<PAGE>   1
       SEVENTH MODIFICATION OF SECURED CREDIT AGREEMENT, EXHIBIT 4(a)(ix)
                            AND OTHER LOAN DOCUMENTS
          --------------------------------------------------------


         THIS SEVENTH MODIFICATION OF SECURED CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS (this "Agreement") is made, and shall be deemed effective, as of the
1st day of February, 1999 by and among PAUL HARRIS STORES, INC., an Indiana
corporation ("PH Stores"), PAUL HARRIS MERCHANDISING, INC., an Indiana
corporation, PAUL HARRIS RETAILING, INC., an Indiana corporation (herein,
together with their respective successors and assigns, called the "Borrowers")
and LASALLE NATIONAL BANK, a national banking association (herein, together with
its successors and assigns, called the "Bank").

         All capitalized terms and phrases, unless defined herein, shall have
the specific meanings as are set forth in that certain Secured Credit Agreement
dated as of October 28, 1993, by and among Borrowers and Bank, as amended and
restated by that certain Amended and Restated Secured Credit Agreement dated as
of January 20, 1994, as modified by that certain First Modification of Secured
Credit Agreement, Notes, Mortgage and Other Loan Documents dated as of October
31, 1994, as further modified by that certain Second Modification of Secured
Credit Agreement, Notes, Mortgage and Other Loan Documents dated as of January
31, 1995, as further modified by that certain Third Modification of Secured
Credit Agreement, Notes, Mortgage and Other Loan Documents dated as of September
28, 1995, as further modified by that certain Amended and Restated Third
Modification of Secured Credit Agreement, Notes, Mortgage and Other Loan
Documents dated as of September 28, 1995, as further modified by that certain
Fourth Modification of Secured Credit Agreement, Revolving Note and Other Loan
Documents dated as of May 8, 1996; as further modified by that certain Fifth
Modification of Secured Credit Agreement, Revolving Note and Other Loan
Documents dated as of April 9, 1997 and as further modified by that certain
Sixth Modification of Secured Credit Agreement, Revolving Note and Other Loan
Documents dated as of October 19, 1998 (the "Credit Agreement").

         WHEREAS, Borrowers has previously requested loans and advances from
Bank for the purpose of funding Borrower's working capital needs, and in
connection therewith, Borrower and Bank entered into and executed the Credit
Agreement, pursuant to which the Bank, inter alia, agreed to make a term loan in
an amount of up to $2,400,000.00 to PH Stores and a revolving credit loan in an
amount of up to $20,000,000.00 to the Borrower; and

         WHEREAS, Borrower has previously executed and delivered to Bank (i) a
Secured Promissory Note (Revolver) dated October 28, 1993, as amended (the
"Revolving Note"), in the principal amount of $20,000,000.00, evidencing an
indebtedness owed by Borrower to Bank in like amount (the "Revolving Loan") and
(ii) a Secured Promissory Note (Term Loan) dated January 20, 1994 (the "Term
Note") in the principal amount of $2,400,000.00 evidencing an indebtedness owed
by Borrower to Bank in like amount (the "Term Loan"); and



<PAGE>   2

         WHEREAS, repayment of the Term Note is secured by, among other items of
collateral, a certain Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of January 20, 1994, made by Borrower to Bank (the
"Mortgage"), recorded on February 1, 1994 in the Office of the Recorder, Marion
County, Indiana as Instrument Number 94-17807, encumbering the property legally
described therein (the "Premises"); and

         WHEREAS, repayment of the Term Note is additionally secured by a
certain Assignment of Distribution Center Leases and Rents dated as of January
20, 1994 (the "Distribution Assignment"), made by Borrower to Bank; and

         WHEREAS, repayment of the Revolving Note and the Term Note is secured
by a certain Security Agreement and Financing Statement dated as of October 28,
1993, as amended (the "Security Agreement"), made by Borrower to Bank; and

         WHEREAS, repayment of the Revolving Note is additionally secured by a
certain Assignment of Leases dated as of October 28, 1994, as amended, made by
Borrower to Bank (the "Assignment"), affecting the Premises; and

         WHEREAS, the Credit Agreement, the Notes, the Mortgage, the Security
Agreement, the Assignment and the Distribution Assignment, together with all
other documents and instruments now or hereafter securing repayment of the
Liabilities, or any portion thereof, evidenced by the Notes are hereinafter
collectively referred to as the "Loan Documents"; and

         WHEREAS, Borrower has requested that Bank extend the present Term Loan
Maturity Date and make other modifications to the Loan Documents, and Bank has
so agreed, on the terms and conditions more specifically set forth herein.

