<PAGE>
                                                                   Exhibit 10(a)

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This First Amendment to Loan and Security Agreement (the "FIRST
AMENDMENT") is made as of this 7th day of October, 2003 by and among

                  National City Commercial Finance, Inc., an Ohio corporation
         with offices at 1965 E. Sixth Street, Cleveland, Ohio 44114, as
         administrative agent (in such capacity, herein the "ADMINISTRATIVE
         AGENT"), for the ratable benefit of the "REVOLVING CREDIT LENDERS", who
         are, at present, those financial institutions identified on the
         signature pages of this First Amendment and who in the future are those
         Persons (if any) who become "Revolving Credit Lenders" in accordance
         with the provisions of the Loan Agreement (as defined below);

                  National City Commercial Finance, Inc., and Fleet Retail
         Finance Inc., a Delaware corporation with offices at 40 Broad Street,
         Boston, Massachusetts 02109, as collateral agents (collectively, in
         such capacity, herein the "COLLATERAL AGENTS"), for the ratable benefit
         of the Revolving Credit Lenders,

                  and

                  National City Bank, as L/C Issuer (the "ISSUER");

                  and

                  The Revolving Credit Lenders;

                  and

                  Value City Department Stores, Inc. (in such capacity, the
         "LEAD BORROWER"), an Ohio corporation with its principal executive
         offices at 3241 Westerville Road, Columbus, Ohio 43224-3751, as agent
         for the following (individually, a "BORROWER" and collectively, the
         "BORROWERS"):

                  Said Value City Department Stores, Inc. ("Value City"); and

                  Shonac Corporation ("SHONAC"), an Ohio corporation with its
                  principal executive offices at 4150 East Fifth Avenue,
                  Columbus, Ohio 43219;

                  DSW Shoe Warehouse, Inc. ("DSW"), a Missouri corporation with
                  its principal executive offices at 4150 East Fifth Avenue,
                  Columbus, Ohio 43219; and

                  Gramex Retail Stores, Inc. ("GRAMEX"), a Delaware corporation
                  with its principal executive offices at 3241 Westerville Road,
                  Columbus, Ohio 43224; and


                                       1
<PAGE>


                  Filene's Basement, Inc. ("FILENE'S"), a Delaware corporation
                  with its principal executive offices at 3241 Westerville Road,
                  Columbus, Ohio 43224-3751; and

                  Value City Limited Partnership ("VCLP"), an Ohio limited
                  partnership with its principal executive offices at 3241
                  Westerville Road, Columbus, Ohio 43224-3751; and

                  Value City of Michigan, Inc. ("VC MICHIGAN"), a Michigan
                  corporation with its principal executive offices at 36901
                  Warren Road, Westland, Michigan 48185;

                  GB Retailers, Inc. ("GBR"), a Delaware corporation with its
                  principal executive offices at 3241 Westerville Road,
                  Columbus, Ohio 43224; and

                  Retail Ventures Jewelry, Inc. ("JEWELRY"), an Ohio corporation
                  with its principal executive offices at 3241 Westerville Road,
                  Columbus, Ohio 43224;

in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,

                              W I T N E S S E T H:

         A.       Reference is hereby made to that certain Loan and Security
                  Agreement dated as of June 11, 2002 (as such may be amended,
                  modified, supplemented or restated hereafter, the "LOAN
                  AGREEMENT") among (i) the Lead Borrower, (ii) the Borrowers
                  (other than Jewelry), (iii) the Revolving Credit Lenders, (iv)
                  National City Commercial Finance, Inc., as Administrative
                  Agent for the Revolving Credit Lenders and as SwingLine
                  Lender, (v) National City Commercial Finance, Inc. and Fleet
                  Retail Finance Inc., as Collateral Agents for the Revolving
                  Credit Lenders, and (vi) National City Bank, as Issuer;

         B.       The Borrowers have advised the Administrative Agent that a
                  corporate reorganization (the "REORGANIZATION"), as more
                  particularly described on EXHIBIT 4.20 hereto, has been
                  approved by the shareholders and directors of the Lead
                  Borrower and has been implemented subject to the consent of
                  the Revolving Credit Lenders.

