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                                                                   Exhibit 10.52



                              EMPLOYMENT AGREEMENT
                               (Martin P. Doolan)


         THIS AGREEMENT is by and between Value City Department Stores, Inc.
("Company") and Martin P. Doolan ("Executive"), and is effective as of the date
it has been fully executed by both parties.

Company agrees to employ Executive as President and Chief Executive Officer,
and to appoint Executive to Company's Board of Directors, and Executive hereby
accepts such employment and appointment and agrees to serve Company subject to
the general supervision, advice and direction of Company's Board of Directors
("Board"), and upon the following terms and conditions:

1. Position and Duties. Effective July 1, 1997, Executive shall be employed as
Company's President and Chief Executive Officer, with such authority and duties
as are customary for this position, and shall perform such other services and
duties as the Board may from time to time designate.

         1.1. Executive agrees to devote his full business time, best efforts,
and undivided attention to the business and affairs of Company, except for any
vacations, illness, or disability. Executive shall not engage in any other
businesses that would interfere with his duties, provided that nothing
contained herein is intended to limit Executive's right to make passive
investments in the securities of publicly-owned companies or other businesses
which will not interfere or conflict with his duties hereunder or, with the
prior consent of the Chairman, to sit on the boards of other businesses. The
Company hereby consents to Executive's current and future investment in the
securities of American Eagle Outfitters, U.S. Netting, Inc., Walt's Radiator
and Muffler, Inc., Baxter, Inc., OK Industries, Inc. and Air Shield, Inc.
(collectively, the "Businesses"), together with Executive's continued and/or
future position as a director and/or officer of one or more of the Businesses.

         1.2. Executive agrees that he shall at all times observe and be bound
by all rules, policies, practices, and resolutions heretofore or hereafter
adopted in writing by the Company which are generally applicable and provided
to Company's officers and employees and which do not otherwise conflict with
this Agreement.

         1.3. Company shall indemnify Executive in the performance of his
duties and responsibilities and advance expenses in connection therewith to the
same extent as other senior executives and officers. Such rights shall not be
subject to arbitration under paragraph 7.

2. Term. This Agreement shall terminate two years from Executive's first date
of employment unless sooner terminated as provided herein; provided, however,
that this Agreement shall be extended automatically for successive 12-month
periods unless either party notifies the other of an intent to terminate, in
writing, at least 60 calendar days prior to the date of automatic extension
(July 1).

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3.       Compensation.

         3.1. Base Salary. Beginning on July 1, 1997, Company shall pay
Executive an annual base salary of $600,000 as compensation for his services
hereunder, payable in equal installments in accordance with Company's payroll
practices for executive employees. Company's Board may increase Executive's
base salary at their discretion.

         3.2. Bonus.

                  3.2.1. Performance Bonus. During the term of this Agreement,
Executive will be eligible to receive an annual performance bonus targeted at
100% of his base salary. This bonus shall be calculated based on agreed- upon,
Board-approved, pre-determined performance targets and measures set prior to
the end of each fiscal year. Any performance bonus determined to be due will be
paid within 120 calendar days after the close of Company's fiscal year and
completion of an outside audit by Company's then current outside audit firm.

                  3.2.2. Signing Bonus. Executive shall receive a lump-sum
payment of $350,000 within 30 days after this Agreement has been signed by both
parties.

         3.3. Stock.

                  3.3.1. Stock Grant. Executive or, at Executive's sole
discretion, the Doolan Family First Limited Partnership shall receive a stock
grant of 75,000 shares of common stock of the Company ("restricted stock"),
which stock is traded under the symbol "VCD" on the New York Stock Exchange,
within 30 calendar days after this Agreement has been signed by both parties.
This stock grant will be subject to all terms and conditions set forth in the
"Restricted Stock Agreement" attached hereto which provides, among other
things, that (i) the grant vests at the rate of 20% per anniversary year of
employment, (ii) any unvested portion will be forfeited upon Executive's
voluntary resignation, and (iii) the grant will vest 100% if Company terminates
Executive's employment involuntarily either during or at the end of the term of
this Agreement, except for cause.

