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                                                                    Exhibit 10.1

                               LICENSE AGREEMENT

     This Agreement is made and entered into as of July 7, 1999 by and between
Richman Gordman 1/2 Price Stores, Inc., a Delaware corporation, having a
principal place of business at 12100 West Center Road, Omaha, Nebraska 68144-
3998 ("Licensor"), and Shoe Pavilion, Inc., a Delaware corporation having an
office at 3200-F Regatta Blvd., Richmond, California 94804 ("Licensee").

                                   Recitals
                                   --------

     A.   Licensor is engaged in the operation of certain retail stores
described on Exhibit A (each individually a "Store," and collectively the
             ---------
"Stores").

     B.   Licensee desires to operate a shoe department (each individually a
"Shoe Department" and collectively, the "Shoe Departments") within the Stores
for the exclusive sale at retail of shoes and footwear, specifically, men's and
women's shoes, boots and slippers ("Footwear").

     C.   Licensor desires to grant an exclusive license to Licensee to operate
the Shoe Departments and to perform certain merchandising activities within the
Stores upon the terms and conditions stated in this Agreement.

                                  Agreements
                                  ----------


     In consideration of the foregoing and the mutual obligations stated in this
Agreement, Licensor and Licensee agree as follows:

     1.   Grant of License And Additional Shoe Departments.
          ------------------------------------------------

          1.1  Licensor hereby grants to Licensee the exclusive right, license
and privilege, for the term of this Agreement, to operate Shoe Departments for
the retail sale of Footwear in the stores (the "Stores") which (a) are specified
initially in Exhibit A attached hereto (the "Initial Stores") or (b) are
             ---------
hereafter opened by Licensor during the term of this Agreement, which shall be
added automatically to Exhibit A sixty (60) days after notice to Licensee ("New
Stores"). During the term of this Agreement, Licensor shall not sell, and shall
not permit the sale by others of, Footwear in any of the Stores, except slippers
of the types traditionally sold in accessories departments, socks and hosiery.
Licensee shall operate Shoe Departments in all of Licensor's Stores during the
term of this Agreement.

          1.2. Shoe Department Size and Location. Licensor will provide Licensee
               ---------------------------------
with adequate square footage of selling space and storage space to permit
Licensee to operate an effective Shoe Department in each Store. The unit
capacity and square footage assigned to the Shoe Department in each existing
Store will be the same as it is currently, which is detailed in Exhibit B,
except in those instances where existing stores are retrofitted by Licensor.
When the Licensor retrofits an existing Store, the square footage of the Shoe
Department will be reduced in

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approximate proportion to the reduction in the overall selling square footage of
the store. Licensor will make reasonable efforts to ensure that unit capacity is
adequate in retrofitted Stores. Both Licensee and Licensor will make reasonable
efforts to accommodate the other's space needs, which may necessitate
adjustments to square footage from time to time. The location ofa Shoe
Department in a particular Store may, after sixty days' prior written notice to
Licensee, be relocated by Licensor to another location in such Store. When such
relocation is not part of a retrofitting of the store, Licensor agrees to
reimburse Licensee for its reasonable, actual costs and expenses incurred in
such relocation (excluding the cost of any moveable fixtures required for such
new area).

          1.3  Use & Pricing. Licensee shall maintain and operate continuously
               -------------
the Shoe Departments and shall carry in the Shoe Departments a stock of first-
quality, saleable merchandise of such quality and in such quantity as is
necessary to meet the competitive conditions in the trade area of the Store in
which said Shoe Department is located. Licensee shall operate the Shoe
Department in keeping with the high business standards of Licensor and the
policies established by Licensor for the operation of all departments of the
Stores. Licensee shall exercise its reasonable efforts to meet future objectives
established by Licensor with respect to the brands of Footwear carried, the
depth of merchandise assortment, the quantity of merchandise carried, the method
of establishing comparable pricing on the price ticket, and the price
competitiveness of such merchandise in light of local competitive conditions,
provided that Licensee shall at all times retain discretion as to the manner in
which it seeks to satisfy such objectives. Without limiting the generality of
the foregoing, Licensee must substantially satisfy the following criteria at
substantially all times during the term of this License Agreement: (a) at least
70% of the units of dress and casual footwear on the floor in each Store must be
priced at least 50% off comparable department store regular prices and at least
50% of the units of athletic footwear on the floor in each store must be priced
at least 50% off comparable department store regular prices (absent overriding
evidence to the contrary, comparable department store regular prices will be
based on prevailing regular prices at Dillards, Younkers, J.C. Penneys and Kohls
(the "Department Stores")):Licensor acknowledges that exceptions to the above
criteria are allowable from time to time; (b) at least 75% of the units of
merchandise on the floor in each Store must represent brands typically sold in
the Department Stores (such brands include but are not limited to Adidas,
Aerosoles, Airwalk, Asics, Bally, Bass, Born, Bostonian, Candies, Liz Claiborne,
Clarks, Connie, Deer Stags, Dexter, DKNY, Dr. Marten, Dr. Scholls, Eastland,
Easy Spirit, Esprit, Fila, Florsheim, Glacee, Hi-Tec, Hush Puppies, Keds, Life
Stride, Lugz, Steve Madden, Mootsie Tootsies, Naturalizer, New Balance, Nickles,
Nike, the Nine West Group brands, Nunn Bush, Reebok, Rock River, Rockport,
Saucony, Skechers, K Swiss, Timberland, Unlisted, Vans, Via Spiga and Zodiac);
Licensor acknowledges that exceptions to the above criteria are allowable from
time to time;(c) at no time shall non-branded "make-up" inventory exceed 20% of
the inventory units in any Store; and, (d) at least 80% of the inventory units
in each Store must represent current season styles. In addition, Licensee will
maintain an average annual per store inventory of at least 8,500 units of
Footwear. Average annual per store inventory is the average month end total unit
inventory for the previous twelve months (or for the number of months for which
the Agreement has been in existence if that is less than twelve months) divided
by the weighted average number of Stores for those months. This average annual
inventory unit requirement shall be reduced in retrofitted Stores if and when
unit capacity

