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Amendment Effective Date, the “**Existing Guaranty**”), pursuant to which the Existing Guarantorsguaranteed all Liabilities of the Existing Borrowers under the Existing Loan Agreement;     WHEREAS, the Borrower has entered into a Second Amended and Restated Loan and SecurityAgreement dated as of even date herewith (as amended, restated, supplemented or otherwise modifiedfrom time to time, the “**Second Restated Loan Agreement**”), by and between, among others, theBorrower, the Agent, and the Revolving Credit Lenders party thereto (the “**Revolving CreditLenders**”), which amended and replaced the Existing Loan Agreement; and     WHEREAS, it is a condition precedent to the effectiveness of the Second Restated LoanAgreement that, among other things, the Existing Guaranty be amended and restated in its entiretyas set forth herein in order to, among other things, confirm that the Liabilities guaranteed herebyinclude all Liabilities at any time and from time to time outstanding under the Second RestatedLoan Agreement;     WHEREAS, the parties hereto desire to amend and restate the Existing Guaranty as providedherein.     NOW, THEREFORE, in consideration of the premises contained herein and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:     **Definitions**: Unless otherwise defined herein, all capitalized terms usedherein shall have the meaning given such terms in the Second Restated Loan Agreement.     **Indemnification**: FOR SAID GOOD AND VALUABLE CONSIDERATION, the FacilityGuarantors shall also indemnify, defend, and hold the Secured Parties, and each agent, employee,officer, or representative of the Secured Parties (each, an “**Indemnified Person**”), harmless of andfrom any claim (other than any claim as to which a final determination is made in a judicialproceeding (in which the Indemnified Person has had an opportunity to be heard), whichdetermination includes a specific finding that the Indemnified Person had committed willfulmisconduct or acted in a grossly negligent manner or in actual bad faith) brought or threatenedagainst any Indemnified Person by: the Borrower; the Facility Guarantors; any other guarantor orendorser of the Liabilities; or any other Person (as well as from reasonable attorneys’ fees,expenses and disbursements in connection therewith) on account of the relationship of anyIndemnified Person with the Borrower, the Facility Guarantors, or any other guarantor or endorserof the Liabilities (each of which may be defended, compromised, settled, or pursued by the Agentwith counsel of the Agent’s selection, but at the reasonable expense of the Facility Guarantors).     **Interest**: The Facility Guarantors will pay on demand interest on all amountsdue under this Guaranty, or arising under any documents, instruments, or agreements relating to anycollateral securing this Guaranty, from the time the Agent first demands payment of this Guarantyat a rate (determined based upon a 360 day year and actual days elapsed) equal to the aggregate ofthe then applicable rate under the Second Restated Loan Agreement (including the
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Applicable Margin) for Base Margin Loans and/or LIBOR Loans, as applicable, plus two percent(2%) per annum.     **Obligations Not Affected**: The respective obligations of the FacilityGuarantors hereunder shall not be affected by: any fraudulent, illegal, or improper act by theBorrower, any of the Facility Guarantors, or any Person liable or obligated to the Secured Partiesfor or on the Liabilities; any release, discharge, or invalidation, by operation of law orotherwise, of the Liabilities; or the legal incapacity of the Borrower, any of the FacilityGuarantors, or any other Person liable or obligated to the Secured Parties for or on theLiabilities. Interest and Costs of Collection shall continue to accrue and shall continue to bedeemed Liabilities guaranteed hereby notwithstanding any stay to the enforcement thereof againstthe Borrower or any of the Facility Guarantors or disallowance of any claim therefor against theBorrower or any of the Facility Guarantors.     **Incorporation Of All Discussions**: This instrument and the other LoanDocuments executed by the Facility Guarantors incorporates all discussions and negotiations betweenthe Facility Guarantors and the Secured Parties concerning the guaranty and indemnificationprovided by the Facility Guarantors hereby. No such discussions or negotiations shall limit,modify, or otherwise affect the provisions hereof. No provision hereof may be altered, amended,waived, canceled or modified, except by a written instrument executed, sealed, and acknowledged bya duly authorized officer of the Agent.     **General Waivers**: The Facility Guarantors ***WAIVE***: presentment, demand, notice,and protest with respect to the Liabilities and this Guaranty; any delay on the part of the Agentor any other Secured Party; any right to require the Agent or any other Secured Party to pursue orto proceed against the Borrower or any one of the Facility Guarantors or any collateral which mighthave been granted to secure the Liabilities or to secure the obligations of any of the FacilityGuarantors hereunder; any benefit of, and any right to participate in, any collateral which maysecure the Liabilities; any claim which any of the Facility Guarantors may have or to which any ofthe Facility Guarantors may become entitled to the extent that such claim might otherwise cause anytransfer to the Secured Parties by or on behalf of the Borrower to be avoided as having been, or inthe nature of, a preference; and notice of acceptance of this Guaranty.     **Waiver of Subrogation**: None of the Facility Guarantors shall undertake any ofthe following:     (a) Exercise of any right against the Borrower or any other Facility Guarantor, by wayof subrogation, reimbursement, indemnity, contribution, or the like unless and until allLiabilities have been irrevocably paid and satisfied in full.     (b) The filing of any proof of any claim in competition with the Agent or any otherSecured Party in respect of any payment hereunder in any bankruptcy or insolvencyproceedings of any nature.     (c) The claiming of any set-off or counterclaim against the Borrower in respect of anyliability of any of the Facility Guarantors to the Borrower.