                  3.3.2. Stock Options. Executive or, at Executive's sole
discretion, the Doolan Family First Limited Partnership shall receive 325,000
incentive stock options for common stock of the Company granted as of his first
day of employment. All options granted hereunder shall be priced at the
publicly-traded price of the Company's stock at the close of trading on July 1,
1997, and subject to exercise in accordance with Company's "1991 Stock Option
Plan" attached hereto.


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         3.4. Vacation. During the term of this Agreement, Executive shall be
entitled to vacation commensurate with other senior executives. The dates of
said vacations shall be mutually agreed upon by Company's Chairman and
Executive.

         3.5. Car. During the term of this Agreement, Company will pay
Executive a car allowance of $15,000 per year, grossed up for tax purposes, to
be paid on a monthly basis. (The term " grossed up" as used in this Agreement
refers to a payment to Executive in an amount that, after reduction for any
income or excise taxes due, is equal to the net amount payable.)

         3.6. Business Expenses. Company shall pay, advance or reimburse
Executive for all normal and reasonable business-related expenses, including
travel expenses, incurred in the performance of his duties on the same basis as
paid to other senior executives. Company shall furnish Executive with company
credit cards provided to other senior executives for use solely in the
performance of his duties.

         3.7. Taxes. The compensation provided to Executive hereunder shall be
subject to any withholdings and deductions required by any applicable tax laws.

         3.8. Benefit Plans. Executive is entitled to participate in any
deferred compensation or other employee benefit plans, including any profit
sharing or 401(k) plans; group life, health, hospitalization and disability
insurance plans; discount privileges; and other employee welfare benefits made
available generally to, and under the same terms as, Company's executives.
Until Executive is eligible to participate in Company's health plan (September
1, 1997), Company will pay Executive its share of the Company's monthly health
plan premium, grossed up for tax purposes, to apply toward continuing health
coverage with his prior employer (COBRA).

4.       Relocation.

         4.1. For two years Company will pay Executive's and his spouse's
commuting expenses between Columbus, OH, and his primary residence, and his
living expenses in Columbus, OH, in a temporary residence that is agreed upon
mutually by the parties. The foregoing commuting expenses shall include
expenses for Executive's and his spouse's commute between Columbus, OH and his
primary residence on weekends during the term of this Agreement.

         4.2. Company will pay reasonable and customary relocation expenses for
Executive if he were to relocate himself and his spouse from his primary
residence in Dallas, TX, to Columbus, OH. (By way of example, "reasonable and
customary" does not include horses, large boats, or antique automobiles.)
Subject to any other provisions of this Agreement, Executive agrees to handle
relocation in accordance with Company's standard relocation practice for senior
executives. Company agrees to reimburse Executive, after submission of the
appropriate expense reports and receipts,

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for all reasonable out-of-pocket expenses related to said relocation.

         4.3. If any of these expenses are determined to be taxable, they will
be grossed up.

5. Executive's Obligations.

         5.1. Confidential Information. Executive agrees that during and after
his employment, any "confidential information" as defined below shall be held
in confidence and treated as proprietary to Company. Executive agrees not to
use or disclose any confidential information except to promote and advance the
business interests of Company. Executive agrees that upon his separation from
employment, for any reason whatsoever, he shall not take or copy, and shall
immediately return to Company, any documents that constitute or contain
confidential information. "Confidential information" includes, but is not
limited to, any confidential data, figures, projections, estimates, pricing
data, customer lists, buying manuals or procedures, distribution manuals or
procedures, other policy and procedure manuals or handbooks, supplier
information, tax records, personnel histories and records, information
regarding sales, information regarding properties and any other confidential
information regarding the business, operations, properties or personnel of
Company which are disclosed to or learned by Executive as a result of his
employment, but shall not include his personal personnel records. Confidential
information shall not include any information that (i) Executive had in his
possession prior to his first performing services for Company; (ii) becomes a
matter of public knowledge thereafter through sources independent of Executive;
(iii) is disclosed by Company without restriction on its use; or (iv) is
required to be disclosed by law or governmental order or regulation.