         C.       The Borrowers have requested that the Revolving Credit Lenders
                  consent to the Reorganization and modify and amend certain
                  provisions of the Loan Agreement, as provided herein.

         Accordingly, the parties hereto agree as follows:

         1.       Definitions. Capitalized terms used herein and not otherwise
                  defined herein shall have the meanings assigned to such terms
                  in the Loan Agreement.

                                       2
<PAGE>


         2.       Amendments to Article 1 of Loan Agreement. The provisions of
                  Article 1 of the Loan Agreement are hereby revised as follows:

                  a.       The definition of "CCM Term Loan Facilities" is
                           hereby deleted in its entirety and the following
                           substituted in its stead:

                           "CCM Term Loan Facilities": The term loan facilities
                           entered into amongst the Borrowers and CCM, as agent,
                           pursuant to a Financing Agreement dated June 11,
                           2002, in the aggregate principal amount of
                           $100,000,000.00, as amended on October 7, 2003.

                  b.       The definition of "Change in Control" is hereby
                           revised:

                           i.       by the deletion of the words "Lead Borrower"
                                    in clauses (a) and (c) and its replacement
                                    with the word "Parent."

                           ii.      By the addition of the words "(other than by
                                    (x) a Person Controlled by Schottenstein
                                    Stores Corporation, or (y) one or more
                                    Family Trusts)" after the word "Person" in
                                    the second line of clause (a).

                           iii.     by the deletion of clause (b) in its
                                    entirety and the substitution of the
                                    following in its stead:

                                    (b) Other than as a result of the exercise
                                    by CCM of board representation rights under
                                    the Senior Convertible Facility, more than
                                    thirty percent (30%) of the Persons who were
                                    directors of the Parent on the first day of
                                    any period consisting of twelve (12)
                                    consecutive calendar months (the first of
                                    which twelve (12) month periods commencing
                                    with the first day of August, 2003), cease
                                    to be directors of the Parent for any
                                    reason, other than death, disability, or
                                    replacement (in the ordinary course of
                                    business and not as a result of any change
                                    in the equity ownership of the Parent) by
                                    other Persons nominated by the nominating
                                    committee of the board of directors of the
                                    Parent.

                           iv.      by the deletion of clause (d) in its
                                    entirety and the substitution of the
                                    following in its stead:

                                    (d) The failure of Schottenstein Stores
                                    Corporation or one or more Family Trusts to
                                    possess, directly or indirectly, the power
                                    to cause the direction of the management and
                                    policies of the Parent and the Borrowers.


                                       3
<PAGE>
                  c.       The definition of "Consolidated" is hereby amended by
                           deleting the words "the Borrowers and any
                           Subsidiaries" at the end thereof and substituting the
                           words "the Parent and its Subsidiaries" in their
                           stead.

                  d.       The definition of "Facility Guarantors" is hereby
                           deleted in its entirety and the following substituted
                           in its stead:

                           "Facility Guarantors": The Parent, each Borrower, and
                           all other Subsidiaries of the Parent now existing or
                           hereafter created, other than Unrestricted
                           Subsidiaries.

                  e.       The definition of "Indebtedness" is hereby revised by
                           the deletion of "Borrowers" in the third line before
                           the words "as liabilities" and its replacement with
                           "Parent."

                  f.       The definition of "Material Accounting Change" is
                           hereby revised by the deletion of the reference (i)
                           to "Borrowers'" in the second and fourth lines
                           thereof and its replacement with "Parent's", and (ii)
                           to "Borrowers" in the sixth line thereof and its
                           replacement with "Parent and its Subsidiaries."

                  g.       The definition of "Permitted Acquisition" is hereby
                           amended as follows:

                           i.       by deleting the words "the Borrowers" in
                                    clause (i) of the definition and
                                    substituting the words "the Parent and its
                                    Subsidiaries" in its stead.

                           ii.      by adding the words "the Parent and/or"
                                    immediately before the words "the Borrowers"
                                    in the fourth line of clause (ii)(c) of such
                                    definition.

