<PAGE>   1
                                                                  EXHIBIT NO. 10








                                 AMENDMENT NO. 1
                                       TO
                                CREDIT AGREEMENT


         This Amendment No. 1 to Credit Agreement (this "Amendment"), made as of
the 2nd day of June, 1997, among FABRI-CENTERS OF AMERICA, INC., an Ohio
corporation (herein the "Borrower"), the Banks (as hereinafter defined) and
KEYBANK NATIONAL ASSOCIATION (as successor by merger to Society National Bank),
as agent for the Banks (in such capacity, the "Agent") and KeyBank National
Association, as Letter of Credit Bank (the "Letter of Credit Bank"),

                                   WITNESSETH:
                                   -----------

         WHEREAS, the Borrower has been extended certain financial
accommodations pursuant to that certain Credit Agreement, dated as of September
30, 1994, among the Borrower, the financial institutions which are a party
thereto (the "Banks"), the Agent and the Letter of Credit Bank;

         WHEREAS, the Borrower, the Banks, the Agent and the Letter of Credit
Bank desire to amend the Credit Agreement as set forth herein; and

         WHEREAS, the Banks which are the signatories hereto constitute all of
the Banks for the purposes of amending the Credit Agreement pursuant to Section
14.1 thereof,

         NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrower, the Banks, the Agent
and the Letter of Credit Bank do hereby agree as follows:

                            SECTION 1. DEFINED TERMS.
                            -------------------------

         Each defined term used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement.




                                     Page 13

<PAGE>   2



                 SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT.
                 ----------------------------------------------

         2.1 AMENDMENT TO SECTION 1.1. The following definitions found in
Section 1.1 shall each be amended in its entirety to read as follows:

     "APPLICABLE FEE PERCENTAGE" shall mean, on each day of any Fiscal Quarter,
with respect to any Facility Fee (as set forth in Section 3.4(a)), the annual
percentage indicated in the following table corresponding to the Borrower's
Consolidated Leverage Ratio as measured for the Fiscal Quarter immediately
preceding and ending on the applicable Fee Determination Date and the Borrower's
Consolidated Fixed Charge Coverage Ratio as measured for a Four Fiscal Quarter
Period ending as of such Fee Determination Date:

<TABLE>
<CAPTION>

 Consolidated                                        Consolidated Fixed Charge Coverage Ratio
Leverage Ratio
===================================================================================================================================
                      greater than           greater than          greater than           greater than
                      or equal to            or equal to           or equal to            or equal to             
                      1.25 to 1.0            1.50 to 1.0           1.75 to 1.0            2.00 to 1.0              greater than     
                      but less than          but less than         but less than          but less than            or equal to      
                      1.50 to 1.0            1.75 to 1.0           2.00 to 1.0            2.25 to 1.0              2.25 to 1.0      

<S>                      <C>                    <C>                   <C>                    <C>                  <C>  
less than   
or equal to    
 .50 to 1.0                                                                                                     
but greater than
 .35 to 1.0              .375%                  .30%                  .20%                   .20%                 .20%

less than   
or equal to    
 .35 to 1.0
but greater than
 .25 to 1.0               .375%                  .30%                  .20%                   .20%                 .15%

less than   
or equal to    
 .25 to 1.0
but greater than
 .15 to 1.0               .30%                  .30%                  .20%                   .15%                 .15%

less than   
or equal to    
 .15 to 1.0
                         .30%                  .20%                  .15%                   .15%                 .10%
===================================================================================================================================
</TABLE>


                                      -2-
                                    Page 14

<PAGE>   3

     "APPLICABLE LOAN PERCENTAGE" shall mean, on each day of any Interest
Period, with respect to any LIBOR Loans comprising a Revolving Credit Borrowing
or any Fed Funds Rate Loans comprising a Revolving Credit Borrowing, as the case
may be, the percentage indicated in the following table corresponding to the
Borrower's Consolidated Leverage Ratio as measured for the Fiscal Quarter
immediately preceding and ending on the Determination Date applicable to such
Interest Period and the Borrower's Consolidated Fixed Charge Coverage Ratio as
measured for a Four Fiscal Quarter Period ending as of such Determination Date:
<TABLE>
<CAPTION>