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     **Subordination**: The payment of any amounts due with respect to anyIndebtedness of the Borrower now or hereafter held by any of the Facility Guarantors for borrowedmoney is hereby subordinated to the prior payment in full of the Liabilities. None of the FacilityGuarantors will demand, sue for, or otherwise attempt to collect any such Indebtedness. Anyamounts which are collected, enforced and received by any of the Facility Guarantors shall be heldby that Person as trustee for the Agent and shall be paid over to the Agent on account of theLiabilities without affecting in any manner the liability of that Person under this Guaranty.     **Agent’s Books and Records**: The books and records of the Agent showing theaccount between the Agent and the Borrower shall be admissible in any action or proceeding andconstitute prima facie evidence and proof of the items contained therein.     **Facility Guarantors’ Obligations Primary**: The respective obligations of eachof the Facility Guarantors hereunder is primary, with no recourse necessary by the Agent againstthe Borrower or any collateral given to secure the Liabilities or to secure the obligations of anyPerson hereunder or against any other Person liable for or on the Liabilities prior to proceedingagainst any of the Facility Guarantors hereunder.     **Changes In Liabilities**: Each of the Facility Guarantors assents to anyindulgence or waiver which the Agent or any other Secured Party might grant or give the Borrower,any other Facility Guarantor and/or any other Person liable or obligated for or on the Liabilities.Each of the Facility Guarantors authorizes the Agent or any other Secured Party to alter, amend,cancel, waive, or modify any term or condition of the Liabilities and of the obligations of anyother Person liable or obligated for or on the Liabilities, without notice to, or consent from, anyof the Facility Guarantors. No compromise, settlement, or release by the Agent or any otherSecured Party of the Liabilities or of the obligations of any such other Person (whether or notjointly liable with any of the Facility Guarantors) and no release of any collateral securing theLiabilities or securing the obligations of any such other Person shall affect the obligations ofany of the Facility Guarantors hereunder. No action by the Agent or any other Secured Party whichhas been assented to herein shall affect the obligations of any of the Facility Guarantorshereunder.     **Financial Information**: Each of the Facility Guarantors will furnish or causeto be furnished to the Agent from time to time the financial statements, reports, data andinformation required with respect to the Facility Guarantors pursuant to, and in accordance with,the Second Restated Loan Agreement. The Facility Guarantors shall also furnish or cause to befurnished to the Agent, with reasonable promptness, such other information regarding the business,operations, assets, liabilities and financial condition of the Facility Guarantors as the Agent mayfrom time to time reasonably request in writing.     **Costs of Collection**: The Facility Guarantors will pay on demand all Costs ofCollection, including, without limitation, all reasonable attorneys’ fees and reasonableout-of-pocket expenses incurred by the Agent’s attorneys, and all reasonable out-of-pocket costsincurred by the Agent in the administration of the Liabilities and/or this Guaranty, including,without limitation, reasonable costs and expenses associated with travel on behalf of the Agent,where such costs and expenses are related to or in respect of the Agent’s: administration andmanagement of the Liabilities; negotiation, documentation, and amendment of this Guaranty; orefforts to preserve, protect, collect or enforce any of the obligations of any of the Facility
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Guarantors hereunder and/or any of the Agent’s rights, remedies, or powers against or inrespect of any of the Facility Guarantors (whether or not suit is instituted by or against theAgent).     **Binding Effect**: This instrument shall inure to the benefit of the Agent andeach other Secured Party and their respective successors and assigns; shall be binding upon therespective successors, representatives, and assigns of each of the Facility Guarantors; and shallapply to all Liabilities of the Borrower and any of its successors, including any successor byoperation of law.     **Agent’s Rights and Remedies**: The rights, remedies, powers, privileges, anddiscretions of the Agent hereunder (herein, the “**Agent’s Rights and Remedies**”) shall be cumulativeand not exclusive of any rights or remedies which they would otherwise have. No delay or omissionby the Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, orconstitute, a waiver thereof. No waiver by the Agent of any of the Agent’s Rights and Remedies orof any default or remedies under any other agreement with any of the Facility Guarantors, or of anydefault under any agreement with the Borrower, or any other Person liable or obligated for or onthe Liabilities, shall operate as a waiver of any other of the Agent’s Rights and Remedies or ofany default or remedy hereunder or thereunder. No exercise of any of the Agent’s Rights andRemedies and no other agreement or transaction of whatever nature entered into between the Agentand: any of the Facility Guarantors; and the Borrower; and/or any such other Person at any timeshall preclude any other exercise of the Agent’s Rights and Remedies. No waiver by the Agent ofany of the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on anysubsequent occasion, nor shall it be deemed a continuing waiver. All of the Agent’s Rights andRemedies, and all of the Agent’s rights, remedies, powers, privileges, and discretions under anyother agreement or transaction with any of the Facility Guarantors, the Borrower, or any such otherPerson, shall be cumulative and not alternative or exclusive, and may be exercised by the Agent atsuch time or times and in such order of preference as the Agent in its sole discretion maydetermine.     **Copies and Facsimiles**: This instrument and all documents which have been ormay be hereinafter furnished by any of the Facility Guarantors to the Agent or any other SecuredParty may be reproduced by the Agent or by that Secured Party by any photographic, microfilm,xerographic, digital imaging, or other process. Any such reproduction shall be admissible inevidence as the original itself in any judicial or administrative proceeding (whether or not theoriginal is in existence and whether or not such reproduction was made in the regular course ofbusiness). Any facsimile which bears proof of transmission shall be binding on the party which oron whose behalf such transmission was initiated and likewise so admissible in evidence as if theoriginal of such facsimile had been delivered to the party which or on whose behalf suchtransmission was received.     **Choice of Laws**: This instrument shall be governed, construed, andinterpreted in accordance with the laws of the State of Ohio, without giving effect to principlesof conflicts of laws thereof.     **Consent to Jurisdiction****:**
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     (a) Each of the Facility Guarantors agrees that any legal action, proceeding, case, orcontroversy against any of the Facility Guarantors with respect to this Guaranty or otherwise maybe brought in the courts of Franklin County, Ohio or in the United States District Court, Districtof Ohio, sitting in Columbus, Ohio, as the Agent may elect in the Agent’s sole reasonable, goodfaith discretion. By execution and delivery of this Guaranty, each of the Facility Guarantors, foritself and in respect of its property, accepts, submits, and consents generally andunconditionally, to the jurisdiction of the aforesaid courts.     (b) Each of the Facility Guarantors ***WAIVES***any objection based on *forum non conveniens*and anyobjection to venue of any action or proceeding instituted hereunder.     (c) Nothing herein shall affect the right of the Agent to bring legal actions or proceedingsin any other competent jurisdiction.     (d) Each of the Facility Guarantors agrees that any action commenced by any of the FacilityGuarantors asserting any claim or counterclaim arising under or in connection with this Guarantyshall be brought solely in the courts of Franklin County, Ohio or in the United States DistrictCourt, District of Ohio, sitting in Columbus, Ohio, and that such Courts shall have exclusivejurisdiction with respect to any such action unless the Agent shall have brought a legal action orproceeding in another jurisdiction.     **Broad Scope of Guaranty**: It is the intention of each of the FacilityGuarantors that the provisions of the within Guaranty and indemnification be liberally construed tothe end that the Agent and each other Secured Party may be put in as good a position as if theBorrower had promptly, punctually, and faithfully performed all Liabilities and that each of theFacility Guarantors had promptly, punctually, and faithfully performed hereunder.     **Severability**: Any determination that any provision herein is invalid,illegal, or unenforceable in any respect in any instance shall not affect the validity, legality,or enforceability of such provision in any other instance and shall not affect the validity,legality, or enforceability of any other provision contained herein.     **Right of Set-Off**: Any and all deposits or other sums at any time credited byor due to any Facility Guarantor from the Agent or any other Secured Party or any Participant orfrom any Affiliate of any of the foregoing, and any cash, securities, instruments or other propertyof any of the Facility Guarantors in the possession of any of the foregoing (other than in ExemptDDA accounts), whether for safekeeping or otherwise (regardless of the reason such Person hadreceived the same), shall at all times constitute security for all Liabilities and for any and allobligations of each of the Facility Guarantors to the Agent and such Secured Party or anyParticipant or such Affiliate and may be applied or set off against the Liabilities and againstsuch obligations at any time, whether or not such are then due and whether or not other collateralis then available to the Agent or other Secured Party or Participant, (a) after the occurrence andduring the continuance of an Event of Default, or (b) after the service of process upon the Agentor any other Secured Party or any Participant seeking to attach, by trustee, mesne, or otherprocess, any funds of any Facility Guarantor on deposit with, or assets of any Facility Guarantorin the possession of, the Agent or such other Secured Party or such Participant, in excess of FiveHundred Thousand Dollars ($500,000.00).
