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                                                                   EXHIBIT 10.56

                                   L E A S E

LANDLORD: JUBILEE LIMITED PARTNERSHIP
          1798 FREBIS AVENUE
          COLUMBUS, OHIO 43206-3764

TENANT:   VALUE CITY DEPARTMENT STORES, INC.
          3241 WESTERVILLE ROAD
          COL.UMBUS, OHIO 43224

PREMISES: 3704 W. DUBLIN-GRANVILLE RD.
          COLUMBUS, OH 43235

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                                TABLE OF CONTENTS

SECTION 1...............................................................PREMISES

SECTION 2...................................................................TERM

SECTION 3......................................................COMMENCEMENT DATE

SECTION 4........................................................RENEWAL OPTIONS

SECTION 5...........................................................MINIMUM RENT

SECTION 6........................................................PERCENTAGE RENT

SECTION 7.......................................................SECURITY DEPOSIT

SECTION 8.......................................................RIGHT TO REMODEL

SECTION 9..............................................................UTILITIES

SECTION 10.................................................................GLASS

SECTION 11.....................................................PERSONAL PROPERTY

SECTION 12.................................................... RIGHT TO MORTGAGE

SECTION 13................................................SUBLEASE OR ASSIGNMENT

SECTION 14..........................................................COMMON AREAS

SECTION 15.............................................OPERATION OF COMMON AREAS

SECTION 16...............................COMMON AREA MAINTENANCE, TENANT'S SHARE

SECTION 17........................................................EMINENT DOMAIN

SECTION 18........................................................TENANT'S TAXES

SECTION 19.........................................................RISK OF GOODS

SECTION 20.....................................................USE AND OCCUPANCY

SECTION 21.............................................................NUISANCES

SECTION 22..............................................WASTE AND REFUSE REMOVAL

SECTION 23.................................................... FIRE AND CASUALTY

SECTION 24......................................................LANDLORD REPAIRS

SECTION 25......................................................TENANT'S REPAIRS

SECTION 26.............................COVENANT OF TITLE AND PEACEFUL POSSESSION

SECTION 27........................................ TENANT'S INSURANCE; INDEMNITY

SECTION 28.....................................................REAL ESTATE TAXES

SECTION 29.......................................TENANT'S INSURANCE CONTRIBUTION

SECTION 30..............................................................FIXTURES

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SECTION 31.............................................................SURRENDER

SECTION 32..........................................................HOLDING OVER

SECTION 33................................................................NOTICE

SECTION 34...............................................................DEFAULT

SECTION 35.................................................WAIVER OF SUBROGATION

SECTION 36................................... LIABILITY OF LANDLORD; EXCULPATION

SECTION 37.....................................................RIGHTS CUMULATIVE

SECTION 38.................................................MITIGATION OF DAMAGES

SECTION 39.................................................................SIGNS

SECTION 40......................................................ENTIRE AGREEMENT

SECTION 41.......................................................LANDLORD'S LIEN

SECTION 42...............................................BINDING UPON SUCCESSORS

SECTION 43..................................................HAZARDOUS SUBSTANCES

SECTION 44..................................................TRANSFER OF INTEREST

SECTION 45....................................................ACCESS TO PREMISES

SECTION 46..............................................................HEADINGS

SECTION 47............................................................NON-WAIVER

SECTION 48......................................................SHORT FORM LEASE

SECTION 49................................................ACCEPTANCE OF PREMISES

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                                   L E A S E

      THIS AGREEMENT OF LEASE, made this 19th day of July, 2000, by and between
Jubilee Limited Partnership, an Ohio general partnership (hereinafter referred
to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio 43206-3764
and Value City Department Stores, Inc., (hereinafter referred to as "Tenant"),
with offices at 3241 Westerville Rd., Columbus, Oh 43224.

                              W I T N E S S E T H:

SECTION 1. PREMISES

      (a) Landlord, in consideration of the rents to be paid and covenants and
agreements to be performed by Tenant, does hereby lease unto Tenant the premises
(hereinafter referred to as the "premises" or "demised premises") in the Sun
Shopping Center (hereinafter referred to as the "Shopping Center"), at 3704 W.
Dublin-Granville Rd., in the City of Columbus, County of Franklin, and State of
Ohio. The location, size, and area of the demised premises and of the Shopping
Center shall be substantially as shown on Exhibit "A" attached hereto and made a
part hereof.

      (b) The demised premises shall have a ground floor area of approximately
66,856 square feet with approximately 172' of frontage.

SECTION 2. TERM

      The term of this Lease shall be for a period of fifteen (15) years,
beginning on the commencement date (as hereinafter defined), except that if the
commencement date shall be a day other than the first day of a month, then the
period of time between the commencement date and the first day of the month next
following shall be added to the term of the Lease.

SECTION 3. COMMENCEMENT DATE

      (a) As herein used, the phrase "commencement date" shall mean the earlier
of: (i) the day Tenant opens for business in the demised premises, or (ii)
11-01-00. Tenant shall be responsible for operating expenses only prior to
commencement date.

      (b) Possession of the demised premises shall not be deemed to have been
given to Tenant unless the demised premises are ready for the installation of
Tenant's fixtures and finishing work by Tenant, and are free of any violation of
laws, ordinances, regulations and building restrictions relating to the
possession or use of or construction upon the demised premises. Landlord's work
(if any) is listed on Exhibit "B", attached hereto and made a part hereof.

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      (c) Prior to the date on which possession is delivered to Tenant as
aforesaid. Tenant shall have the right to enter the demised premises at its own
risk rent-free for the purpose of preparing for its occupancy, installing
fixtures and equipment, and receiving merchandise and other property, provided
that it does not unreasonably interfere with Landlord's construction activities.
All work other than that to be performed by Landlord is to be done by Tenant
within thirty (30) days after the date possession of the demised premises has
been delivered to Tenant, at Tenant's expense in accordance with the provisions
of this Lease and as set forth in the schedule entitled Description of Tenant's
Work and attached hereto as Exhibit "C" and made a part hereof.

      (d) From the date upon which the demised premises are delivered to Tenant
for its work until the commencement date of the lease term, Tenant shall observe
and perform all of its obligations under this Lease (except its obligation to
operate and to pay minimum rent, percentage rent, its pro rata share of
maintenance costs, provided for in Section 16 hereof, its pro rata share of real
estate taxes provided for in Section 28 hereof and its prorata share of
insurance provided for in Section 29 hereof). In the event Tenant fails to open
for business within thirty (30) days after the date possession of the demised
premises has been delivered to Tenant, Landlord, in addition to any and all
other available remedies, may require Tenant to pay to Landlord, in addition to
all other rent and charges herein, as liquidated damages and not as a penalty,
an amount equal to one-one hundred eightieth (1/180) of the annual minimum rent
for each day such failure to open continues.

SECTION 4. RENEWAL OPTIONS

Deleted by Intent.

SECTION 5. MINIMUM RENT

      (a) Tenant agrees to pay to Landlord, as minimum rent for the demised
premises, equal consecutive monthly installments of Ninety One Thousand Ninety
One and 30/100 Dollars ($91,091.30), commencing on the commencement date, and
continuing on the first day of each calendar month during years one (1) through
five (5) of the initial term of this Lease; monthly installments of Ninety Three
Thousand Eight Hundred Seventy Six and 97/100 Dollars ($93,876.97) each calendar
month during years six (6) through ten (10) of the initial term of this Lease;
and monthly installments of Ninety Six Thousand Six Hundred Sixty Two and 63/100
Dollars ($96,662.63) each calendar month during years eleven (11) through
fifteen (15) of the initial term of this Lease. All such rental shall be payable
to Landlord in advance, without prior written notice or demand and without any
right of deduction, abatement, counterclaim or offset whatsoever. As used in
this Lease, the term "minimum rent" means the minimum rent set forth in this
subparagraph (a).

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      (b) If the Lease term shall commence on a day other than the first day of
a calendar month or shall end on a day other than the last day of a calendar
month, the minimum rental for such first or last fractional month shall be such
proportion of the monthly minimum rental as the number of days in such
fractional month bears to the total number of days in such calendar month.

      (c) Until further notice to Tenant, all rental payable under this Lease
shall be payable to Landlord and mailed to Landlord at 1798 Frebis Avenue,
Columbus, Ohio 43206-3764.

