A modular shoe system having interchangeable uppers and outsoles, comprising an internal support structure, a plurality of interchangeable first removable covers and a plurality of interchangeable second removable covers. The internal support structure includes a midsole, a heel counter and a toe box. The internal support structure has a front portion including the toe box and a rear portion including the heel counter. Each of the first removable covers includes a front upper and a front outsole. Each of the first removable covers is configured for being alternately removably attached to the front portion. Each of the second removable covers includes a rear upper and a rear outsole. Each of the second removable covers is configured for being alternately removably attached to the rear portion.

 
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> Foam cushion and method of making and using the same

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