                           iii.     by adding the words "the Parent or"
                                    immediately before the words "a Borrower" in
                                    the third line of clause (ii)(d) of such
                                    definition.

                           iv.      by deleting the words "the Borrower" and
                                    adding the words "the Parent or a Borrower"
                                    in the second line of clause (ii)(g) of such
                                    definition.

                           v.       by deleting "$15,000,000" and substituting
                                    "$20,000,000" at the end of clause (ii)(h)
                                    of such definition.

                  h.       The definition of "Permitted Disposition" is hereby
                           amended by deleting the words "a Borrower" in clause
                           (e) thereof and substituting the words "the Parent"
                           in their stead.

                                       4
<PAGE>
                  i.       The definition of "Permitted Indebtedness" is hereby
                           amended as follows:

                           i.       by adding the following at the end of the
                                    proviso to clause (c) of such definition
                                    (immediately before the semicolon):

                                    for all Loan Parties and, with respect to
                                    the Parent only, shall not exceed $5,000,000
                                    in the aggregate outstanding at any time.

                           ii.      by adding the following at the end of the
                                    proviso to clause (d) of such definition
                                    (immediately before the period):

                                    for all Loan Parties and, with respect to
                                    the Parent only, shall not exceed $5,000,000
                                    in the aggregate principal amount
                                    outstanding at any time.

                           iii.     by the deletion of clause (i) and its
                                    replacement with the following:

                                    "(i) Intercompany indebtedness between and
                                    among the Loan Parties (other than the
                                    Parent) pursuant to loans and advances
                                    permitted in accordance with Subsection
                                    4.21(f), below, and intercompany
                                    Indebtedness due to the Parent by any other
                                    Loan Party to the extent permitted
                                    hereunder."

                           iv.      by the addition of the following clause (n):

                                    "(n) Indebtedness owed by the Parent to any
                                    of the other Loan Parties in an amount not
                                    to exceed $5,000,000 (less amounts paid
                                    under Section 4.20(a) hereof) in the
                                    aggregate at any time outstanding"

                  j.       The definition of "Permitted Investments" is hereby
                           amended

                           i.       by adding the words "the Parent or" before
                                    the words "a Borrower" in the fifth and
                                    sixth lines of clause (m) of such
                                    definition, and

                           ii.      By adding the following at the end of such
                                    definition:

                                    provided that, except for Excluded Property
                                    and loans to officers and directors, all
                                    such Permitted Investments are subject to a
                                    perfected Encumbrance in favor of the
                                    Collateral Agents.

                  k.       The definition of "Senior Convertible Facility" is
                           hereby deleted in its entirety and the following
                           substituted in its stead:

                                       5
<PAGE>

                           "Senior Convertible Facility": The credit facility
                           set forth in the Senior Subordinated Convertible Loan
                           Agreement dated as of March 15, 2000, amended from
                           time to time prior to the Closing Date and as amended
                           and restated June 11, 2002, in the present principal
                           amount of $75,000,000.00, and as further amended on
                           October 7, 2003.

                  l.       The definition of "Specified Event of Default" is
                           hereby amended by the deletion of Subsection (d) and
                           its replacement with the following:

                           "(d)     Section 10.5 (with respect to a breach of
                                    Sections 4.6, 4.29, and 4.32 only)."

                  m.       The definition of "Term Loan Senior Collateral" is
                           hereby amended by replacing the word "Borrowers" with
                           "Loan Parties".

                  n.       The definition of "VCM" is hereby deleted in its
                           entirety.

                  o.       The definition of Value City Entities is hereby
                           amended by deleting the word "VCM" and substituting
                           the word "Jewelry" in its stead.

                  p.       The following definitions are hereby added to Article
                           1 in appropriate alphabetical order:

                           "FAMILY TRUST": One or more trusts established for
                           the benefit of any of Jay L. Schottenstein, Susan S.
                           Diamond, Ann S. Deshe, Lori Schottenstein, Geraldine
                           Schottenstein, any of their respective spouses,
                           children or lineal descendants, or any Person
                           Controlled by any such trust or trusts.