      (d) In the event any sums required hereunder to be paid are not received
on or before the fifth (5th) calendar day after the same are due, then, for each
and every late payment, Tenant shall immediately pay, as additional rent, a
service charge equal to Fifty Dollars ($50.00). Tenant shall pay an additional
late charge in the same amount for each additional seven (7) day period after
the same are due until such payment has been received by Landlord. The foregoing
late charge is in addition to all default remedies of Landlord pursuant to
Section 34 below.

SECTION 6. PERCENTAGE RENT

      (a) Tenant shall pay to Landlord as additional rent, a percentage rental
of two percent (2%) of the "gross receipts" as hereinafter defined, which exceed
(i) 54.6M during each lease year of years one (1) through five (5) of the
initial term; (ii) $56.3M during each lease year of years six (6) through ten
(10) of the initial term; and (iii) $58M during each lease year of years eleven
(11) through fifteen (15) of the initial term.

      (b) For purposes hereof, a lease year shall consist of a consecutive
twelve (12) calendar month period commencing on the commencement of the term of
this Lease; provided, however, that if this Lease commences on a day other than
the first day of a calendar month, then the first lease year shall consist of
such fractional month plus the next succeeding twelve (12) full calendar months,
and the last lease year shall consist of the period commencing from the end of
the preceding lease year and ending with the end of the term of the Lease,
whether by expiration of term or otherwise. In the event percentage rental shall
commence to accrue on a day other than the first day of a lease year, the
percentage rental for such lease year shall be adjusted on a pro rata basis,
based upon the actual number of days in such lease year.

      (c) Each lease year shall constitute a separate accounting period, and the
computation of percentage rental due for any one period shall be based on the
gross receipts for such lease year.

      (d) The term "gross receipts" as used in this Lease is hereby defined to
mean the gross dollar aggregate of all sales or rental or manufacture or
production of merchandise and all services, income and other receipts whatsoever
of all business conducted in, at or from any part of the demised premises,
whether for cash, credit, check, charge account, gift or merchandise certificate
purchased or for other

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disposition of value regardless of collection. Should any departments, divisions
or parts of Lessee's business be conducted by any subleases, concessionaires,
licensees, assignees or others, then there shall be included in Lessee's "gross
sales," all "gross sales" of such department, division or part, whether the
receipts be obtained at the demised premises or elsewhere in the same manner as
if such business had been conducted by Lessee. Gross Receipts shall exclude the
following: (i) any amount representing sales, use, excise or similar taxes; (ii)
the amount of refunds, exchanges or returns by customers or allowances to
customers.

      (e) The percentage rental, if any, shall be paid within thirty (30) days
after the end of each lease year, accompanied by a statement in writing signed
by Tenant setting forth its gross receipts from the sale of all items for such
lease year. Tenant shall keep at its principal executive offices, where now or
hereafter located, true and accurate accounts of all receipts from the demised
premises. Landlord, its agents and accountants, shall have access to such
records at any and all times during regular business hours for the purpose of
examining or auditing the same. Tenant shall also furnish to Landlord any and
all supporting data in its possession relating to gross sales and any deductions
therefrom as Landlord may reasonably require. Landlord agrees to keep any
information obtained therefrom confidential, except as may be required for
Landlord's tax returns, or in the event of litigation or arbitration where such
matters are material.

      (f) Tenant shall at all times maintain accurate records which shall be
available for Landlord's inspection at any reasonable time.

      (g) If Landlord, for any reason, questions or disputes any statement of
percentage rental prepared by Tenant, then Landlord, at its own expense, may
employ such accountants as Landlord may select to audit and determine the amount
of gross sales for the period or periods covered by such statements. If the
report of the accountants employed by Landlord shall show any additional
percentage rents payable by Tenant, then Tenant shall pay to Landlord such
additional percentage rents plus interest at one (1) point over the prime rate,
commencing on the date such percentage rentals should have been paid, within
thirty (30) days after such report has been forwarded to Tenant, unless Tenant
shall, within said thirty (30) day period, notify Landlord that Tenant questions
or disputes the correctness of such report. In the event that Tenant questions
or disputes the correctness of such report, the accountants employed by Tenant
and the accountants employed by Landlord shall endeavor to reconcile the
question(s) or dispute(s) within thirty (30) days after the notice from Tenant
questioning or disputing the report of Landlord's accountants. In the event that
it is finally determined by the parties that Tenant has understated percentage
rent for any Lease year by three percent (3%) or more, Tenant shall pay the cost
of the audit. Furthermore, if

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Tenant's gross sales cannot be verified due to the insufficiency or inadequacy
of Tenant's records, then Tenant shall pay the cost of the audit. The cost of
any audit resulting from failure to report percentage rent after written
notification of default shall be at the sole cost of Tenant.

SECTION 7. SECURITY DEPOSIT

Deleted by intent.

SECTION 8. RIGHT TO REMODEL

      Tenant may, with Landlord's prior written approval and at Tenant's
expense, make repairs and alterations to the interior of the demised premises
and remodel the interior of the demised premises, excepting structural and
exterior changes, in such manner and to such extent as may from time to time be
deemed necessary by Tenant for adapting the demised premises to the requirements
and uses of Tenant and for the installation of its fixtures, appliances and
equipment. All plans for such remodeling shall be submitted to Landlord for
endorsement of its approval prior to commencement of work. Upon Landlord's
request, Tenant shall be obligated, if it remodels and/or alters the demised
premises, to restore the demised premises upon vacating the same. Tenant will
indemnify and save harmless the Landlord from and against all mechanics liens or
claims by reason of repairs, alterations or improvements which may be made by
Tenant to the demised premises. Any structural or exterior alteration may only
be made by Tenant with the prior written approval of Landlord, which approval
may be granted or withheld in Landlord's sole discretion. Inasmuch as any such
alterations, additions or other work in or to the demised premises may
constitute or create a hazard, inconvenience or annoyance to the public and
other tenants in the Shopping Center, Tenant shall, if so directed in writing by
Landlord, erect barricades, temporarily close the demised premises, or affected
portion thereof, to the public or take whatever measures are necessary to
protect the building containing the demised premises, the public and the other
tenants of the Shopping Center for the duration of such alterations, additions
or other work. If Landlord determines, in its sole judgment, that Tenant has
failed to take any of such necessary protective measures, Landlord may do so and
Tenant shall reimburse Landlord for the cost thereof within ten (10) days after
Landlord bills Tenant therefor.

      All such work shall be performed lien free by Tenant. In the event a
mechanic's lien is filed against the premises or the Shopping Center, Tenant
shall discharge or bond off same within ten (10) days from the filing thereof.
If Tenant fails to discharge said lien, Landlord may bond off or pay same
without inquiring into the validity or merits of such lien, and all sums so
advanced shall be paid on demand by Tenant as additional rent.

SECTION 9. UTILITIES

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      The Tenant agrees to be responsible and pay for all public utility
services rendered or furnished to the demised premises during the term hereof,
including, but not limited to, heat, water, gas, electric, steam, telephone
service and sewer services, together with all taxes, levies or other charges on
such utility services when the same become due and payable. Should any utility
service not be separately metered, then Tenant shall be responsible for its
prorata share thereof as determined from time to time and billed by Landlord.
Landlord shall not be liable for the quality or quantity of or interference
involving such utilities unless due directly to Landlord's negligence.

      During the term hereof or any renewal or extension period, whether the
demised premises are occupied or unoccupied, Tenant agrees to maintain heat
sufficient to heat the demised premises so as to avert any damage to the demised
premises on account of cold weather.

      Sprinkler systems, if any, located in Tenant's area shall be maintained in
accordance with National Fire Protection Association standards to ensure proper
operation. Sprinkler control valves (interior and exterior) located in Tenant's
area shall be monitored by supervisory alarm service. In the event fifty percent
(50%) or more of the total number of sprinkler heads require replacement at any
one time as part of ordinary maintenance, such cost shall be fifty percent (50%)
borne by Landlord and fifty percent (50%) borne by Tenant. Tenant shall replace
all sprinkler heads due to painting or environmental exposure from Tenant's
operations. All other cost of maintaining the sprinkler system in Tenant's area
shall be paid by the Tenant.

SECTION 10. GLASS

      The Tenant shall maintain the glass part of the demised premises, promptly
replacing any breakage and fully saving the Landlord harmless from any loss,
cost or damage resulting from such breakage or the replacement thereof.

SECTION 11. PERSONAL PROPERTY

      The Tenant further agrees that all personal property of every kind or
description that may at any time be in or on the demised premises shall be at
the Tenant's sole risk, or at the risk of those claiming under the Tenant, and
that the Landlord shall not be liable for any damage to said property or loss
suffered by the business or occupation of the Tenant caused in any manner
whatsoever.

