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                                                                      EXHIBIT 11

Adopted: June 27, 1994



                         FABRI-CENTERS OF AMERICA, INC.

                            EXECUTIVE INCENTIVE PLAN

1.       Purpose of the Plan

                  The purpose of this Executive Incentive Plan (the "Plan") is
         to further the growth of Fabri-Centers of America, Inc. by offering
         incentives in addition to current cash compensation to those executive
         officers and senior management personnel of the Company who will have
         significant responsibility for such growth.

2.       Definitions

                  (a) The "Company" means Fabri-Centers of America, Inc., an
         Ohio corporation, and its Subsidiaries, together with their successors.

                  (b) "Subsidiary" means any corporation the majority of the
         outstanding voting stock of which is owned, directly or indirectly, by
         the Company.

                  (c) "Committee" means the Committee of the Company's Board of
         Directors appointed to administer the Plan in accordance with Section
         4.

                  (d) "Award" means an award of Restricted Stock granted under
         the provisions of the Plan.

                  (e) "Stock" means the shares of Common Stock, without par
         value, of the Company.

                  (f) "Restricted Stock" means the Stock awarded upon the terms
         and conditions and subject to the restrictions set forth in Section 6,
         which restrictions shall lapse at the times set forth in that Section.

                  (g) "Restricted Stock Award" means an award of Restricted
         Stock.

                  (h) "Date of Grant" means the actual date on which the Award
         is made by the Committee.

                  (i) "Plan Year or Years" means a fiscal year or years
         commencing on or after January 30, 1994.

                  (j) "Fair Market Value" shall mean the average of the closing
         market prices of a share of Common Stock of the Company reported in the
         consolidated trading reports for New York Stock Exchange stocks on the
         15 trading days immediately preceding the date in question.

                  (k) "Retirement" means a Termination of Employment by reason
         of an Employee's retirement (other than by reason of disability) after
         he has attained age 65 or pursuant to and in accordance with his
         employer's regular retirement plan applicable to him.


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                  (l) "Total Disability" means inability of an Employee, by
         reason of illness or accident, to perform any and every duty of the
         occupation at which the Employee was employed by the Company when such
         disability commenced. All determinations as to the date and extent of
         disability of any Employee shall be made by the Committee upon the
         basis of such evidence as the Committee deems necessary or desirable.

                  (m) "Termination of Employment" means the time when the
         employee-employer relationship between the Employee and the Company or
         a Subsidiary is terminated for any reason, including, but not limited
         to, a termination by resignation, discharge, death, Total Disability,
         or Retirement, but excluding any such termination where there is a
         simultaneous reemployment by either the Company or a Subsidiary. The
         receipt by an Employee of compensation following the cessation of
         performance of duties as an employee pursuant to a salary continuation,
         severance or similar plan shall not be deemed to continue the
         employee-employer relationship.

                  (n) "Employee" means any person (including any officer)
         employed by the Company, and no Employee shall be excluded because he
         is also a member of the Board of Directors of the Company.

3.       Effective Date of the Plan

                  The effective date of the Plan shall be January 30, 1994, and
         the Plan shall become effective as of that date upon the approval of
         the Company's shareholders.

4.       Administration of the Plan

                  The Plan shall be administered by the Committee, which shall
         consist of not less than three members of the Board of Directors,
         appointed from time to time by, and who shall serve at the pleasure of,
         the Board. No Director who is or has within one year prior to service,
         or during the course of service, on the Committee been granted or
         awarded the right to receive an Award under the Plan or to participate
         in any other discretionary compensation or bonus plan of the Company
         shall serve on the Committee.

                  Subject to the provisions of the Plan, the Committee shall
         have exclusive power to select the Employees who are to participate in
         the Plan, to determine the Award to be granted to each Employee
         selected and to determine the time or times and the conditions subject
         to which any Awards may become payable or any restrictions thereon will
         lapse.

                  Decisions and determinations by the Committee will be final
         and binding upon all persons, including, but not limited to, the
         Company, shareholders, participants in the Plan, and other Employees.
         The Committee shall have the authority to interpret the Plan, to
         establish and revise rules and regulations relating to the Plan, and to
         make any other determinations that it believes necessary or advisable
         for the administration of the Plan.

                  All expenses and liabilities incurred by the Company in the
         administration of the Plan shall be borne by the Company. The Committee
         may, with the approval of the Board of Directors, employ attorneys,
         consultants, accountants, or other persons. The Committee, the Company,
         and its officers and directors shall be entitled to rely upon the
         advice, opinion, or valuations of any such persons. No member of the
         Committee shall be personally liable for any action, determination, or
         interpretation taken or made in good faith with respect to the Plan,
         and all members of the Committee shall be fully protected by the
         Company in respect of any such action, determination, or
         interpretation.

