Number Two and Waiver Sample Contracts

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AMENDMENT NUMBER TWO AND WAIVER
Number Two and Waiver • August 16th, 2005 • Shoe Pavilion Inc • Retail-shoe stores

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.

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