SECTION 12. RIGHT TO MORTGAGE

      (a) Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any deed of trust, mortgage or mortgages now or
hereafter placed upon Landlord's interest in the demised premises; provided,
however, that no default by Landlord, under any deed of trust, mortgage or
mortgages, shall affect Tenant's rights under this Lease, so long as Tenant
performs the obligations

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imposed upon it hereunder and is not in default hereunder, and Tenant attorns to
the holder of such deed of trust or mortgage, its assignee or the purchaser at
any foreclosure sale. Tenant shall execute any instrument presented to Tenant
for the purpose of effecting such subordination. If Tenant, within ten (10) days
after submission of such instrument, fails to execute same, Landlord is hereby
authorized to execute same as attorney-in- fact for Tenant. It is a condition,
however, to the subordination and lien provisions herein provided, that Landlord
shall procure from any such mortgagee an agreement in writing, which shall be
delivered to Tenant or contained in the aforesaid subordination agreement,
providing in substance that so long as Tenant shall faithfully discharge the
obligations on its part to be kept and performed under the terms of this Lease
and is not in default under the terms hereof, its tenancy will not be disturbed
nor this Lease affected by any default under such mortgage. Notwithstanding
anything contained in this Lease to the contrary, Tenant shall not have the
right to terminate this Lease in accordance with the provisions contained herein
in the event this Lease is assigned as additional security for any loan secured
by Landlord's interest in the demised premises.

      (b) Wherever notice is required to be given to Landlord pursuant to the
terms of this Lease, Tenant will likewise give such notice to any mortgagee of
Landlord's interest in the demised premises upon notice of such mortgagee's name
and address from Landlord. Furthermore, such mortgagee shall have the same
rights to cure any default on the part of Landlord that Landlord would have had.

SECTION 13. SUBLEASE OR ASSIGNMENT

      (a) The Tenant further covenants and agrees not to enter into license,
purchase or concession agreements or to assign or sublet the demised premises or
any part of same, or in any other manner transfer, mortgage or pledge the Lease,
its leasehold or the demised premises, without the prior written consent of
Landlord, which consent may be granted or withheld in the sole discretion of
Landlord and if such consent is granted, Landlord reserves the right to impose
whatever conditions Landlord in its sole discretion deems necessary. In the
event of any such subletting or assignment or other such transfer upon obtaining
Landlord's consent, Tenant shall nevertheless remain fully and primarily liable
hereunder.

      (b) For the purposes hereof, any transfer of an interest in Tenant, unless
to a "Related Party" (as hereinafter defined), is prohibited and shall
constitute a default under this Lease. The term "Related Party" means any
person, firm, corporation or legal entity which directly controls, is controlled
by, or is under common control with Tenant. The term "control" means the
possession, directly, of the power to direct or cause the direction of the
management and policies of Tenant, whether through the ownership of voting
securities or by contract.

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SECTION 14. COMMON AREAS

      Common areas means all areas and facilities in the Shopping Center
provided and so designated by Landlord and made available by Landlord for the
common use and benefit of tenants of the Shopping Center and their customers,
employees and invitees. Common areas shall include (to the extent the same are
constructed), but not be limited to, the parking areas, sidewalks, landscaped
areas, corridors, stairways, boundary walls and fences, incinerators, truckways,
service roads, and service areas not reserved for the exclusive use of Tenant or
other tenants.

SECTION 15. OPERATION OF COMMON AREAS

      (a) Landlord shall, throughout the term hereof, operate and maintain the
common areas including the parking areas for the use and benefit of the tenants
of the Shopping Center and their customers and invitees. Landlord shall at all
times have exclusive control of the common areas and may at any time and from
time to time: (i) promulgate, modify and amend reasonable rules and regulations
for the use of the common areas, which rules and regulations shall be binding
upon the Tenant upon delivery of a copy thereof to the Tenant; (ii) temporarily
close any part of the common areas, including but not limited to closing the
streets, sidewalks, road or other facilities to the extent necessary to prevent
a dedication thereof or the accrual of rights of any person or of the public
therein; (iii) exclude and restrain anyone from the use or occupancy of the
common areas or any part thereof except bona fide customers and suppliers of the
tenants of the Shopping Center who use said areas in accordance with the rules
and regulations established by Landlord; (iv) engage others to operate and
maintain all or any part of the common areas, on such terms and conditions as
Landlord shall, in its sole judgment, deem reasonable and proper; and (v) make
such changes in the common areas as in its opinion are in the best interest of
the Shopping Center, including but not limited to changing the location of
walkways, service areas, driveways, entrances, existing automobile parking
spaces and other facilities, changing the direction and flow of traffic and
establishing prohibited areas.

      (b) Tenant shall keep all common areas free of obstructions created or
permitted by Tenant. Tenant shall permit the use of the common areas only for
normal parking and ingress and egress by its customers and suppliers to and from
the demised premises. If in Landlord's opinion unauthorized persons are using
any of the common areas by reason of Tenant's occupancy of the demised premises.
Landlord shall have the right at any time to remove any such unauthorized
persons from said areas or to restrain unauthorized persons from said areas.
Landlord, Tenant, and others constructing improvements or making repairs or
alterations in the Shopping Center shall have the right to make reasonable use
of portions of the common areas.

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SECTION 16. COMMON AREA MAINTENANCE, TENANT'S SHARE

      (a) Tenant shall initially pay to Landlord as additional rental,
simultaneously with payment of minimum rental called for under Section 5, Zero
and 75/100 ($0.75) per square foot, payable in equal monthly installments of
Four Thousand One Hundred Seventy Eight and 50/100 Dollars ($4,178.50), as its
estimated monthly prorata share of the "maintenance cost" for the operation and
maintenance of the common areas.

      (b) The Maintenance Costs for the common areas shall be computed on an
accrual basis, under generally accepted accounting principles, and shall include
all costs of operating, maintaining, repairing and replacing the common areas,
including by way of example but not limitation: (i) cost of labor (including
workmen's compensation insurance, employee benefits and payroll taxes); (ii)
materials, and supplies used or consumed in the maintenance or operation of the
common area; (iii) the cost of operating and repairing of the lighting; (iv)
cleaning, painting, removing of rubbish or debris, snow and ice, private
security services, and inspecting the common areas; (v) the cost of repairing
and/or replacing paving, curbs, walkways, markings, directional or other signs;
landscaping, and drainage and lighting facilities; (vi) rental paid for
maintenance of machinery and equipment; (vii) cost of insurance for public
liability and property insurance for property in the common areas which are not
part of the building; and (viii) a reasonable allowance to Landlord for
Landlord's supervision, which allowance shall not in an accounting year exceed
fifteen percent (15%) of the total of all Maintenance Costs for such accounting
year. Maintenance Costs shall not include depreciation or any costs properly
chargeable to a capital account under generally accepted accounting principles.

      (c) Landlord shall maintain accurate and detailed records of all
Maintenance Costs for the common areas in accordance with generally accepted
accounting principles. Tenant's proportionate share of the Maintenance Costs of
the common areas shall be a fraction, the numerator of which shall be the floor
area of the premises and the denominator of which shall be the gross leasable
area (in square feet) of all leasable space in the Shopping Center.

      (d) Tenant's proportionate share of all Maintenance Costs shall be
computed by Landlord within ninety (90) days after the end of each accounting
year (which Landlord may change from time to time). At this time Landlord shall
furnish to Tenant a statement showing in reasonable detail the actual
Maintenance Costs incurred during such accounting year and Tenant's
proportionate share thereof (prorated for any partial Lease year, with
appropriate adjustments to reflect any change in the floor area of the premises
or the gross leasable area of a building occurring during such accounting year).
To the extent Tenant's share of such costs differs from the sum paid by Tenant
in respect to such year, the

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difference shall be billed to and paid by Tenant within thirty (30) days after
Tenant's receipt of said bill. Tenant's estimated monthly maintenance cost
thereafter may be adjusted by written notice from Landlord.

SECTION 17. EMINENT DOMAIN

      (a) In the event the entire premises or any part thereof shall be taken or
condemned either permanently or temporarily for any public or quasi-public use
or purpose by any competent authority in appropriation proceedings or by any
right of eminent domain, the entire compensation or award therefore, including
leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby
assigns to Landlord all of Tenant's right, title and interest in and to such
award.

      (b) In the event that only a portion of the demised premises, not
exceeding twenty percent (20%) of same, shall be so taken or condemned, and the
portion of the demised premises not taken can be repaired within ninety (90)
days from the date of which possession is taken for the public use so as to be
commercially fit for the operation of Tenant's business, the Landlord at its own
expense shall so repair the portion of the demised premises not taken and there
shall be an equitable abatement of rent for the remainder of the term and/or
extended terms. If the portion of the demised premises not taken cannot be
repaired within ninety (90) days from the date of which possession is taken so
as to be commercially fit for the operation of Tenant's business, then this
Lease shall terminate and become null and void from the time possession of the
portion taken is required for public use, and from that date on the parties
hereto shall be released from all further obligations hereunder except as herein
stated. No other taking, appropriation or condemnation shall cause this Lease to
be terminated. Any such appropriation or condemnation proceedings shall not
operate as or be deemed an eviction of Tenant or a breach of Landlord's covenant
of quiet enjoyment.

      (c) In the event that more than 20% of the demised premises shall at any
time be taken by public or quasi-public use or condemned under eminent domain,
then at the option of the Landlord or Tenant upon the giving of thirty (30) days
written notice (after such taking or condemnation), this Lease shall terminate
and expire as of the date of such taking and any prepaid rental shall be
prorated as of the effective date of such termination.

SECTION 18. TENANT'S TAXES

      Tenant further covenants and agrees to pay promptly when due all taxes
assessed against Tenant's fixtures, furnishings, equipment and stock-in trade
placed in or on the demised premises during the term of this Lease.

SECTION 19. RISK OF GOODS

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      All personal property, goods, machinery, and merchandise in said demised
premises shall be at Tenant's risk if damaged by water, fire, explosion, wind or
accident of any kind, and Landlord shall have no responsibility therefor or
liability for any of the foregoing and Tenant hereby releases Landlord from such
liability.

SECTION 20. USE AND OCCUPANCY

      The demised premises during the term of this Lease shall be occupied for
the operating and conducting therein of an off -price retail department store
and for no other purpose whatsoever without the prior written consent of
Landlord, which consent may be granted or withheld in Landlord's sole
discretion. Tenant shall at all times conduct its operations on the demised
premises in a lawful manner and shall, at Tenant's expense, comply with all
laws, rules, orders, ordinances, directions, regulations, and requirements of
all governmental authorities, now in force or which may hereafter be in force,
which shall impose any duty upon Landlord or Tenant with respect to the business
of Tenant and the use, occupancy or alteration of the demised premises. Tenant
shall comply with all requirements of the Americans with Disabilities Act, and
shall be solely responsible for all alterations within the demised premises in
connection therewith. Tenant covenants and agrees that the demised premises
shall not be abandoned or left vacant and that only minor portions of the
demised premises shall be used for office or storage space in connection with
Tenant's business conducted in the demised premises. Tenant further covenants
and agrees that the demised premises shall be continuously used and operated,
occupied and open for business for the use permitted herein each business day
during the term hereof or otherwise as reasonably determined by Landlord.

      In the event Tenant fails to continuously operate its business from the
demised premises in accordance with this Section 20, then Landlord shall have
the right and option, in addition to all other remedies set forth in this Lease,
to elect to terminate this Lease if such failure to operate continues for thirty
(30) or more consecutive days.

SECTION 21. NUISANCES

      Tenant shall not perform any acts or carry on any practice which may
injure the demised premises or be a nuisance or menace to other tenants in the
Shopping Center.

SECTION 22. WASTE AND REFUSE REMOVAL

      Tenant covenants that it will use, maintain and occupy said demised
premises in a careful, safe, lawful and proper manner and will not commit waste
therein. Landlord or its agent shall have access at all reasonable times to the
demised premises for purposes of inspecting and examining the condition and
maintenance of the demised premises. Tenant agrees to remove all refuse from the
demised premises in

                                                                              14
<PAGE>

a timely, clean and sanitary manner. Tenant shall provide a refuse collection
container at the rear of the demised premises to accommodate Tenant's refuse and
Tenant shall routinely clean up around trash containers. Tenant shall contract
with a licensed/insured refuse collection contractor to timely remove refuse
therefrom and the location of the container shall be approved by Landlord.

SECTION 23. FIRE AND CASUALTY

      (a) Landlord shall at all times during the term of this Lease carry fire,
casualty, and extended coverage insurance on the building, including the
structural components (foundations, floors, walls, windows, structural supports,
roof, HVAC, electrical systems, and plumbing) thereof. Landlord shall be under
no obligation to maintain insurance on any improvements installed by or for the
benefit of Tenant's use of the premises. Landlord may elect to self-insure its
obligations hereunder and/or use whatever deductibles as Landlord deems
appropriate, in its sole discretion.

      (b) If the demised premises shall be damaged, destroyed, or rendered
untenantable, in whole or in part, by or as the result or consequence of fire or
other casualty during the term hereof, Landlord shall repair and restore the
same to a good tenantable condition with reasonable dispatch. During such period
of repair, the rent herein provided for in this Lease shall abate (i) entirely
in case all of the demised premises are untenantable; and (ii) proportionately
if only a portion of the demised premises is untenantable and Tenant is able to
economically conduct its business from the undamaged portion of the demised
premises. The abatement shall be based upon a fraction, the numerator of which
shall be the square footage of the damaged and unusable area of the demised
premises and the denominator shall be the total square footage of the demised
premises. Said abatement shall cease at such time as the demised premises shall
be restored to a tenantable condition.

      (c) In the event the demised premises, because of such damage or
destruction, are not repaired and restored to a tenantable condition with
reasonable dispatch within one hundred fifty (150) days from the date of receipt
of insurance proceeds for such damage or destruction, Tenant or Landlord may, at
their option, terminate this Lease within sixty (60) days following such one
hundred fifty (150) day period but prior to the repair and restoration of same
by giving prior written notice to the other party and thereupon Landlord and
Tenant shall be released from all future liability and obligations under this
Lease.

      (d) If one-third (1/3) or more of the ground floor area of the demised
premises are damaged or destroyed during the last two (2) years of the original
or any extended term of this Lease, Landlord shall have the right to terminate
this Lease by written notice to Tenant within sixty (60) days following such
damage or destruction, unless Tenant shall, within thirty (30) days following
receipt of such notice, offer to extend the term of this Lease for an additional
period of five (5) years from the date such damage or

                                                                              15
<PAGE>

destruction is repaired and restored. If Tenant makes said offer to extend,
Landlord and Tenant shall determine the terms and conditions of said extension
within thirty (30) days thereafter or Tenant's offer shall not be deemed to
prevent Landlord from canceling this Lease. If such terms and conditions have
been mutually agreed to by the parties, then Landlord shall accept Tenant's
offer and shall repair and restore the demised premises with reasonable dispatch
thereafter.

      (e) If Landlord is required or elects to repair and restore the demised
premises as herein provided, Tenant shall repair or replace its stock in trade,
trade fixtures, furniture, furnishings and equipment and other improvements
including floor coverings, and if Tenant has closed, Tenant shall promptly
reopen for business.

SECTION 24. LANDLORD REPAIRS

      (a) Landlord shall keep in good order, condition, and repair the
following: (i) structural portions of the demised premises; (ii) downspouts;
(iii) gutters; (iv) the roof of the Building of which the demised premises forms
a part; and (v) the plumbing and sewage system serving the demised premises but
located outside of the demised premises, except (as to all items) for damage
caused by any negligent act or omission of Tenant or its customers, employees,
agents, invitees, licensees or contractors, which shall be repaired or replaced
as necessary, at the sole cost and expense of Tenant. "Structural portions"
shall mean only the following: (i) foundations; (ii) exterior walls except for
interior faces); (iii) concrete slabs; (iv) the beams and columns bearing the
main load of the roof; and (v) the floors (but not floor coverings).

      (b) Notwithstanding the provisions of Paragraph (a) above, Landlord shall
not be obligated to repair the following: (i) the exterior or interior of any
doors, windows, plate glass, or showcases surrounding the demised premises or
the store front; (ii) heating, ventilating or air-conditioning equipment in the
demised premises; (iii) damage to Tenant's improvements or personal property
caused by any casualty, burglary, break-in, vandalism, war or act of God; and
(iv) damages caused to structure or building as a result of burglary or
break-in. Landlord shall, in any event, have ten (10) days after notice from
Tenant stating the need for repairs to complete same, or commence and proceed
with due diligence to complete same. Tenant expressly hereby waives the
provisions of any law permitting repairs by a tenant at Landlord's expense.

