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                                                                   Exhibit 10.13

                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  This Amendment to Employment Agreement (the "Amendment") is
made and entered into as of this 1st day of January 2001 by and between William
A. Teitelbaum, an individual (the "Executive"), and National Record Mart, Inc.,
a Delaware corporation (the "Company").

                                    RECITALS

                  A. The Company and Executive are parties to that certain
Employment Agreement made as of April 1, 1993 (the "Employment Agreement").

                  B. The Company and Executive desire to amend certain
provisions of the Employment Agreement, as set forth herein.

                  NOW THEREFORE, intended to be legally bound, the Company and
Executive agree as follows:

                  1. Amendment to Section 1(a). Section 1(a) of the Employment
Agreement is hereby amended to read as follows:

                  (a) The term of employment of Executive under this Agreement
         shall be the period commencing on April 1, 1993 and ending on March 31,
         2003. Said term shall be subject to extension by operation of the
         provisions of Section 1(b) hereof.

                  2. Amendment to Section 1(b). Section 1(b) of the Employment
Agreement is hereby amended to read as follows:

                  (b) On March 31, 2003, and on March 31 of each succeeding
         odd-numbered calendar year, the term of employment of the Executive
         under this Agreement shall be automatically extended to March 31 of the
         second calendar year thereafter, unless either party, acting under this
         Section 1(b), has elected to fix the expiration date of the Executive's
         term of employment hereunder. Each party shall have the right,
         exercisable by written notice to the other, to terminate the automatic
         renewal provided for herein and thereby to fix the expiration of
         Executive's term of employment; provided such notice shall have been
         given not more than sixty (60) days and not less than thirty (30) days
         prior to the expiration date in effect at such time. Such notice having
         been so given, the term of Executive's employment hereunder shall
         terminate on the expiration date in effect at such time.

                  3. New Section 1(d). Section 1 of the Employment Agreement is
hereby amended by adding thereto immediately following Section 1(c) a new
Section 1(d) to read as follows:

                  (d) Notwithstanding the provisions of Sections 1(a) and (b),
         the term of employment of the Executive under this Agreement shall be
         subject to early



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         termination by Executive in accordance with the Change in Control
         Agreement between the Company and Executive.

                  4. Miscellaneous. The parties agree that the execution of this
Amendment and the matters contemplated hereby were mutually agreed upon and do
not and did not trigger any termination rights or compensation provision in the
Employment Agreement. Except as amended hereby, the Employment Agreement is
hereby ratified and confirmed in all respects. This Amendment shall be governed
by and construed in accordance with laws of the Commonwealth of Pennsylvania.
Any dispute concerning this Amendment shall be subject to the arbitration
provisions set forth in Section 16 of the Employment Agreement.

                  IN WITNESS WHEREOF, the parties hereto executed this Amendment
or caused this Amendment to be duly executed as of the day and year first
written above.



WITNESS:                                     WILLIAM A. TEITELBAUM

Theresa Carlise                              William A. Teitelbaum
---------------------------                  -------------------------------



ATTEST:                                      NATIONAL RECORD MART, INC.


Glenn E. Spoharski                           By: Theresa Carlise
---------------------------                     ----------------------------
Assistant Secretary                          Name:  Theresa Carlise
                                             Title: Sr. VP, CFO & Secretary