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                                                                   EXHIBIT 10.18

                      FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of June 1, 2001, by and between SHOE PAVILION CORPORATION, a Washington
corporation ("Borrower"), and WELL FARGO BANK, NATIONAL ASSOCIATION ("Bank").


                                   RECITALS
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     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. is hereby amended by deleting "June 1, 2002" as the last
day on which Bank will make advances under the Line of Credit, and by
substituting for said date "June 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 7.11 is hereby deleted in its entirety, and the following
substituted therefor:

          "11.  ARBITRATION:

          (a)  Arbitration.  The parties hereto agree, upon demand by any party,
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     to submit to binding arbitration all claims, disputes and controversies
     between or among them (and their respective employees, officers, directors,
     attorneys, and other agents), whether in tort, contract or otherwise
     arising out of or relating to in any way (i) the loan and related loan and
     security documents which are the subject of this Note and its negotiation,
     execution, collateralization, administration, repayment, modification,
     extension, substitution, formation, inducement, enforcement, default or
     termination; or (ii) requests for additional credit.

          (b)  Governing Rules.  Any arbitration proceeding will (i) proceed in
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     a location in California selected by the American Arbitration Association
     ("AAA"); (ii) be governed by the Federal Arbitration Act (Title 9 of the
     United States Code), notwithstanding any conflicting choice of law
     provision in any of the documents between the parties; and (iii) be
     conducted by the AAA, or such other administrator as the parties shall
     mutually agree upon, in accordance with the AAA's commercial dispute
     resolution procedures, unless the claim or counterclaim is at least

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     $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in
     which case the arbitration shall be conducted in accordance with the AAA's
     optional procedures for large, complex commercial disputes (the commercial
     dispute resolution procedures or the optional procedures for large, complex
     commercial disputes to be referred to, as applicable, as the "Rules"). If
     there is any inconsistency between the terms hereof and the Rules, the
     terms and procedures set forth herein shall control. Any party who fails or
     refuses to submit to arbitration following a demand by any other party
     shall bear all costs and expenses incurred by such other party in
     compelling arbitration of any dispute. Nothing contained herein shall be
     deemed to be a waiver by any party that is a bank of the protections
     afforded to it under 12 U.S.C. (S)91 or any similar applicable state law.

          (c)  No Waiver of Provisional Remedies, Self-Help and Foreclosure.
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     The arbitration requirement does not limit the right of any party to (i)
     foreclose against real or personal property collateral; (ii) exercise self-
     help remedies relating to collateral or proceeds of collateral such as
     setoff or repossession; or (iii) obtain provisional or ancillary remedies
     such as replevin, injunctive relief, attachment or the appointment of a
     receiver, before during or after the pendency of any arbitration
     proceeding. This exclusion does not constitute a waiver of the right or
     obligation of any party to submit any dispute to arbitration or reference
     hereunder, including those arising from the exercise of the actions
     detailed in sections (i), (ii) and (iii) of this paragraph.

          (d)  Arbitrator Qualifications and Powers.  Any arbitration proceeding
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     in which the amount in controversy is $5,000,000.00 or less will be decided
     by a single arbitrator selected according to the Rules, and who shall not
     render an award of greater than $5,000,000.00. Any dispute in which the
     amount in controversy exceeds $5,000,000.00 shall be decided by majority
     vote of a panel of three arbitrators; provided however, that all three
     arbitrators must actively participate in all hearings and deliberations.
     The arbitrator will be a neutral attorney licensed in the State of
     California or a neutral retired judge of the state or federal judiciary of
     California, in either case with a minimum of ten years experience in the
     substantive law applicable to the subject matter of the dispute to be
     arbitrated. The arbitrator will determine whether or not an issue is
     arbitratable and will give effect to the statutes of limitation in
     determining any claim. In any arbitration proceeding the arbitrator will
     decide (by documents only or with a hearing at the arbitrator's discretion)
     any pre-hearing motions which are similar to motions to dismiss for failure
     to state a claim or motions for summary adjudication. The arbitrator shall
     resolve all disputes in accordance with the substantive law of California
     and may grant any remedy or relief that a court of such state could order
     or grant within the scope hereof and such ancillary relief as is necessary
     to make effective any award. The arbitrator shall also have the power to
     award recovery of all costs and fees, to impose sanctions and to take such
     other action as the arbitrator deems necessary to the same extent a judge
     could pursuant to the Federal Rules of Civil Procedure, the California
     Rules of Civil Procedure or other applicable law. Judgment upon the award
     rendered by the arbitrator may be entered in any court having jurisdiction.
     The institution and maintenance of an action for judicial relief or pursuit
     of a provisional or ancillary remedy shall not constitute a waiver of the
     right of any party, including the plaintiff, to submit the controversy or
     claim to arbitration if any other party contests such action for judicial
     relief.