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is reduced due to a retrofit. The reduction from the 8,500 unit requirement will
be in proportion to the reduction in unit capacity of the store resulting from
the retrofit. In order for Licensee to comply with Licensor's everyday low
pricing strategy, Licensee shall not under any circumstances temporarily reduce
the selling price of the any shoe, whether it is clearance or non-clearance
merchandise. Permanent markups and markdowns in the selling price of clearance
merchandise are allowed under this Agreement. Furthermore, without the prior
written consent of Licensor, Licensee shall not conduct a multiple sale
promotion on clearance or non-clearance Footwear inventory, such as "buy one
pair, get the second pair at half price."

     2.   Term: Commencement of Operation of Shoe Departments: Inventory
          --------------------------------------------------------------
Purchase.
--------

          2.1  Term. The initial term of this License Agreement shall commence
               ----
on July 21, 1999, and shall expire, unless sooner terminated as provided below,
on June 29, 2002 (the "Initial Term"). Upon expiration of the Initial Term, this
Agreement shall automatically renew for an additional term of 3 years, expiring
on July 2, 2005 (the "Renewal Term") unless either the Licensor or Licensee
gives the other party to the Agreement written notice, on or before January 1,
2002, that they do not intend to renew the Agreement for the Renewal Term.

          2.2  Commencement of Shoe Department Operations. Licensee shall
               ------------------------------------------
commence initial operation of the Shoe Departments on July 21, 1999. The
Licensee will achieve 50% of total unit capacity (as defined in each Store in
Exhibit B) within 30 days of commencing initial operation of the Shoe
Departments. Thereafter, Licensee will use its best efforts to achieve 90% of
total unit capacity within 60 days and 100% of total unit capacity within 90
days of commencing initial operations of the Shoe Departments. Upon execution of
this agreement, the Licensor will immediately begin to take steps at each Store
to prepare and make available the Shoe Department site for delivery and set up
of Licensee's Footwear inventory. At each Store, the Licensor will appoint one
management level employee as primary point of contact for Licensee to assist in
the coordination of the process.

          2.3  Licensee Managers. Licensee shall appoint a single Regional
               -----------------
Manager with responsibility for all of the Stores, at least one District Manager
for each ten (10) Stores, a Department manager for each of the Shoe Departments,
and at least three merchandising professionals dedicated entirely to the
Licensor's Footwear business responsible for merchandise planning, allocation,
distribution and related matters.

     3.   License Fee: Licensee Responsibilities.
          --------------------------------------

          3.1  License Fee.
               -----------

               (a)  As consideration for operating the Shoe Departments,
Licensee shall pay to Licensor a license fee (the "License Fee") equal to ten
percent (10%) of Net Sales of all Footwear sold by Licensee in the Stores.

               (b)  For purposes of this License Agreement, "Net Sales" shall
mean (i) the total (gross) amounts received for or in connection with any and
all sales of merchandise,

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whether such sales shall be for cash or credit, all of which sales shall be
accounted for and included as part of the total (gross) amounts; less (ii)
customer returns, allowances and employee discounts, credits or refunds, and
state or local sales tax or any such other sales or excise taxes as are
collected from customers. There shall also be excluded from "Net Sales"
intercompany transfers, sales or exchanges made by Licensee to or with other
Stores it operates at other locations, whether now existing or opened hereafter,
and sales of trade fixtures not in the ordinary course of business. "Footwear
Net Sales" shall mean the Net Sales received for or in connection with any and
all sales of Footwear by reason of the operation of the Shoe Departments.

               (c)  Licensor will withhold 1.5% of Footwear Net Sales from all
remittances due to the Licensee to pay for Licensee's proportional share of
Financial Transaction Costs associated with its sales. Financial Transaction
Costs will include (i) fees associated with accepting credit and debit card
transactions, (ii) net bad check losses and collection costs, (iii) bank account
fees for Store depository accounts, (iv) armored car service provided for bank
deposits for Stores, (v) shopping bags provided to customers, and (vi) all other
reasonable costs paid to third parties directly related to customer transactions
of a similar nature to (i) through (v) above. All internal costs, including
store payroll, are excluded from the above definition of Financial Transaction
Costs. Within sixty (60) days after the end of Licensor's fiscal year, Licensor
shall provide an accounting of the actual costs and Licensee's proportionate
share and will promptly credit or debit, as the case may be, the amount of
overpayment or underpayment of the actual amounts due as compared to the
estimated payments made. In no event shall Licensee's proportional share of
Financial Transaction Costs exceed 2% of Footwear Net Sales.