         5.2.     Solicitation.

                  5.2.1. Employees. Executive agrees that during his employment
and for two years after the end of his employment, for any reason, he shall
not, directly or indirectly, solicit Company's employees to leave their
employment; he shall not employ or seek to employ them; and, he shall not cause
or induce any of Company's competitors to solicit or employ Company's
employees.

                  5.2.2. Third Parties. Executive agrees that during his
employment and for two years following the end of his employment, for any
reason, he shall not, either directly or indirectly, recruit, solicit or
otherwise induce or influence any customer, supplier, sales representative,
lender, lessor or any other person having a business relationship with Company
to discontinue or reduce the extent of such relationship except in the course
of his duties pursuant to this Agreement and with the good faith objective of
advancing Company's business interests.


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         5.3. Noncompetition. Executive agrees that for any period of salary
continuation following the end of his employment, for any reason, he shall not,
either directly or indirectly, accept employment with, act as a consultant to,
or otherwise perform the same services (which shall be determined regardless of
job title) for any business that directly competes with Company's business,
which shall be understood as the sale of off-price merchandise.

         5.4.     Cooperation.

                  5.4.1. With Company. Executive agrees to cooperate with
Company during the course of all third-party proceedings arising out of
Company's business about which Executive has knowledge or information. Such
proceedings may include, but are not limited to, internal investigations,
administrative investigations or proceedings, and lawsuits (including pre-trial
discovery). For purposes of this paragraph, cooperation includes, but is not
limited to, Executive's making himself available for interviews, meetings,
depositions, hearings, and/or trials without the need for subpoena or
assurances by Company, providing any and all documents in his possession that
relate to the proceeding, and providing assistance in locating any and all
relevant notes and/or documents.

                  5.4.2. With Third Parties. Executive agrees to communicate
with, or give statements to, third parties relating to any matter about which
Executive has knowledge or information as a result of his employment only to
the extent that it is Executive's good faith belief that such communication or
statement is in Company's business interests.

                  5.4.3. With Media. Executive agrees to communicate with, or
give statements to, any member of the media (print, television or radio)
relating to any matter about which Executive has knowledge or information as a
result of his employment only to the extent that it is Executive's good faith
belief that such communication or statement is in Company's business interests.

         5.5. Remedies. Executive agrees that any disputes under paragraph 5
shall not be subject to arbitration. If Executive breaches paragraph 5, the
damage will be substantial, although difficult to quantify, and money damages
may not afford Company an adequate remedy; therefore, if Employee breaches or
threatens to breach this paragraph, Company shall be entitled, in addition to
other rights and remedies, to specific performance, injunctive relief and other
equitable relief to prevent or restrain such conduct.

6.       Termination and Related Benefits.

         6.1. Death. This Agreement shall terminate automatically upon
Executive's Death, and Company shall pay his surviving spouse, or if he leaves
no spouse, his

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estate, any base salary earned by Executive, and any rights or benefits that
have vested. In addition, Company shall pay Executive's surviving spouse, or if
he leaves no spouse, his estate, the pro rata share of any bonus that, but for
Executive's death, would otherwise have been payable to Executive, including
any unpaid signing bonus. Any pro rata share shall be determined based on the
number of days that Executive was actively employed on a full-time basis during
the bonus year.

         6.2. Permanent Disability. Upon Executive's permanent disability,
Company shall have the right to terminate this Agreement immediately with
written notice. For these purposes, permanent disability shall mean that
Executive fails to perform his duties on a full-time basis for a period of more
than 90 calendar days during any 12-month period, due to a physical or mental
disability or infirmity. If this Agreement is terminated due to Executive's
permanent disability, Company shall pay Executive any base salary earned and
any rights or benefits that have vested. In addition, Company shall pay
Executive the pro rata share of any bonus that, but for termination, would
otherwise have been payable to Executive. Any pro rata share shall be
determined based on the number of days that Executive was actively employed on
a full-time basis during the bonus year.

