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                                                                   Exhibit 10.54

                              EMPLOYMENT AGREEMENT
                               (MICHAEL J. TANNER)
         THIS AGREEMENT is by and between Value City Department Stores, Inc.
("Company") and Michael J. Tanner ("Executive"), and is effective as of the date
it has been fully executed by both parties.

         Company agrees to employ Executive as its Chief Operating Officer, and
Executive hereby accepts such employment and agrees to serve Company subject to
the general supervision, advice and direction of Company's President or his
designee, and upon the following terms and conditions:

         1. POSITION AND DUTIES. Effective July 8, 1997, Executive shall be
employed as Company's Chief Operating Officer with such authority and duties as
are customary for this position, and shall perform such other services and
duties as the President or his designee 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.

                  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.

         2. TERM. This Agreement shall terminate two (2) years from Executive's
first day of employment (the "Initial Term"), unless sooner terminated as
provided herein; provided, however, that this Agreement shall be extended
automatically for successive twelve (12) month periods (each a "Renewal Term")
unless either party notifies the other of an intent to terminate, in writing, at
least sixty (60) calendar days prior to the expiration of the Initial Term or
any Renewal Term hereof..

         3. COMPENSATION.

                  3.1. BASE SALARY. Beginning on July 8, 1997, Company shall pay
         Executive an annual base salary of $300,000 as compensation for his
         services hereunder, payable in equal installments in accordance with
         Company's payroll practices for executive employees. Company's Board of
         Directors ("Board") may increase Executive's base salary at their
         discretion.


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                  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 fifty percent (50%) 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 one hundred twenty (120) days after the close of Company's
         fiscal year or thirty (30) days after completion of an outside audit by
         Company's then current outside audit firm, whichever is first to occur.

                       3.2.2. SIGNING BONUS. Executive shall receive a lump-sum
         payment of $35,000 within thirty (30) calendar days after this
         Agreement has been signed by both parties.

                  3.3. STOCK.

                       3.3.1. STOCK GRANT. Executive shall receive a stock grant
         of 10,000 shares of the Company's common stock ("restricted stock")
         within thirty (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 twenty percent (20%) per anniversary year of employment,
         (ii) any unvested portion will be forfeited upon Executive's voluntary
         resignation, and (iii) the grant will vest one hundred percent (100%)
         if Company terminates Executive's employment during the term of this
         Agreement, except for cause, or the Executive terminates his employment
         with the Company for Good Reason (defined below).

                       3.3.2. STOCK OPTIONS. Executive shall receive an option
         to purchase 25,000 shares of the Company's common stock granted as of
         his first day of employment. All options granted hereunder shall be
         Incentive Stock Options and shall be priced and subject to exercise in
         accordance with Company's "1991 Stock Option Plan" attached hereto.

                       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 President, or his designee, 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
         income 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

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         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.

               4. RELOCATION.

                  4.1. For up to six months, upon Executive's submission of
         appropriate expense reports and receipts, Company will pay for
         Executive's commuting expenses between Columbus, OH, and his primary
         residence, and his living expenses in Columbus, OH.

                  4.2. Company will pay reasonable and customary relocation
         expenses for Executive when he relocates himself and his immediate
         family from his primary residence in Oklahoma to Columbus, OH. (By way
         of example, and subject to any other provisions of this Agreement,
         "reasonable and customary" does not include horses, large boats, or
         antique automobiles.) Executive agrees to handle relocation in
         accordance with Company's standard relocation policy. Company agrees to
         reimburse Executive, after submission of the appropriate expense
         reports and receipts, for the 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 the
         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.

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                  5.2.     SOLICITATION.

                           5.2.1. EMPLOYEES. Executive agrees that during his
         employment with the Company and for a period of two (2) years
         thereafter, 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 with the Company and for a period of two (2) years
         thereafter, 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.