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     **Termination**: The obligations of each of the Facility Guarantors hereundershall remain in full force and effect as to all Liabilities, without regard to any reduction of theLiabilities (other than on account of payments made pursuant to this Guaranty) until the earlier of(a) ten (10) days following the actual receipt by the Administrative Agent at its main office(presently National City Business Credit, Inc., 2300 Crown Colony Drive, Suite 202, Quincy,Massachusetts 02169) of written notice signed by each of the Facility Guarantors of the terminationthereof or (b) the delivery of written notice of termination dated and signed by a duly authorizedofficer of the Agent, which notice of termination includes specific reference to this provision.No termination hereof shall affect any Liability in existence or outstanding ten (10) daysfollowing the date of such actual receipt or delivery (including, without limitation, those whichare contingent or not then due and those which arise out of any check, draft, item, or paper whichwas made, executed, or drawn prior to the expiration of such ten (10) days, even if received by theAgent thereafter) nor any which arises out of any continuing commitment or obligation of theSecured Parties to provide loans, advances, and financial accommodations to or for the account ofthe Borrower, nor any obligation of any of the Facility Guarantors hereunder, including, withoutlimitation, any which by its terms includes any of the Liabilities of a contingent nature(including, without limitation, the indemnification provided for herein). This Guaranty shallcontinue to be effective or, if previously terminated, shall be automatically reinstated, withoutany further action, if at any time any payment made or value received with respect to a Liabilityis rescinded or must otherwise be returned by the Secured Parties upon the insolvency, bankruptcyor reorganization of any of the Facility Guarantors, or otherwise, all as though such payment hadnot been made or value received.     **Miscellaneous**: Each of the Facility Guarantors represents and certifiesthat, prior to the execution of this Guaranty, that Person had carefully read and reviewed all ofthe provisions of this Guaranty and had been afforded an opportunity to consult with counselindependently selected by that Person. Each of the Facility Guarantors further represents andcertifies that such Person has freely and willingly executed this Guaranty with full appreciationof the legal effect of this Guaranty. Each of the Facility Guarantors recognizes that the titles tothe paragraphs of the within Guaranty are for ease of reference; are not part of this Guaranty; anddo not alter or affect the substantive provisions hereof.     **Waiver of Jury Trial**: Each of the Facility Guarantors makes the followingwaiver knowingly, voluntarily, and intentionally, and understands that the Agent and each otherSecured Party, in the establishment and maintenance of their relationship with the Borrower andeach of the Facility Guarantors, is relying thereon. EACH OF THE FACILITY GUARANTORS ***WAIVES***THERIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR ANY OTHER SECUREDPARTY IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENTOR ANY OTHER SECURED PARTY OR IN WHICH THE AGENT OR ANY OTHER SECURED PARTY IS JOINED AS A PARTYLITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGSTOR BETWEEN ANY OF THE FACILITY GUARANTORS, THE BORROWER, OR ANY OTHER PERSON, AND THE AGENT ANDEACH OTHER SECURED PARTY LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE ORCONTROVERSY.
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**[REMAINDER OF PAGE INTENTIONALLY BLANK]**
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     IN WITNESS WHEREOF, the Facility Guarantors have duly executed this Guaranty under seal as ofthe day and year first above written.       **FACILITY GUARANTORS**: RETAIL VENTURES, INC.           By:      Name:  James A. McGrady    Title: Executive Vice President, Chief FinancialOfficer, Treasurer and Secretary           RETAIL VENTURES SERVICES, INC.           By:             Name: James A. McGrady    Title: Executive Vice President, Chief FinancialOfficer, Treasurer and Secretary           RETAIL VENTURES IMPORTS, INC.           By:             Name: James A. McGrady    Title: Executive Vice President, Chief FinancialOfficer, Treasurer and Secretary           RETAIL VENTURES LICENSING, INC.           By:             Name: James A. McGrady    Title: Executive Vice President, Chief FinancialOfficer, Treasurer and Secretary  Signature Page to Guaranty
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**SCHEDULEI***Facility GuarantorsRetail Ventures, Inc.