial Obligors
hereunder shall be such of the Obligors as are signatories hereto as of the date
hereof. From time to time subsequent to


                                      -9-
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the date hereof, additional Obligors, as required by the Loan Agreement or the
other Loan Documents, may become parties hereto, as additional Obligors (each,
an "Additional Obligor"), by executing and delivering a counterpart of this
Agreement. Upon delivery of any such counterpart to Agent, notice of which is
hereby waived by any other Obligor, each such Additional Obligor shall be an
Obligor and shall be as fully a party hereto as if such Additional Obligor were
an original signatory hereof. Each Obligor expressly agrees that its obligations
arising hereunder shall not be affected or diminished by the addition or release
of any other Obligor hereunder. This Agreement shall be fully effective as to
any Obligor that is or becomes a party hereto regardless of whether any other
Person becomes or fails to become or ceases to be an Obligor hereunder.

                            [Signature pages follow.]


                                      -10-
<PAGE>
                  IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Agreement as of the date first written above.

                                       IRON AGE HOLDINGS CORPORATION



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: Vice President, CFO and
                                           Treasurer

                                       IRON AGE CORPORATION



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: Vice President, CFO and
                                           Treasurer

                                       FALCON SHOE MFG. CO.



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: Treasurer

                                       IRON AGE CANADA, LTD.



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: Treasurer

                                       IRON AGE DE MEXICO S.A. DE C.V.



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title:  Director

                                       IRON AGE INVESTMENT COMPANY



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: President


                                      S-1
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                                       IA VISION ACQUISITION, CO.



                                       By: Bart R. Huchel
                                           Name: Bart R. Huchel
                                           Title: Vice President and Treasurer



                                      S-2

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