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                                                                     Exhibit 4.3



                            [SHAWMUT CAPITAL LETTERHEAD]



September 8, 1995


Ms. Theresa Carlise
National Record Mart, Inc.
507 Forest Avenue
Pittsburgh, PA 15106


Dear Theresa,

Reference is made to the Loan and Security Agreement (the "Loan Agreement")
dated June 11, 1993, by and between National Record Mart, Inc. ("the Borrower"),
and Shawmut Capital Corp., (f/k/a Barclays Business Credit, Inc.) ("the
Lender"), together with all documents, instruments, mortgages and letters
executed pursuant thereto (collectively the "Financing Agreements"). All
capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Financing Agreements unless indicated otherwise.

The Loan Agreement is hereby amended by adding the following to the end of
Section 3.1(A) INTEREST:

         "Notwithstanding the above, interest on any Prime Loan with a balance
         of less than zero at the end of any day, at a time when all loans in
         total are greater than zero, shall accrue at a fluctuating rate per
         annum equal to three percent (3%) below the Base Rate."

Except as expressly provided herein, all of the representations, warranties,
terms, covenants and conditions contained in the Financing Agreements shall
remain unamended and shall continue to be and shall remain in full force and
effect in accordance with their respective terms. The agreements set forth
herein shall be limited precisely as provided for herein and shall not be deemed
an amendment to or modification of any other term or provision of the Financing
Agreements.

Please indicate your agreement with the above by signing one of the enclosed
originals and returning it to the Lender's attention via express mail. This
agreement shall not be binding on the Lender until such time as a fully executed
original of this letter is received by the Lender.


Sincerely,


/s/ Timothy G. Johnson


Concur:  /s/ Theresa Carlise
National Record Mart, Inc.