         NOW, THEREFORE, for and in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, Borrower and Bank do hereby agree as follows:

         1. The preambles to this Agreement are fully incorporated herein by
this reference thereto with the same force and effect as though restated herein.

         2. Effective as of February 1, 1999 (the "Modification Date"), the
Credit Agreement is modified as set forth below:

                  a. The definition of "Term Loan Maturity Date" set forth in
         Section 1.1 of the Credit Agreement is deleted and the following
         definition substituted in lieu thereof:

                  ""TERM LOAN MATURITY DATE" - means, with respect to the Term
         Loan Commitment, March 1, 2000."

                  b. Section 4.2 of the Credit Agreement is deleted and the
         following section substituted in lieu thereof:
<PAGE>   3

         "4.2 TERM NOTE. The Term Loan shall be evidenced by a secured
promissory note (herein, as amended, modified or supplemented from time to time,
and together with any renewals thereof or exchanges or substitutions therefor,
collectively called the "Term Note"), dated as of February 1, 1999, payable to
the order of the Bank in the original principal amount of $1,810,000.00, and
payable in equal principal installments of $10,000.00 each, payable on the first
(1st) day of each month beginning with the first (1st) day of March, 1999 and
ending on the first (1st) day of February, 2000, together with a final
installment of all principal and accrued interest then outstanding, payable on
the Term Loan Maturity Date."

                  c. Section 5.1.2 of the Credit Agreement is deleted and the
         following section substituted in lieu thereof effective as of the date
         hereof:

                  "5.1.2 TERM LOAN. Except as provided in subsection 5.1.4,
         Borrower shall pay interest on the Term Loan from and including
         February 1, 1999 through the Term Loan Maturity Date (the "Fixed Rate
         Period") at the rate per annum of seven and thirty-three hundredths
         percent (7.33%)."

                  d. Section 6.4(i) of the Credit Agreement is deleted and the
         following section substituted in lieu thereof:

                  "(i) During the Fixed Rate Period of the Term Loan, and
         provided that no Event of Default then exists hereunder or under the
         Related Documents, the Borrower may voluntarily prepay the principal
         balance of the Term Loan, but only in whole at any time on or after the
         date hereof, subject to the following conditions:

                           (A) Not less than thirty (30) days prior to the date
                  upon which the Borrower desires to make such prepayment, the
                  Borrower shall deliver to the Bank written notice of its
                  intention to prepay, which notice shall be irrevocable and
                  state the prepayment amount and the prepayment date (the
                  "Prepayment Date"); and

                           (B) The Borrower shall pay to the Bank, concurrently
                  with such prepayment, a prepayment premium (the "Prepayment
                  Premium") equal to the "Yield Amount" (as hereinafter
                  defined)."

         3. All references in the Loan Documents to the Credit Agreement hereby
are understood to be to the Credit Agreement as modified hereby; and all
references to the Term Note shall be deemed a reference to the Term Note as
defined in the Credit Agreement after giving effect to this Amendment.

         4. In the event of any conflict among the terms of the Credit Agreement
and the other Loan Documents as modified by this Agreement, the terms of the
Credit Agreement as modified by this Agreement shall control. All terms and
provisions of the Loan Documents corresponding to terms and provisions of the
Credit Agreement prior to the date of this 


<PAGE>   4

Agreement shall be deemed modified in accordance with the terms of this
Agreement.