                           "JEWELRY": Retail Ventures Jewelry, Inc., an Ohio
                           corporation.

                           "PARENT": Retail Ventures, Inc., an Ohio corporation.

                           "REORGANIZATION": The corporate reorganization of the
                           Borrowers and their Affiliates, as more particularly
                           described on EXHIBIT 4.20 hereto,

         3.       Amendment to Article 2 of Loan Agreement. The provisions of
                  Article 2 of the Loan Agreement are hereby amended by adding
                  the following new sentence at the end of Sections 2.4, 2.5(d),
                  and 2.18(a):

                           Notwithstanding anything to the contrary contained in
                           this Agreement, L/C's and Bankers Acceptances issued
                           for the account of the Parent shall be limited to
                           those L/Cs required to support the workman's
                           compensation obligations of the Parent and its
                           Subsidiaries and for no other purpose.


                                       6
<PAGE>

         4.       Amendments to Article 4 of Loan Agreement. The provisions of
                  Article 4 of the Loan Agreement are hereby amended as follows:

                  a.       Section 4.9 of the Loan Agreement is hereby amended
                           by adding the following after the third sentence
                           thereof:

                           Without limiting the foregoing, no default or
                           violation shall arise under any such license or
                           agreement solely as a result of the assignment and
                           transfer of such license or agreement in connection
                           with the Reorganization.

                  b.       Section 4.10 of the Loan Agreement is hereby amended
                           by adding the following after the fourth sentence
                           thereof:

                           Without limiting the foregoing, no default or
                           violation shall arise under any Lease solely as a
                           result of the assignment and transfer of such Lease
                           in connection with the Reorganization.

                  c.       Section 4.13(d) of the Loan Agreement is hereby
                           amended by adding a new clause (vi) as follows:

                           (vi) Transfers of assets and subleases of real estate
                           among the Loan Parties reasonably necessary to
                           consummate the Reorganization.

                  d.       Section 4.20(a) of the Loan Agreement is hereby
                           amended by adding the following at the end thereof:

                           Notwithstanding anything to the contrary contained
                           herein, dividends (other than dividends payable
                           solely in the capital stock of another Loan Party and
                           dividends contemplated by the Reorganization) shall
                           only be payable to the Parent by any other Loan Party
                           to the extent not otherwise in violation of the Loan
                           Documents and in any event in an amount not to exceed
                           $5,000,000 (less loans and advances to the Parent
                           made under clause (n) of the definition of Permitted
                           Indebtedness) in the aggregate after the date hereof.

                  e.       Section 4.20(d) of the Loan Agreement is hereby
                           amended by adding the following at the end thereof:

                           (iv)     The transactions contemplated by the
                                    Reorganization.

                           Notwithstanding the foregoing, the Parent may not
                           merge or consolidate or be merged or consolidated
                           with or into any other Person without the prior
                           written consent of the Administrative Agent.



                                       7
<PAGE>

                           f.       Section 4.20(h) of the Loan Agreement is
                                    hereby amended by adding the words ", the
                                    Reorganization" after the words "a Permitted
                                    Acquisition."

                           g.       Section 4.21(f) of the Loan Agreement is
                                    hereby amended and restated in its entirety
                                    to read as follows:

                           (f) Intercompany loans and advances (i) existing on
                           the date hereof and described on EXHIBIT 4.21(F)
                           hereof, (ii) hereafter made amongst any Loan Parties
                           within the same Division, (iii) hereafter made by any
                           Borrower to any other Borrower, (iv) hereafter made
                           by any Loan Party to any of its wholly owned
                           Subsidiaries which are also Loan Parties; and (v)
                           hereafter made to the Parent by any other Loan Party
                           to the extent any of the same constitutes Permitted
                           Indebtedness under clause (n) of the definition of
                           Permitted Indebtedness or to any Loan Party by the
                           Parent, provided that (x) such Intercompany Loans
                           shall be evidenced by such documentation as the
                           Collateral Agents may require, and (y) after the
                           occurrence of a Cash Control Event, no such
                           intercompany loans may be made under clause (iii)
                           hereof unless there is no VC Availability, DSW
                           Availability, or Filene's Availability, as
                           applicable, immediately prior to the making of such
                           loan to the Division to whom such loan is being made.

