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                               EXHIBIT (10)(i)(h)

                             Material Contracts --
                               Amendment No. 7 to
                            Credit Agreement between
                              Richman Gordman 1/2
                             Price Stores, Inc. and
                               Congress Financial
                               Corporation, dated
                                 April 7, 1997.





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                               AMENDMENT NO. 7 TO
                         INVENTORY FINANCING AGREEMENT
                        AND ACCOUNTS SECURITY AGREEMENT


                                 April 7, 1997

  Richman Gordman 1/2 Price Stores, Inc.
  12100 West Center Road
  Omaha, Nebraska 68144

  Ladies and Gentlemen:

       Reference is made to the Inventory Financing Agreement and
  Accounts Security Agreement dated as of October 20, 1993, as
  previously mended and supplemented (the "Loan Agreement") between
  Congress Financial Corporation (Central) ("Congress") and Richman
  Gordman 1/2 Price Stores, Inc. ("Borrower"). Terms used herera and not
  otherwise defined herein shall the meaning ascribed to such terms in
  the Loan Agreement

       Borrower has requested that Congress agree to amend the Loan
  Agreement to, among other things, (i) modify the inventory advance
  rate and (ii) decrease the interest rate and Congress is willing to do
  so subject the terms and conditions set forth herein.

       Accordingly, the Loan Agreement is hereby amended in the
  following respects:

   1.   The following sentence is hereby added to the end of Section
        1.5 to read as follows:

              "Notwithstanding the foregoing sentence, Eligible Inventory
              shall include, (a) Inventory, to the extent that it is
              otherwise Eligible Inventory and to the extent that it has been
              prepaid by Borrower and which is at the location of the
              supplier of such Inventory ("Prepaid Inventory"); provided that
              (1) such Inventory shall only be Eligible Inventory for 60 days
              after payment in full has been made by Borrower and (2) the
              aggregate mount of loan availability predicated on Prepaid
              Inventory shall not exceed $500,000 and (b) Inventory m-transit
              within the United States to Borrower; provided that the
              aggregate amount of loan availability predicated on Inventory
              mtransit shall not exceed $3,000,000."

   2.   The first sentence of Section 2.1 of the Loan Agreement is hereby
        deleted in its entirety and replaced with the following:




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Richard Gordman 1/2 Price Stores, Inc.
April 7, 1997
Page 25

              In the absence of an Event of Default and in the absence of an
              event which with the passage of time or the giving of notice or
              both would mature into an Event of Default and subject to the
              terms and conditions of this Agreement as amended by any
              supplements and riders hereto, you shall make loans to us from
              time to time, at our request, of up to thirty-eight percent (38%)
              of the retail value of Eligible Inventory (reduced to (i) twenty
              percent (20%) of the retail value of all "clearance items"
              constituting Eligible Inventory in an mount not to exceed Six
              Million Dollars ($6,000,000) which have been on our Premises for
              a period of less than eighteen (18) months and (ii) twenty
              percent (20%) of all Prepaid Inventory in an amount not to exceed
              Two Million Five Hundred Thousand Dollars ($2,500,000); provided
              that at no time  shall the outstanding loans made pursuant to the
              provisions of this section exceed seventy-five percent (75%) of
              the "Mid Range Liquidation Value", as determined by the most
              recently prepared Inventory Liquidation Sale Analysis of
              Schottenstein Bernstein Capital Group, LLC (the "Mid Range
              Liquidation Value Amount").  In the event that at any time the
              loans made pursuant to this section exceed the Mid Range
              Liquidation Value Amount, as so determined, Borrower shall be
              obligated to immediately repay the loans by an amount necessary
              to eliminate such excess.

   3.   The first sentence of Section 3.1 is hereby amended and
        restated to read as follows:

              "Interest shall be payable by us to you on the first day of
              each month upon the closing daily balances in our loan account
              for each day during the immediately preceding month, at a rate
              equal to one percent (1.00%) per annum in excess of the prime
              commercial interest rate publicly announced by Philadelphia
              National Bank, incorporated as CoreStates Bank, N.A.,
              Philadelphia, Pennsylvania, whether or not such announced rate
              is the best rate available at such bank."





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Richard Gordman 1/2 Price Stores, Inc.
April 7, 1997
Page 3


   4.   The third sentence of Section 3 of Rider No. 1 to the Loan
        Agreement is hereby amended and restated to read as follows:

              "Debtor also acknowledges and agrees that Congress shall have
              the right to engage Schottenstein Asset Recovery Division or
              such other firm as is acceptable to Congress to appraise the
              Inventory on a semi-annual basis, and Debtor shall be required
              to reimburse Congress for such appraisal as provided in Section
              3.8 of the Loan Agreement; provided that if at any time, the
              amount by which loan availability of Debtor described in
              Section 2.1 of the Loan Agreement exceeds the loans outstanding
              under the Loan Agreement by an amount less than $2,500,000
              after Debtor has paid or reserved for payment of all accounts
              payable which are more than sixty (60) days past the invoice
              date, then Congress shall have the right to obtain such
              appraisals on a quarterly basis."

   5.   The first sentence of Section 2.1 of the Inventory Security
        Agreement Supplement to Inventory Financing Agreement and
        Accounts Security Agreement is hereby amended to read as
        follows:

              "Except for Inventory in transit and Prepaid Inventory, the
              only locations of any tangible Collateral are those addresses
              listed on Schedule A annexed hereto and made a part hereof, as
              amended from time to time upon 30 days' prior written notice to
              you."

       The amendment to the Loan Agreement described herein shall be
  effective upon the dehvery by Borrower to Congress of a counterpart of
  this Amendment No. 7 which has been acknowledged and agreed to by
  Borrower, along with (i) resolutions of the board of directors of
  Borrower pertaining to the subject matter hereof, in form and
  substance satisfactory to Congress, and (ii) evidence of the consent
  of the Official Unsecured Creditors Committee of Richman Gordman 1/2
  Price Stores, Inc. to this Amendment No. 7.





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  Richard Gordman 1/2 Price Stores, Inc.
  April 7, 1997
  Page 4


       Except as expressly set forth herein, the Loan Agreement shall remain 
unmodified and in full force and effect.

                                    Very truly yours,

                                    CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                    By  /s/ David Levan 
                                       -----------------------------
                                    Its  Assistant Vice President
                                       -----------------------------
  ACKNOWLEDGED AND AGREED TO as of
  the 18th day of April, 1997.

  RICHMAN GORDMAN 1/2 PRICE STORES, INC.


  By /s/ Jeffrey J. Gordman
    -----------------------------
  Its President and CEO
     ----------------------------