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          (e)  Discovery.  In any arbitration proceeding discovery will be
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     permitted in accordance with the Rules. All discovery shall be expressly
     limited to matters directly relevant to the dispute being arbitrated and
     must be completed no later than 20 days before the hearing date and within
     180 days of the filing of the dispute with the AAA. Any requests for an
     extension of the discovery periods, or any discovery disputes, will be
     subject to final determination by the arbitrator upon a showing that the
     request for discovery is essential for the party's presentation and that no
     alternative means for obtaining information is available.

          (f)  Class Proceedings and Consolidations.  The resolution of any
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     dispute arising pursuant to the terms of this Note shall be determined by a
     separate arbitration proceeding and such dispute shall not be consolidated
     with other disputes or included in any class proceeding.

          (g)  Payment Of Arbitration Costs And Fees.  The arbitrator shall
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     award all costs and expenses of the arbitration proceeding.

          (h)  Real Property Collateral; Judicial Reference.  Notwithstanding
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     anything herein to the contrary, no dispute shall be submitted to
     arbitration if the dispute concerns indebtedness secured directly or
     indirectly, in whole or in part, by any real property unless (i) the holder
     of the mortgage, lien or security interest specifically elects in writing
     to proceed with the arbitration, or (ii) all parties to the arbitration
     waive any rights or benefits that might accrue to them by virtue of the
     single action rule statute of California, thereby agreeing that all
     indebtedness and obligations of the parties, and all mortgages, liens and
     security interests securing such indebtedness and obligations, shall remain
     fully valid and enforceable. If any such dispute is not submitted to
     arbitration, the dispute shall be referred to a referee in accordance with
     California Code of Civil Procedure Section 638 et seq., and this general
     reference agreement is intended to be specifically enforceable in
     accordance with said Section 638. A referee with the qualifications
     required herein for arbitrators shall be selected pursuant to the AAA's
     selection procedures. Judgment upon the decision rendered by a referee
     shall be entered in the court in which such proceeding was commenced in
     accordance with California Code of Civil Procedure Sections 644 and 645.

          (i)  Miscellaneous.  To the maximum extent practicable, the AAA, the
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     arbitrators and the parties shall take all action required to conclude any
     arbitration proceeding within 180 days of the filing of the dispute with
     the AAA. No arbitrator or other party to an arbitration proceeding may
     disclose the existence, content or results thereof, except for disclosures
     of information by a party required in the ordinary course of its business
     or by applicable law or regulation. If more than one agreement for
     arbitration by or between the parties potentially applies to a dispute, the
     arbitration provision most directly related to the documents between the
     parties or the subject matter of the dispute shall control. This Note may
     be amended or modified only in writing signed by each party hereto. If any
     provision of this Note shall be held to be prohibited by or invalid under
     applicable law such provision shall be ineffective only to the extent of
     such prohibition or invalidity, without invalidating the remainder of such
     provision or any remaining provisions of this Note. This arbitration
     provision shall survive termination, amendment or expiration of any of the
     documents or any relationship between the parties."

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     3.   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.

     4.   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.

                                        WELL FARGO BANK,
SHOE PAVILION CORPORATION                NATIONAL ASSOCIATION

By: /s/ Dmitry Beinus                   By: /s/ Alita Marshall
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                                            Alita Marshall
Title: CEO                                  Vice President
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