    Consolidated                                         Consolidated Fixed Charge Coverage Ratio
   Leverage Ratio
===================================================================================================================================
                      greater than           greater than           greater than            greater than          greater than   
                      or equal to            or equal to            or equal to             or equal to           or equal to    
                      1.25 to 1.0            1.50 to 1.0            1.75 to 1.0             2.0 to 1.0            2.25 to 1.0
                      but less than          but less than          but less than           but less than 
                      1.50 to 1.0            1.75 to 1.0            2.0 to  1.0             2.25 to 1.0                

<S>                     <C>                    <C>                    <C>                    <C>                  <C>  
less than   
or equal to    
 .50 to 1.0
but greater than 
 .35 to 1.0              1.00%                  1.00%                  0.75%                  0.65%                0.45%

less than   
or equal to    
 .35 to 1.0
but greater than 
 .25 to 1.0              0.925%                  0.70%                 0.65%                  0.45%                0.35%

less than   
or equal to    
 .25 to 1.0
but greater than 
 .15 to 1.0              0.70%                   0.60%                 0.45%                  0.35%                 0.30%

less than   
or equal to    
 .15 to 1.0              0.60%                   0.50%                 0.35%                  0.30%                 0.25%
===================================================================================================================================
</TABLE>

     "BANKING DAY" means: (i) a day of the year on which banks are not required
     or authorized to close in Cleveland, Ohio and (ii) if the applicable
     Banking Day relates to LIBOR Loans, a day of the year which is a Banking
     Day described in clause (i) above and which is also a day on which dealings
     in Dollar deposits are carried on in the London interbank market and banks
     are open for business in London.

     "COMMITMENT PERIOD" shall mean the period from the date hereof to May 31,
     2001, as the same may be extended pursuant to Section 3.2(c) or reduced
     pursuant to Section 3.2(a).

     "EUROCURRENCY RESERVE PERCENTAGE" means, for any Interest Period in respect
     of any LIBOR Loan, as of any date of determination, the aggregate of the
     then stated maximum reserve percentages (including any marginal, special,
     emergency or supplemental reserves), expressed as a decimal, applicable to
     such Interest Period (if more than one such percentage is applicable, the
     daily average of such percentages for those days in such Interest Period
     during which any such percentage shall be so applicable) by the Board of
     Governors of the Federal Reserve System, any successor thereto, or any
     other banking authority, domestic or foreign, to which the Agent or any
     Bank may be subject in respect to eurocurrency funding (currently referred
     to as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve
     Board) or in respect of any other category of liabilities including
     deposits by reference to which the interest rate on LIBOR Loans is
     determined or any category of extension of credit or other assets that

                                      - 3 -


                                     Page 15

<PAGE>   4



     include the LIBOR Loans. For purposes hereof, such reserve requirements
     shall include, without limitation, those imposed under Regulation D of the
     Federal Reserve Board and the LIBOR Loans shall be deemed to constitute
     Eurocurrency Liabilities subject to such reserve requirements without
     benefit of credits for proration, exceptions or offsets which may be
     available from time to time to any Bank under said Regulation D.

     "LETTER OF CREDIT BANK" shall mean KeyBank National Association, its
     successors and assigns.

     "LIBOR" means, for any Interest Period with respect to a LIBOR Borrowing,
     the quotient (rounded upwards, if necessary, to the nearest one sixteenth
     of one percent (1/16th of 1%)) of: (x) the per annum rate of interest,
     determined by the Agent in accordance with its usual procedures (which
     determination shall be conclusive absent manifest error) as of
     approximately 11:00 a.m. (London time) two Banking Days prior to the
     beginning of such Interest Period pertaining to such LIBOR Loan, appearing
     on Page 3750 of the Telerate Service (or any successor or substitute page
     of such Service, or any successor to or substitute for such Service
     providing rate quotations comparable to those currently provided on such
     page of such Service, as determined by the Agent from time to time for
     purposes of providing quotations of interest rates applicable to Dollar
     deposits in the London interbank market) as the rate in the London
     interbank market for Dollar deposits in immediately available funds with a
     maturity comparable to such Interest Period DIVIDED BY (y) a number equal
     to 1.00 MINUS the Eurocurrency Reserve Percentage. In the event that such
     rate quotation is not available for any reason, then the rate (for purposes
     of clause (x) hereof) shall be the rate, determined by the Agent as of
     approximately 11:00 a.m. (London time) two Banking Days prior to the
     beginning of such Interest Period pertaining to such LIBOR Loan, to be the
     average (rounded upwards, if necessary, to the nearest one sixteenth of one
     percent (1/16th of 1%)) of the per annum rates at which Dollar deposits in
     immediately available funds in an amount comparable to KeyBank's Pro Rata
     Share of such LIBOR Borrowing and with a maturity comparable to such
     Interest Period are offered to prime banks by leading banks in the London
     interbank market. The LIBOR shall be adjusted automatically on and as of
     the effective date of any change in the Eurocurrency Reserve Percentage.