      (c) The provisions of this Section 24 shall not apply in the case of
damage or destruction by fire or other casualty or a taking under the power of
eminent domain in which events the obligations of Landlord shall be controlled
by Section 23 and Section 17 respectively.

SECTION 25. TENANT'S REPAIRS

                                                                              16
<PAGE>

      (a) Tenant shall keep and maintain, at Tenant's expense, all and every
other part of the demised premises in good order, condition and repair,
including, by way of example but not limitation: (i) all leasehold improvements;
(ii) all heating, ventilating, and air conditioning; (iii) interior plumbing and
sewage facilities; (iv) all interior lighting; (v) electric signs; (vi) all
interior walls; (vii) floor coverings; (viii) ceilings; (ix) appliances and
equipment; (x) all doors, exterior entrances, windows and window moldings; (xi)
plate glass; (xii) signs and showcases surrounding and within the demised
premises; (xiii) the store front; (xiv) sprinkler systems including supervisory
alarm service in accordance with current local and state fire protection
standards. In the event local or state codes do not require alarm systems,
Tenant shall provide alarm service on all sprinkler systems to detect water flow
and tampering with exterior and interior main control valves of the sprinkler
system servicing Tenant's premises. Moreover, it shall be Tenant's
responsibility to contact the Commercial Property Manager at 1798 Frebis Avenue,
Columbus, Ohio 43206-3764, (614) 445-8461, in the event the sprinkler system in
the demised premises is ever shut off for any reason, and advise same of any
damage occasioned or caused by the actions of Tenant, its agents, invitees, or
employees, and/or as a result of Tenant's repair obligations hereunder.

      (b) If Landlord deems any repair which Tenant is required to make
hereunder to be necessary, Landlord may demand that Tenant make such repair
immediately. If Tenant refuses or neglects to make such repair and to complete
the same with reasonable dispatch, Landlord may make such repair and Tenant
shall, on demand, immediately pay to Landlord the cost of said repair, together
with interest at ten percent (10%) per annum. Landlord shall not be liable to
Tenant for any loss or damage that may accrue to Tenant's stock or business by
reason of such work or its results.

      (c) Neither Tenant nor any of its contractors are permitted access to or
permitted to perform alterations of any kind to the roof of the building.

      (d) Tenant shall pay promptly when due the entire cost of work in the
demised premises undertaken by Tenant so that the demised premises and the
Shopping Center shall at all times be free of liens for labor and materials
arising from such work; to procure all necessary permits before undertaking such
work; to do all of such work in a good and workmanlike manner, employing
materials of good quality; to perform such work only with contractors previously
reasonably approved of in writing by Landlord; to comply with all governmental
requirements; and to save the Landlord and its agents, officers, employees,
contractors and invitees harmless and indemnified from all liability, injury,
loss, cost, damage and/or expense (including reasonable attorneys' fees and
expenses) in respect of any injury to, or death of, any person, and/or damage
to, or loss or destruction of, any property occasioned by or growing out of such
work.

                                                                              17
<PAGE>

SECTION 26. COVENANT OF TITLE AND PEACEFUL POSSESSION

      Subject to the provisions of Paragraph 12 hereof, Landlord shall, on or
before the date on which Tenant is permitted to install its merchandise and
fixtures in the demised premises, have good and marketable title to the demised
premises in fee simple and the right to make this Lease for the term aforesaid.
At such time, Landlord shall put Tenant into complete and exclusive possession
of the demised premises, and if Tenant shall pay the rental and perform all the
covenants and provisions of this Lease to be performed by the Tenant, Tenant
shall, during the term hereby demised, freely, peaceably, and quietly enjoy and
occupy the full possession of the demised premises and the common facilities of
the Shopping Center, subject, however, to the terms and conditions of this
Lease.

SECTION 27. TENANT'S INSURANCE; INDEMNITY

      (a) Casualty Insurance. Tenant shall carry such insurance against loss of
its property in, on or about the demised premises by fire and such other risks
as are covered by all risk and extended coverage property insurance or other
hazards as Tenant deems necessary. Landlord shall not be liable for any damage
to Tenant's property in, on or about the demised premises caused by fire or
other insurable hazards regardless of the nature or cause of such fire or other
casualty, and regardless of whether any negligence of Landlord or Landlord's
employees or agents contributed thereto. Tenant expressly releases Landlord of
and from all liability for any such damage. Tenant agrees that its insurance
policy or policies shall include a waiver of subrogation recognizing this
release from liability.

      (b) Public Liability Insurance. Tenant agrees to procure and maintain
during the demised term a policy or policies of liability insurance, with
product and/or completed operations liability and blanket contractual coverage,
written by a responsible insurance company or companies (which may be written to
include the demised premises in conjunction with other premises owned or
operated by Tenant) insuring Tenant against any and all losses, claims, demands
or actions for injury to or death of any one or more persons and for damage to
property in any one occurrence in the demised premises to the limit of not less
than $1,000,000.00 and $2,000,000.00 general aggregate policy limit arising from
Tenant's conduct and operation of its business in the demised premises,
$500,000.00 limit for fire and legal liability, and $1,000,000.00 limit for
products and/or completed operations. Tenant shall furnish to Landlord
certificates evidencing the continuous existence of such insurance coverage,
which must also name Landlord as an additional insured. All insurance companies
must be licensed to do business in the state where the premises are located.
Certificates of insurance will be provided at the time this Lease is executed
and twenty (20) days prior to expiration of the policy. Certificates of
insurance are to specify

                                                                              18
<PAGE>

notification to Landlord of cancellation or termination of policy not less than
ten (10) days prior to cancellation or termination.

      (c) Additional Insurance. Tenant agrees to provide a comprehensive boiler
and machinery policy on a repair or replacement cost basis with an admitted,
reputable insurance carrier covering property damage, business interruption and
extra expense as a result of a loss from boiler(s), pressure vessel(s), HVAC
equipment, or miscellaneous electrical apparatus within or servicing the demised
premises. The deductible for property damage shall not exceed Five Thousand
Dollars ($5,000.00) per occurrence. Business interruption deductible may not
exceed twenty-four (24) hours. The limits for loss shall be no less than the
replacement cost of the structure plus betterments and improvements thereon,
furniture, fixtures, equipment and inventory together with property of others in
the care, custody and control of Tenant. Business interruption limits shall be
for the actual loss sustained.

      (d) Miscellaneous Insurance. Tenant agrees to provide and keep in force at
all times worker's compensation insurance complying with the law of the state in
which the premises are located. Tenant agrees to defend, indemnify and hold
harmless Landlord from all actions or claims of Tenant's employees or employee's
family members. Tenant agrees to provide a certificate as evidence of proof of
worker's compensation coverage.

      With respect to any alterations or improvements by Tenant, Tenant shall
maintain contingent liability and builder's risk coverage naming Landlord as an
additional named insured. If Tenant hires contractors to do any improvements on
the premises, each contractor must provide proof of worker's compensation
coverage on its employees and agents to Landlord.

      (e) Indemnity. Tenant shall indemnify Landlord, Landlord's agents,
employees, officers or directors, against all damages, claims and liabilities
arising from any alleged products liability or from any accident or injury
whatsoever caused to any person, firm or corporation during the demised term in
the demised premises, unless such claim arises from a breach or default in the
performance by Landlord of any covenant or agreement on its part to be performed
under this Lease or the negligence of Landlord. The indemnification herein
provided shall include all costs, counsel fees, expenses and liabilities
incurred in connection with any such claim or any action or proceeding brought
thereon.

SECTION 28. REAL ESTATE TAXES

      Tenant shall pay Tenant's Proportionate Share (as hereinafter defined) of
any real estate taxes imposed upon the Shopping Center for each lease year
included within the period commencing with the Commencement Date and ending with
the expiration of the term of this Lease. For each lease year, "Tenant's
Proportionate Share" of the real estate taxes upon the Shopping Center
(including the Common

                                                                              19
<PAGE>

Areas) shall be the product of such taxes multiplied by a fraction, the
numerator of which shall be the ground floor area (expressed in square feet) of
the Demised Premises and the denominator of which shall be the gross leasable
floor area (expressed in square feet) of all areas in the Shopping Center that
are leased or are available for leasing.

