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Exhibit 4.13
 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS
SPECIFIED IN THIS WARRANT.
 RETAIL VENTURES, INC.
  
 Company Holder Common
Stock Expiration Date Warrant provided
 DEFINITIONS.
 Additional Shares of Common Stock




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Aggregate Purchase Price
 Business Day
 Code
 Commission
 Common Stock
 Common Stock Exercise Amount
 2




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Common Stock Purchase Price
 Company
 Conversion Warrants
 Convertible Securities
 CPLP
 Current Market Price
 Exchange Act
 Expiration Date
 Fair Value
 3




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Financing Agreement
 FINRA
 Holder
 Initial Common Stock Exercise Amount
 Market Price provided however provided further
 New Issuance Price
 4




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Options
 Other Securities
 Person
 Restricted Securities
 Securities Act
 SSC
 Term Loan Warrants
 Warrant
 Warrant Shares
 5




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EXERCISE OF WARRANT.
 Manner of Exercise; Payment of the Purchase Price
 Exhibit A Aggregate Purchase Price
  When Exercise Effective
 Delivery of Stock Certificates, etc.; Charges, Taxes and Expenses
  6




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(i)
    
    a certificate or certificates for the number and type of
Warrant Shares (or Other Securities) to which the Holder shall be entitled upon
such exercise, and any cash payment in lieu of any fractional shares, as
provided in Section 12.5 hereof, and(ii)
    
    in case such exercise is for less than all of the Warrant
Shares purchasable under this Warrant, a new Warrant or Warrants of like tenor,
for the balance of the Warrant Shares purchasable hereunder.
  ADJUSTMENT OF COMMON STOCK PURCHASE PRICE AND WARRANT SHARES ISSUABLE UPON EXERCISE.
 Adjustment of Number of Shares
 Adjustment of Purchase Price for New Issuances
 Issuance of Additional Shares New
Issuance Price
 7




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Treatment of Options and Convertible Securities
 Extraordinary Dividends and Distributions
 Treatment of Stock Dividends, Stock Splits, etc
 8




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Adjustment of Purchase Price for Other Issuances
 Issuance of Additional Shares
 Treatment of Options and Convertible Securities
 9




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(i)
    
    whether or not the Additional Shares of Common Stock underlying
such Options or Convertible Securities are deemed to be issued, no further
adjustment of the applicable Purchase Price shall be made upon the subsequent
issue or sale of Convertible Securities or shares of Common Stock upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities, except in the case of any such Options or Convertible Securities
which contain provisions requiring an adjustment, subsequent to the date of the
issue or sale thereof, of the number of Additional Shares of Common Stock as
issuable upon the exercise of such Options or the conversion or exchange of
such Convertible Securities by reason of (x) a change of control of the
Company, (y) the acquisition by any Person or group of Persons of any specified
number or percentage of the voting securities of the Company or (z) any similar
event or occurrence, each such case to be deemed hereunder to involve a
separate issuance of Additional Shares of Common Stock Options or Convertible
Securities, as the case may be;(ii)
    
    if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase in the
consideration payable to the Company, or decrease in the number of Additional
Shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof (by change of rate or otherwise), the Common Stock Purchase Price
computed upon the original issue, sale, grant or assumption thereof (or upon
the occurrence of the record date, or date prior to the commencement of
ex-dividend trading, as the case may be, with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease insofar
as it affects such Options, or the rights of conversion or exchange under such
Convertible Securities, which are outstanding at such time;(iii)
    
    upon the expiration (or purchase by the Company and
cancellation or retirement) of any such Options which shall not have been
exercised or the expiration of any rights of conversion or exchange under any
such Convertible Securities which (or purchase by the Company and cancellation or
retirement of any such Convertible Securities the rights of conversion or
exchange under which) shall not have been exercised, the Common Stock
Purchase Price computed upon the original issue, sale,
 10




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grant or assumption
thereof (or upon the occurrence of the record date, or date prior to the
commencement of ex-dividend trading, as the case may be, with respect
thereto), and any subsequent adjustments based thereon, shall, upon such
expiration (or such cancellation or retirement, as the case may be), be
recomputed as if: (x) in the case of Options for Common Stock or Convertible
Securities, the only Additional Shares of Common Stock issued or sold were
the Additional Shares of Common Stock, if any, actually issued or sold upon
the exercise of such Options or the conversion or exchange of such
Convertible Securities and the consideration received therefor was the
consideration actually received by the Company for the issue, sale, grant or
assumption of all such Options, whether or not exercised, plus the
consideration actually received by the Company upon such exercise, or for
the issue or sale of all such Convertible Securities which were actually
converted or exchanged, plus the additional consideration, if any, actually
received by the Company upon such conversion or exchange, and (y) in the
case of Options for Convertible Securities, only the Convertible Securities,
if any, actually issued or sold upon the exercise of such Options were
issued at the time of the issue or sale, grant or assumption of such
Options, and the consideration received by the Company for the Additional
Shares of Common Stock or deemed to have then been issued was the
consideration actually received by the Company for the issue, sale, grant or
assumption of all such Options, whether or not exercised, plus the
consideration deemed to have been received by the Company (pursuant to
Section 3.6) upon the issue or sale of such Convertible Securities with
respect to which such Options were actually exercised; and(iv)
    