               (d)  Licensee and Licensor shall meet when necessary to plan
advertising. Licensor will provide Licensee with its sales promotion calendar
far enough in advance to allow Licensee to adequately plan its promotions and
advertising. Licensee will coordinate its advertising with Licensor and will be
allowed, from time to time, at the option of Licensor, the option to participate
in planned Licensor advertising, including but not limited to newspaper preprint
circulars. Licensee will be required to invest a minimum of 4.0% of its Footwear
Net Sales in marketing and advertising Footwear for Licensor's Stores (including
television, radio, production and creative costs, but excluding Licensee's costs
of signage) in Licensor's markets. Within sixty (60) days after the end of
Licensee's fiscal year it shall provide the Licensor an accounting of its
expenditures evidencing compliance with this clause (d). For purposes of this
provision, Licensee's investment in advertising will be before all cooperative
advertising allowances and any other third party reimbursements to Licensee for
its advertising within Licensors markets. If Licensee fails to comply with the
provisions of this paragraph (d), Licensee must pay Licensor the difference
between the amount it invested in marketing and advertising and the amount it
was required to invest in marketing and advertising. Licensor may deduct this
amount from the next succeeding remittances due to Licensee if Licensee fails to
make required payment.

               (e)  Licensee will utilize a signage and graphics package for the
Shoe Departments identical to that used by Licensor for the respective Store. It
is understood that Licensee will need to provide new signing and graphics
packages each time Licensee retrofits a

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store and for each New Store. Such signing and graphics package for a new or
retrofitted store is expected to cost less than $2,500. It is further understood
that the signing and graphics packages in existing stores will not change
significantly more than once per year. Licensor will produce such signage for
Licensee at Licensee's cost and expense. Licensee will pay all invoices for such
signage and graphics within ten business days after receipt of the invoice
therefore. Licensor shall be permitted to deduct from the License Fees all
invoices unpaid after such due date.

          3.2  Handling of Cash. All monies from sales in or emanating from the
               ----------------
Shoe Departments shall initially be paid directly to and handled directly by
Licensor's cashiers and shall in no event be handled by any representative or
employee of Licensee. Licensor shall record all transactions pertaining to
Licensee's merchandise as merchandise under a separate department number
assigned only to Licensee. Licensor shall, through its central bar code,
electronic data capture systems, or by other comparable means, capture by Store
each of Licensee's sales transactions including stock number and/or UPC number,
size and net sales amount in each Store and shall make such captured sales data
available and deliver (delivery is at Licensee's expense) in an acceptable
format on a daily basis to Licensee. Licensor shall process all such proceeds
from the operation of the Shoe Departments through the regular channels of the
business of Licensor, and shall retain all such proceeds as the exclusive
property of Licensee, subject to payment as provided in Section 3.3.

          3.3  Payment of Proceeds: Retention of License Fee. Within five
               ---------------------------------------------
calendar days after the end of each full or partial calendar week (Sunday
through Saturday) occurring during the term of this Agreement:

               (a)  Licensor shall deliver to Licensee a written statement
signed by a duly authorized employee of Licensor, indicating the total of all
Licensee's gross sales of Footwear for such week, the amount of discounts,
credits and other adjustments from gross sales which may be deducted therefrom
in the computation of Footwear Net Sales for such week, the resulting amount of
Footwear Net Sales for such week, any other deductions permitted under this
License Agreement, and the computation of the amount of the License Fee payable
thereunder for such week (the "Weekly Report"); and

               (b)  Licensor shall promptly pay to Licensee on the same day it
delivers the Weekly Report, by wire transfer of immediately available funds in
accordance with payment instructions provided by Licensee, an amount equal to
Net Sales for such week, after deduction of the License Fee, Licensee's
estimated portion of Financial Transaction Costs specified in Section 3.1 (c)
payable with respect to such Footwear Net Sales, and all other amounts which
Licensor is permitted to deduct under the terms of this License Agreement. Any
payment delayed more than 7 days beyond the due date shall be subject to a late
fee of 5% of the amount due under 3.3(b).

          3.4  Licensor shall deliver to Licensee a written statement, annually,
based on the Licensee's fiscal year, signed by a duly authorized officer of
Licensor, indicating the total of all Licensee's gross sales of Footwear for
such year, the amount of discounts, credits and other adjustments from gross
sales which were deducted therefrom in the computation of Footwear Net Sales for
the year, the resulting amount of Footwear Net

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Sales for such year, any other deductions permitted under this License
Agreement, and the computation of the amount of the License Fee paid thereunder
for such year.

          3.5  Books and Records: Audits.  Licensor shall prepare and maintain,
               -------------------------
in such manner as will allow its accountants to audit them in accordance with
generally accepted accounting principles, complete and accurate books of account
and records covering all transactions arising out of or relating to this License
Agreement. Licensee or its duly authorized representatives shall have the right,
for the duration of this License Agreement (and any time during the twelve (12)
month period following its termination), during regular business hours and upon
seven days advance notice (unless a shorter period is appropriate in the
circumstances), to audit such books of account and records and examine all other
documents and material in the possession of the Licensor with respect to the
subject matter and the terms of this Agreement. If, as a result of any audit of
Licensor's books and records, it is determined that Licensor's payment in
respect of any calendar week were less than the amount which should have been
paid by an amount equal to three percent or more of the payment actually made,
Licensor shall reimburse Licensee for the cost of such audit and make all
payments required to be made to eliminate any discrepancy revealed by such
audit. In any event, Licensor shall promptly reimburse Licensee the amount of
any discrepancy.

     4.   Sales in Licensor's Name. All sales and displays of goods, wares and
          ------------------------
merchandise or services offered in, from or by Licensee shall be in the name of
Licensor only. No disclosure shall be made to the Stores' customers or to the
general public that Licensee has licensed and is operating Shoe Departments in
the Stores except (a) as Licensor and Licensee mutually agree; and (b) as may be
required by federal and state securities law disclosure requirements or any
other applicable law.

     5.   Fixtures and Alterations.
          ------------------------

Fixtures. Licensee is responsible for furnishing all moveable fixtures and
--------
equipment required for the operation of the Shoe Departments. Licensee will
purchase from Licensor all existing Shoe Department fixtures in the amount of
$150,000. Licensor shall have the right to approve all fixturing used by
Licensee. Upon the opening of any new store or the retrofitting of any existing
store, Licensor shall design, select, acquire and install the new fixtures for
the Shoe Department of the store. Licensee will purchase such fixtures from
Licensor for the Licensor's actual cost of such fixtures. In no event will the
Licensee be required to purchase such fixtures from Licensor for more than
$25,000 per store. All such fixtures purchased by Licensee from Licensor shall
become the property of Licensee. In the event the Agreement is terminated or
expires at the end of either the Initial Term or the Renewal Term, or before,
Licensor agrees to purchase and Licensee agrees to sell fixtures in existing
Shoe Departments for an amount equal to net book value of the fixtures (as
determined using a seven year life and straight line depreciation) at the time
the Agreement ceases. Licensee shall keep and maintain all of its fixtures in
the Shoe Departments in good condition and repair.

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     6.   Utilities, Supplies, Services and Maintenance of Stores. Licensor
          -------------------------------------------------------
shall, without charge to Licensee, furnish all light, air conditioning,
telephone service, water and heat necessary for the operation of the Shoe
Departments, as well as janitor services (including but not limited to vacuuming
of the carpet in the Shoe Departments consistent with the other areas in the
Stores). Licensor shall keep the Stores in a condition, in terms of cleanliness,
maintenance, upkeep and operation equal to other similar Department Stores, and
shall provide good and sufficient security service for each of the Stores.

     7.   Licensee's Employees. Licensee shall supervise the operation of the
          --------------------
Shoe Departments, and shall maintain a staff of employees (including those in
the stores and those required under Section 2.3 of this agreement) adequate to
attend to Shoe Department customers and operate the Shoe Departments as provided
in this Agreement, all of whom shall be the employees of the Licensee but shall
be subject to the rules, regulations, standards of service and conduct
established by the Licensor for its own employees in the Stores. In no event
shall total payroll costs, including employee benefit costs, in the Shoe
Departments of the Stores be less than 9% of Footwear Net Sales for any Annual
Period. Licensor shall make an annual accounting of compliance with this
provision. Licensor shall have no right or obligation to provide worker's
compensation insurance, payroll taxes or any other employment related
obligations with respect to any such personnel or to employ any employees of
Licensee. Licensee shall be responsible for all payments to be made to
Licensee's employees and for the provision of worker's compensation insurance,
payroll taxes and other obligations incurred in the hiring and use of its
employees. Neither Licensor nor Licensee shall unlawfully discriminate or
violate any employment-related law, rule or regulation in hiring, discharging or
transferring any employee of Licensee.

     8.   Customer Relations.
          ------------------

          8.1  No Misrepresentation. Licensee shall: (i) never knowingly
               --------------------
misrepresent its merchandise; (ii) cause its advertising relating to the Shoe
Departments to be truthful; (iii) conduct its Shoe Departments so as to protect
the business reputation of the Store; and (iv) comply with laws, rules and
regulations applicable to its activities, including but not limited to
advertising conducted by Licensee.

          8.2  Settlement of Customer Disputes. Settlements of disputes
               -------------------------------
(including but not limited to disputes as to refunds) with customers with regard
to merchandise shall be under the control of Licensor and shall be settled by
Licensor in accordance with Licensor's prevailing policy for the Stores.
Licensor will generally not accept returns (a) where the customer has worn the
shoes, (b) where there is no shoe box accompanying the return, or (c) in similar
situations where it would be difficult for the Licensor to re-sell the shoes.
Licensor shall adjust any such controversy in a reasonable manner, but shall in
no event be required to give an allowance or make a refund in excess of the
original cost to the customer of the merchandise.  Licensor agrees to review
with Licensee the level of actual sales returns within the first six (6) months
of the initial operation of the Shoe Departments and thereafter annually, and,
if the level of sales returns of Footwear exceeds that of the other merchandise
sold by Licensor, Licensor agrees to make

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reasonable efforts to adjust its return policy for Footwear in an attempt to
lower sales returns for Footwear.

     9.   Insurance, Taxes and Business Licenses.
          --------------------------------------

          9.1  Payment of Employees: Certificates of Insurance.  Licensee shall
               -----------------------------------------------
pay its own employees as required by law and shall, at its own cost, carry its
own Worker's Compensation Insurance covering its employees in the Stores, which
shall not be subject to cancellation without at least thirty (30) days' advance
notice to Licensor. Licensee shall deliver to Licensor certificates of such
insurance coverage at the request of Licensor.