                  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. In consideration of such cooperation, Company hereby
         agrees to reimburse or advance monies to the Executive in an amount
         sufficient to fully cover any expenses or costs incurred by the
         Executive in providing such assistance. Provided, further, that should
         the Company request or require the Executive's assistance with such
         proceedings following his termination of employment with the Company,
         then as a condition of the Executive's cooperation as provided herein,
         Company agrees to pay Executive an hourly rate commensurate to his
         position and the work required, but in no event less than $125 per
         hour; such amount shall be in addition to the Executive's right to
         receive reimbursement or advances for expenses incurred as provided in
         this paragraph 5.4.1. 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 use
         reasonable efforts not to communicate with, or give statements or
         testimony to, any opposing attorney, opposing attorney's representative
         (including private investigator), or current or former employee
         relating to any matter about which Executive has knowledge or
         information as a result of his

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         employment with Company unless compelled to do so by lawfully-served
         subpoena or court order. Such matters specifically include, but not
         limited to, any pending or threatened lawsuits or administrative
         investigations. Executive also agrees to use reasonable efforts to
         notify Company's President immediately if he is contacted by a third
         party or compelled by subpoena or court order to appear and testify,
         whichever occurs first.

                           5.4.3. WITH MEDIA. Executive agrees not 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
         unless Executive has a subjective good faith belief that: (1) Company's
         Chairman and President are unavailable; and (2) failure to communicate
         with or give a statement to one (1) or more members of the media would
         not be in the best business interests of the Company. Such matters
         specifically include, but are not limited to, any pending or threatened
         lawsuits or administrative investigations. Executive also agrees to use
         reasonable effort to notify Company's Chairman or President immediately
         if he is contacted by any member of the media.

                  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 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 for services performed in the
         bonus year of termination at the same time it would have been payable
         to Executive.

                  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 ninety (90) calendar days
         during any twelve (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 for
         services performed in the bonus year of termination at the same time it
         would have been payable to Executive.

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                  6.3. TERMINATION BY COMPANY.

                       6.3.1. AT THE END OF TERM. Company may terminate this
         Agreement at the end of the Initial Term or any Renewal Term by giving
         written notice to Executive at least sixty (60) calendar days prior to
         the expiration of the then current term. Company may, at its sole
         discretion, require Executive to cease active employment and pay out
         Executive's salary and shall continue to provide health benefits
         (including dental, disability and life insurance) for Executive, at its
         sole cost and expense, for the remainder of such sixty (60) day notice
         period. Company shall thereafter have no obligations or liabilities
         under this Agreement, unless otherwise provided herein.

                       6.3.2. DURING TERM. Except as provided below in paragraph
         6.3.3., Company may terminate this Agreement during its term, for any
         reason, upon written notice to Executive. Company may, in its sole
         discretion, require Executive to cease active employment immediately.
         In the event Executive's Employment is terminated during the Initial
         Term or any Renewal Term hereof for any reason other than: (i) for
         cause pursuant to paragraph 6.3.3 below; or (ii) by Voluntary
         Resignation by the Executive pursuant to paragraph 6.4.2: or (iii) by
         death or disability; then Company shall pay Executive severance which
         is the greater of (i) the base salary due through the end of this
         Agreement, or (ii) one (1) year's base salary. Further, Company shall
         continue to provide health benefits (including dental disability and
         life insurance) for Executive, at its sole cost and expense, during the
         period of salary continuation. Any stock options granted to Executive,
         whether in accordance with paragraph 3.3.2 or otherwise, shall be
         vested and exercisable as if Executive had remained employed by Company
         for the period of salary continuation. 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 Executive's (i) a willful violation
         of laws and regulations governing Company; (ii) Executive's failure to
         substantially perform his position or comply with any material terms of
         this Agreement, provided Company shall make a written demand for
         substantial performance or compliance setting forth the specific
         reason(s) for same and Executive shall have thirty (30) days to cure,
         if possible; (iii) a willful breach of fiduciary duties; or (iv) a
         willful misrepresentation or willful dishonesty which Company
         determines has had or is likely to have a material adverse effect upon
         Company's operations or financial conditions. 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 6 in a lump sum or in the form of
         salary continuation, but in no event shall such payout period exceed
         (i) the remainder of the term of the Agreement, or (ii) one year,
         whichever is longer. For

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         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. The interest rate used to
         calculate the present value of the payment to be received shall be
         calculated based upon National City Bank's prime interest rate in
         effect at the time the lump sum payment is to be made.