         5. Borrower hereby warrants and represents that (i) Borrower has no
defense, offset or counterclaim with respect to the payment of any sum owed to
Bank, or with respect to any covenant in the Loan Documents; (ii) Bank, on and
as of the date hereof, has fully performed all obligations to Borrower which it
may have had or has on and as of the date hereof; and (iii) other than as
expressly set forth herein, by entering into this Agreement, Bank does not waive
any condition or obligation in the Loan Documents.

         6. Borrower hereby agrees to execute and deliver promptly to Bank, at
Bank's request, such other documents as Bank, in its reasonable discretion,
shall deem necessary or appropriate to evidence the transaction contemplated
herein.

         7. Borrower agrees to pay all fees and expenses associated with the
consummation of the transactions contemplated in this Agreement, including,
without limitation, fees and expenses of Bank's counsel and related expenses.

         8. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall
constitute one and the same Agreement.

         9. Except as otherwise set forth herein to the contrary, the Loan
Documents remain unmodified and continue in full force and effect. Borrower
hereby reaffirms, confirms and ratifies each and every covenant, condition,
obligation and provision set forth in the Loan Documents, each as modified
hereby.

                                  [End of Page]


<PAGE>   5


          IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed and delivered this Agreement as of the day and year first
above written.


                         BORROWERS:

                         PAUL HARRIS STORES, INC., an Indiana corporation


                         By:/s/ Thomas McCain
                            ---------------------------------------------
                         Name:         Thomas McCain
                         Its:          Chief Financial Officer

                         PAUL HARRIS MERCHANDISING, INC., an Indiana corporation



                         By:/s/ Thomas McCain
                            ---------------------------------------------
                         Name:         Thomas McCain
                         Its:          Chief Financial Officer


                         PAUL HARRIS RETAILING, INC., an Indiana corporation



                         By:/s/ Thomas McCain
                            ---------------------------------------------
                         Name:         Thomas McCain
                         Its:          Chief Financial Officer


                         BANK:

                         LASALLE NATIONAL BANK, a national banking association


                         By:/s/ Ann Ellingsen
                            ---------------------------------------------
                         Name:  Ann H. Ellingsen
                         Title: VP
                               ------------------------------------------


<PAGE>   6
                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE
                                    TERM LOAN

         This Amended and Restated Secured Promissory Note (this "Note"), made
as of this 1st day of February, 1999, by PAUL HARRIS STORES, INC., an Indiana
corporation ("Borrower") in favor of LASALLE NATIONAL BANK, a national banking
association ("Bank"), has reference to the following facts and circumstances:

         A.       Bank and Borrower are parties to that certain Amended and
                  Restated Secured Credit Agreement originally dated as of
                  January 20, 1994 (as amended to date, the "Credit Agreement").

         B.       Pursuant to the Credit Agreement, Bank made a term loan to
                  Borrower in the original principal amount $2,400,000.00, which
                  loan is currently evidenced by a certain Secured Promissory
                  Note dated as of January 20, 1994 (the "Existing Note"), made
                  by Borrower and payable to the order of Bank in such principal
                  amount, the current principal amount outstanding thereunder
                  being $1,810,000.

         C.       Bank and Borrower have agreed to amend the Credit Agreement
                  pursuant to a certain Seventh Modification of Secured Credit
                  Agreement and Other Loan Documents of even date herewith
                  between Bank and Borrower (the "Amendment").

         D.       As a condition precedent to its execution of the Amendment,
                  Bank requires that Borrower amend and restate the Existing
                  Note in the manner set forth below.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto agree to amend and restate the
Existing Note as follows:


<PAGE>   7
                  AMENDED AND RESTATED SECURED PROMISSORY NOTE
                                    TERM LOAN


$1,810,000.00                                                  FEBRUARY 1, 1999
                                                               CHICAGO, ILLINOIS

         PAUL HARRIS STORES, INC., an Indiana corporation, for value received,
promises to pay to the order of LASALLE NATIONAL BANK, a national banking
association (herein, together with its successors and assigns, called the
"Bank"), at the Bank's principal office in Chicago, Illinois, ONE MILLION EIGHT
HUNDRED TEN THOUSAND AND NO/100THS DOLLARS ($1,810,000.00) or so much thereof as
is disbursed by the Bank to the undersigned from time to time, payable in
monthly principal installments of $10,000.00, each of the foregoing installments
being payable on the first (1st) day of each month, beginning with the first
(1st) day of March, 1999 and ending with the first (1st) day of February, 2000,
together with a final installment of all principal and accrued interest then
outstanding, payable on the first (1st) day of March, 2000.