                           h.       Section 4.29 of the Loan Agreement is hereby
                                    amended by replacing the word "Borrowers"
                                    with "Loan Parties" in Subsection
                                    4.29(a)(ii)(B)(II) and Subsection 4.29(b).

                           i.       Article 4 of the Loan Agreement is hereby
                                    amended by the addition of the following
                                    Section 4.32 at the end thereof:

                                    4.32     PARENT'S LINE OF BUSINESS. The
                                             Parent shall not engage in any
                                             business, and shall not own any
                                             property or assets, other than
                                             acquiring and owning (a) the
                                             capital stock of any other Loan
                                             Party or the Unrestricted
                                             Subsidiaries, and (b) any
                                             investments permitted to be made by
                                             the Parent hereunder, and (c)
                                             otherwise incidental to the
                                             operation of the business of a
                                             holding company.

         5.       Amendments to Article 6 of Loan Agreement. The provisions of
                  Section 6.1(a)(v) are hereby deleted in their entirety and the
                  following substituted in their stead:

                  (v)  Sales other than in connection with Permitted
                       Dispositions.

         6.       Amendments to Article 10 of Loan Agreement. The provisions of
                  Section 10.3 of the Loan Agreement are hereby amended by
                  adding "Section 4.32: Parent's Line of Business" thereto.

                                       8
<PAGE>

         7.       Amendments to Exhibits to Loan Agreement. The Exhibits to the
                  Loan Agreement are revised as follows:

                  a.       Exhibit 1.2 [Facility Guarantors] is hereby deleted
                           in its entirety.

                  b.       Exhibit 1.5 [Unrestricted Subsidiaries] is hereby
                           amended and restated in its entirety in the form of
                           Exhibit 1.5 attached hereto and incorporated by
                           reference herein.

                  c.       Exhibit 4.2 [Corporate Information] is hereby amended
                           and restated in its entirety in the form of Exhibit
                           4.2 attached hereto and incorporated by reference
                           herein.

                  d.       Exhibit 4.3 [Trade Names] is hereby amended and
                           restated in its entirety in the form of Exhibit 4.3
                           attached hereto and incorporated by reference herein.

         8.       Representations and Warranties. The Loan Parties hereby
                  restate all representations, warranties, and covenants set
                  forth in the Loan Agreement as of the date hereof. To the
                  extent that any changes in any representations, warranties,
                  and covenants require any amendments to the Exhibits to the
                  Loan Agreement, such Exhibits are amended and restated, as
                  evidenced by any replacement Exhibits annexed to this First
                  Amendment.

         9.       Conditions Precedent to Effectiveness. This First Amendment
                  shall not be effective until each of the following conditions
                  precedent have been fulfilled to the satisfaction of the
                  Administrative Agent:

                  a.       This First Amendment shall have been duly executed
                           and delivered by the Majority Lenders and the other
                           parties hereto, and shall be in full force and effect
                           and shall be in form and substance satisfactory to
                           the Administrative Agent and the Majority Lenders.

                  b.       All action on the part of the Loan Parties necessary
                           for the valid execution, delivery and performance by
                           the Loan Parties of this First Amendment and all
                           other documentation, instruments, and agreements to
                           be executed in connection herewith shall have been
                           duly and effectively taken and evidence thereof
                           satisfactory to the Administrative Agent shall have
                           been provided to the Administrative Agent.

                  c.       The Parent and each other Loan Party (to the extent
                           requested by the Administrative Agent) shall each
                           have delivered the following to the Administrative
                           Agent, in form and substance satisfactory to the
                           Administrative Agent:

                                       9
<PAGE>

                           i.       Certificate of Good Standing issued by the
                                    Secretary of the State of its incorporation
                                    or organization.

