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                                                                 EXHIBIT 10.31.1

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      This Agreement is made this 18th day, of December, 2003, between SHONAC
CORPORATION, an Ohio corporation having its principal offices located at 4150
East Fifth Avenue, Columbus, Ohio 43219 ("Assignor") and DSW SHOE WAREHOUSE,
INC., a Missouri corporation having its principal offices located at 4150 East
Fifth Avenue, Columbus, Ohio 43219 ("Assignee").

                                    RECITALS

      WHEREAS, Assignor is the Tenant under a certain lease dated October 28,
2003, by and between Assignor and JLP-RICHMOND, LLC, an Ohio limited liability
company ("Landlord"), relative to approximately 32,265 square feet of real
property located in a certain shopping center known as Chesterfield Town Court,
Richmond, Virginia (the "Lease"); and

      WHEREAS, Assignee is a wholly owned subsidiary of Assignor.

                                    AGREEMENT

      NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, the parties agree as follows:

1.    Assignor hereby sells, assigns, and conveys to Assignee all of Assignor's
rights, title, and interest under the Lease.

2.    Assignee hereby accepts this assignment and agrees to perform all
obligations for which the Tenant is responsible under the Lease.

3.    Assignor warrants that the Lease is in full force and effect, that neither
Assignor nor Landlord is in breach thereof or in default thereunder, that the
Lease has not been modified or amended, except as stated above, and that the
Lease is valid and enforceable. Assignor further warrants that it has not
previously assigned the Lease or sublet the Premises, that its interest in the
Lease is unencumbered, and that Assignor has full power and authority to assign
its interest under the Lease.

4.    Assignor hereby agrees to indemnify and hold Assignee harmless from all
liability, loss, damage, and expense incurred by Assignee as a result of any
defaults by Assignor as Tenant under the Lease which may have occurred or may
occur at any time prior to the effective date of this Agreement, and from all
liability, loss, damage, and expense that Assignee may suffer by reason of any
challenge to the validity or enforceability of the Lease or to any of the terms
thereof.

5.    Assignee hereby agrees to indemnify and hold Assignor harmless from all
liability, loss, damage, and expense incurred by Assignor as a result of any
defaults by Assignee as Tenant under the lease which may occur at any time after
the effective date of this agreement.

6.    In no event will this Assignment and Assumption Agreement operate to
release Assignor from its primary obligations and liabilities under the Lease.

Executed as of the day and year first above written.

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Signed and acknowledged in the              ASSIGNOR:
presence of:
                                            SHONAC CORPORATION

/s/ Christy L. Cuschleg                     BY: /s/ Edwin J. Kozlowski
----------------------------                    -------------------------------
                                            NAME: Edwin J. Kozlowski

/s/ Cindy Sutton                            TITLE: Executive Vice President/COO
----------------------------

                                            ASSIGNEE:

                                            DSW SHOE WAREHOUSE, INC.

/s/ Christy L. Cuschleg                     BY: /s/ John C. Rossler
----------------------------                    ------------------------------
                                            NAME: John C. Rossler

/s/ Cindy Sutton                            Title: President/CEO
----------------------------


STATE OF OHIO       )
                    ) SS:
COUNTY OF FRANKLIN  )

      The foregoing instrument was acknowledged before me this 18th day of
December, 2003, by Edwin J, Kozlowski, Executive Vice President/COO, of SHONAC
CORPORATION, an Ohio corporation, on behalf of the corporation.

                                                /s/ Christy L. Cuschleg
                                                -------------------------------
                                                        Notary Public

STATE OF OHIO       )                                 Christy L. Cuschleg
                    ) SS:                       My Commission Expires on 8/2/04
COUNTY OF FRANKLIN  )                            Notary Public - State of Ohio

      The foregoing instrument was acknowledged before me this 18th day of
December, 2003, by John C. Rossler, President/CEO, of DSW SHOE WAREHOUSE, INC.,
a Missouri corporation, on behalf of the corporation.

                                                /s/ Christy L. Cuschleg
                                                -------------------------------
                                                        Notary Public

                                                     Christy L. Cuschleg
                                                My Commission Expires on 8/2/04
                                                 Notary Public - State of Ohio