         The undersigned further promises to pay interest on the unpaid
principal amount hereof from time to time outstanding at such rates and at such
times as are provided in the "Credit Agreement" (as hereinafter defined).

         Payments of both principal, prepayment of premium, if any, and interest
are to be made in lawful money of the United States of America.

         This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, that certain Amended and Restated Secured Credit
Agreement dated as of January 20, 1994 (as amended to date, and as the same may
be further amended, modified or supplemented from time to time, called the
"Credit Agreement"). The Credit Agreement, to which reference is hereby made,
sets forth said terms and provisions, including those under which this Note may
or must be paid prior to its due date or may have its due date accelerated.
Terms used but not otherwise defined herein are used herein as defined in the
Credit Agreement. Repayment of the indebtedness evidenced by this Note is
secured pursuant to certain of the Collateral Documents referred to in the
Credit Agreement, including, among other things, the Mortgage, and reference is
made thereto for a statement of terms and provisions.




                                      -2-
<PAGE>   8
         In addition to, and not in limitation of, the foregoing and the
provisions of the Credit Agreement hereinabove referred to, the undersigned
further agrees, subject only to any limitation imposed by applicable law, to pay
all expenses, including reasonable attorneys' fees and expenses, incurred by the
holder of this Note in seeking to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.

         This Note evidences indebtedness previously evidenced by, and is issued
in substitution and replacement for, that certain Secured Promissory Note made
payable to the Bank in the original principal amount of $2,400,000 dated as of
January 20, 1994. This Note shall not constitute a novation.

         This Note is binding upon the undersigned and its successors and
assigns and shall inure to the benefit of the Bank and its successors and
assigns. This Note is made under and governed by the laws of the State of
Illinois without regard to conflict of laws principles.

                               PAUL HARRIS STORES, INC., an Indiana corporation


                               By: /s/ Thomas McCain
                                  ---------------------------------------------
                               Name: Thomas McCain
                               Its: Chief Financial Officer



                                      -3-


<PAGE>   9
    This Document Prepared By
    and After Recording Return To:

    R. Gibson Masters, Esq.
    Katten Muchin & Zavis
    525 West Monroe Street
    Chicago, Illinois  60661

================================================================================
                                   SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S
                                   USE ONLY



                    FIRST SUPPLEMENT TO MORTGAGE, ASSIGNMENT
                   OF LEASES AND RENTS AND SECURITY AGREEMENT


         This First Amendment to Mortgage, Assignment of Leases and Rents and
Security Agreement dated as of February 1, 1999 (this "Supplement") is being
entered into among PAUL HARRIS STORES, INC., an Indiana corporation with its
principal place of business and mailing address at 6003 Guion Road,
Indianapolis, Indiana 46254 (hereinafter referred to as "Mortgagor") and LASALLE
NATIONAL BANK, a national banking association with a place of business and
mailing address at 135 South LaSalle, Chicago, Illinois 60603 (hereinafter
referred to as "Mortgagee");

                                WITNESSETH THAT:

         WHEREAS, Mortgagor did heretofore execute and deliver to Mortgagee that
certain Mortgage, Assignment of Leases and Rents and Security Agreement dated as
of January 20, 1994, and recorded in the Recorder's Office of Marion County,
Indiana on February 1, 1994 as Document No. 94-17807 (the "Mortgage"),
encumbering the property described on Schedule I attached hereto, in order to
secure certain indebtedness of Mortgagor now or from time to time owing to
Mortgagee; and