                           ii.      Certificate of the Parent's and such Loan
                                    Party's Secretary of the due adoption,
                                    continued effectiveness, and setting forth
                                    the text of each corporate resolution
                                    adopted in connection with the loan
                                    arrangement, as modified by the First
                                    Amendment and the Reorganization and
                                    attesting to the true signatures of each
                                    Person authorized as a signatory to any of
                                    the Loan Documents.

                           iii.     Execution and delivery by each Loan Party,
                                    other than the Parent (to the extent
                                    requested by the Administrative Agent) of
                                    the following Loan Documents:

                                    (1)      Such Intercompany Notes as the
                                             Administrative Agent may reasonably
                                             require;
                                    (2)      Joinder to Indemnity, Subrogation
                                             and Contribution Agreement;
                                    (3)      First Amendment to Stock Pledge
                                             Agreement;
                                    (4)      Joinder to Trademark Security
                                             Agreement
                                    (5)      Joinder to Copyright Security
                                             Agreement
                                    (6)      Joinder to Patent Security
                                             Agreement
                                    (7)      Such Collection Account Agreements,
                                             Credit Card Agreements, and DDA
                                             Notifications as the Collateral
                                             Agents may reasonably require.
                                    (8)      UCC financing statements.
                                    (9)      Joinder to Intercreditor Agreement.
                                    (10)     Joinder to Fee Letter.
                                    (11)     Such other documents and agreements
                                             as the Agents may reasonably
                                             require.

                           iv.      Execution and delivery by the Parent of the
                                    following Loan Documents:

                                    (1)      Joinder to Facility Guaranty
                                    (2)      Stock Pledge Agreement
                                    (3)      Joinder to Facility Guarantors
                                             Security Agreement

                           v.       Execution and delivery by the Borrowers of
                                    the following Loan Documents:

                                    (1)      Amended and Restated Swingline
                                             Note.
                                    (2)      Amended and Restated Revolving
                                             Credit Notes.

                                       10
<PAGE>

                           vi.      Opinion of counsel to the Parent and the
                                    other Loan Parties.

                  a.       Execution and delivery of all documents, instruments
                           and agreements in connection with the Term Loans,
                           including, without limitation, an Amendment to
                           Intercreditor Agreement, as may be deemed necessary
                           by the Administrative Agent in connection with the
                           matters contemplated by this First Amendment.

                  b.       The Reorganization shall be finalized to the
                           satisfaction of the Administrative Agent.

                  c.       All fees due under the Loan Agreement, including,
                           without limitation, those due under a certain
                           Amendment Fee Letter of even date herewith, and all
                           costs and expenses incurred by the Agent and the
                           Co-Lead Arrangers in connection with the preparation
                           and negotiation of this First Amendment and related
                           documents (including the fees and expenses of counsel
                           to the Agent and the Co-Lead Arrangers) shall have
                           been paid in full.

                  d.       No Default or Event of Default shall be then
                           occurring.

                  e.       The Loan Parties shall have executed and delivered to
                           the Administrative Agent such other documents,
                           instruments, and agreements as may be required by the
                           Administrative Agent.

         10.      Consent to Reorganization. Upon satisfaction of all conditions
                  precedent to the effectiveness of this First Amendment,
                  consent to the Reorganization shall be deemed to have been
                  given by the Revolving Credit Lenders.

         11.      Miscellaneous.

                  a.       This First Amendment may be executed in several
                           counterparts and by each party on a separate
                           counterpart, each of which when so executed and
                           delivered shall be an original, and all of which
                           together shall constitute one instrument. a.

                  b.       This First Amendment expresses the entire
                           understanding of the parties with respect to the
                           transactions contemplated hereby. No prior
                           negotiations or discussions shall limit, modify, or
                           otherwise affect the provisions hereof.

                  c.       Any determination that any provision of this First
                           Amendment or any application hereof is invalid,
                           illegal or unenforceable in any respect and in any
                           instance shall not effect the validity, legality, or
                           enforceability of such


                                       11
<PAGE>
                           provision in any other instance, or the validity,
                           legality or enforceability of any other provisions of
                           this First Amendment.

                  d.       The Loan Parties shall pay on demand all costs and
                           expenses of the Agents, including, without
                           limitation, reasonable attorneys' fees in connection
                           with the preparation, negotiation, execution and
                           delivery of this First Amendment.