5.       Plan Limitations; Stock Subject to the Plan

                  The number of Common Shares that may be issued or transferred
         under the Plan, in the form of awards of shares of Restricted Stock
         shall not exceed, in the aggregate, 500,000. Any shares of Restricted
         Stock that have been awarded under the Plan but are later forfeited to
         the Company may again be made

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         subject to Awards under the Plan, but only if no dividends have been
         paid thereon. The Stock that may be issued or transferred under the
         Plan may be either authorized but unissued shares or "treasury shares"
         as defined in Section 1701.01(K), of the Ohio General Corporation Law.

6.       Restricted Stock Awards

                  6.1 Grant of Restricted Stock Awards. The Committee may from
         time to time in its absolute discretion select from among the Employees
         those executive officers and other senior management personnel who have
         significant responsibility for the growth of the Company and to whom
         Restricted Stock Awards shall be granted and determine the number of
         shares of Stock to be covered by each Restricted Stock Award.

                  6.2 Award Agreements. Each Restricted Stock Award shall be
         evidenced by a written agreement, executed by the grantee of the
         Restricted Stock Award and the Company, which shall contain such terms
         and conditions as the Committee may require, including, but not limited
         to, an escrow condition.

                  6.3 Restrictions. Stock issued or transferred to a grantee of
         a Restricted Stock Award shall be subject to the following
         restrictions.

                           (a) None of the Restricted Stock may be sold,
                  assigned, disposed of, pledged, hypothecated, or otherwise
                  transferred.

                           (b) All of the Restricted Stock shall be forfeited
                  and shall be returned to the Company and all rights of the
                  grantee to such Restricted Stock shall terminate without any
                  payment of consideration by the Company unless the grantee
                  remains in the continuous employment of the Company for such
                  period as the Committee shall designate in accordance with
                  Section 6.5, except as provided in Sections 6.6 and 6.7. In
                  the event of forfeiture of the Restricted Stock, the grantee
                  shall forthwith deliver to the Company the certificate or
                  certificates representing such Restricted Stock, accompanied
                  by executed instruments of transfer, or, if the Restricted
                  Stock is held in escrow, the Company shall be entitled to have
                  the certificates representing the Restricted Stock redelivered
                  to it out of the escrow.

                           (c) The maximum number of shares of Restricted Stock
                  which may be granted to any Employee during any calendar year
                  shall not exceed 100,000 shares.

                  6.4 Rights As a Shareholder. Upon delivery of the Restricted
         Stock to the grantee (or to the escrow holder, if any) as a Restricted
         Stock Award, such grantee shall (except as set forth in Section 6.3)
         have all of the rights of a shareholder with respect to the Restricted
         Stock, including the right to vote the shares of Restricted Stock and
         receive all dividends or other distributions paid or made with respect
         to the Restricted Stock except that any securities received as a result
         of any such dividend or distribution shall be subject to the same
         restrictions.

                  6.5 Lapse of Restrictions. The restrictions set forth in
         Section 6.3 shall lapse at such time or times as the Committee, in its
         sole discretion, shall designate at the time of grant of the Restricted
         Stock Award, which time or times, however, shall be not less than four
         years and not more than five years after the date of the Award.

                  6.6 Lapse on Death, Total Disability, or Retirement. In the
         event that the employment of a grantee of a Restricted Stock Award is
         terminated prior to the lapse of the restrictions on his Restricted
         Stock by reason of death, Total Disability, or Retirement, the
         restrictions shall lapse on the date of such termination as to the
         number of full shares of Restricted Stock determined by multiplying the
         total number of shares of Stock subject to each Restricted Stock Award
         by a fraction, the numerator of which shall be the number of full
         calendar months between the date of grant of such Restricted Stock
         Award and the date of

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         Termination of Employment and the denominator of which shall be the
         number of full calendar months between the date of grant of such
         Restricted Stock Award and the date on which the restrictions would,
         but for such termination, have lapsed. Shares of Restricted Stock as to
         which restrictions have not so lapsed shall be forfeited and returned
         to the Company as provided in Section 6.3.

                  6.7 Lapse at Discretion of the Committee. The Committee shall
         have the authority to accelerate the time at which the restrictions
         will lapse or to remove any of such restrictions whenever it may decide
         in its absolute discretion that, by reason of changes in applicable tax
         or other laws or other changes in circumstances arising after the date
         of the Award, including, but not limited to, an offer by a person other
         than the Company to purchase or otherwise acquire 25% or more of the
         total number of outstanding shares of Stock, such action is in the best
         interest of the Company and equitable to the Employee, his heirs, or
         designated beneficiaries.

7.       Dilution and Other Adjustments

                  In the event of any change in the outstanding shares of Stock
         by reason of any stock dividend or split, recapitalization, merger,
         consolidation, spinoff, reorganization, combination or exchange of
         shares, or other similar corporate change, the Committee shall make
         such adjustments, if any, as it in its sole discretion deems equitable
         in the aggregate number or kind of shares of Stock that may be awarded
         as Restricted Stock such adjustments to be conclusive and binding upon
         all parties concerned.