                  6.4. TERMINATION BY EXECUTIVE.

                       6.4.1. AT END OF TERM. Executive may terminate this
         Agreement at the end of the Initial Term or any Renewal Term by giving
         written notice to Company's President at least sixty (60) calendar days
         prior to the expiration of the then current term. Company may, in its
         sole discretion, accept Executive's termination effective immediately;
         provided, however, that it shall continue to pay Executive's salary and
         shall continue to provide health benefits (including dental, disability
         and life insurance) for Executive, at its sole cost and expense, for
         the remainder of such sixty (60) day notice period. Any stock options
         granted to Executive, whether in accordance with paragraph 3.3.2 or
         otherwise, as if Executive had remained employed by Company for the
         period of salary continuation. 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 sixty (60) calendar days' written notice of his intention to
         resign to Company's President, 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. TERMINATION OF EMPLOYMENT BY THE EXECUTIVE 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, in addition
         to any sums or benefits payable to executive in accordance with the
         terms of this Agreement, Company shall pay Executive (or his estate)
         any unpaid portion of his salary that has accrued by virtue of his
         employment during the period prior to termination together with any
         unpaid business expenses properly incurred under this Agreement prior
         to termination. Such amounts shall be paid within fifteen (15) days of
         the date of termination.

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                  6.6 PAYMENT OF PRO RATA SHARE OF BONUSES. As used in this
         Agreement, the term "pro rata share" shall mean a fraction the
         numerator of which is equal to the number of calendar days that
         Executive was actively employed by the Company and the denominator is
         365.

                  6.7. "PARACHUTE PAYMENTS" UNDER THE INTERNAL REVENUE CODE
                       ("CODE").

                       6.7.1. For purposes of paragraph 6.7., 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.

                       6.7.2. 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
         value three (3) times Executive's base amount. If this were to occur,
         any severance benefits payable to Executive shall be made only in
         accordance with subparagraph 6.7.3. below, notwithstanding any other
         provision in this Agreement.

                       6.7.3. Not later than thirty (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
         thirty (30) days from the receipt of such schedule by Executive. At any
         time prior to the expiration of said thirty (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 (3) times Executive's
         base amount. If Executive fails to make such selection, Company shall
         do so.

                       6.7.4. 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 paragraph 6.7 and all corresponding
         subparagraphs 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, paragraph 6.7 and all corresponding
         subparagraphs 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, paragraph
         6.7 and all corresponding subparagraphs 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.

                  6.8. NO OBLIGATION TO MITIGATE DAMAGES. The Executive shall
         not be required to

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         mitigate damages or the amount of any payment provided for under this
         Agreement by seeking other employment or otherwise, nor shall the
         amount of any payment provided for under this Agreement be reduced by
         any compensation earned by the Executive as a result of employment by
         another employer, or otherwise.

         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 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
         to the Federal Rules of Civil Procedure; provided, however, that the
         Arbitrator shall have the 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 and to determine the respective rights of the parties as to
         each other. 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 one hundred twenty (120) days of when
         it reasonably should have been discovered by the affected party given
         the facts and circumstances surrounding the controversy, 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 4.3, 5, 6 and 7 shall survive the termination of
         this Agreement and continue in full force and effect.

                  8.2. Except as 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.

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                  8.3. 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.

                  8.4. 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.

                  8.5. 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.

                  8.6. 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.

                  8.7. 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.

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

                  8.9. 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 this Agreement
     consisting of ten (10) pages.

                                    EXECUTIVE



                                    MICHAEL J. TANNER

                                    Signed:  June ____, 1997
                                    VALUE CITY DEPARTMENT STORES, INC.

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                                     By:   JAY SCHOTTENSTEIN
                                     Chairman

                                     Signed:  June ____, 1997

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