                            [SIGNATURE PAGES FOLLOW]


                                       12
<PAGE>
         IN WITNESS WHEREOF, the parties have duly executed this First Amendment
as of the day and year first above written.

PARENT:                              RETAIL VENTURES, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


BORROWERS:                           VALUE CITY DEPARTMENT STORES, INC.


                                     By: :  /s/ James A. McGrady
                                          ----------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer

                                     SHONAC CORPORATION


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     DSW SHOE WAREHOUSE, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     GRAMEX RETAIL STORES, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer



                                       13
<PAGE>
                                     FILENE'S BASEMENT, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     VALUE CITY LIMITED PARTNERSHIP

                                     By: Westerville Road GP, Inc., its Gene


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     VALUE CITY OF MICHIGAN, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     GB RETAILERS, INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer


                                     RETAIL VENTURES JEWELRY,  INC.


                                     By:  /s/ James A. McGrady
                                        ------------------------------------
                                     Name: James A. McGrady
                                     Title: Chief Financial Officer



                                       14
<PAGE>

                             NATIONAL CITY COMMERCIAL FINANCE,
                             INC.  (ADMINISTRATIVE AGENT, COLLATERAL
                             AGENT AND REVOLVING CREDIT LENDER)

                             By: /s/ James Ritchie
                                ---------------------------------
                             Name:   James Ritchie
                             Title:  Vice President


                             NATIONAL CITY BANK
                             (ISSUER)

                             By: /s/ James Ritchie
                                ----------------------------------
                             Name:   James Ritchie
                             Title:  Vice President


                             FLEET RETAIL FINANCE INC.
                             (COLLATERAL AGENT AND REVOLVING CREDIT
                             LENDER)

                             By: /s/ James R. Dore
                                ----------------------------------
                             Name:   James R. Dore
                             Title:  Managing Director


                             WELLS FARGO RETAIL FINANCE LLC

                             By: /s/ Francis D. O'Connor
                                ----------------------------------
                             Name:   Francis D. O'Connor
                             Title:  Senior Vice President

                             THE CIT GROUP/BUSINESS CREDIT, INC.

                             By: /s/ Mike Richman
                                ----------------------------------
                             Name:   Mike Richman
                             Title:  Vice President

<PAGE>

                             AMSOUTH BANK

                             By: /s/ Kathleen F. D'Angelo
                                --------------------------------
                             Name:   Kathleen F. D'Angelo
                             Title:  Attorney-In-Fact

                             GENERAL ELECTRIC CAPITAL CORPORATION

                             By: /s/ Stephen M. Metivier
                                --------------------------------
                             Name:   Stephen M. Metivier
                             Title:  Duly Authorized Signatory

                             HSBC BUSINESS CREDIT (USA), INC.

                             By: /s/ Jimmy Schwartz
                                --------------------------------
                             Name:   Jimmy Schwartz
                             Title:  Vice President

                             WHITEHALL BUSINESS CREDIT CORPORATION

                             By: /s/ Brian Kennedy
                                --------------------------------
                             Name:   Brian Kennedy
                             Title:  Vice President

                             LASALLE BANK NATIONAL ASSOCIATION

                             By: /s/ Sara A. Huizinga
                                --------------------------------
                             Name:   Sara A. Huizinga
                             Title:  Commercial Banking Officer

<PAGE>

                             PNC BANK, National Association

                             By: /s/ Richard F. Muse, Jr.
                                ---------------------------------
                             Name:   Richard F. Muse, Jr.
                             Title:  Vice President

                             THE PROVIDENT BANK

                             By: /s/ Marshall Stuart
                                ---------------------------------
                             Name:   Marshall Stuart
                             Title:  Vice President

                             SIEMENS FINANCIAL SERVICES, INC.

                             By: /s/ Michael Coiley
                                ---------------------------------
                             Name:   Michael Coiley
                             Title:  Senior Vice President