         WHEREAS, the Mortgage currently secures, among other things, that
certain Secured Promissory Note of Mortgagor dated as of January 20, 1994,
payable to the order of Mortgagee in the original principal amount of $2,400,000
whereby Mortgagor promises to pay said principal amount in consecutive monthly
principal installments as therein provided over the period beginning March 1,
1994, and ending February 1, 1999, the maturity date thereof, together with
interest thereon (such Secured Promissory Note being hereinafter referred to as
the 





<PAGE>   10

"Existing Note"), the Existing Note having been issued under, and subject to the
provisions of, that certain Amended and Restated Secured Credit Agreement dated
as of January 20, 1994, as amended, among Mortgagee, Paul Harris Merchandising,
Inc., an Indiana corporation, Paul Harris Retailing, Inc., an Indiana
corporation and Mortgagor, a true and correct copy of which is on file at the
office of Mortgagee specified above (said Amended and Restated Secured Credit
Agreement, as amended to date and as the same may be amended, modified or
restated from time to time, being herein referred to as the Credit Agreement");
and

         WHEREAS, Mortgagor has concurrently herewith entered into a Seventh
Modification of Secured Credit Agreement and Other Loan Documents with Mortgagee
bearing even date herewith (the "Amendment") whereby the parties have agreed,
among other things, to extend the maturity of the loan currently evidenced by
the Existing Note; and

         WHEREAS, pursuant to the Amendment, Mortgagor is concurrently amending
and restating the Existing Note by executing and delivering to Mortgagee an
Amended and Restated Secured Promissory Note of Mortgagor bearing even date
herewith and payable to the order of Mortgagee in the face principal amount of
$1,810,000, whereby Mortgagor promises to pay consecutive monthly principal
installments as therein through March 1, 2000, the maturity date thereof,
together with interest thereon prior (such Amended and Restated Secured
Promissory Note, and any and all notes issued in extension or renewal thereof or
in substitution or replacement therefor, being hereinafter referred to as the
"Replacement Note"); and

         WHEREAS, as a condition precedent to amending the Credit Agreement and
accepting the Replacement Note for the Existing Note, and making certain other
financial accommodations to Mortgagor, Mortgagee requires the Mortgagor, and to
accommodate that requirement Mortgagor desires by this Supplement, to confirm
and assure that all the real estate and other properties, rights, interests and
privileges of Mortgagor which are currently subject to the lien of the Mortgage
be and constitute collateral security for the loan which is currently evidenced
by the Existing Note and which shall hereafter evidenced by the Replacement
Note; and

         WHEREAS, the Mortgage is to continue to secure all the indebtedness now
secured thereby, this Supplement being executed and delivered to confirm and
assure the foregoing;

         NOW, THEREFORE, for and in consideration of the foregoing premises, and
other good and valuable consideration, receipt whereof is hereby acknowledged,
the Mortgage shall be and hereby is supplemented and amended as follows, to wit:

         To secure (i) the payment of all principal and interest, and premium,
if any, on the Replacement Note as and when the same becomes due and payable
(whether by lapse of time, acceleration or otherwise, (ii) the payment of all
fees and other sums owing under the Credit Agreement, and all other
indebtedness, obligations and liabilities which this Mortgage secures pursuant
to any of its terms and (iii) the observance and performance of all covenants
and agreements contained herein, in the Credit Agreement, in the Replacement
Note and in any other instrument or document at any time evidencing or securing
any of the foregoing or setting forth terms and conditions applicable thereto
(all of such indebtedness, obligations and liabilities referred to in clauses
(i), (ii) and (iii) above being hereinafter referred to as the "Mortgagor's
Liabilities"), Mortgagor does hereby grant, bargain, sell, convey, mortgage,
warrant, assign, and 


                                       2
<PAGE>   11
pledge unto Mortgagee, and its successors and assigns, and grant to Mortgagee,
and its successors and assigns, a security interest in, all and singular that
certain real estate lying and being in Marion County in the State of Indiana
described on Exhibit A attached hereto and made a part hereof, together with all
of the properties, rights, interests and privileges described in Section 2.1 of
the Mortgage, each and all of such grants and conveyances being hereby
incorporated by reference herein with the same force and effect as though set
forth herein in their entirety. The foregoing grant of a lien is in addition to
and supplemental of and not in substitution for the grant of the lien created
and provided for by the Mortgage, and nothing herein contained shall affect or
impair the lien or priority of the Mortgage as to the indebtedness which would
be secured thereby prior to giving effect to this Supplement.