     "MAXIMUM AVAILABILITY AMOUNT" shall mean, during each Fiscal Year of the
     Borrower: (i) One Hundred Seventy-Five Million Dollars ($175,000,000)
     during the period from January 1 to and including April 30 and (ii) the
     Total Commitment Amount during the period from May 1 to and including
     December 31.

     "QUALIFYING FINANCIAL STANDARDS" shall mean, as at any date of
     determination, the condition that (a) the Borrower shall have delivered the
     financial statements required by Section 8.1(a) or 8.1(b), as the case may
     be, (b) the Borrower shall have delivered the certificate required to be
     delivered pursuant to Section 8.1(c)(ii) evidencing that the Borrower's
     Consolidated Fixed Charge Coverage Ratio for the Four Fiscal Quarter Period
     ending immediately prior to such determination date is not less than 1.50
     to 1.0 and that the Borrower's Consolidated Leverage Ratio for the Fiscal
     Quarter ending immediately prior to such determination date is not greater
     than .50 to 1.0 and (c) no Event of Default shall have occurred and be
     continuing.


                                      - 4 -


                                     Page 16

<PAGE>   5



         2.2 AMENDMENT TO DEFINITION OF "INTEREST PERIOD". The definition of
"Interest Period" shall be amended to add the following as clause (vi) thereof:

     "(vi) if the Interest Period commences on a Banking Day for which there is
     no numerical equivalent in the calendar month in which the Interest Period
     is to end, such Interest Period shall end on the last Banking Day of that
     calendar month."

         2.3 AMENDMENT TO SECTION 1.1 - ADDITIONS. Section 1.1 shall be amended
to add the following definitions:

     "EFFECTIVE DATE" means June 2, 1997.

         2.4 AMENDMENT TO SECTION 1.1 - DELETIONS. Section 1.1 shall be amended
to delete the following definitions: "Unused Commitment Fee" and "Reference
Bank".

         2.5 AMENDMENT TO CREDIT AGREEMENT. Each reference to "Society" or
"Society National Bank" in the Credit Agreement shall be amended to read
"KeyBank" or "KeyBank National Association".

         2.6 AMENDMENT TO SECTION 1.3. Section 1.3 shall be amended to delete
the words ";PROVIDED, HOWEVER, that, all accounting terms shall be understood as
based and determined on the "FIFO" method of valuation of inventory".

         2.7 AMENDMENT TO SECTION 3.2(C). Section 3.2(c) shall be amended by
deleting the phrase "1995 Fiscal Year" and substituting "1998 Fiscal Year" in
lieu thereof.

         2.8 AMENDMENT TO SECTION 3.4(B). Section 3.4(b) shall be amended by
deleting it in its entirety and substituting "Intentionally Omitted" in lieu
thereof.

         2.9 AMENDMENT TO SECTION 8.8. Section 8.8 shall be amended by deleting
the proviso to the last sentence of Section 8.8 and the following shall be
substituted in lieu thereof:

     "PROVIDED, that the aggregate amount of such investments by all of the
     Borrower and its Subsidiaries does not exceed ten percent (10%) of the
     Borrower's Consolidated Tangible Net Worth at the end of the previous
     fiscal year of the Borrower."

