EXHIBIT 10.21
                        PERSONAL AND CONFIDENTIAL
                         


                                                              July 12, 1995



Mr. James Ferstl
1212 East Cole Ave.
Fresno, California 93720

Dear Jim,

     Venture Stores, Inc. (the "Company") considers it essential
to the best interests of its shareowners to foster the continuous
employment of key management personnel.  In this connection, the
Board of Directors of the Company (the "Board") recognizes that,
as is the case with many publicly held corporations, the
possibility of a change in control of the Company may exist and
that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or
distraction of management personnel to the detriment of the
Company and its shareowners.

     The Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including
yourself, to their assigned duties without distraction in the
face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company.

     In order to induce you to remain in the employ of the
Company, the Company agrees that you shall receive the severance
benefits set forth in this letter agreement (the "Agreement") in
the event your employment with the Company is terminated under
the circumstances described below subsequent to a "change in con-
trol of the Company" (as defined in Section 2).

     1.   Term of Agreement.  This Agreement shall commence on
the date hereof, and shall continue in effect through April 30,
1996, provided, however, that commencing on the following May 1,
and each May 1 thereafter, the term of this Agreement shall auto-
matically be extended for one (1) additional year unless, not
later than the immediately preceding March 1, the Company shall
have given notice that it does not wish to extend this Agreement; 
provided, further that this Agreement shall automatically
terminate if, before a change in control or a potential change of
control of the Company,  you cease to be employed as an executive
vice president of the Company; and provided, further, that if a
change in control or a potential change of control of the
Company, as defined in Section 2, shall have occurred during the
original or extended term of this Agreement, this Agreement shall
continue in effect for a period of not less than thirty-six (36)
months beyond the end of the month in which such change in con-
trol or  potential change of control occurred.

     2.   Change in Control; Potential Change in Control.

     (i)  No benefits shall be payable hereunder unless there
shall have been a change in control of the Company, as set forth
below.  For purposes of this Agreement, a "change in control of
the Company" shall be deemed to have occurred on the earliest to
occur of any of the following:

          (a)  any "person," as such term is used in Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act") (other than the Company, any
     trustee or other fiduciary holding securities under an
     employee benefit plan of the Company, or any company owned,
     directly or indirectly, by the shareowners of the Company in
     substantially the same proportions as their ownership of
     stock of the Company), is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly
     or indirectly, of securities of the Company representing
     fifty percent (50%) or more of the combined voting power of
     the Company's then outstanding securities;

          (b)  during any period of two (2) consecutive years,
     (not including any period prior to the execution of this
     Agreement), individuals who at the beginning of such period
     constitute the Board, and any new director (other than a
     director designated by a person who has entered into an
     agreement with the Company to effect a transaction described
     in clause (a), (c) or (d) of this Section) whose election by
     the Board or nomination for election by the Company's share-
     owners was approved by a vote of at least two-thirds of the
     directors then still in office who either were directors at
     the beginning of the period or whose election or nomination
     for election was previously so approved cease for any reason
     to constitute at least a majority thereof;

          (c)  the shareowners of the Company approve a merger or
     consolidation of the Company with any other company, other
     than (1) a merger or consolidation which would result in the
     voting securities of the Company outstanding immediately
     prior thereto continuing to represent (either by remaining
     outstanding or by being converted into voting securities of
     the surviving entity) more than 50% of the combined voting
     power of the voting securities of the Company or such
     surviving entity outstanding immediately after such merger
     or consolidation or (2) a merger or consolidation effected
     to implement a recapitalization of the Company (or similar
     transaction) in which no "person" (as hereinabove defined)
     acquires more than 50% of the combined voting power of the
     Company's then outstanding securities; or

          (d)  the shareowners of the Company approve a plan of
     complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of (in one transaction or
     a series of transactions) all or substantially all of the
     Company's assets.

     (ii) For purposes of this Agreement, a "potential change in
control of the Company" shall be deemed to have occurred if:

          (a)  the Company enters in an agreement, the consum-
     mation of which would result in the occurrence of a change
     in control of the Company;

          (b)  any person (including the Company) publicly
     announces an intention to take or to consider taking actions
     which if consummated would constitute a change in control of
     the Company;

          (c)  any person, other than a trustee or other fidu-
     ciary holding securities under an employee benefit plan of
     the Company (or a Company owned, directly or indirectly, by
     the shareowners of the Company in substantially the same
     proportions as their ownership of stock of the Company), who
     is or becomes the beneficial owner, directly or indirectly,
     of securities of the Company representing 9.5% or more of
     the combined voting power of the Company's then outstanding
     securities, increases his beneficial ownership of such
     securities by 5% or more over the percentage so owned by
     such person on the date hereof; or

          (d)  the Board adopts a resolution to the effect that,
     for purposes of this Agreement, a potential change in
     control of the Company has occurred.

     (iii)  You agree that, subject to the terms and conditions
of this Agreement, in the event of a potential change in control
of the Company, you will remain in the employ of the Company
until the earliest of (a) a date which is 180 days from the
occurrence of such potential change in control of the Company,
(b) the termination by you of your employment by reason of
Disability as defined in Subsection 3(ii), or (c) the date on
which you first become entitled under this Agreement to receive
the benefits provided in Section 4(iii) below.

     3.   Termination Following Change in Control.

          (i)  General.  If any of the events described in Sec-
tion 2 constituting a change in control of the Company shall have
occurred, you shall be entitled to the benefits provided in Sec-
tion 4(iii) upon the subsequent termination of your employment
during the term of this Agreement unless such termination is (a)
because of your death or Disability, (b) by the Company for
Cause, or (c) by you other than for Good Reason.  In the event
your employment with the Company is terminated for any reason and
subsequently a change in control of the Company should have
occurred, you shall not be entitled to any benefits hereunder.

          (ii) Disability.  If, as a result of your incapacity
due to physical or mental illness, you shall have been absent
from the full-time performance of your duties with the Company
for six consecutive months, and within 30 days after written
notice of termination is given you shall not have returned to the
full-time performance of your duties, your employment may be
terminated for "Disability."

          (iii)     Cause.  Termination by the Company of your
employment for "Cause" shall mean termination (a) upon the will-
ful and continued failure by you to substantially perform your
duties with the Company (other than any such failure resulting
from your incapacity due to physical or mental illness or any
such actual or anticipated failure after the issuance of a Notice
of Termination (as defined in Subsection 3(v)) by you for Good
Reason (as defined in Subsection 3(iv)), after a written demand
for substantial performance is delivered to you by the Board,
which demand specifically identifies the manner in which the
Board believes that you have not substantially performed your
duties, or (b) the willful engaging by you in conduct which is
demonstrably and materially injurious to the Company, monetarily
or otherwise.  For purposes of this Subsection, no act, or fail-
ure to act, on your part shall be deemed "willful" unless done,
or omitted to be done, by you not in good faith and without
reasonable belief that your action or omission was in the best
interest of the Company.  Notwithstanding the foregoing, you
shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to you a copy of a resolu-
tion duly adopted by the affirmative vote of not less than three-
quarters of the entire membership of the Board at a meeting of
the Board (after reasonable notice to you and an opportunity for
you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were
guilty of conduct set forth above in this Subsection and specify-
ing the particulars thereof in detail.

          (iv) Good Reason.  You shall be entitled to terminate
your employment for Good Reason.  For purposes of this Agreement,
"Good Reason" shall mean, (1) during the 180-day period following
a change in control of the Company, a good faith determination by
you that as a result of such change in control you are not able
to discharge your duties effectively or (2) without your express
written consent, the occurrence after a change in control of the
Company of any of the following circumstances unless, in the case
of paragraphs (a), (b), (e), (f), (g) or (h), such circumstances
are fully corrected (effective retroactive to and including the
date on which such circumstance first occurred) prior to the Date
of Termination (as defined in Section 3(vi)) specified in the
Notice of Termination (as defined in Section 3(v)) given in
respect thereof:

          (a)  the assignment to you of any duties inconsistent
     with the position in the Company that you held immediately
     prior to the change in control of the Company, or a signi-
     ficant adverse alteration in the nature or status of your
     responsibilities or the conditions of your employment from
     those in effect immediately prior to such change in control;

          (b)  a reduction by the Company in your annual base
     salary, bonus opportunity or benefits as in effect on the
     date hereof or as the same may be increased from time to
     time except for across-the-board salary, bonus opportunity
     or benefit reductions similarly affecting all management
     personnel of the Company and all management personnel of any
     person whose actions result in a change in control of the
     Company and of any person affiliated with the Company or
     such person;

          (c)  the relocation of the Company's offices at which
     you are principally employed immediately prior to the date
     of the change in control of the Company (your "base
     location") to a location more than 35 miles from such
     location, or the Company's requiring you to be based
     anywhere other than the Company's offices at your base
     location except for required travel on the Company's
     business to an extent substantially consistent with your
     business travel obligations immediately prior to the date of
     the change of control of the Company;

          (d)  the failure by the Company to pay to you any
     portion of your current compensation or to pay to you any
     portion of an installment of deferred compensation under any
     deferred compensation program of the Company within seven
     (7) days of the date such compensation is due;

          (e)  the failure by the Company to continue in effect
     any material compensation or benefit plan in which you
     participate immediately prior to the change in control of
     the Company, unless an equitable arrangement (embodied in an
     ongoing substitute or alternative plan) has been made with
     respect to such plan, or the failure by the Company to
     continue your participation therein (or in such substitute
     or alternative plan) on a basis not materially less
     favorable, both in terms of the amount of benefits provided
     and the level of your participation relative to other
     participants, as existed at the time of the change in
     control of the Company except any such failure resulting
     from an across-the-board reduction in all material
     compensation or benefit plans similarly affecting all
     management personnel of the Company and all management
     personnel of any person whose actions result in a change in
     control of the Company and of any person affiliated with the
     Company or such person;

          (f)  the failure by the Company to continue to provide
     you with benefits substantially similar to those enjoyed by
     you under any of the Company's life insurance, medical,
     dental, accident or disability plans in which you were
     participating at the time of the change in control of the
     Company, the taking of any action by the Company which would
     directly or indirectly materially reduce any of such
     benefits to you or the failure by the Company to provide you
     with the number of paid vacation days to which you are
     entitled on the basis of years of service with the Company
     in accordance with the Company's normal vacation policy in
     effect at the time of the change in control of the Company
     excepting any such failure resulting from an across-the-
     board reduction in all such benefits similarly affecting all
     management personnel of the Company and all management
     personnel of any person whose actions result in a change in
     control of the Company and of any person affiliated with the
     Company or such person;

          (g)  the failure of the Company to obtain a satis-
     factory agreement from any successor to assume and agree to
     perform this Agreement, as contemplated in Section 6 hereof;
     or

          (h)  any purported termination of your employment that
     is not effected pursuant to a Notice of Termination (as
     defined in Section 3(v)) and, if applicable, the require-
     ments of Subsection (iii) hereof, which purported termina-
     tion shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsec-
tion shall not be affected by your incapacity due to physical or
mental illness.  Your continued employment shall not constitute
consent to, or a waiver of rights with respect to, any circum-
stance constituting Good Reason hereunder.

          (v)  Notice of Termination.  Any purported termination
of your employment by the Company or by you shall be communicated
by written Notice of Termination to the other party hereto in
accordance with Section 6.  "Notice of Termination" shall mean a
notice that shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.

          (vi) Date of Termination, Etc.  "Date of Termination"
shall mean (a) if your employment is terminated for Disability,
30 days after Notice of Termination is given (provided that you
shall not have returned to the full-time performance of your
duties during such 30-day period), and (b) if your employment is
terminated pursuant to Subsection (iii) or (iv) hereof or for any
other reason (other than Disability), the date specified in the
Notice of Termination (which, in the case of a termination for
Cause shall not be less than 30 days from the date such Notice of
Termination is given, and in the case of a termination for Good
Reason shall not be less than 15 nor more than 60 days from the
date such Notice of Termination is given); provided, however,
that if within 15 days after any Notice of Termination is given,
or, if later, prior to the Date of Termination (as determined
without regard to this proviso), the party receiving such Notice
of Termination notifies the other party that a dispute exists
concerning the termination, then the Date of Termination shall be
the date on which the dispute is finally determined, either by
mutual written agreement of the parties, by a binding arbitration
award, or by a final judgment, order or decree of a court of com-
petent jurisdiction (which is not appealable or with respect to
which the time for appeal therefrom has expired and no appeal has
been perfected); and provided, further, that the Date of Termina-
tion shall be extended by a notice of dispute only if such notice
is given in good faith and the party giving such notice pursues
the resolution of such dispute with reasonable diligence.  Not-
withstanding the pendency of any such dispute, the Company will
continue to pay you your full compensation in effect when the
notice giving rise to the dispute was given (including, but not
limited to, base salary) and continue you as a participant in all
compensation, benefit and insurance plans in which you were par-
ticipating when the notice giving rise to the dispute was given,
and you shall not be required to render personal services to the
Company during the pendency of any such dispute, until the
dispute is finally resolved in accordance with this Subsection. 
Amounts paid under this Subsection are in addition to all other
amounts due under this Agreement, and shall not be offset against
or reduce any other amounts due under this Agreement and shall
not be reduced by any compensation earned by you as the result of
employment by another employer.

     4.   Compensation Upon Termination or During Disability. 
Following a change in control of the Company, you shall be
entitled to the following benefits during a period of disability,
or upon termination of your employment, as the case may be, pro-
vided that such period or termination occurs during the term of
this Agreement:

          (i)  During any period that you fail to perform your
full-time duties with the Company as a result of incapacity due
to physical or mental illness, you shall continue to receive your
base salary at the rate in effect at the commencement of any such
period, together with all compensation payable to you under the
Company's disability plan or program or other similar plan during
such period, until this Agreement is terminated pursuant to Sec-
tion 3(ii) hereof.  Thereafter, or in the event your employment
shall be terminated by reason of your death, your benefits shall
be determined under the Company's retirement, insurance and other
compensation programs then in effect in accordance with the terms
of such programs. 

          (ii) If your employment shall be terminated by the
Company for Cause or by you other than for Good Reason, the
Company shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termina-
tion is given, plus all other amounts to which you are entitled
under any compensation plan of the Company at the time such pay-
ments are due, and the Company shall have no further obligations
to you under this Agreement.

          (iii)     If your employment by the Company should be
terminated by the Company other than for Cause or Disability or
if you should terminate your employment for Good Reason, you
shall be entitled to the benefits provided below:

          (a)  the Company shall pay to you your full base salary
     through the Date of Termination at the rate in effect at the
     time Notice of Termination is given, no later than the fifth
     day following the Date of Termination, plus all other
     amounts to which you are entitled under any compensation
     plan of the Company, at the time such payments are due;
     provided, however, that no accrued but unpaid vacation pay
     shall be payable after the Date of Termination;

          (b)  in lieu of any further salary payments to you for
     periods subsequent to the Date of Termination, the Company
     shall pay as severance pay to you, at the time specified in
     Subsection (iv), a lump sum severance payment (together with
     the payments provided in paragraphs, (d) and (f) below, the
     aggregate of all such payments being referred to as the
     "Severance Payments") equal to

               (i)  300% of the greater of (A) your annual base
                    salary in effect on the Date of Termination
                    or (B) your annual base salary in effect
                    immediately prior to the change in control of
                    the Company, plus, in either case

               (ii) 300% of your target bonus with respect to the
                    year in which the change in control occurs;

          (c)  [Reserved]

          (d)  if you have attained age 50 but have not attained
     age 55 on the Date of Termination, then for purposes of
     determining benefits under Sections 3.2(c) of the Company's
     Supplementary Retirement Plan, you shall be deemed to be
     entitled to the benefits under Section 3.2(c) of that plan
     if, during the five-year period following the occurrence of
     a change in control of the Company, the Company terminates
     your employment other than for Cause or you terminate your
     employment for Good Reason (it being expressly agreed that
     rights under this Section 4(iii)(d) of this Agreement shall
     survive for the five year period following the occurrence of
     a change of control of the Company);

          (e)  the Company shall pay to you all legal fees and
     expenses incurred by you as a result of such termination
     (including all such fees and expenses, if any, incurred in
     contesting or disputing any such termination or in seeking
     to obtain or enforce any right or benefit provided by this
     Agreement or in connection with any tax audit or proceeding
     to the extent attributable to the application of Section
     4999 of the Code, to any payment or benefit provided here-
     under); and

          (f)  for a thirty-six (36) month period after such
     termination, the Company shall arrange to provide you with
     life and health insurance benefits substantially similar to
     those which you were receiving immediately prior to the
     Notice of Termination.  Notwithstanding the foregoing, the
     Company shall not provide any benefit otherwise receivable
     by you pursuant to this paragraph (f) if an equivalent bene-
     fit is actually received by you during the thirty-six (36)
     month period following your termination, and any such bene-
     fit actually received by you shall be reported to the
     Company.

          (iv) The payments provided for in Subsection (iii)(b)
shall be made not later than the fifth day following the Date of
Termination; provided, however, that if the amount of such
payments cannot be finally determined on or before such day, the
Company shall pay to you on such day an estimate, as determined
in good faith by the Company, of the minimum amount of such
payments and shall pay the remainder of such payments (together
with interest at the rate provided in section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined but in
no event later than the thirtieth day after the Date of
Termination.  In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company to you,
payable on the fifth day after demand by the Company (together
with interest at the rate provided in section 1274(b)(2)(B) of
the Code).

          (v)  Except as provided in Subsection (iii) (f) hereof,
you shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit pro-
vided for in this Section 4 be reduced by any compensation earned
by you as the result of employment by another employer, by re-
tirement benefits, by offset against any amount claimed to be
owed by you to the Company, or otherwise.

          (vi) Notwithstanding the provisions of this Agreement,
if

               (a)  any payments or benefits received or to be
     received by you, whether pursuant to the terms of this
     Agreement or any other plan, arrangement or agreement with
     the Company, any person whose actions result in a change in
     control of the Company or any person affiliated with the
     Company or such person, constitute "parachute payments"
     (such payments or benefits being hereinafter referred to as
     the "Parachute Payments") within the meaning of Section
     280G(b)(2) of the Internal Revenue Code of 1986, as amended
     (the "Code"), and

               (b)  the aggregate present value of the Parachute
     Payments reduced by any excise tax imposed under section
     4999 of the Code (or any similar tax that may hereafter be
     imposed) (the "Excise Tax") would be less than three times
     your "base amount," as defined in section 280G(b)(3) of the
     Code,

then, in lieu of that portion of the Parachute Payments to which
you would otherwise be entitled under Section 4(iii)(b) of this
Agreement, the Company shall pay to you an amount under Section
4(iii)(b) of this Agreement, such that the aggregate present
value of the Parachute Payments is equal to 2.99 times your base
amount.

          For this purpose, your base amount, the present value
of the Parachute Payments, the amount of the Excise Tax and all
other appropriate matters shall be determined by the Company's
independent auditors in accordance with the principles of section
280G of the Code and based upon the advice of tax counsel
selected by such auditors.

     5.   Coordination With Employment Agreement.  The terms of
this Agreement shall be coordinated with and applied in conjunc-
tion with the terms of your employment agreement with the
Company.  In general, it is the intent of the parties that, in
the event of the termination of your employment following a
change in control of the Company, the terms of this Agreement
shall supersede and substitute for the provisions of your employ-
ment agreement relating to any items of current compensation
during the term of this Agreement.  The benefits provided by this
Agreement shall not, however, be construed to supersede or sub-
stitute for (a) the provisions of your employment agreement re-
lating to any items of current compensation after the expiration
of this Agreement if you are then still an employee of the
Company or (b) except as otherwise provided herein, any post-
contract term benefits provided for in your employment agreement. 
Without limiting the foregoing, the Severance Payment shall be
construed to be a payment in addition to (i) any payment or
benefit intended to be a retirement payment, a retirement benefit
or a retirement perquisite provided for in your employment
agreement, (ii) any payment or benefit payable to you from and
under the terms of the Company's retirement plans, including any
supplementary retirement plan sponsored by the Company or its
subsidiaries and applicable to you and profit sharing or savings
plans and (iii) payments under deferred compensation plans of the
Company or its subsidiaries.

     6.   Successors; Binding Agreement.  (i) The Company will
require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if
no such succession had taken place.  Failure of the Company to
obtain such assumption and agreement prior to the effectiveness
of any such succession shall be a breach of this Agreement and
shall entitle you to compensation from the Company in the same
amount and on the same terms to which you would be entitled here-
under if you terminate your employment for Good Reason following
a change in control of the Company, except that for purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination.  As
used in this Agreement, "Company" shall mean the Company as here-
inbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.

          (ii) This Agreement will inure to the benefit of and be
enforceable by you and your personal or legal representatives,
executors, administrators, successors, heirs, distributees, de-
visees and legatees.  If you should die while any amount would
still be payable to you hereunder had you continued to live, all
such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee,
legatee or other designee or, if there is no such designee, to
your estate.

     7.   Notice.  For the purpose of this Agreement, notices and
all other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given when de-
livered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed to the
address set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention
of the Board with a copy to the Secretary of the Company, or to
such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

     8.   Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by you and such
officer as may be specifically designated by the Board.  No
waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or pro-
vision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No
agreements or representations, oral or otherwise, express or im-
plied, with respect to the subject matter hereof have been made
by either party which are not expressly set forth in this Agree-
ment.  The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of
Missouri without regard to its conflicts of law principles.  All
references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sec-
tions.  Any payments provided for hereunder shall be paid net of
any applicable withholding required under federal, state or local
law.  The obligations of the Company under Section 4 shall sur-
vive the expiration of the term of this Agreement.

     9.   Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or en-
forceability of any other provision of this Agreement, which
shall remain in full force and effect.

     10.  Counterparts.  This Agreement may be executed in sev-
eral counterparts, each of which shall be deemed to be an 
original but all of which together will constitute one and the
same instrument.

     11.  Arbitration.  Any dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively
by arbitration, conducted before a panel of three arbitrators in
St. Louis, Missouri, in accordance with the rules of the American
Arbitration Association then in effect.  Judgment may be entered
on the arbitrator's award in any court having jurisdiction; pro-
vided, however, that you shall be entitled to seek specific per-
formance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under
or in connection with this Agreement.

     12.  Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter
contained herein and during the term of the Agreement supersedes
the provisions of all prior agreements, promises, covenants,
arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representa-
tive of any party hereto with respect to the subject matter con-
tained herein. 

     If this letter sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed
copy of this letter, which will then constitute our agreement on
this subject.

     

                         Sincerely,

                         VENTURE STORES, INC.


                         By /s/Robert N. Wildrick
                            Robert N. Wildrick                        



Agreed to, and effective as of July 12, 1995.


/s/ James Ferstl
James Ferstl