          9.2  Insurance Coverage. Licensee shall carry Public Liability
               ------------------
Insurance in such amounts as may be adequate, in the reasonable opinion of the
Licensee for the operation of the Stores.  Such Public Liability Insurance shall
include the Licensor as an additional insured, and shall not be subject to
cancellation without at least thirty days' advance notice to Licensor. Licensee
shall deliver certificates evidencing such insurance policies to Licensor, at
the request of Licensor.

          9.3  Payment of Applicable Taxes.  Licensee shall pay all state and
               ---------------------------
Federal unemployment taxes, social security taxes and any and all other taxes,
state and Federal due with respect to its employees, if any, and all property
taxes and assessments which may be levied on or with respect to the inventory in
the Shoe Departments or Licensee's fixtures and equipment. Licensee shall file
any required property tax forms. Licensor shall collect all state and local
sales, gross receipts, occupancy and similar taxes levied or assessed upon
customers of the Shoe Departments or with respect to the operation of or sales
in the Shoe Departments, and shall remit all such taxes to the appropriate
authorities as and when due. Licensor shall hold Licensee harmless from and
against any failure of Licensor to collect and remit such taxes, and shall
provide Licensee with evidence of the payment thereof from time to time upon
Licensee's request.

          9.4  Business Licenses. Licensee will be solely responsible for the
               -----------------
procurement of all licenses, if any, from any governmental agency that are
necessary to carry on the business of the Shoe Departments as contemplated
herein.

     10.  Subrogation. Each party hereby waives any and all rights of recovery
          -----------
against the other from or arising out of damage to or destruction of the Shoe
Departments, any Store, and of their property from causes then included or
includable under standard fire and extended coverage insurance policies or
endorsements, whether or not the respective party has in fact obtained insurance
coverage as to such causes or covering such property, and if any additional
premium is required to effectuate such waiver, then such additional premiums
shall be paid by the beneficiary of such waiver of subrogation upon written
request submitting appropriate supporting documentation. Licensor shall exercise
its best efforts to include the foregoing waiver of subrogation clause in all
other license or concession agreements which Licensor maintains with third
parties.

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     11.  Casualty or Condemnation. Should a Store or any portion thereof
          ------------------------
(including the portion devoted to a Shoe Department) be destroyed or damaged by
fire, explosion or by any other cause, or be subjected to a taking by eminent
domain, so that Licensor or Licensee cannot conduct its business therein in the
usual manner, then Licensor promptly shall repair or cause to be repaired the
damage to the Store (but not to Licensor's inventory and fixtures) without any
expense to Licensee. If the damage or such taking by eminent domain shall be so
extensive, in the reasonable opinion of Licensee, as to render the Store
unsuitable for the conduct of business in the customary or normal manner for a
period of two months or longer, Licensee shall have the option of terminating
this Agreement with respect to such Store without any penalty. Licensor's
obligations under this Section 12 in respect of any Store are subject to its
rights and obligations under the lease or sublease pursuant to which it occupies
such Store.

     12.  Damage to Goods. Licensor shall not be liable for any damage to or
          ---------------
loss of merchandise or other property of Licensee by reason of fire, water,
power failure, accident, plumbing, heating apparatus, gas or steam pipes of any
kind or nature, bursting, leaking or running of any pipe in the Store, or from
any other source unless caused by the grossly negligent or intentional acts or
omissions of Licensor or its employees, agents or contractors or any failure of
Licensor to maintain the Store as provided in this Agreement.

     13.  Shrinkage. Licensee shall be responsible for shrinkage of Footwear
          ---------
inventory.

     14.  Liability and Indemnification.
          -----------------------------

          14.1  Limitation on Liability. In no event shall Licensor or Licensee
                -----------------------
have any liability to the other for incidental, consequential, special or
punitive damages in connection with this License Agreement or any other
activities contemplated by this License Agreement to be performed by them.

          14.2  Licensee's Indemnification. Licensee shall indemnify and hold
                --------------------------
harmless Licensor from any and all loss, cost, liability, expense or damage
(including reasonable attorneys' fees and costs) resulting from or arising out
of any (i) occurrence in, upon, or at the Shoe Departments, or any part thereof,
caused by any act or omission of Licensee, its agents, servants, employees, or
invitees; (ii) claims for damages arising out of any injury or illness caused by
merchandise sold or services rendered by the Shoe Departments, claims based upon
alleged misrepresentation by Licensee or its employees in the Shoe Departments,
and claims of defective merchandise in the Shoe Departments; (iii) claims of
infringement of patent, trademark or copyright interests or for unfair business
competition or trade practices or violation of import regulations or
restrictions, in the conduct by Licensee of its business in the Shoe
Departments; and (iv) non-compliance by Licensee with applicable governmental
regulations respecting the import, sale or other distribution or transfer of
merchandise or inventory by Licensee under the terms of this Agreement.