    no readjustment pursuant to clause (ii) or (iii) above shall
have the effect of decreasing the Common Stock Purchase Price by an amount in
excess of the amount of the adjustment thereof originally made in respect of
the issue, sale, grant or assumption of such Options or Convertible Securities.
 Computation of Consideration
  (i)
    
    insofar as it consists of cash, be computed at the gross cash
proceeds to the Company without deducting any expenses paid or incurred by such
company, or any commissions or compensations paid or concessions or
discounts allowed to underwriters, dealers or others performing similar
services in connection with such issue or sale,
 11




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(ii)
    
    insofar as it consists of property (including securities) other
than cash, be computed at the Fair Value thereof at the time of such issue or
sale, and(iii)
    
    in case Additional Shares of Common Stock are issued or sold
together with other stock or securities or other assets of the Company for a
consideration which covers both, be the portion of such consideration so
received, computed as provided in clauses (i) and (ii) above, allocable to such
Additional Shares of Common Stock, such allocation to be determined in the same
manner that the Fair Value of property not consisting of cash or securities is
to be determined as provided in the definition of Fair Value herein; and
  (i)
    
    the total amount, if any, received and receivable by the
Company as consideration for the issue, sale, grant or assumption of the
Options or Convertible Securities in question, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent
adjustment of such consideration to protect against dilution) payable to the
Company upon the exercise in full of such Options or the conversion or exchange
of such Convertible Securities or, in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, in each case computing
such consideration as provided in the foregoing subclause (a), by(ii)
    
    the maximum number of shares of Common Stock (as set forth in
the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such number to protect against dilution)
issuable upon the exercise of such Options or the conversion or exchange of
such Convertible Securities.
 Dilution in Case of Other Securities
 12




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De Minimis Adjustments
 Abandoned Dividend or Distribution provided however
 CONSOLIDATION, MERGER, ETC.
 By the Company
 13




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provided
 Assumption of Obligations
 OTHER DILUTIVE EVENTS.
  NO DILUTION OR IMPAIRMENT.
  14




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ACCOUNTANTS REPORT.
  NOTICES OF CORPORATE ACTION.
    15




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REGISTRATION OF STOCK.
  RESTRICTIONS ON TRANSFER.
 Restrictive Legends
   16




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Transfer to Comply with the Securities Act Transfer
 Notice of Transfer
 Termination of Restrictions
 Exempt Transfers
 RESERVATION OF STOCK, ETC.
  17




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REGISTRATION AND TRANSFER OF WARRANTS, ETC.
 Warrant Register; Ownership of Warrants Warrant Register
 Transfer of Warrants Exhibit B
 Replacement of Warrants
 18




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Adjustments to Purchase Price and Number of Shares
 Fractional Shares
 SECURITIES ACT MATTERS.
     19




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REMEDIES; SPECIFIC PERFORMANCE.
  NO RIGHTS OR LIABILITIES AS SHAREHOLDER.
  NOTICES.
  
 20




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provided
 AMENDMENTS.
  DESCRIPTIVE HEADINGS, ETC.
  21




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GOVERNING LAW.
  EXPIRATION.
  COSTS AND ATTORNEYS FEES.
  [Remainder of this page intentionally left blank]
 22




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RETAIL VENTURES, INC.By:

/s/
James A. McGradyName:
    James A. McGradyTitle:
    Executive Vice President,
Chief Financial Officer, Treasurer and SecretaryVCHI ACQUISITION CO.By:

/s/
Robert DeAngelisName:
    Robert DeAngelisTitle:
    President




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Common Stock
  
  
   
  
 Dated:
    
    
    
    
    
    (NAME OF HOLDER)By:Name:Title:




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Common Stock Company
 Name of Assignee
    
    Address
    
    
    No. of Shares of Common Stock
 
 Dated:
    
    
    
    
    
    (NAME OF HOLDER)By:Name:Title: