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                                  AGREEMENT

          THIS AMENDED AND RESTATED AGREEMENT (this "Agreement"), dated 
September 26, 1997, among FABRI-CENTERS OF AMERICA, INC., an Ohio corporation 
(the "Company"), BETTY ROSSKAMM, ("Betty Rosskamm") and JUSTIN ZIMMERMAN and 
ALMA ZIMMERMAN ("Justin and Alma Zimmerman"), amends and restates that 
certain Agreement among the Company, Martin and Betty Rosskamm and Justin and 
Alma Zimmerman dated June 2, 1987 relating to the sale or other disposition 
of shares of Common Stock, without par value, of the Company then owned or 
thereafter acquired by Betty Rosskamm or Justin and Alma Zimmerman (the 
"Shares").

          IN CONSIDERATION OF good and valuable consideration, the adequacy of 
which is hereby acknowledged, the parties agree as follows:

          1.   THE SHARES.  Except as provided in Section 10, the Shares 
covered by this Agreement shall be limited to those common shares owned on 
June 2, 1987 or thereafter acquired by Betty Rosskamm or Justin or Alma 
Zimmerman and which were reclassified on August 2, 1995 as Class A voting 
shares of Common Stock, without par value.

          2.   PERMITTED TRANSFERS.

          (a)  DEFINITIONS.  For purposes of this Section 2 and the remaining 
provisions of this Agreement the following terms shall have the following 
meanings:

          (1)  "Rosskamms" shall refer to Betty Rosskamm, the lineal 
     descendants from time to time living of Betty Rosskamm, the spouse of any 
     lineal descendent of

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     Betty Rosskamm, and the executor, administrator or personal 
     representative of any of the foregoing persons.

          (2)  "Zimmermans" shall refer to Justin and Alma Zimmerman, the 
     lineal decedents from time to time living of Justin and Alma Zimmerman, 
     the spouse of any lineal decedent of Justin and Alma Zimmerman, and the 
     executor, administrator or personal representative of any of the foregoing 
     persons.

          (3)  "Permitted Holder" shall refer to (i) any of the Rosskamms or 
     Zimmermans, (ii) a trustee of a trust all of the beneficial interests of 
     which are held by one or more of the Rosskamms or Zimmermans, and (iii) a 
     general or limited partnership, limited liability company, corporation or 
     other entity all of the equity and voting interests of which are held by 
     or for the benefit of one or more of the Rosskamms or Zimmermans or a 
     Permitted Holder. For purposes of Section 3, a Permitted Holder described 
     in clause (iii) of the preceding sentence shall be deemed to have disposed 
     of all Shares held by such Permitted Holder if a person, other than a 
     Permitted Holder, directly holds an equity interest or has the right to 
     vote a voting interest of such Permitted Holder.

          (b)  SALES OF LIMITED NUMBER OF SHARES.  All of the Rosskamms and 
their Permitted Holders, in the aggregate on the one hand, and all of the 
Zimmermans and their Permitted Holders, in the aggregate on the other hand, 
are free to sell up


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to 200,000 Shares (as adjusted for stock splits, stock dividends or similar 
recapitalization) in each calendar year during the term of this Agreement, 
but not more than 100,000 shares may be sold in any 180-day period. Any 
purchasers of Shares sold under this Section 2(b) will take and hold the 
Shares free of the right of first refusal in Section 3.

          (c)  CHARITABLE CONTRIBUTIONS.  The Rosskamms and their Permitted 
Holders and the Zimmermans and their Permitted Holders are each entitled from 
time to time to make gifts of Shares that qualify as charitable contributions 
for federal income tax purposes, provided that the aggregate market prices, 
at the time of the respective gifts, of the Shares given by any of them 
during any calendar year during the term of this Agreement does not exceed 
$250,000, which amount shall be increased by 5% annually on January 1 of every 
year this Agreement is in effect over the amount applicable to the 
immediately preceding year. Any recipients of Shares given under this Section 
2(c) will take and hold the Shares free of the right of first refusal in 
Section 3.

