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                                                                  EXHIBIT 10.13

                     FIRST AMENDMENT TO LICENSE AGREEMENT

     This FIRST AMENDMENT TO LICENSE AGREEMENT (the "First Amendment") is
entered into as of the 20thday of December, 1999, 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").

     WHEREAS, Licensor and Licensee entered into that certain License Agreement
(the "Agreement") dated as of July 7, 1999, whereby Licensor granted 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 the Agreement;

     WHEREAS, Licensor and Licensee desire to amend such Agreement under the
terms and conditions specified in this First Amendment;

     NOW, THEREFORE, in consideration of the covenants contained herein, the
parties hereto agree as follows:

     Section 1.  Section 22.3 Purchase of Inventory, paragraphs (a) and (b), is
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                 amended to read as follows:

                 22.3    Purchase of Inventory.
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                 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 Footwear
                         inventory in the Stores. Such option may be exercised
                         by written notice given to Licensee within the time
                         specified in paragraph (b) below. The price for such
                         purchase shall be the Fair Value as specified below.

                 a       "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")
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                         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 and Licensee each shall bear the
                         fees and costs, if any, of the Appraiser it appoints,
                         and shall bear equally the fees and costs of any
                         independent Third Appraiser. Within five days after
                         Licensor receives notice of the amount of the Fair
                         Value, as determined or agreed upon, Licensor shall
                         give written notice to Licensee as to whether Licensor
                         shall exercise the option referred to in paragraph (a)
                         above. 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
                         Licensor receives notice of such Fair Value amount.

     Section 2.  Except as expressly provided in this First Amendment, the
                 Agreement shall remain in full force and effect.

     Section 3.  All capitalized terms not defined herein shall have their
                 respective meanings as set forth in the Agreement.

     Section 4.  This First Amendment may be executed in original or by fax
                 counterparts and such counterparts together shall constitute a
                 single agreement.

     This First Amendment shall be effective as of the 20th day of December,
1999. Each of Licensor and Licensee hereby represents and warrants that is
authorized to execute, deliver and perform its obligations under this First
Amendment.

                                        RICHMAN GORDMAN 1/2 PRICE STORES, INC.


                                        By: _________________________________
                                        Title: ______________________________


                                        SHOE PAVILION INC.


                                        By: _________________________________
                                        Title: ______________________________

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