         6.3.     Termination by Company.

                  6.3.1. At End of Term. Company may terminate this Agreement
at the end of its term or any extension of this Agreement by giving 60 calendar
days' written notice to Executive. Company may, in its sole discretion, require
Executive to cease active employment and pay out the 60-day notice period.
Company shall thereafter have no obligations or liabilities under this
Agreement, unless otherwise provided herein.

                  6.3.2. During the Term. Except as provided below in paragraph
6.3.3., Company may terminate this Agreement during its term, for any reason,
upon 30 days' written notice to Executive. Company may, in its sole discretion,
require Executive to cease active employment immediately. In the event of such
a termination, or a termination by Executive pursuant to paragraph 6.4.3,
Company shall have the following obligations:

         Pay Executive a severance amount equal to the greater of (a)
                  Executive's base salary through the remainder of the term of
                  this Agreement, or (b) one year's base salary;

         If Executive has been employed the full fiscal year prior to the date
                  of termination, pay Executive any performance bonus declared,
                  but unpaid;

         (iii)    Provide health benefits (including dental, disability, and
                  life insurance) for one year under the same terms as provided
                  to other Company executives;

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         (iv)     Executive's stock options shall be vested and exercisable as
                  if Executive had remained employed by Company either (a)
                  through the remainder of the term of this Agreement, or (b)
                  for one year following date of termination, whichever is
                  longer; and

         (v)      Company shall thereafter have no further obligations or
                  liabilities under this Agreement, unless otherwise provided
                  herein.

                  6.3.3. For Cause. Company may terminate this Agreement during
its term if it has "cause" to do so. For purposes of this paragraph, the term
"cause" means the following:

         (i)   willful violation of laws and regulations governing Company;

         (ii)  willful failure to substantially comply with any material terms
               of this Agreement, provided Company shall make a written demand
               for substantial compliance setting forth the specific reason(s)
               for same and Executive shall have 60 days to cure, if possible;

         (iii) willful breach of fiduciary duties;

         (iv)  willful damage, willful misrepresentation, or willful dishonesty
               which Company determines has had or is likely to have a material
               adverse effect upon Company's operations, assets, or financial
               conditions; or

         (v)   willful breach of any stated material employment policy of
               Company.

Failure to meet performance targets and measures shall not constitute "cause"
as that term is used herein. Executive may have an opportunity to be heard by
the Board prior to a termination for cause. For purposes of this paragraph,
Executive's acts or omissions shall be considered "willful" if done without a
good faith, reasonable belief that such act or omission was in Company's best
interest. In the event of termination for cause, Company's obligations
hereunder cease on Executive's last day of active employment, unless otherwise
provided herein.

                  6.3.4. Method of Payment. Executive agrees that Company shall
have the option of paying the present value of any amount(s) due under this
paragraph in a lump sum or in the form of salary continuation, but in no event
shall such payout period exceed the longer of (i) the remainder of the term of
this Agreement, or (ii) one year. For purposes of paragraph 5 (noncompetition),
if a present value lump sum is paid, the period of salary continuation shall be
the period covered by the lump sum. Present value shall be calculated based
upon National City Bank's prime interest rate.


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         6.4.     Termination by Executive.

                  6.4.1. At End of Term. Executive may terminate this Agreement
at the end of its term or any extension of this Agreement by giving 60 calendar
days' written notice to Company's Chairman. Company may, in its sole
discretion, accept Executive's termination effective immediately; provided,
however, that it shall continue to pay Executive for 60 calendar days. Company
shall thereafter have no obligations to Executive under this Agreement.