          (d)  TRANSFERS TO A PERMITTED HOLDER.  Any Permitted Holder is 
entitled from time to time to transfer an unlimited number of Shares to any 
other Permitted Holder. Any Permitted Holder who receives Shares under this 
Section 2(d) will take and hold the Shares subject to the right of first 
refusal in Section 3.

          (e)  TRANSFERS BY ESTATE TO RECIPIENTS OTHER THAN A PERMITTED 
HOLDER.  The Rosskamms and their Permitted Holders and the Zimmermans and 
their Permitted Holders are each entitled


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from time to time to give, bequeath, or transfer by testate or intestate 
succession an unlimited number of Shares to any Permitted Holder. An 
executor, administrator, or personal representative who receives Shares as 
part of the estate of any of the foregoing persons, whether by testate or 
intestate succession, is entitled to transfer the Shares to any Permitted 
Holder. Any Permitted Holder who receives Shares under this Section 2(e) will 
take and hold the Shares subject to the right of first refusal in Section 3. 
An executor, administrator, or personal representative who receives Shares as 
part of the estate of any of the Rosskamms, their Permitted Holders or any of 
the Zimmermans or their Permitted Holders, whether by testate or intestate 
succession, may transfer the Shares to recipients other than a Permitted 
Holder only after the proper parties are afforded the right of first refusal 
set forth in Section 3.

          (f)  SALE TO THE ZIMMERMANS OR THE COMPANY.  Any of the Rosskamms 
or their Permitted Holders, or any charity receiving Shares as provided in 
Section 2(c), is entitled from time to time to sell an unlimited number of 
Shares to the Zimmermans or, with the consent of either Justin or Alma 
Zimmerman (or, if both are then deceased or otherwise incapable of providing 
such consent, the oldest then living lineal descendent of Justin and Alma 
Zimmerman), to the Company at prices and on other terms negotiated by the 
parties. The Zimmermans or the Company will take and hold any Shares 
purchased under this Section 2(f) free of the right of first refusal in 
Section 3.


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          (g)  SALE TO THE ROSSKAMMS OR THE COMPANY.  Any of the Zimmermans 
or their Permitted Holders, or any charity receiving Shares as provided in 
Section 2(c), is entitled from time to time to sell an unlimited number of 
Shares to the Rosskamms or, with the consent of Betty Rosskamm (or, if she is 
then deceased or otherwise incapable of providing such consent, the oldest 
then living lineal descendent of Betty Rosskamm), to the Company at prices 
and on other terms negotiated by the parties. The Rosskamms and the Company 
will take and hold any shares purchased under this Section 2(g) free of the 
right of first refusal in Section 3.

          3.   RIGHT OF FIRST REFUSAL.  Except for transfers expressly 
permitted under Section 2, Justin and Alma Zimmerman and the Company will 
have a right of first refusal, upon the terms and conditions set forth in 
this Section 3, with respect to any disposition, whether voluntary or by 
operation of law, of Shares by the Rosskamms or their Permitted Holders, and 
conversely, Betty Rosskamm and the Company will have a right of first 
refusal, upon the terms and conditions set forth in this Section 3, with 
respect to any disposition, whether voluntary or by operation of law, of 
Shares by the Zimmermans or their Permitted Holders. In each case the party 
proposing to dispose of shares is the "Transferor," and the party holding the 
right of first refusal is the "Offeree."

          (a)  NOTICE OF PROPOSED DISPOSITION.  Whenever a Transferor 
proposes to dispose of all or part of his or her Shares (except for transfers 
expressly permitted under Section 2), he or she must offer the Shares to the 
Offeree and


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the Company, in writing, setting forth the number of Shares to be disposed 
of, and the nature of the proposed disposition.

          (b)  EXERCISE OF RIGHT; PURCHASE PRICE AND TERMS.  For a period of 
20 days after delivery of the notice of the proposed disposition, the Offeree 
will have the right to purchase all or any portion of the Shares to be 
disposed of, and the Company will have the right to purchase any of the 
Shares that the Offeree elects not to purchase; however, the right of the 
Offeree and the Company to purchase these Shares is conditioned upon the 
purchase, by the Offeree, the Company, or both, of all (but not less than 
all) of the Shares to be disposed of. The purchase price will be the Market 
Price of the Shares, as defined in Section 4, payable in cash upon completion 
of the purchase. The Offeree or the Company must deliver written notice to 
the Transferor of the election to exercise the right of first refusal within 
the 20-day period, and the purchase of the Shares must be completed within 30 
days after this notice is delivered.

          (c)  FAILURE TO EXERCISE; COMPLETION OF PROPOSED DISPOSITION.  If 
the Offeree or the Company do not exercise the right of first refusal and 
purchase the Shares in accordance with Section 3(b), the Transferor may 
dispose of the Shares, provided, however, that the proposed disposition must 
be completed within 60 days after the expiration of the 20-day period within 
which the Offeree and the Company were entitled to exercise the right of 
first refusal. Upon compliance with all of the requirements of this Section 
3, including the completion of the disposition within the 60-day period, the 
purchaser or recipient may acquire the Shares free of the restrictions set 
forth in this Agreement,


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including the right of first refusal in this Section 3. If the proposed 
disposition is not completed within the 60-day period or any of the other 
requirements of this Section 3 are not met or waived in writing by the 
Offeree and the Company, the disposition may not be completed and the Shares 
will remain subject to the restrictions set forth in this Agreement, but the 
Transferor may at any time give a new notice of proposed disposition.

          4.   MARKET PRICE.  The "Market Price" of the Shares will be an 
amount equal to the product obtained by multiplying the number of Shares to 
be purchased times the average, over the period of 20 consecutive days on 
which trading in Class A voting Common Shares, without par value, of the 
Company is reported ending 10 calendar days prior to the date on which the 
Rosskamms or Zimmermans or the Company deliver notice of the exercise of the 
right (the "20 trading days"), of: (i) the closing price of such shares on 
each of the 20 trading days as reported by the National Association of 
Securities Dealers and Instinet for New York Stock Exchange Composite 
Transactions, or (ii), if such shares are no longer traded on a national 
securities exchange but are traded in the NASDAQ over-the-counter markets for 
national market issues, the last sales price of such shares on each of the 20 
trading days as quoted in the NASDAQ National Market System, or (iii), if 
such shares are not traded on a national securities exchange or in the NASDAQ 
over-the-counter markets for national market issues, the mean between the 
representative bid and asked prices for such shares on each of the 20 trading 
days as quoted in NASDAQ or another generally recognized reporting system.


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          5.   BINDING EFFECT; EXECUTION OF COUNTERPARTS BY RECIPIENTS; 
ENFORCEMENT.  This Agreement will bind the Company, its successors and 
assigns, and the Zimmermans, the Rosskamms, and any Permitted Holder, and 
their successors, assigns, executors, administrators, and personal 
representatives. The Rosskamms, Zimmermans or the Company may, in their or 
its discretion, require any Permitted Holder, as a condition to the transfer 
of any Shares to the Permitted Holder, to sign a counterpart of this 
Agreement or other instrument to confirm that the Permitted Holder will take 
and hold the Shares subject to the right of first refusal in Section 3. The 
failure by any Permitted Holder to sign a counterpart of this Agreement or 
other instrument will not, however, relieve the Permitted Holder of his, her 
or its obligation to comply with Section 3. The Rosskamms and Zimmermans will 
monitor and keep track of sales permitted under Section 2(b). This Agreement 
is for the benefit of and may be enforced by the Company, the Rosskamms, the 
Zimmermans, and any Permitted Holder and the successors, assigns, executors, 
administrators, and personal representatives of any of the foregoing persons.