8.       Acquisition for Investment

                  Each Employee to whom a distribution of Stock is made pursuant
         to the Plan may be required by the Company to furnish a representation
         that he is acquiring the shares so distributed as an investment and not
         with a view to distribution thereof if the Committee shall, in its sole
         discretion, determine that such representation is required to insure
         that resale or other disposition of the shares would not involve a
         violation of the provision of the Securities Act of 1933, as amended,
         or of applicable state blue sky laws. Any investment representation so
         furnished shall no longer apply at any time such representation is no
         longer necessary for such purposes. The Company also reserves the right
         to place any legend or other symbol on the share certificates issued or
         transferred pursuant to the Plan and to furnish any stop transfer or
         similar instructions to the transfer agent for its Common Stock or
         other shares which the Company, in its sole discretion, may deem
         necessary and proper to assure compliance with any such representation.

9.       Compliance with Securities and Exchange Commission Requirements

                  No certificate for shares of Stock distributed pursuant to the
         Plan shall be executed and delivered until the Company shall have taken
         such action, if any, as is then required to comply with the provisions
         of the Securities Act of 1933, as amended, the Securities Exchange Act
         of 1934, as amended, the Ohio Securities Act, as amended, any other
         applicable state blue sky laws, and the requirements of any exchange on
         which the Stock may, at the time, be listed.

10.      Withholding Tax Election

                  The Committee, in its discretion and subject to such rules as
         the Committee may adopt, may permit a participant to satisfy, in whole
         or in part, any withholding tax obligation that may arise in connection
         with the lapse of restrictions hereunder by having the Company retain a
         portion of the Common Stock subject to the award, with a Fair Market
         Value equal to the amount of the withholding tax obligation. The Fair
         Market Value of the Common Stock to be retained shall be determined as
         of the date immediately preceding the date on which the amount of the
         withholding tax obligation is determined.

11.      Designation of Beneficiary



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                  An Employee may, with the consent of the Committee, designate
         a person or persons to receive, in the event of his death, any Stock to
         which he would then be entitled. Such designation shall be made upon
         forms supplied by and delivered to the Company and may be revoked in
         writing. If an Employee fails effectively to designate a beneficiary,
         then his estate shall be deemed to be his beneficiary.

                  There shall be deducted from each distribution under the Plan
         the amount of any tax required by any governmental authority to be
         withheld and paid over by the Company to such governmental authority
         for the account of the person entitled to such distribution. With
         respect to any distribution of Stock, the Company shall have the right
         to sell without notice, such number of shares of Stock distributable to
         the person entitled to such distribution as will provide funds for
         payment of any tax so required to be paid by the Company for his
         account, unless, prior to such sale, he shall have paid to the Company
         the amount of such tax. Any balance of the proceeds of such sale shall
         be paid to such person. In effecting any such sale, the Company shall
         be deemed to be acting on behalf, and for the account, of such person.

12.      Employment

                  Awards shall be made to Employees under the Plan only in
         consideration of services performed for the Company or for its benefit.
         Nothing in the Plan or in any Award shall confer upon any Employee the
         right to continue in the employ of the Company or shall interfere with
         or restrict in any way the rights of the Company to discharge any
         Employee at any time for any reason whatsoever, with or without cause.

13.      Effect Upon Other Plans

                  The adoption of the Plan shall not affect any stock option or
         other compensation or incentive plan in effect for the Company or any
         subsidiary, and the Plan shall not preclude the Board of Directors from
         establishing any other forms of incentive or compensation for
         Employees.

14.      Amendment of the Plan

                  The Board of Directors may at any time and from time to time
         modify or amend the Plan in any respect, except that without
         shareholder approval the Board of Directors may not increase the
         maximum number of shares of Stock to be issued or transferred under the
         Plan, extend the period during which Awards may be granted, or
         materially modify the requirements as to eligibility for participation
         in the Plan. Any modification or amendment of the Plan shall not,
         without the consent of an Employee, affect his rights under an Award
         previously granted to him.

15.      Termination of the Plan

                  The right to grant Awards under the Plan shall terminate
         automatically at the close of business on January 31, 2004, or upon the
         granting of Awards equaling the maximum numbers set forth in Section 5
         hereof, whichever shall first occur, and, thereafter, the function of
         the Committee will be limited to the administration of Awards
         previously granted, subject to additional shares of Stock becoming
         available for Award by reason of forfeitures or terminations of earlier
         Awards prior to January 31, 2004. In addition, the Board of Directors
         shall have the right to suspend or terminate the Plan at any time or
         from time to time provided that no such action shall, without the
         consent of the Employee, adversely affect any rights or obligations
         under Awards previously granted.