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                                                                   Exhibit 10.14



                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  This Amendment to Employment Agreement (the "Amendment") is
made and entered into as of this 30th day of December 2000 by and between
Theresa Carlise, an individual (the "Executive"), and National Record Mart,
Inc., a Delaware corporation (the "Company").

                                    RECITALS

                  A. The Company and Executive are parties to that certain
Employment Agreement made as of January 1, 1996 (the "Employment Agreement").

                  B. The Company and Executive desire to amend certain
provisions of the Employment Agreement, as set forth herein.

                  NOW THEREFORE, intended to be legally bound, the Company and
Executive agree as follows:

                  1. Amendment to Section 1(a). Section 1(a) of the Employment
Agreement is hereby amended to read as follows:

                  (a) The term of employment of Executive under this Agreement
         shall be the period commencing on January 1, 1996 and ending on
         December 31, 2002. Said term shall be subject to extension by operation
         of the provisions of Section 1(b) hereof.

                  2. Amendment to Section 1(b). Section 1(b) of the Employment
Agreement is hereby amended to read as follows:

                  (b) On December 31, 2002, and on December 31 of each
         succeeding even-numbered calendar year, the term of employment of the
         Executive under this Agreement shall be automatically extended to
         December 31 of the second calendar year thereafter, unless either
         party, acting under this Section 1(b), has elected to fix the
         expiration date of the Executive's term of employment hereunder. Each
         party shall have the right, exercisable by written notice to the other,
         to terminate the automatic renewal provided for herein and thereby to
         fix the expiration of Executive's term of employment; provided such
         notice shall have been given not more than sixty (60) days and not less
         than thirty (30) days prior to the expiration date in effect at such
         time. Such notice having been so given, the term of Executive's
         employment hereunder shall terminate on the expiration date in effect
         at such time.

                  3. New Section 1(d). Section 1 of the Employment Agreement is
hereby amended by adding thereto immediately following Section 1(c) a new
Section 1(d) to read as follows:

                  (d) Notwithstanding the provisions of Sections 1(a) and (b),
         the term of employment of the Executive under this Agreement shall be
         subject to early



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         termination by Executive in accordance with the Change in Control
         Agreement between the Company and Executive.

                  4. Miscellaneous. The parties agree that the execution of this
Amendment and the matters contemplated hereby were mutually agreed upon and do
not and did not trigger any termination rights or compensation provision in the
Employment Agreement. Except as amended hereby, the Employment Agreement is
hereby ratified and confirmed in all respects. This Amendment shall be governed
by and construed in accordance with laws of the Commonwealth of Pennsylvania.
Any dispute concerning this Amendment shall be subject to the arbitration
provisions set forth in Section 14 of the Employment Agreement.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment or caused this Amendment to be duly executed as of the day and year
first written above.



WITNESS:                                    THERESA CARLISE

Glenn E. Spoharski                          Theresa Carlise
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ATTEST:                                     NATIONAL RECORD MART, INC.


Glenn E. Spoharski                          By: William Teitelbaum
------------------------------                 -------------------------------
Assistant Secretary                         Name:  William Teitelbaum
                                            Title: CEO, President & Chairman