          6.   LEGEND ON SHARES.  As soon as practicable following the 
execution of this Agreement, Betty Rosskamm and Justin and Alma Zimmerman 
will deliver to Harris Trust and Savings Bank, as transfer agent, 
certificates for all of the Class A voting Common Shares owned by them. The 
transfer agent will promptly return the certificates to the respective 
shareholders with the following legend inscribed on them:


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                     The sale or other disposition of 
                     the shares represented by this 
                     certificate is subject to 
                     restrictions set forth in an 
                     Amended Agreement, dated 
                     _______________, 1997, among Fabri- 
                     Centers of America, Inc., Betty 
                     Rosskamm, Justin Zimmerman, and 
                     Alma Zimmerman. Certain 
                     transferees of these shares will 
                     take and hold the shares subject to 
                     the restrictions set forth in the 
                     Agreement. Fabri-Centers of 
                     America, Inc. will mail to the 
                     shareholder a copy of this 
                     Agreement without charge within 
                     five days after receipt of written 
                     request therefor.

In addition, the Rosskamms consent to the placing of this legend on (i) 
certificates issued to them for any Shares acquired by them after the date of 
this Agreement and (ii) certificates for any Shares issued to a Permitted 
Holder.

          7.   NOTICES.  Any notices or other communications required or 
permitted to be delivered under this Agreement will be deemed to be delivered 
when hand delivered or received by the addressee through the United States 
mail (registered or certified mail, return receipt requested) and addressed 
as follows:

        (i)  To the Company at 5555 Darrow Road, Hudson, Ohio 44256.

       (ii)  To Betty Rosskamm at 5200 Three Village Drive, Apt. 2, J-K, 
             Lyndhurst, Ohio 44124 or at the address of any then current 
             residence known to the Company or the Zimmermans.

      (iii)  To Justin Zimmerman or Alma Zimmerman at 2688 Sulgrave Road, 
             Shaker Heights, Ohio 44122 or at the address of any then current 
             residence known to the Company or the Rosskamms.

Any part may change the address to which notices are to be given by notifying 
the other parties of the change.


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          8.   TERM.  The term of this Agreement will extend from the date 
first written above to the date fifteen years after the death of Betty 
Rosskamm, or if earlier, fifteen years after the death of the survivor of 
Justin and Alma Zimmerman.

          9.   MISCELLANEOUS.  The rights of any party under this Agreement 
may not be assigned without the prior written consent of all of the other 
parties. This Agreement will be interpreted and enforced in accordance with 
the laws of the State of Ohio; constitutes the entire agreement among the 
parties on its subject matter; may be executed in two or more counterparts; 
and may be amended only in writing signed by all of the parties.

          10.  CLASS B NON-VOTING COMMON SHARES.  The parties recognize that 
excessive sales of Shares, whether Class A voting shares or Class B 
non-voting shares, by the Rosskamms or the Zimmermans might adversely affect 
the market for the publicly traded Shares. Accordingly, the parties intend 
that not more than 100,000 Class B non-voting Shares be sold in any 60-day 
period by the Rosskamms or the Zimmermans. If either the Rosskamms or the 
Zimmermans, or any one of them, should conclude that it is necessary for any 
reason to sell more than 100,000 such Shares in any 60-day period, then the 
Company, but only the Company, shall have the right of first refusal to 
purchase the number of such Shares proposed to be sold in excess of 100,000 
as provided in Section 3 and at a price established as provided in Section 4
(except that for the purpose of this Section, the phrase Class A voting 
Common Shares shall be changed to read Class B non-voting Common Shares). 
Except as otherwise provided in this Section, the Rosskamms and the 
Zimmermans may freely


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dispose of their respective Class B non-voting Shares and without regard to 
this Agreement.

          IN WITNESS WHEREOF, the parties have signed this Agreement on the 
date first written above.

FABRI-CENTERS OF AMERICA, INC.




By       /s/ Illegible                        /s/ Justin Zimmerman
  --------------------------------     --------------------------------
  Title:  CFO                          Justin Zimmerman




        /s/ Betty Rosskamm                     /s/ Alma Zimmerman
----------------------------------     ----------------------------------
Betty Rosskamm                         Alma Zimmerman