      For the purpose of this Lease, the term "real estate taxes" shall include
any special and general assessments, water and sewer rents and other
governmental impositions imposed upon or against the Shopping Center of every
kind and nature whatsoever, extraordinary as well as ordinary, foreseen and
unforeseen and each and every installment thereof, which shall or may during the
lease term be levied, assessed or imposed upon or against such Shopping Center
and of all expenses, including reasonable attorneys' fees, administrative
hearing and court costs incurred in contesting or negotiating the amount,
assessment or rate of any such real estate taxes, minus any refund received by
Landlord.

      Notwithstanding any provision of this Lease to the contrary, Tenant shall
not be obligated to pay for any assessment for special improvements heretofore
installed or in the process of installation in connection with the initial
development of the Shopping Center, and Landlord hereby agrees to pay for the
same.

      The real estate taxes for any lease year shall be the real estate taxes
for the tax year terminating during said lease year. If any lease year shall be
greater than or less than twelve (12) months, or if the real estate tax year
shall be changed, an appropriate adjustment shall be made. If there shall be
more than one taxing authority, the real estate taxes for any period shall be
the sum of the real estate taxes for said period attributable to each taxing
authority. If, upon the assessment day for real estate taxes for any tax year
fully or partly included within the term of this Lease, a portion of such
assessment shall be attributable to buildings in the process of construction, a
fair and reasonable adjustment shall be made to carry out the intent of this
section.

      Upon request, Landlord shall submit to Tenant true copies of the real
estate tax bill for each tax year or portion of a tax year included within the
term of this Lease and shall bill Tenant for the amount to be paid by Tenant
hereunder. Said bill shall be accompanied by a computation of the amount payable
by Tenant and such amount shall be paid by Tenant within thirty (30) days after
receipt of said bill.

      Should the State of Ohio or any political subdivision thereof or any
governmental authority having jurisdiction thereof, impose a tax and/or
assessment (other than an income or franchise tax) upon or against the rentals
payable hereunder, in lieu of or in addition to assessments levied or assessed
against the demised premises, or Shopping Center, then such tax and/or
assessment shall be deemed to constitute a tax on real estate for the purpose of
this section.

                                                                              20
<PAGE>

SECTION 29. TENANT'S INSURANCE CONTRIBUTION

      Tenant shall pay as additional rent, Tenant's Proportionate Share (as
defined in Section 28 above) of the premiums for the insurance maintained by
Landlord on all buildings and improvements, as well as liability insurance, for
the Shopping Center, including the common areas, for each lease year during the
term of this Lease. The premiums for the first and last lease years shall be
prorated. Tenant shall pay Tenant's Proportionate Share of such premiums
annually upon demand for such payment by Landlord. Tenant's Proportionate Share
thereof shall be paid by Tenant within thirty (30) days after Landlord's demand
therefor.

SECTION 30. FIXTURES

      Provided that Tenant shall repair any damage caused by removal of its
property and provided that the Tenant is not in default under this Lease, Tenant
shall have the right to remove from the demised premises all of its signs,
shelving, electrical, and other fixtures and equipment, window reflectors and
backgrounds and any and all other trade fixtures which it has installed in and
upon the demised premises.

SECTION 31. SURRENDER

      The Tenant covenants and agrees to deliver up and surrender to the
Landlord the physical possession of the demised premises upon the expiration of
this Lease or its termination as herein provided in as good condition and repair
as the same shall be at the commencement of the original term, loss by fire
and/or ordinary wear and tear excepted, and to deliver all of the keys to
Landlord or Landlord's agents.

SECTION 32. HOLDING OVER

      There shall be no privilege of renewal hereunder (except as specifically
set forth in this Lease) and any holding over after the expiration by the Tenant
shall be from day to day on the same terms and conditions (with the exception of
rental which shall be prorated on a daily basis at twice the daily rental rate
of the most recent expired term) at Landlord's option; and no acceptance of rent
by or act or statement whatsoever on the part of the Landlord or his duly
authorized agent in the absence of a written contract signed by Landlord shall
be construed as an extension of the term or as a consent for any further
occupancy.

SECTION 33. NOTICE

      Whenever under this Lease provisions are made for notice of any kind to
Landlord, it shall be deemed sufficient notice and sufficient service thereof if
such notice to Landlord is in writing, addressed to Landlord at 1798 Frebis
Avenue, Columbus, Ohio 43206-3764, or at such address as Landlord may notify
Tenant in writing, and deposited in the United States mailed by registered or
certified mail, return

                                                                              21
<PAGE>

receipt requested, with postage prepaid or Federal Express, Express Mail or such
other expedited mail service as normally results in overnight delivery, with a
copy of same sent in like manner to Vice President, Real Estate, 1800 Moler
Road, Columbus, Ohio 43207. Notice to Tenant shall be sent in like manner to the
demised premises. All notices may be effective upon receipt or refusal of
receipt. Either party may change the place for service of notice by notice to
the other party.

SECTION 34. DEFAULT

      (a) Elements of Default: The occurrence of any one or more of the
following events shall constitute a default of this Lease by Tenant:

      1. Tenant fails to pay any monthly installment of minimum rent and/or
additional rent within ten (10) days after the same shall be due and payable;

      2. Tenant fails to perform or observe any term, condition, covenant or
obligation required to be performed or observed by it under this Lease for a
period of twenty (20) days after notice thereof from Landlord; provided,
however, that if the term, condition, covenant or obligation to be performed by
Tenant is of such nature that the same cannot reasonably be cured within twenty
(20) days and if Tenant commences such performance or cure within said twenty
(20) day period and thereafter diligently undertakes to complete the same, then
such failure shall not be a default hereunder if it is cured within a reasonable
time following Landlord's notice, but in no event later than forty-five (45)
days after Landlord's notice.

      3. If Tenant refuses to take possession of the demised premises at the
delivery of possession date, vacates or abandons the Premises for a period of
thirty (30) days or substantially ceases to operate its business or to carry on
its normal activities in the demised premises.

      4. A trustee or receiver is appointed to take possession of substantially
all of Tenant's assets in, on or about the demised premises or of Tenant's
interest in this Lease (and Tenant or any guarantor of Tenant's obligations
under this Lease does not regain possession within sixty (60) days after such
appointment); Tenant makes an assignment for the benefit of creditors; or
substantially all of Tenant's assets in, on or about the demised premises or
Tenant's interest in this Lease are attached or levied upon under execution (and
Tenant does not discharge the same within sixty (60) days thereafter).

      5. A petition in bankruptcy, insolvency, or for reorganization or
arrangement is filed by or against Tenant or any guarantor of Tenant's
obligations under this Lease pursuant to any Federal or state statute, and, with
respect to any such petition filed against it, Tenant or such guarantor fails to
secure a stay or discharge thereof within sixty (60) days after the filing of
the same.

                                                                              22
<PAGE>

      (b) Landlord's Remedies: Upon the occurrence of any event of default,
Landlord shall have the following rights and remedies, any one or more of which
may be exercised without further notice to or demand upon Tenant:

      1. Landlord may re-enter the demised premises and cure any default of
Tenant, in which event Tenant shall reimburse Landlord for any cost and expenses
which Landlord may incur to cure such default; and Landlord shall not be liable
to Tenant for any loss or damage which Tenant may sustain by reason of
Landlord's action.

      2. Landlord may terminate this Lease or Tenant's right to possession under
this Lease as of the date of such default, in which event: (a) neither Tenant
nor any person claiming under or through Tenant shall thereafter be entitled to
possession of the demised premises, and Tenant shall immediately thereafter
surrender the demised premises to Landlord; (b) Landlord may re-enter the
demised premises and dispose Tenant or any other occupants of the Premises by
force, summary proceedings, ejectment or otherwise, and may remove their
effects, without prejudice to any other remedy which Landlord may have for
possession or arrearages in rent; and (c) notwithstanding a termination of this
Lease (i) Landlord may declare all rent which would have been due under this
Lease for the balance of the term to be immediately due and payable, whereupon
Tenant shall be obligated to pay the same to Landlord, together with all loss or
damage which Landlord may sustain by reason of such termination and re-entry, or
(ii) Landlord may re-let all or any part of the demised premises for a term
different from that which would otherwise have constituted the balance of the
term of this Lease and for rent and on terms and conditions different from those
contained herein, whereupon Tenant shall immediately be obligated to pay to
Landlord as liquidated damages the difference between the rent provided for
herein and that provided for in any lease covering a subsequent re-letting of
the demised premises, for the period which would otherwise have constituted the
balance of the term of this Lease, together with all of Landlord's costs and
expenses for preparing the demised premises for re-letting, including all
repairs, tenant finish improvements, broker's and attorney's fees, and all loss
or damage which Landlord may sustain by reason of such termination, re-entry and
re-letting, it being expressly understood and agreed that the liabilities and
remedies specified in clauses (i) and (ii) hereof shall survive the termination
of this Lease. Tenant shall remain liable for payment of all rentals and other
charges and costs imposed on Tenant herein, in the amounts, at the times and
upon the conditions as herein provided. Landlord shall credit against such
liability of the Tenant all amounts received by Landlord from such re-letting
after first reimbursing itself for all costs incurred in curing Tenant's
defaults and re-entering, preparing and refinishing the demised premises for
re-letting, and re-letting the demised premises.

                                                                              23
<PAGE>

      3. Upon termination of this Lease pursuant to Section 34(b)2, Landlord may
recover possession of the demised premises under and by virtue of the provisions
of the laws of the State of Ohio, or by such other proceedings, including
reentry and possession, as may be applicable.

      4. Any damage or loss of rent sustained by Landlord may be recovered by
Landlord, at Landlord's option, at the time of the reletting, or in separate
actions, from time to time, as said damage shall have been made more easily
ascertainable by successive relettings, or at Landlord's option in a single
proceeding deferred until the expiration of the term of this Lease (in which
event Tenant hereby agrees that the cause of action shall not be deemed to have
accrued until the date of expiration of said term) or in a single proceeding
prior to either the time of reletting or the expiration of the term of this
Lease.

      5. In the event of a breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if reentry, summary
proceedings, and other remedies were not provided for herein. Mention in this
Lease of any particular remedy shall not preclude Landlord from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of the demised premises by reason of the violation by
Tenant of any of the covenants and conditions of this Lease or other use.

      (c) Additional Remedies and Waivers: The rights and remedies of Landlord
set forth herein shall be in addition to any other right and remedy now or
hereinafter provided by law and all such rights and remedies shall be
cumulative. No action or inaction by Landlord shall constitute a waiver of a
Default and no waiver of Default shall be effective unless it is in writing,
signed by the Landlord.

SECTION 35. WAIVER OF SUBROGATION

      Landlord and Tenant, and all parties claiming under each of them, mutually
release and discharge each other from all claims and liabilities arising from or
caused by any casualty or hazard covered or required hereunder to be covered in
whole or in part by insurance coverage required to be maintained by the terms of
this Lease on the demised premises or in connection with the Shopping Center or
activities conducted with the demised premises, and waive any right of
subrogation which might otherwise exist in or accrue to any person on account
thereof. All policies of insurance required to be maintained by the parties
hereunder shall contain waiver of subrogation provisions so long as the same are
available.

SECTION 36. LIABILITY OF LANDLORD; EXCULPATION

      (a) Except with respect to any damages resulting from the gross negligence
of Landlord, its agents, or employees, Landlord shall not be liable to Tenant,
its agents, employees, or customers for any damages,

                                                                              24
<PAGE>

losses, compensation, accidents, or claims whatsoever. The foregoing
notwithstanding, it is expressly understood and agreed that nothing in this
Lease contained shall be construed as creating any liability whatsoever against
Landlord personally, and in particular without limiting the generality of the
foregoing, there shall be no personal liability to pay any indebtedness accruing
hereunder or to perform any covenant, either express or implied, herein
contained, or to keep, preserve or sequester any property of Landlord, and that
all personal liability of Landlord, to the extent permitted by law, of every
sort, if any, is hereby expressly waived by Tenant, and by every person now or
hereafter claiming any right or security hereunder; and that so far as the
parties hereto are concerned, the owner of any indebtedness or liability
accruing hereunder shall look solely to the demised premises and the Shopping
Center for the payment thereof.

      (b) If the Tenant obtains a money judgment against Landlord, any of its
officers, directors, shareholders, partners, or their successors or assigns
under any provisions of or with respect to this Lease or on account of any
matter, condition or circumstance arising out of the relationship of the parties
under this Lease, Tenant's occupancy of the building or Landlord's ownership of
the Shopping Center, Tenant shall be entitled to have execution upon any such
final, unappealable judgment only upon Landlord's fee simple or leasehold estate
in the Shopping Center (whichever is applicable) and not out of any other assets
of Landlord, or any of its officers, directors, shareholders or partners, or
their successor or assigns; and Landlord shall be entitled to have any such
judgment so qualified as to constitute a lien only on said fee simple or
leasehold estate.

SECTION 37. RIGHTS CUMULATIVE

      Unless expressly provided to the contrary in this Lease, each and every
one of the rights, remedies and benefits provided by this Lease shall be
cumulative and shall not be exclusive of any other of such rights, remedies and
benefits or of any other rights, remedies and benefits allowed by law.

SECTION 38. MITIGATION OF DAMAGES

      Notwithstanding any of the terms and provisions herein contained to the
contrary, Landlord and Tenant shall each have the duty and obligation to
mitigate, in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under or violation of any of the terms
and provisions of this Lease agreement committed by the other.

SECTION 39. SIGNS

                                                                              25
<PAGE>

      No signs, whether building, free-standing, pylon or other signs, shall be
placed within the Shopping Center except as such sign shall comply with sign
criteria established by Landlord and with the prior written consent of Landlord
after sign drawings have been submitted to Landlord by Tenant.

SECTION 40. ENTIRE AGREEMENT

      This Lease shall constitute the entire agreement of the parties hereto;
all prior agreements between the parties, whether written or oral, are merged
herein and shall be of no force and effect. This Lease cannot be changed,
modified, or discharged orally but only by an agreement in writing signed by the
party against whom enforcement of the change, modification or discharge is
sought.

SECTION 41. LANDLORD'S LIEN

      In the event of default, Landlord shall have a lien for the performance of
any and all obligations of Tenant upon Tenant's fixtures, equipment, machinery,
goods, wares, merchandise and other personal property of Tenant located in the
demised premises.

SECTION 42. BINDING UPON SUCCESSORS

      The covenants, conditions, and agreements made and entered into by the
parties hereto shall be binding upon and inure to the benefit of their
respective heirs, representatives, successor and assigns.

SECTION 43. HAZARDOUS SUBSTANCES

      During the term of this Lease, Tenant shall not suffer, allow, permit or
cause the generation, accumulation, storage, possession, release or threat of
release of any hazardous substance or toxic material, as those terms are used in
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended, and any regulations promulgated thereunder, or any other present or
future federal, state or local laws, ordinances, rules, and regulations. Tenant
shall indemnify and hold Landlord harmless from any and all liabilities,
penalties, demands, actions, costs and expenses (including without limitation
reasonable attorney fees), remediation and response costs incurred or suffered
by Landlord directly or indirectly arising due to the breach of Tenant's
obligations set forth in this Section. Such indemnification shall survive
expiration or earlier termination of this Lease. At the expiration or sooner
termination hereof, Tenant shall return the demised premises to Landlord in
substantially the same condition as existed on the date of commencement hereof
free of any hazardous substances in, on or from the demised premises.

SECTION 44. TRANSFER OF INTEREST

      If Landlord should sell or otherwise transfer its interest in the demised
premises, upon an undertaking by the purchaser or transferee to be responsible
for all the covenants and undertakings of Landlord, Tenant agrees that Landlord
shall thereafter have no liability to Tenant under this Lease or any

                                                                              26
<PAGE>

modifications or amendments thereof, or extensions thereof, except for such
liabilities which might have accrued prior to the date of such sale or transfer
of its interest by Landlord.

SECTION 45. ACCESS TO PREMISES

      Landlord and its representatives shall have free access to the demised
premises at all reasonable times for the purpose of: (i) examining the same or
to make any alterations or repairs to the demised premises that Landlord may
deem necessary for its safety or preservation; (ii) exhibiting the demised
premises for sale or mortgage financing; (iii) during the last three (3) months
of the term of this Lease, for the purpose of exhibiting the demised premises
and putting up the usual notice "to rent" which notice shall not be removed,
obliterated or hidden by Tenant, provided, however, that any such action by
Landlord shall cause as little inconvenience as reasonably practicable and such
action shall not be deemed an eviction or disturbance of Tenant nor shall Tenant
be allowed any abatement of rent, or damages for an injury or inconvenience
occasioned thereby.

SECTION 46. HEADINGS

      The headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease.

SECTION 47. NON-WAIVER

      No payment by Tenant or receipt by Landlord or its agents of a lesser
amount than the rent in this Lease stipulated shall be deemed to be other than
on account of the stipulated rent nor shall an endorsement or statement on any
check or any letter accompanying any check or payment of rent be deemed an
accord and satisfaction and Landlord or its agents may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this Lease provided.

SECTION 48. SHORT FORM LEASE

      This Lease shall not be recorded, but a short form lease, which describes
the property herein demised, gives the term of this Lease and refers to this
Lease, shall be executed by the parties hereto, upon demand of either party and
such short form lease may be recorded by Landlord or Tenant at any time either
deems it appropriate to do so. The cost and recording of such short form lease
shall belong to the requesting party.

SECTION 49. ACCEPTANCE OF PREMISES

      Tenant accepts premises "As Is" with Landlord contributing $4,358,766.00
towards Tenant's improvement costs. Landlord shall pay the Tenant improvement
costs to the Tenant or Tenant's

                                                                              27
<PAGE>

contractor upon Tenant's commencement and paying rent. Landlords contribution
shall only be used in connection with Tenant's construction and permanent
leasehold improvements. At the termination of this Lease, Landlord shall own all
permanent leasehold improvements.

                                                                              28
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.

SIGNED AND ACKNOWLEDGED

IN THE PRESENCE OF:

                                 LANDLORD: JUBILEE LIMITED PARTNERSHIP
                                           An Ohio General Partnership
                                           By: Schottenstein Professional Asset
                                           Management Corporation
                                           Its General Partner

                                 BY: /s/ Jay Schottenstein
                                     ---------------------------------
                                     Jay Schottenstein
/s/ Leslie A Schutte
-------------------------------
/s/ Mindy McCombs                ITS: President and Chairman of the Board

                                 TENANT: VALUE CITY DEPARTMENT STORES, INC.
                                         An Ohio Corporation

/s/ Leslie A Schutte             BY: /s/ Jay Schottenstein
-------------------------------      ---------------------------------
/s/ Mindy McCombs                ITS:_________________________________

                                                                              29
<PAGE>

STATE OF OHIO :
                   :SS.
COUNTY OF FRANKLIN :

      The foregoing instrument was acknowledged before me this 21st day of July,
2000, by Jay Schottenstein,President and Chairman of the Board of Jubilee
Limited Partnership, an Ohio General Partnership, for and on behalf of said
Partnership.

                  /s/ Mindy McCombs
                  --------------------------
                       Notary Public

                                              [SEAL] MINDY McCOMBS
                                                     NOTARY PUBLIC STATE OF OHIO
                                                     MY COMM. EXPIRES 5/25/2004

STATE OF OHIO :
                   :SS.
COUNTY OF FRANKLIN :

      The foregoing instrument was acknowledged before me this 21st day of
July, 2000, by Jay Schottenstein of Value City Department Stores, Inc., for and
on behalf of said Corporation.

                  /s/ Mindy McCombs
                  --------------------------
                  Notary Public

                                              [SEAL] MINDY McCOMBS
                                                     NOTARY PUBLIC STATE OF OHIO
                                                     MY COMM. EXPIRES 5/25/2004

                                                                              30
<PAGE>

                                   EXHIBIT "A"

                                  [FLOOR PLAN]

<PAGE>

                          LEASE MODIFICATION AGREEMENT

      THIS AGREEMENT OF LEASE MODIFICATION, made this 2nd day of November, 2000,
by and between Jubilee Limited Partnership, an Ohio General Partnership, with
offices at 1798 Frebis Ave., Columbus, Ohio 43206-3764 (hereinafter called
"Landlord") and Value City Department Stores, Inc., an Ohio corporation, with
offices at 3241 Westerville Rd., Columbus, OH 43224 (hereinafter called
"Tenant").

                             BACKGROUND INFORMATION

      WHEREAS, on the 19th day of July, 2000, Landlord entered into a Lease with
Tenant for the premises commonly known as 3704 W. Dublin-Granville Rd.,
Columbus, OH 43235 (hereinafter called "Lease"); and

      WHEREAS, said Lease commenced 11-01-00 and expires 10-31-15; and

      WHEREAS, Landlord and Tenant have agreed to modify the square footage of
the premises and Landlord's contribution toward Tenant's improvement costs.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and
other good and valuable consideration, it is agreed as follows:

      1. Section 1. Premises, subsection (b) of the Lease shall delete "66,856
square feet with approximately 172' of frontage" and substitute in its place
"71,072 square feet with approximately 240' of frontage".

      2. Section 49. Acceptance of Premises of the Lease shall delete
"4,358,766.00" and substitute in its place "$3,506,854.00".

      3. Section 20. Use and Occupancy of the Lease, line 2, after the word
store, shall add "and/or retail shoe store".

      4. Section 13. Sublease or Assignment of the Lease, shall add a subsection
(c) which states, "Notwithstanding the above, Tenant shall have the right
without Landlord's consent, to sublet to Shonac Corporation dba DSW Shoe
Warehouse and/or Base Acquisition Corp. dba Filene's Basement".

                                                                               1
<PAGE>

      5. Section 16. Common Area Maintenance, Tenant's Share of the Lease, shall
delete "Four Thousand One Hundred Seventy Eight and 50/100 Dollars ($4,178.50)"
and substitute in its place "Four Thousand Four Hundred Forty Two and no/100
Dollars ($4,442.00)".

      6. Section 5. Minimum Rent, subsection (a) of the Lease shall delete
"Ninety One Thousand Ninety One and 30/100 Dollars ($91,091.30), Ninety Three
Thousand Eight Hundred Seventy Six and 97/100 Dollars ($93,876.97) and Ninety
Six Thousand Six Hundred Sixty Two and 63/100 Dollars ($96,662.63)" and replace
with Ninety Three Thousand Two Hundred Eighty Two and no/100 Dollars
($93,282.00), Ninety Six Thousand Two Hundred Forty Three and 33/100 Dollars
($96,243.33), Ninety Nine Thousand Two Hundred Four and 67/100 Dollars
($99,204.67)" respectively.

      7. Section 6. Percentage Rent, subsection (a) of the Lease shall delete
"$54.6M, $56.3M and $58M" and replace with "56.0M, $57.7M and $59.5M"
respectively.

      8. All other terms and conditions of the Lease as amended (except as
modified herein) shall remain in full force and effect.

      IN WITNESS WHEREOF, the parties hereunder have executed this Agreement
this______ day of November, 2000.
Signed and acknowledged
in the presence of:

                                 LESSOR: Jubilee Limited Partnership
                                         an Ohio Partnership
                                 BY: Schottenstien Professional Asset
                                     Management Corporation
                                 ITS: General Partner

/s/ Edward K. Arudt
---------------------
/s/ Leslie A. Schutte

                                 BY: /s/ Jay Schottenstein
                                     ----------------------------------
                                     Jay Schottenstein

                                 ITS: President and Chairman of the Board

                                 LESSEE: Value City Department Stores, Inc.
                                         an Ohio Corporation

/s/ Edward K. Arudt
---------------------
/s/ Leslie A. Schutte

                                 BY: /s/ Jay Schottenstein
                                     ----------------------------------
                                     Jay Schottenstein

                                 ITS: Chairman of the Board

                                                                               2
<PAGE>

STATE OF OHIO )
       ) ss
COUNTY OF FRANKLIN )

      BE IT REMEMBERED, that on the 30st day of November 2000, before me, a
Notary Public in and for said State, personally appeared Jubilee Limited
Partnership by Jay Schottenstein, the LESSOR in the foregoing Lease, who
acknowledged that the signing thereof was his/their free and voluntary act and
deed for the uses and purposes therein mentioned.

      IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.

                  /s/ Mindy McCombs
                  --------------------------
                  Notary Public

                                              [SEAL] MINDY McCOMBS
                                                     NOTARY PUBLIC STATE OF OHIO
                                                     MY COMM. EXPIRES 5/25/2004

STATE OF OHIO )
       ) ss
COUNTY OF FRANKLIN )

      BE IT REMEMBERED, that on the 30th day of November 2000, before me, a
Notary Public in and for said State, personally appeared Value City Department
Stores, Inc. by Jay Schottenstein, the LESSEE in the foregoing Lease, who
acknowledged that the signing thereof was his/their free and voluntary act and
deed for the uses and purposes therein mentioned.

      IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.

                  /s/ Mindy McCombs
                  --------------------------
                  Notary Public

                  [SEAL] MINDY McCOMBS
                         NOTARY PUBLIC STATE OF OHIO
                         MY COMM. EXPIRES 5/25/2004
                                                                               3