         2.10 AMENDMENT TO SECTION 8.11. Section 8.11 shall be amended by
deleting clause (iv) thereof in its entirety and substituting the following in
lieu thereof:

     "(iv) so long as the Borrower and its Subsidiaries are satisfying the
     Qualifying Financial Standards, loans may be obtained from financial
     institutions not pursuant to this Agreement ("Outside Loans") in the
     aggregate principal amount of up to Thirty Million Dollars ($30,000,000) at
     any one time outstanding; PROVIDED, HOWEVER, that any such Outside Loan
     obtained from any financial institution other than a Bank may not remain
     outstanding for more than thirty (30) consecutive days and; PROVIDED,
     FURTHER, that any such Outside Loans must be

                                      - 5 -


                                     Page 17

<PAGE>   6



     repaid within one (1) Banking Day following the date as of which the
     Borrower and its Subsidiaries no longer satisfy such Qualifying Financial
     Standards, except that, if such repayment would cause the Borrower to incur
     compensation obligations resulting from the prepayment of any such Outside
     Loan with a fixed rate, the Borrower shall not be required to repay such
     loan until the earlier of (x) the expiration of the interest period or (y)
     the date upon which repayment will not result in a compensation obligation,

         2.11 AMENDMENT TO SECTION 8.17. Section 8.17 shall be deleted in its
entirety and the following substituted in lieu thereof:

     "SECTION 8.17 CAPITAL EXPENDITURES. The Borrower shall not make or permit
     Consolidated Capital Expenditures to exceed Fifty Million Dollars
     ($50,000,000) for any Fiscal Year."

         2.12 AMENDMENT TO SECTIONS 8.18 AND 8.19. Sections 8.18 and 8.19 shall
be deleted in its entirety and "Intentionally Omitted" shall be substituted in
lieu thereof.

         2.13 AMENDMENT TO SECTION 8.20. Section 8.20 shall be deleted and the
following inserted in lieu thereof:

     "SECTION 8.20 CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not suffer
     or permit its Consolidated Tangible Net Worth as of the Effective Date and
     as at the end of any Fiscal Quarter to be less than the "Required Minimum
     Amount" in effect from time to time. The "Required Minimum Amount" shall be
     (i) as of the Effective Date, One Hundred Sixty-Five Million Dollars
     ($165,000,000) and (ii) as at the end of any Cumulative Fiscal Period
     ending after the Effective Date:

         (a)  One Hundred Sixty-Five Million Dollars ($165,000,000) PLUS

         (b) an aggregate amount equal to fifty percent (50%) of Borrower's
         consolidated net earnings (if any and only to the extent a positive
         number) for such Cumulative Fiscal Period, in each case calculated
         after taxes and cumulating income and losses for all Fiscal Quarters
         within such Cumulative Fiscal Period (such amount being "Cumulative
         Fiscal Earnings") PLUS

         (c) an aggregate amount equal to all Cumulative Fiscal Earnings (if any
         and only to the extent a positive number) attributable to Fiscal Years
         ending after the Effective Date and not including the Fiscal Year
         during which said Cumulative Fiscal Period is occurring (which
         aggregate amount shall not be reduced by consolidated net losses (if
         any) reported for any Fiscal Year ending after the Effective Date) PLUS

         (d) an amount equal to the total net proceeds received by Borrower at
         any time from any stock or other equity offering or any conversion of
         Subordinated Indebtedness into equity after the Effective Date
         (excluding stock offerings under any employee benefit plan of the
         Borrower or its Subsidiaries)."

                                      - 6 -


                                     Page 18

<PAGE>   7




         2.14 AMENDMENT TO SECTION 8.21. Section 8.21 shall be deleted in its
entirety and the following shall be substituted in lieu thereof:

     "SECTION 8.21 CONSOLIDATED FIXED CHARGE COVERAGE. The Borrower shall not
     suffer or permit, as at the end of any Four Fiscal Quarter Period ending
     after the Effective Date, the ratio (the "Consolidated Fixed Charge
     Coverage Ratio") of: (x) Consolidated Net Pre-Tax Earnings of the Borrower
     and its Subsidiaries attributable to such period PLUS Consolidated Net
     Fixed Lease Charges attributable to such period PLUS Consolidated Net
     Interest Expense attributable to such period PLUS depreciation and
     amortization charges of the Borrower and its Subsidiaries attributable to
     such period TO (y) Consolidated Net Fixed Lease Charges attributable to
     such period PLUS Consolidated Net Interest Expense attributable to such
     period PLUS scheduled principal payments in respect of any Long-Term
     Indebtedness of the Borrower and its Subsidiaries during such period, to be
     less as at such date than 1.25 to 1.00."

