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                                                                   EXHIBIT 10.24

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of June 25, 2002, by and between Shoe Pavilion Corporation, a Washington
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

                                    RECITALS

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of February 27, 2001, as amended from time to time ("Credit Agreement").

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:

     1.  Section 1.1 (a) is hereby amended by deleting "June 1, 2003" as the
last day on which Bank will make advances under the Line of Credit, and by
substituting for said date "October 1, 2003," with such change to be effective
upon the execution and delivery to Bank of a promissory note substantially in
the form of Exhibit A attached hereto (which promissory note shall replace and
be deemed the Line of Credit Note defined in and made pursuant to the Credit
Agreement) and all other contracts, instruments and documents required by Bank
to evidence such change.

     2.  Section 1.1 (c) is hereby amended (a) by deleting "June 1, 2003" as the
last day on which Bank will issue Letters of Credit under the subfeature
therefor under the Line of Credit, and by substituting for said date "October 1,
2003," and (b) by deleting "December 1, 2003" as the last date any such Letter
of Credit may expire, and by substituting for said date "December 1, 2004"

     3.  Section 4.8 (c) is hereby deleted in its entirety, and the following
substituted therefor:

               "(c) EBITDA, determined as of each fiscal quarter end on a
         rolling four quarter basis, not less than $3,000,000.00 beginning with
         the fiscal quarter ending June 2002, with "EBITDA defined as net
         profit before tax plus interest expense (net of capitalized interest
         expense), depreciation expense and amortization expense."

     4.  Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.

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     5.  Borrower hereby remakes all representations and warranties contained in
the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.

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

                                                  WELLS FARGO BANK,
SHOE PAVILION CORPORATION                         NATIONAL ASSOCIATION


By: /s/ John D. Hellmann                          By: /s/ Alita Marshall
    --------------------                              ------------------
                                                  Alita Marshall
Title: Vice President                             Vice President

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