Amendment no. Two to the Loan and Security Agreement



 EXHIBIT 10.34 
  
 AMENDMENT NUMBER TWO AND WAIVER 
  
 AMENDMENT NUMBER TWO AND WAIVER dated as of May 12, 2005 (the “Second Amendment”) to the Loan and Security
Agreement, dated as of April 18, 2003, by and between Shoe Pavilion Corporation (the “Borrower”) and Wells Fargo Retail Finance, LLC, a Delaware limited liability company (in such capacity, the “Lender”), as amended
by that Amendment Number One dated as of September 24, 2004 (as further amended from time to time, the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement. 
  
 The Borrower has requested that the Lender waiver
the Event of Default that exists pursuant to Section 8.2(b) of the Loan Agreement as a consequence of the Borrower’s failure to furnish the Lender with Projections on or before January 31, 2005 in accordance with Section 6.3(c) of the Loan
Agreement. The Lender is prepared to agree to the Borrower’s request on the terms and conditions contained herein. 
  
 In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the
undersigned hereby agree as follows: 
  
 1. Waiver. The
Lender hereby waives any Event of Default that exists pursuant to Section 8.2(b) of the Loan Agreement as a consequence of the Borrower’s failure to furnish the Lender with Projections on or before January 31, 2005 in accordance with Section
6.3(c) of the Loan Agreement, and Lender hereby extends the time in which the Borrower shall have to furnish the Lender with such Projections to May 23, 2005. 
  

2. Amendment. Section 12 is amended to reflect a change in the notice address of counsel to the Lender by deleting the reference to “Paul,
Hastings, Janofsky & Walker LLP” and substituting therefor the following: 
  
 “Brown Rudnick Berlack Israels LLP 
 One Financial Place, 18th Floor 
 Boston, MA
02111 
 Attention: Peter J. Antoszyk, Esq. 
 Phone: (617) 856-8513 
 Fax: (617) 856-8201” 
  
 3. Acknowledgement of Obligations by Borrower. Borrower confirms and
agrees that (a) all representations and warranties contained in the Loan Agreement and in the other Loan Documents, after giving effect to this Second Amendment, are on the date hereof true and correct in all material respects, and (b) it is
unconditionally liable for the punctual and full payment of all Obligations now due and owing under the Loan Agreement and other Loan Documents, including, without limitation, all reasonable charges, fees, expenses and costs (including
attorneys’ fees and 










 
expenses) under the Loan Documents, and that Borrower has no defenses, counterclaims or setoffs with respect to full, complete and timely payment of all such
Obligations. 
  
 4. Ratification of Financing. The Borrower
confirms that the Loan Agreement and the Loan Documents remain in full force and effect without amendment or modification of any kind, except for the amendments explicitly set forth herein. This Second Amendment shall be deemed to be one of the Loan
Documents and, together with the other Loan Documents, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior dealings, correspondence, conversations or communications between the
parties with respect to the subject matter hereof. This Second Amendment shall be considered a Loan Document and, without in any way limiting the application of other provisions of the Loan Agreement, this Second Amendment shall governed by the
provisions of Sections 13, 15 and 16 of the Loan Agreement. No further amendment to the Loan Agreement shall be made except by a writing signed by all parties to the Loan Agreement. 
  
 5. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed
to be an original hereof and submissible into evidence and all of which together shall be deemed to be a single instrument. In making proof of this Second Amendment, it shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Second Amendment by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed
counterpart of this Second Amendment. 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their authorized officers as of the day and year first above written. 
  

			
	 WELLS FARGO RETAIL FINANCE, LLC
 (Lender)

		
	By:	 	 /s/ Jennifer Cann 

	 	 	 Name: Jennifer Cann

	 	 	 Title: Vice President



  

			
	BORROWER:
	
	 SHOE PAVILION CORPORATION

		
	By:	 	 /s/ John D. Hellmann

	 	 	 Name: John D. Hellmann

	 	 	 Title: Vice President


  
 Signature Page to Second Amendment