         2.15 AMENDMENT TO SECTION 8.23. Section 8.23 shall be deleted in its
entirety and the following shall be substituted in lieu thereof:

     "SECTION 8.23 CONSOLIDATED LEVERAGE RATIO. The Borrower shall not suffer or
     permit, as at the end of any Fiscal Quarter, the ratio (the "Consolidated
     Leverage Ratio") of: (x) Funded Senior Debt outstanding as at such date TO
     (y) the sum of Funded Senior Debt outstanding as at such date PLUS the
     Convertible Subordinated Debentures outstanding as at such date PLUS
     Consolidated Tangible Net Worth as at such date to be greater than (i) .45
     to 1.0 for the first Fiscal Quarter of each Fiscal Year, (ii) .50 to 1.0
     for the second and third Fiscal Quarters of each Fiscal Year and (iii) .40
     to 1.0 for the fourth Fiscal Quarter of each Fiscal Year."

         2.16 AMENDMENT TO SECTION 8.24. Section 8.24 shall be deleted in its
entirety and "Intentionally Omitted" shall be substituted in lieu thereof.

         2.17 AMENDMENT TO EXHIBITS. Exhibit F shall be deleted in its entirety
and Exhibit F-1 shall be substituted in lieu thereof.

                   SECTION 3. REPRESENTATIONS AND WARRANTIES.
                   ------------------------------------------

         The Borrower hereby represents and warrants to the Banks and the Agent
as follows:

         3.1 THE AMENDMENT. This Amendment has been duly and validly executed by
an authorized executive officer of the Borrower and constitutes the legal, valid
and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms. The Credit Agreement, as amended by this Amendment,
remains in full force and effect and remains the valid and binding obligation of
the Borrower enforceable against the Borrower in accordance with its terms. The
Borrower hereby ratifies and confirms the Credit Agreement as amended by this
Amendment.


                                      - 7 -


                                     Page 19

<PAGE>   8



         3.2 NONWAIVER. The execution, delivery, performance and effectiveness
of this Amendment shall not operate nor be deemed to be nor construed as a
waiver (i) of any right, power or remedy of the Banks or the Agent under the
Credit Agreement, nor (ii) of any term, provision, representation, warranty or
covenant contained in the Credit Agreement or any other documentation executed
in connection therewith. Further, none of the provisions of this Amendment shall
constitute, be deemed to be or construed as, a waiver of any Default or Event of
Default under the Credit Agreement as amended by this Amendment.

         3.3 REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. Upon the
Effectiveness of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein", or words of like import shall mean
and be a reference to the Credit Agreement, as amended by this Amendment and
each reference to the Credit Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended by this
Amendment.

                SECTION 4. CONDITIONS PRECEDENT TO EFFECTIVENESS
                ------------------------------------------------
                            OF THIS AMENDMENT NO. 1.
                            ------------------------

         In addition to all of the other conditions and agreements set forth
herein, the effectiveness of this Amendment is subject to the following
conditions precedent:

         4.1 THE AMENDMENT. The Banks, the Agent and the Letter of Credit Bank
shall have received this Amendment No. 1 to Credit Agreement, executed and
delivered by a duly authorized officer of the Borrower.

         4.2 ACKNOWLEDGEMENT OF GUARANTORS. The Banks, the Agent and the Letter
of Credit Bank shall have received the Acknowledgement of Guarantors attached to
this Amendment, executed and delivered by a duly authorized officer of each of
the Guarantors of the indebtedness of the Borrower to the Banks and the Agent.

         4.3 BORROWER'S CERTIFICATE. The Banks and the Agent shall have received
a certificate, in form and substance satisfactory to the Agent, executed for and
on behalf of the Borrower by either the President or Vice President of the
Borrower and by either the Secretary or Assistant Secretary of the Borrower (one
of which certifying officers shall not be a signatory of this Amendment) and
dated as of the date of this Amendment, certifying that (i) this Amendment, and
each document or other instrument executed in connection with the Amendment has
been authorized, (ii) the names and signatures of the officers signing this
Amendment on behalf of the Borrower, and (iii) compliance by the Borrower with
all representations, warranties, covenants and conditions under the Credit
Agreement as amended by this Amendment.