          14.3  Licensor's Indemnification. Licensor shall indemnify and hold
                --------------------------
harmless Licensee from any and all loss, cost, liability, expense or damage
(including reasonable attorneys' fees and costs) resulting from or arising out
of any (i) occurrence in, upon, or at the Shoe Departments, or any part thereof,
occasioned wholly or partially by any act or omission of

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Licensor, its agents, servants, employees, or invitees; (ii) claims for damages
arising out of any injury or illness caused by merchandise sold or services
rendered by any department of any of the Stores (other than the Shoe
Departments), claims based upon alleged misrepresentation by Licensor or its
employees in any of the Stores, and claims of defective merchandise in any of
the Stores (other than the Shoe Departments); (iii) claims of infringement of
patent, trademark or copyright interests or for unfair business competition or
trade practices or violation of import regulations or restrictions, in the
conduct by Licensor of its business in the Stores; and (iv) non-compliance by
Licensor with applicable governmental regulations respecting the import, sale or
other distribution or transfer of merchandise or inventory by Licensor in the
Stores.

          14.4  Third Party Claim. In the event that any claim is asserted by a
                -----------------
third party which may entitle Licensor or Licensee to indemnification under this
Agreement, Licensor or Licensee, as the case may be, shall promptly give notice
thereof to the other party, which notice shall be accompanied by a statement of
the claim. In the case of any claim, the party receiving such claim shall be
allowed to employ attorneys of its own selection, but reasonably acceptable to
the indemnified party, to appear and defend the claim on its behalf. If the
indemnifying party shall fail to timely defend, contest or otherwise protect
itself against any suit, action or other proceeding arising from such claim, the
indemnified party shall have the right, but not the obligation, to defend,
contest or otherwise protect itself. Each party shall cooperate fully with the
other and make available all pertinent information necessary or advisable for
the defense of any such claim.

     15.  Repairs. Licensor may, at any time, make such repairs and alterations
          -------
and maintenance to the Stores, including the Shoe Departments, as may be
necessary or proper for the operation of the Stores as a whole, provided
however, that in undertaking such repairs, alterations, and maintenance,
Licensor shall insofar as is reasonably convenient not interfere with the normal
operation of the Shoe Departments. Licensee shall have the right to elect to
supply and pay for any fixtures, the design and color of which shall coincide
with the decor of the Licensor's stores, and which the Licensor has the right to
approve.

     16.  Hours of Business. The hours of business of the Stores, including the
          -----------------
Shoe Departments, shall be determined and controlled solely by the Licensor. The
control of the keys to the Stores shall exclusively belong to Licensor, but
Licensor shall afford Licensee reasonable opportunity, during non-business
hours, to service the Shoe Departments for, among other things, the taking of
inventory, arranging of displays, and keeping of books.

     17.  Ownership of Goods and Fixtures. Notwithstanding anything to the
          -------------------------------
contrary in this Agreement, the relationship of Licensor and Licensee under this
Agreement shall be that of licensor and licensee, and not that of buyer and
seller or consignee and consignor. Licensee shall be the owner of all goods held
by it for sale in the Shoe Departments with all rights of possession at all
times until such time as title passes to the customer purchasing such goods.
Licensee shall also be the owner of all fixtures maintained by it in the Shoe
Departments with all rights of possession at all times. Licensee shall be deemed
for all purposes to be in possession of all such goods and fixtures located in
the Shoe Departments, which possession shall be effected by its employees
working in the Shoe Departments. Licensor and its employees shall have no right
to

                                       10
<PAGE>

sell or otherwise dispose of any such goods or fixtures, and such employees
shall have access to such goods and departments only for purposes of passage,
security, cleaning and the like. No consignment, sale or return, or similar
arrangement is created by this Agreement with respect to any goods held by
Licensee for sale in the Shoe Departments or any fixtures maintained by Licensee
therein, whether such goods or fixtures are located in the Shoe Departments, in
stockroom space maintained by Licensor or elsewhere. Notwithstanding the fact
that this Agreement is not intended to create a consignment relationship,
Licensor shall, upon request by Licensee, execute any financing statements under
the Uniform Commercial Code or similar documents in such form as is reasonably
acceptable to Licensor, in order to confirm Licensee's rights in and title to
such goods and fixtures. Such UCC filing statements will unequivocally state
that the Licensee is sole owner of Licensee's inventory and that the Licensor is
in no way to be considered a debtor of the Licensee. All proceeds from the sale
of merchandise of Licensee to customers as provided in Section 3 of this
Agreement shall be the property of Licensee from the time of such sale.

     18.  Use of Licensor's Name. Except as may be necessary for the proper
          ----------------------
operation of the Shoe Departments within the Stores during the term of this
Agreement, Licensee shall at no time have the right, directly or indirectly, to
use Licensor's trade name in any manner, or in any combination of said words,
either by itself or in connection with any other word or words, or to sell,
offer, advertise for sale, transfer, or dispose of any such merchandise under
such name, or with such name on the merchandise or any container thereof.
Neither at or after the termination or expiration of this Agreement shall
Licensee, directly or indirectly, advertise or in any way, form or manner
whatsoever, convey the impression or knowledge or cause the same to be conveyed
or to be given to the public that Licensor is going or intends to go out of
business or to give up its business or its business in the Shoe Departments, or
that the Shoe Departments will not in the future be operated by Licensee or
Licensor, or that the stock of merchandise withdrawn from or previously offered
or acquired for sale in the Shoe Departments originated from or at any time had
any connection with Licensor or the Store.

     19.  Licensee Not to Pledge Licensor's Credit. Licensee shall have
          ----------------------------------------
charge of the purchasing of its merchandise for the Shoe Departments. All
merchandise or supplies offered for sale or used in the conduct of the Shoe
Departments shall be purchased by Licensee in its own name and on its own
credit, and shall be paid for directly by Licensee, and Licensee agrees not to
pledge the credit of Licensor. By virtue of this Agreement, Licensee acquires no
right or authority to make purchases or to enter into any contract whatsoever in
the name of the Licensor, nor to bind Licensor to any contract, nor to impose
upon Licensor any obligation whatsoever to other persons. Licensee shall pay all
freight, express and drayage charges on all merchandise, supplies, equipment and
fixtures shipped to and received for the Shoe Departments.

     20.  Employee Discount. Licensor shall make its employee discount
          -----------------
available to employees of Licensee, and Licensee shall honor such discount for
employees of Licensor, with respect to merchandise carried by Licensee in the
Shoe Departments. Employee discounts are to be established at the discretion of
the Licensor.

                                       11
<PAGE>

     21.  Other Agreements. Each party hereby represents and warrants to the
          ----------------
the other party that it has full power and authority to enter into this License
Agreement and that the consummation of the transactions contemplated by this
License Agreement will not result in a default, breach or violation of any other
agreement to which the representing is a party.

     22.  Termination and Other Remedies.
          ------------------------------

          22.1  Bankruptcy. In the event that a petition is filed by or against
                ----------
Licensor or Licensee under any Federal or state bankruptcy or insolvency act
(and in the case of an involuntary petition, the same is not discharged within
sixty days after filing), an assignment is made by Licensor or Licensee for the
benefit of creditors, or a receiver is appointed for the business or property of
Licensor or Licensee or the Licensee or Licensor is decalred to be in default on
its primary line of credit financing agreement and such appointment or default
is not vacated or cured within thirty days, then this License Agreement shall be
immediately and automatically terminated.

          22.2  Default. Upon the occurrence of an Event of Default, this
                -------
Agreement may be terminated at any time thereafter by the nondefaulting party,
by written notice to the other and shall be of no further force and effect. It
shall constitute an "Event of Default":

                (a)  by Licensor, if it fails to make any payment due under this
                     Agreement within five days of the date on which it is due;
                     or

                (b)  by Licensor or Licensee, if it fails to perform any of the
                     terms, conditions, agreements or covenants in this
                     Agreement on its part to be performed by it, and such
                     failure is not curable, or if such default is curable but
                     continues uncured for a period of thirty days after notice
                     thereof has been given to such party in writing by the
                     other party; or

                (c)  by Licensee or Licensor if any bank or financier of the
                     respective party declares an event of default under any
                     existing material bank or financing arrangement or
                     agreement; or

                (d)  by Licensor if it materially fails to meet its obligations
                     under Section 6, or Licensee if it materially fails to meet
                     its obligations under Section 1.3; and in either case if
                     such default is curable but continues uncured for a period
                     of thirty days after notice thereof has been given to such
                     party in writing by the other party

          22.3  Purchase of Inventory.
                ---------------------

                (a)  If this Agreement is terminated by either party for any
reason, and upon termination of the scheduled final term of this License
Agreement, Licensor shall have the option, solely at its discretion to purchase
for cash from Licensee all or a portion of Licensee's

                                       12
<PAGE>

Footwear inventory in the Stores. Such option may be exercised by written notice
given to Licensee within sixty (60) days of such termination. The price for such
purchase shall be the Fair Value as specified below.

                (b)  "Fair Value" shall mean the fair value thereof to be
determined as follows. If Licensor and Licensee are not able to agree upon fair
value within five days after the effective date of termination, each shall,
within ten days after the effective date of termination (the "Designation
Period") designate in writing an appraiser qualified to determine Fair Value
(each an "Appraiser"), and direct the two Appraisers so designated to appoint a
third Appraiser (the "Third Appraiser") within fifteen days after the effective
date of termination and direct the Third Appraiser to determine Fair Value
within thirty days after the effective date of termination. The determination of
the Third Appraiser shall be conclusive and binding on Licensor and Licensee. If
either Licensor or Licensee fails to appoint an Appraiser within the Designation
Period, the Appraiser appointed by the other shall act as the Third Appraiser,
and shall determine Fair Value within twenty-five days after the effective date
of termination. Licensor each shall bear the fees and costs, if any, of the
Appraiser it appoints, and shall bear equally the fees and costs of the Third
Appraiser. Licensor and Licensee shall consummate the purchase and sale of
Licensee's inventory pursuant to this paragraph within ten days after the date
on which Fair Value is determined or agreed upon.

          22.4  Operation Following Termination. Notwithstanding any other
                -------------------------------
provision of this License Agreement, if this Agreement is terminated by Licensee
or Licensor prior to the scheduled termination date in accordance with the terms
of this License Agreement, on or prior to the termination date Licensee shall
remove all  inventory not being purchased by Licensor at its option as specified
above and all other property belonging to Licensee, and Licensee quietly and
peaceably shall surrender possession of the Shoe Departments in good order,
reasonable wear and tear and damage by fire and other casualty excepted. Prior
to such removal Licensor shall be entitled to its License Fee as specified in
Paragraph 3 for all Footwear sales conducted from the Stores. Without the prior
written consent of Licensor, Licensee shall not conduct a liquidation sale.

