W I T N E S S E T H:

 
                                                                   EXHIBIT 10.34

             FIRST AMENDMENT TO THE TRADEMARK SUBLICENSE AGREEMENT
             -----------------------------------------------------

     AMENDMENT to Trademark Sublicense Agreement, made as of the 16 day of
March, 1998, by and between XXXXXXX SHOE COMPANY INC., a Delaware corporation
("Xxxxxxx"), and SLJ RETAIL LLC, a Delaware limited liability company (the
"Company").

                              W I T N E S S E T H:

     WHEREAS, Xxxxxxx and the Company are parties to a certain Trademark
Sublicense Agreement dated as of the 14th day of April, 1997 (the "Trademark
Sublicense Agreement"); and

     WHEREAS, Xxxxxxx and the Company are now desirous of amending the Trademark
Sublicense Agreement; and

     WHEREAS, all terms used but not otherwise defined herein shall have the
meanings given to them in the Trademark Sublicense Agreement.

     NOW, THEREFORE, in consideration of the premises contained herein and their
mutual promises, the parties hereby amend the Trademark Sublicense Agreement,
effective as of the date first above written, as follows:

     Paragraph 9.3.2 is amended in its entirety to read in full as follows:

     "9.3.2 This Agreement is personal to the Company, and the Company may not,
without the prior written consent of Xxxxxxx and Xxxxx, assign, sublicense or
otherwise transfer all or any portion of this Agreement or any rights or
obligations hereunder, whether voluntarily, involuntarily, by operation of law
or otherwise, and any such attempted assignment or other transfer shall be null
and void and of no effect."

     This First Amendment to the Trademark Sublicense Agreement may be executed
simultaneously in any number of counterparts and by facsimile, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

     IN WITNESS WHEREOF, the parties have hereunto executed this First Amendment
to the Trademark Sublicense Agreement by officers thereto duly authorized as of
the day and year first above written.

                                       XXXXXXX SHOE COMPANY INC.

                                       By:  /s/ Xxxx X. Xxxxxxx
                                          ----------------------
                                           Xxxx X. Xxxxxxx
                                           President


 
                                  SLJ RETAIL LLC

                                  By:  /s/ Xxxxx X. Xxxxxxxx
                                      ----------------------
                                      Xxxxx X. Xxxxxxxx
                                      Chairman 

                                       2