         4.4 OTHER DOCUMENTS. The Banks and the Agent shall have received each
additional document, instrument or piece of information reasonably requested by
the Agent.


                                      - 8 -


                                     Page 20

<PAGE>   9



                            SECTION 5. MISCELLANEOUS.
                            -------------------------

         5.1 GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Ohio.

         5.2 SEVERABILITY. In the event any provision of this Amendment should
be invalid, the validity of the other provisions hereof and of the Credit
Agreement shall not be affected thereby.

         5.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which, when taken together, shall constitute but one and
the same agreement.

                  [ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                    - 9 -


                                   Page 21

<PAGE>   10



         IN WITNESS WHEREOF, the Borrower has caused this Amendment No. 1 to
Credit Agreement to be duly executed and delivered by its duly authorized
officer as of the date first above written.


                                 FABRI-CENTERS OF AMERICA, INC.


                                 /s/ Samuel R. Gaston
                                 -----------------------------------
                                 By:  Samuel R. Gaston
                                    --------------------------------
                                 Title:  Executive Vice President
                                       -----------------------------



                                     - 10 -


                                     Page 22

<PAGE>   11



ACCEPTED AND AGREED as of the date and year first above written by:


KEYBANK NATIONAL ASSOCIATION, as a
Bank, the Letter of Credit Bank and as Agent


/s/ David J. Janus
--------------------------------------
By:  David J. Janus
   -----------------------------------
Title:  Senior Vice President
      --------------------------------
NATIONAL CITY BANK,
as a Bank


/s/ Donald B. Hayes, Jr.
--------------------------------------
By:  Donald B. Hayes, Jr.
   -----------------------------------
Title:  Vice President
      --------------------------------


NBD Bank, as a Bank


/s/ Christina D. Zautcke
--------------------------------------
By:  Christina D. Zautcke
   -----------------------------------
Title:  Vice President
      --------------------------------


COMERICA BANK, as a Bank


/s/ Jeffrey J. Judge
--------------------------------------
By:  Jeffrey J. Judge
   -----------------------------------
Title:  Assistant Vice President
      --------------------------------


THE HUNTINGTON NATIONAL BANK,
as a Bank


/s/ Timothy M. Ward
--------------------------------------
By:  Timothy M. Ward
   -----------------------------------
Title:  Assistant Vice President
      --------------------------------


                                     - 11 -


                                     Page 23

<PAGE>   12



PNC BANK, NATIONAL ASSOCIATION, as a Bank


/s/ C. J. Richardson
--------------------------------------
By:  C. J. Richardson
   -----------------------------------
Title:  Vice President
      --------------------------------


BANK ONE, NA (as successor by merger to Bank One, Akron, NA),
as a Bank


/s/ Susan D. Steiger
--------------------------------------
By:  Susan D. Steiger
   -----------------------------------
Title:  Vice President
      --------------------------------


THE FIFTH THIRD BANK, as a Bank


/s/ R. C. Lanctot
--------------------------------------
By:  R. C. Lanctot
   -----------------------------------
Title:  Vice President
      --------------------------------



                                     - 12 -


                                     Page 24

<PAGE>   13



                          ACKNOWLEDGEMENT OF GUARANTORS
                          -----------------------------

         Each of the undersigned, each of which being a guarantor of
indebtedness of the Borrower to the Banks, the Agent and the Letter of Credit
Bank, hereby acknowledges and agrees to the terms of the foregoing Amendment No.
1 to Credit Agreement. Each of the undersigned represents and warrants to the
Banks, the Agent and the Letter of Credit Bank that the respective Guaranty of
Payment (as amended), executed and delivered by each of the undersigned, each
dated as of September 30, 1994, remain the valid and binding obligations of each
of the undersigned, respectively, enforceable against it in accordance with
their terms.

                                  FCA FINANCIAL, INC.


                                  /s/ Francis C. Piccirillo
                                  -------------------------------------
                                  By:  Francis C. Piccirillo
                                     ----------------------------------
                                  Title:  Treasurer
                                        -------------------------------
                                  FABRI-CENTERS OF SOUTH DAKOTA, INC.