                  6.4.2. Voluntary Resignation. Executive may terminate this
Agreement by his voluntary resignation. Executive shall give at least 60
calendar days' written notice of his intention to resign to Company's Chairman,
which Company may accept immediately. In the event of Executive's resignation,
Company will have no further obligations or liability hereunder except as
provided herein.

                  6.4.3. For Good Reason. Executive may terminate his
employment hereunder for good reason, which shall mean (i) Company's failure to
substantially comply with any material terms of this Agreement, provided that
Executive has given written notice to Company of any alleged noncompliance and
such alleged noncompliance continues for 30 days after receipt, or (ii) a
material change in Executive's position, authority, functions, duties or
responsibilities including, without limitation, material changes in Company's
control or structure about which Executive has no knowledge, which would reduce
Executive's position, authority, functions, duties or responsibilities during
the Agreement.

         6.5. Salary Due at Termination. In the event of any termination of
Executive's employment under this Agreement, Executive (or his estate) shall be
paid any unpaid portion of his salary that has accrued by virtue of his
employment during the period prior to termination, and any unpaid, declared
bonus, together with any unpaid business expenses properly incurred under this
Agreement prior to termination. Such amounts shall be paid within 15 days of
the date of termination, unless otherwise provided herein.

         6.6.     "Parachute Payments" under the Internal Revenue Code ("Code").

                  6.6.1. For purposes of paragraph 6.6., the terms " parachute
payment," "excess parachute payment," "present value," "base amount," and
"excise tax" have the meanings ascribed to them in Sections 280G and 4999 of
the Code.

                  6.6.2. The amounts, benefits, and rights to be provided to
Executive upon a termination of employment under this Agreement are considered
"severance benefits." No severance benefits shall be payable to Executive to
the extent that the total of such benefits and any payments, which would be
deemed under Section 280 of the Code to constitute "parachute payments," would
equal or exceed in their present

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value three times Executive's base amount. If this were to occur, any severance
benefits payable to Executive shall be made only in accordance with
subparagraph 6.6.3 below, notwithstanding any other provision in this
Agreement.

                  6.6.3. Not later than 30 days after the date of termination,
Company shall provide Executive with a schedule specifying the present value of
the severance benefits that, in Company's opinion, could constitute parachute
payments under Section 280G of the Code. No severance benefits payable under
this Agreement shall be made until 30 days from the receipt of such schedule by
Executive. At any time prior to the expiration of said 30-day period, Executive
may select from all or part of any category of payment to be made under this
Agreement those payments to be made to him in an amount the present value of
which (when combined with the present value of any other payments otherwise
payable to Executive by Company that may be deemed parachute payments) is less
than three times Executive's base amount. If Executive fails to make such
selection, Company shall do so.

                  6.6.4. The references to Code Sections 280G and 4999 are
specific references to such sections as in effect on the date of this
Agreement.  If either section is amended prior to the expiration or termination
of this Agreement, or replaced by a successor statute, the limitations imposed
by this paragraph upon payments to be made to Executive shall be deemed
modified without further action of the parties so as to provide only for such
limitations that are consistent with such amendment(s) or successor statute(s),
as the case may be. If Section 4999, or its successor statute, is repealed,
this paragraph shall cease to be effective as of the date of such repeal. The
parties to this Agreement recognize that final Treasury Regulations under
Section 280G may affect the amounts payable hereunder and agree that, upon
issuance of any such final Regulations, this paragraph may be modified as in
good faith deemed necessary in light of the provisions of such final
Regulations to achieve the purposes hereof, and that consent to such
modification(s) shall not be unreasonably withheld.

7. Arbitration. Unless stated otherwise herein, the parties agree that
arbitration shall be the sole and exclusive remedy to redress any dispute,
claim or controversy involving the interpretation of this Agreement or the
terms, conditions or termination of this Agreement or the terms, conditions or
termination of Executive's employment with Company. The parties intend that any
arbitration award shall be final and binding and that a judgment on the award
may be entered in any court of competent jurisdiction and enforcement may be
had according to its terms. This paragraph shall survive the termination or
expiration of this Agreement.

         7.1. Arbitration shall be held in Columbus, Ohio, and shall be
conducted by a retired federal judge or other qualified arbitrator mutually
agreed upon by the parties in accordance with the Voluntary Arbitration Rules
of the American Arbitration Association then in effect. The parties shall have
the right to conduct discovery pursuant the Federal Rules of Civil Procedure;
provided, however, that the Arbitrator shall have the

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authority to establish an expedited discovery schedule and cutoff and to
resolve any discovery disputes. The Arbitrator shall not have jurisdiction or
authority to change any provision of this Agreement by alterations of,
additions to or subtractions from the terms hereof. The Arbitrator's sole
authority in this regard shall be to interpret or apply any provision(s) of
this Agreement. The Arbitrator shall be limited to awarding compensatory
damages, including unpaid wages or benefits, but shall have no authority to
award punitive, exemplary or similar-type damages.

         7.2. Any claim or controversy not sought to be submitted to
arbitration, in writing, within 120 days of when it arose shall be deemed
waived and the moving party shall have no further right to seek arbitration or
recovery with respect to such claim or controversy.

         7.3. The arbitrator shall be entitled to award expenses, including the
costs of the proceeding, and reasonable counsel fees.

         7.4. The parties hereby acknowledge that since arbitration is the
exclusive remedy, neither party has the right to resort to any federal, state
or local court or administrative agency concerning breaches of this Agreement,
except as otherwise provided herein in paragraph 5, and that the decision of
the Arbitrator shall be a complete defense to any suit, action or proceeding
instituted in any federal, state or local court before any administrative
agency with respect to any arbitrable claim or controversy.

8.       General Provisions.

         8.1. The parties agree that the covenants and promises set forth in
paragraphs 5, 6 and 7 shall survive the termination of this Agreement and
continue in full force and effect.

         8.2. Except as otherwise provided in paragraph 7.2 above, failure to
insist upon strict compliance with any term hereof shall not be considered a
waiver of any such term.

         8.3. Company shall pay Executive's reasonable legal fees incurred in
the negotiation of this Agreement up to a maximum of $4,000, upon receipt of an
appropriate invoice.

         8.4. This Agreement and its two attachments, along with any other
document or policy or practice referenced herein (which are collectively
referred to as "Agreement" herein), contain the entire agreement of the parties
regarding Executive's employment and supersede any prior written or oral
agreements or understandings relating to the same. No modification or amendment
of this Agreement shall be valid unless in writing and signed by or on behalf
of both parties.

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         8.5. If Executive's employment terminates, for any reason whatsoever,
he shall immediately tender his written resignation from the Board, which
resignation the Chairman may or may not accept.

         8.6. Once signed by both parties, this Agreement shall be binding upon
and shall inure to the benefit of the heirs, successors, and assigns of the
parties.

         8.7. This Agreement is intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provisions of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be held
invalid or unenforceable, such invalidity and unenforceability shall not affect
the remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.

         8.8. The validity, construction, and interpretation of this Agreement
and the rights and duties of the parties hereto shall be governed by the laws
of the State of Ohio, without reference to the Ohio choice of law rules.

         8.9. Any written notice required or permitted hereunder shall be
mailed, certified mail (return receipt requested) or hand-delivered, addressed
to Company's Chairman at Company's then principal office, or to Executive at
the most recent home address. Notices are effective upon receipt.

         8.10. The rights of Executive under this Agreement shall be solely
those of an unsecured general creditor of Company.

         8.11. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
consisting of 11 pages.

                                   EXECUTIVE


                                  _____________________________
                                  Martin P. Doolan

                                  Signed: July ___, 1997




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                                   VALUE CITY DEPARTMENT STORES, INC.


                                   By:    _____________________________________
                                        Jay Schottenstein
                                        Chairman

                                        Signed: July ___, 1997





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