         In order to induce Mortgagee to accept the Replacement Note in
substitution of the Existing Note, to enter into the Amendment, and to accept
this Supplement, Mortgagor hereby further covenants and agrees with, and
represents and warrants to, Mortgagee as follows:

         1. Mortgagor hereby represents and warrants to Mortgagee that as of the
date hereof each of the representations and warranties set forth in the Mortgage
as supplemented hereby are true and correct and that no Event of Default (as
such term is defined in the Mortgage), or any other event which with the lapse
of time or the giving of notice, or both, would constitute such an Event of
Default, has occurred and is continuing or shall result after giving effect to
this Supplement. Mortgagor hereby repeats and reaffirms all covenants and
agreements contained in the Mortgage, each and all of which shall be applicable
to all of the indebtedness secured by the Mortgage as supplemented hereby. The
Mortgagor repeats and reaffirms its covenant that all the indebtedness secured
by the Mortgage as supplemented hereby will be promptly paid as and when the
same becomes due and payable.

         2. All capitalized terms used herein without definition shall have the
same meanings herein as they have in the Mortgage. The definitions provided
herein of any capitalized terms shall apply to such capitalized terms as the
same appear in the Mortgage as supplemented hereby, all to the end that any
capitalized terms defined herein and used in the Mortgage as supplemented hereby
shall have the same meanings in the Mortgage as supplemented hereby as are given
to such capitalized terms herein. Without limiting the foregoing, all references
in the Mortgage to the term "Mortgagor's Liabilities" shall be deemed references
to all the indebtedness, obligations and liabilities secured by the Mortgage as
supplemented hereby; all references in the Mortgage to the term "Note" shall be
deemed a reference to the Replacement Note; and all references in the Mortgage
to the Credit Agreement shall be deemed references to the Credit Agreement as
amended to date and as amended by the Amendment and as the same may from time to
time hereafter be further amended, modified or restated.

         3. All of the provisions, stipulations, powers and covenants contained
in the Mortgage shall stand and remain unchanged and in full force and effect
except to the extent specifically modified hereby and shall be applicable to all
of the indebtedness, obligations and liabilities secured by the Mortgage as
supplemented hereby.

         4. Mortgagor acknowledges and agrees that the Mortgage as supplemented
hereby is and shall remain in full force and effect, and that the Mortgaged
Premises are and shall remain subject to the lien and security interest granted
and provided for by the Mortgage for the 

                                       3


<PAGE>   12



benefit and security of all the Mortgagor's Liabilities, including without
limitation the loan made by Mortgagee to Mortgagor under the Credit Agreement
which loan shall hereafter be evidenced by the Replacement Note. Without
limiting the foregoing, Mortgagor hereby agrees that, notwithstanding the
execution and delivery hereof, (i) all rights and remedies of Mortgagee under
the Mortgage, (ii) all obligations of Mortgagor thereunder and (iii) the lien
and security interest granted and provided for thereby are and as amended hereby
shall remain in full force and effect for the benefit and security of all the
Mortgagor's Liabilities, it being specifically understood and agreed that this
Supplement shall constitute and be, among other things, an acknowledgement and
continuation of the rights, remedies, lien and security interest in favor of
Mortgagee, and of the Mortgagor's Obligations of Mortgagor to Mortgagee, which
exist under the Mortgage as supplemented hereby.

         5. This Supplement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of which
when so executed shall be an original but all of which to constitute one and the
same instrument.

         6. No reference to this Supplement need be made in any note, instrument
or other document making reference to the Mortgage, any reference to the
Mortgage in any of such to be deemed to be a reference to the Mortgage as
supplemented hereby. This instrument shall be construed and governed by and in
accordance with the laws of the State of Illinois.