          22.5  Liquidation of Individual Stores. If Licensor closes any
                --------------------------------
individual Store during the term of this License Agreement and elects to conduct
a liquidation of the inventory of such Store, it shall give Licensee written
notice of such determination as early as it is practicable to do so, and
Licensee shall be entitled to participate in such liquidation. If Licensor
conducts the liquidation itself, without employing an independent liquidator,
the License Fee shall be payable in connection with such sales. If Licensor
employees an independent liquidator to conduct such liquidation, Licensee shall
negotiate with such liquidator the amount to be paid by Licensee for its
services, and no License Fee shall be payable with respect to any sales in the
affected Shoe Department during the course of the liquidation.

     23.  Miscellaneous.
          -------------

          23.1  Notices. All reports, requests, demands, notices or other
                -------
communications required or permitted hereunder to be given to a party shall be
in writing and shall be deemed to

                                       13
<PAGE>

be duly given and received upon delivery in hand, or if sent by facsimile, upon
receipt of confirmation thereof, or if mailed, on the third business day
following the day duly sent by certified or registered mail, postage prepaid,
return receipt requested or on the first business day following the day timely
deposited with Federal Express (or an equivalent national overnight courier
service). All notices to a party shall be sent to the addressee at the address
set forth below (or to such other address as such party may specify by notice to
the other):


                      (a)  If to Licensor, to:

                           Richman Gordman 1/2 Price Stores, Inc.
                           12100 West Center Road
                           Omaha, Nebraska 68144-3998
                           Attn: Jeff Gordman, Chief Executive Officer

With a copy to:

                           Betterman & Dixon
                           Suite 2868 Woodmen Tower
                           1700 Farnam Street
                           Omaha, Nebraska 68102
                           Attn: Joyce Dixon


                      (b)  If to Licensee, to:

                           Shoe Pavilion, Inc.
                           3200-F Regatta Blvd.
                           Richmond, California 94804
                           Attn: Dmitry Beinus, Chief Executive Officer

With a copy to:

                           Sheppard, Mullin, Richter & Hampton
                           Four Embarcadero Center
                           San Francisco, CA  94111
                           Attn: A. John Murphy


          23.2  Governing Law. This License Agreement shall be construed under
                -------------
and governed by the internal laws of the State of Nebraska without giving effect
to the conflict of law provisions thereof.

          23.3  Entire Agreement. This License Agreement constitutes the entire
                ----------------
agreement between the parties hereto with respect to the subject matter hereof,
and supersedes all previous written or oral negotiation, commitments or
writings.

                                       14
<PAGE>

          23.4  Waiver and Amendment. This License Agreement may not be amended
                --------------------
or modified nor may compliance with any condition or covenant set forth herein
be waived, except by a writing duly and validly executed by each party hereto,
or in the case of a waiver, the party waiving compliance.

          23.5  Assignability: Binding Effect. This License Agreement shall not
                -----------------------------
be assigned by either Licensor or Licensee without the express written consent
of the other party, except that this License Agreement may be assigned by either
party in connection with any consolidation, merger, reorganization,
recapitalization or sale of all or substantially all of the assets of such
party, provided that after giving consideration to such transaction, no event of
default exists under this License Agreement and the party assuming this
Agreement is financially solvent at the time of the assumption. The term
"Licensee" and "Licensor" wherever used in this Agreement shall include the
successors and assigns of such parties and all of the covenants, terms and
conditions in this License Agreement shall be binding upon and inure to the
benefit of the successors and assigns of such parties in the same manner as if
they were expressly stated in this License Agreement.

          23.6  Remedies Not Exclusive. The rights and remedies of Licensor and
                ----------------------
Licensee in this License Agreement shall not be construed as cumulative and
shall be in addition to every other right or remedy now or hereafter existing at
law, in equity or by statute. The failure to exercise one or more rights or
remedies shall not be taken to exclude or waive the exercise of any other right
or remedy.

          23.7  Confidential Information. Any information concerning the other
                ------------------------
party's business acquired by either party to this License Agreement shall be
held in the strictest of confidence by the other party and shall not be released
to any third party without the other party's prior written approval.

          23.8  Waiver of Performance. Any waiver of performance of any of the
                ---------------------
covenants, agreements, or stipulations hereof by either party shall not be
construed as a waiver of subsequent performances thereof or any other provision
of this License Agreement unless otherwise agreed in writing.

          23.9  No Joint Venture. Nothing in this License Agreement shall be
                ----------------
construed as constituting Licensor and Licensee as joint venturers, partners, or
principal and agent. It is the intention of the parties that the sole
relationship created by the parties hereunder is that of Licensors/Licensee for
exclusive sales and that Licensee is in all respects an "independent
contractor."

          23.10 Captions. The captions are inserted only as a matter of
                --------
convenience and for information and in no way define, limit or describe the
scope of this License Agreement nor the intent of any provision hereof.

                                       15
<PAGE>

          23.11  Counterparts.  This Agreement may be signed in original or by
                 ------------
fax in counterparts, each of which shall be deemed to be an original, and the
counterparts shall together constitute one document.

                                       16
<PAGE>

                         RICHMAN GORDMAN 1/2 PRICE STORES, INC.

                         By:_______________________________________

                         Title:____________________________________


                         SHOE PAVILION, INC.


                         By:_______________________________________

                         Title:____________________________________

                                       17