                                  /s/ Francis C. Piccirillo
                                  -------------------------------------
                                  By:  Francis C. Piccirillo
                                     ----------------------------------
                                  Title:  Treasurer
                                        -------------------------------

                                  FABRI-CENTERS OF CALIFORNIA, INC.

                                  /s/Francis C. Piccirillo
                                  -------------------------------------
                                  By:  Francis C. Piccirillo
                                     ----------------------------------
                                  Title:  Treasurer
                                        -------------------------------

                                  FCA OF OHIO, INC.


                                  /s/ Francis C. Piccirillo
                                  -------------------------------------
                                  By:  Francis C. Piccirillo
                                     ----------------------------------
                                  Title:  Treasurer
                                        -------------------------------

Executed:  June 5, 1997

                                     - 13 -


                                     Page 25

<PAGE>   14



                                                                     EXHIBIT F-1
                                     FORM OF
                             COMPLIANCE CERTIFICATE
                             ----------------------

                              [BORROWER LETTERHEAD]

                      QUARTER-ANNUAL COMPLIANCE CERTIFICATE

              Certified on this ___ day of __________________, 19__
                  ("this date") as of ___________________, 19__
                               (the "Report Date")
pursuant to Section 8.1(c)(ii) of the Credit Agreement (as hereinafter defined).

         Reference is hereby made to that certain Credit Agreement, dated as of
September 30, 1994 (as amended from time to time, the "Credit Agreement"), among
Fabri-Centers of America, Inc. (the "Borrower"), certain banks which are
signatories thereto (the "Banks"), and KeyBank National Association, as agent
for the Banks (the "Agent"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings ascribed to such terms in the Credit
Agreement.

         Pursuant to Section 8.1(c)(ii) of the Credit Agreement, I certify to
the Banks that I am the _____________________ [responsible financial officer] of
the Borrower and further certify to the Banks, on behalf of the Borrower, to the
best of my knowledge and belief, as follows:

1. The conclusions below, together with the attached calculations, indicate the
Borrower's compliance or non-compliance with certain sections of the Credit
Agreement:

SECTION 8.17  CAPITAL EXPENDITURES.

<TABLE>
<CAPTION>

                                                   Maximum Permitted                            Actual
                                                 Consolidated Capital                    Consolidated Capital
                Period                               Expenditures                            Expenditures
----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                  <C>              
               [FY ____                               $50,000,000                          $_______________]

======================================================================================================================
</TABLE>




                                     Page 26

<PAGE>   15



SECTION 8.20  CONSOLIDATED TANGIBLE NET WORTH.

<TABLE>
<CAPTION>

                                                             Req. Minimum              Actual
                                                             Consolidated           Consolidated
                                                             Tangible Net           Tangible Net
                                                                 Worth                  Worth
------------------------------------------------------  ---------------------- -----------------------
<S>      <C>                                                <C>                    <C>
1.       AS OF THE EFFECTIVE DATE:
                                                             $165,000,000          $
2.       AS AT THE END OF ANY CUMULATIVE FISCAL
         PERIOD ENDING AFTER THE EFFECTIVE DATE:
                                                             $165,000,000
         PLUS (0.5 X consolidated net earnings for
         FY in which Report Date falls (1))

         PLUS (aggregate Cumulative Fiscal                  +$
         Earnings attributable to FY's ending after           -----------
         the Effective Date(but not FY in which
         Report Date falls)(2)

         PLUS total net proceeds rec'd by Borrower         + $
         at any time from any stock or other equity           -----------
         offering or any conversion of Subordinated
         Indebtedness to equity after the Effective
         Date(3)

         CONSOLIDATED TANGIBLE NET WORTH:
                                                           + $                     $
                                                              -----------           ==============
                                                                                       (actual)
                                                           $===============
                                                            (required min.)

<FN>
--------

   (1) ONLY IF GREATER THAN ZERO, CALCULATED AFTER
       TAXES AND CUMULATING INCOME AND LOSSES FOR
       ALL FISCAL QUARTERS WITHIN THE APPLICABLE
       CUMULATIVE FISCAL PERIOD. 

   (2) ONLY IF GREATER THAN ZERO; THIS FIGURE 
       SHALL NOT BE REDUCED BY CONSOLIDATED NET 
       LOSSES (IF ANY) REPORTED FOR ANY FISCAL 
       YEAR ENDING AFTER THE EFFECTIVE DATE.