         7. Wherever herein any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party;
and all the covenants, promises and agreements by or on behalf of Mortgagor, or
by or on behalf of Mortgagee, or by or on behalf of the holder or holders of the
Mortgagor's Liabilities contained in the Mortgage as supplemented hereby shall
bind and inure to the benefit of the respective successors and assigns of such
parties, whether so expressed or not.


      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]



                                       4


<PAGE>   13
        IN WITNESS WHEREOF, Mortgagor and Mortgagee have caused these presents
to be duly executed the day and year first above written.


                          MORTGAGOR:


                          PAUL HARRIS STORES, INC., an Indiana corporation


                          By: /s/ Thomas McCain
                             ----------------------------------------------
                          Name:   Thomas McCain
                          Its:    Chief Financial Officer

                          MORTGAGEE:


                          LASALLE NATIONAL BANK, a national banking association


                          By: /s/ Ann Ellingsen
                             ----------------------------------------------
                          Name:  Ann H. Ellingsen
                          Its:  VP



                                       5
<PAGE>   14



STATE OF  Indiana          )
                           )       SS.
COUNTY OF Marion           )


         I, Lara C. Schmutte , a Notary Public in and for said County, in the
State aforesaid, do hereby certify that on February 8 , 1999, Thomas McCain,
personally known to me to be the chief financial officer of PAUL HARRIS STORES,
INC., an Indiana corporation, and personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument
on behalf of the aforesaid corporation, pursuant to due power and authority
conferred by its Board of Directors, as his free and voluntary act and as the
free and voluntary act of said corporation.

         GIVEN under my hand and Notarial Seal this 8 day of February    , 1999.
                                                   ---       ------------

                                          /s/ Lara C Schmutte                 
                                          -------------------------------------
                                          Notary Public
My commission expires:

      04/13/2008  
----------------------



                                       6





<PAGE>   15



STATE OF Illinois          )
                           )       SS.
COUNTY OF Cook             )


         I, Linda R Perez , a Notary Public in and for said County, in the State
aforesaid, do hereby certify that on _______________ ___, 1999, Ann H.
Ellingsen, personally known to me to be the Vice President of LASALLE NATIONAL 
BANK, a national banking association, and personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that he signed and delivered the said
instrument on behalf of the aforesaid national banking association, pursuant to
due power and authority conferred by its Board of Directors, as her free and
voluntary act and as the free and voluntary act of said national banking
association.

         GIVEN under my hand and Notarial Seal this  9  day of February        ,
                                                    ---        -----------------
1999.
                                                     

                                                     /s/ Linda R Perez          
                                                     ---------------------------
                                                         Notary Public
My commission expires:

     03/03/99         
----------------------




                                       7




<PAGE>   16
                                    EXHIBIT A

                                LEGAL DESCRIPTION

Exhibit A "Parcel 1:..." and "Parcel 2:..." from First Modification of Secured
Credit Agreement, Notes, Mortgage and Other Loan Documents dated as of October
31, 1994 by and between Paul Harris Stores, Inc. and LaSalle National Bank.
Incorporated by reference, filed as Exhibit (4)(e) from Form 10-K for the fiscal
year ended January 28, 1995.

Exhibit A "Also described as:..." from Third Modification of Secured Credit
Agreement, Notes, Mortgage and Other Loan Documents dated as of September 28,
1995 by and between Paul Harris Stores, Inc. and LaSalle National Bank.
Incorporated by reference, filed as Exhibit (4)(g) from Form 10-Q for the fiscal
quarter ended October 28, 1995.







-------------------------------

THIS DOCUMENT WAS PREPARED                  ADDRESS:
BY AND AFTER RECORDING                      6003 Guion Road
SHOULD BE RETURNED TO:                      Indianapolis, IN  46254

R. Gibson Masters, Esq.                     PARCEL IDENT. NOS.:
Katten Muchin & Zavis
525 West Monroe Street                      600-6003252
Suite 1600                                  600-6003368
Chicago, Illinois  60661-3693         600-6003107



                                       8