   (3) EXCLUDING STOCK OFFERINGS UNDER ANY EMPLOYEE
       BENEFIT PLAN OF THE BORROWER OR ITS
       SUBSIDIARIES.
</TABLE>

                                      - 2 -


                                     Page 27

<PAGE>   16



SECTION 8.21  CONSOLIDATED FIXED CHARGE COVERAGE.

As of the Report Date, and as determined for each period set forth below:

      Consolidated Net Pre-Tax Earnings:   $
                                           -----------------
      Consolidated Net Interest Expense:  +$
                                           -----------------
   Consolidated Net Fixed Lease Charges:  +$
                                           -----------------
  depreciation and amortization charges:  +$
                                           -----------------

                        (A)                $
                                           -----------------

  Consolidated Net Fixed Lease Charges:    $
                                           -----------------

     Consolidated Net Interest Expense:  + $
                                           -----------------
       scheduled principal payments
             on Long-Term Indebtedness:  + $
                                           -----------------

                   (B)       $


Actual Consolidated Fixed Charge Ratio:        to 1.0
                                          -------------------
                  (Ratio of (A) to (B))


Minimum Required Consolidated Fixed Charge Ratio:  1.25  to 1.00



                                      - 3 -


                                     Page 28

<PAGE>   17



SECTION 8.22  CONSOLIDATED CURRENT FUNDED INDEBTEDNESS.


AS OF THE REPORT DATE:
----------------------

     (A)             Consolidated Current Assets:       $
                                                         --------------------   

                Consolidated Current Liabilities:       $                    (4)
                                                         --------------------   
                              Funded Senior Debt:     + $
                                                         --------------------   

(B)                                                     $

              Actual Ratio (Ratio of (A) to (B)):                  to 1.0
                                                         --------------------


MINIMUM REQUIRED CONSOLIDATED CURRENT FUNDED INDEBTEDNESS RATIO:
----------------------------------------------------------------

As at the end of any of the first three FQ's of any FY:       1.15 to 1.0

                               As at the end of any FY:       1.25 to 1.0


--------
     (4) Exclusive of the sum of (a) the aggregate outstanding balance of
Revolving Credit Loans PLUS (b) the aggregate outstanding Negotiated Bid Loans
not in excess of the Total Commitment Amount.

                                      - 4 -


                                     Page 29

<PAGE>   18


SECTION 8.23  CONSOLIDATED LEVERAGE RATIO.

AS OF THE REPORT DATE, AND FOR EACH PERIOD SET FORTH BELOW:
-----------------------------------------------------------

       (A)        Outstanding Senior Funded Debt:       $
                                                         --------------------   

                 Consolidated Tangible Net Worth:       $                    (4)
                                                         --------------------   
                    Outstanding Subordinated Debt    +  $
                                                         --------------------   
                  Outstanding Funded Senior Debt:    +  $
                                                         --------------------   

(B)                                                     $
                                                         --------------------   

 Actual Consolidated Leverage Ratio ((A) to (B)):                  TO 1.0
                                                         --------------------


MAXIMUM PERMITTED CONSOLIDATED LEVERAGE RATIO:
----------------------------------------------

         FISCAL QUARTER                                              RATIO
         --------------                                              -----

First Fiscal Quarter of each Fiscal Year                         .45 to 1.00
Second Fiscal Quarter of each Fiscal Year                        .50 to 1.00
Third Fiscal Quarter of each Fiscal Year                         .50 to 1.00
Fourth Fiscal Quarter of each Fiscal Year                        .40 to 1.00


         I further certify that:

         Enclosed herewith are Borrower's [unaudited quarterly/audited annual]
financial statements as required by Section 8.1 of the Credit Agreement.

         No Possible Default or Event of Default existed as at the Report Date,
nor does any exist at this date.*

*-       If this certification cannot be given, substitute a brief description
         of the Possible Default(s) or Event of Default(s) and Borrower's
         intentions in respect thereof.


FABRI-CENTERS OF AMERICA, INC.
on behalf of itself and its
Subsidiaries



------------------------------
By:
   ---------------------------
Its:
    --------------------------
Dated:
      ------------------------



                                      - 5 -


                                     Page 30