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                                                                   Exhibit 10.57


                                    L E A S E

         THIS AGREEMENT OF LEASE, made this 3RD day of May, 1998, by and between
The Valley Fair Corporation, a Delaware corporation (hereinafter referred to as
"Landlord"), with offices at 260 Bergen Turnpike, Little Ferry, New Jersey 07643
and Value City Department Stores, Inc. an Ohio corporation, with offices at 3241
Westerville Road, Columbus, Ohio 43224 (hereinafter referred to as "Tenant").


                                   WITNESSETH:

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"), at
468-480 Chancellor Avenue in the City of Irvington, and State of New Jersey. The
location, size, and area of the demised premises 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 145,050 square feet.

SECTION 2.   TERM

         The term of this Lease shall be for a period of fifteen (15) years,
commencing the 3RD day of  MAY, 1998. Tenant accepts the premises in an "AS IS"
condition.

SECTION 3.   RENEWAL OPTIONS

         (a) The Tenant shall have four (4) consecutive separate options to
extend the term of this Lease for successive renewal terms of five (5) Lease
Years each. The Tenant may exercise each such renewal option by giving written
notice to the Landlord at least six (6) months prior to the end of the then
current term or renewal term. Rental during these renewal terms are specified
under section 4 below.

SECTION 4.   MINIMUM RENT

         (a) During the Initial Term and any renewal term hereof, the Tenant
agrees to pay to the Landlord annual base rent in the amounts and for the
periods set forth below.

<TABLE>
<CAPTION>
                                           INITIAL TERM
                                           ------------
         Period       Per Sq. Ft.           Annual Rent           Monthly Rent

<S>      <C>          <C>                   <C>                   <C>       
         1-15         5.00                  $725,250.00           $60,437.50


                                         RENEWAL LEASE TERM
                                         ------------------
<S>      <C>          <C>                   <C>                   <C>       
         16-20        5.50                  $797,775.00           $66,481.25
         21-25        6.00                  $870,300.00           $72,525.00
         26-30        6.50                  $942,825.00           $78,568.75
         31-35        7.00                  $1,015,350.00         $84,612.50
</TABLE>

         (b) Until further notice to Tenant, all rental payable under this Lease
shall be payable to Landlord and mailed to Landlord at address above (unless
advised otherwise).

SECTION 5.   PERCENTAGE RENT

         (a) Beginning with the first Lease Year, the Tenant shall pay to the
Landlord, in addition to the minimum

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rental, an annual percentage rent in the amount, if any, by which the Tenant's
"Gross Sales" (as hereinafter defined) during each Lease Year, multiplied by two
percent (2%), exceed the "Sales Base" for such Lease Year. The Sales Base for
any Lease Year shall equal (I) the base rent payable for such Lease divided by
(ii) two percent (2%).

         (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 rate 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 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 Leesee'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

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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 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 6.   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 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 Premises, 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 Premises 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 Premises, 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.

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SECTION 7.   UTILITIES

         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, hot 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 Tenants 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 Tenants area shall be paid by the Tenant.

SECTION 8.   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 9.   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 10.  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 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

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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
Landlords 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 11.  SUBLEASE OR ASSIGNMENT

         (a) The Tenant shall have the right, without the consent of the
Landlord, (i) to grant licenses and/or concessions within the Premises; and (ii)
to assign this lease or sublet all or any portion of the Premises, so long as
not violating previously granted exclusives elsewhere in the Premises. In the
event of any such subletting or assignment, Tenant shall nevertheless remain
fully and primarily liable hereunder.

SECTION 12.  COMMON AREAS

         Common areas means all areas and facilities in the Premises provided
and so designated by Landlord and made available by Landlord for the common use
and benefit of Tenant for the Premises and their customers, employees and
invitees. Common area 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 area.

SECTION 13.  OPERATION OF COMMON AREAS

         (a) Tenant shall, throughout the term hereof, operate and maintain the
common area, including the parking area for the Premises at Tenant's sole cost
and expense. Landlord shall at all times have exclusive control of the common
area, 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 area, 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 Tenant of the Premises 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 Premises, 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

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traffic and establishing prohibited area.

         (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 Premises shall have the right to make reasonable use of
portions of the common areas.

SECTION 14.  COMMON AREA MAINTENANCE, TENANT'S SHARE

         (a) Tenant shall pay all costs and expenses for the common areas which
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.

SECTION 15.  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 Tenants 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 Tenants 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

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(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 16.  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 Lease.

SECTION 17.  RISK OF GOODS

         All personal property, goods, machinery, and merchandise in said
demised premises shall be at Tenants 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 18.  USE AND OCCUPANCY

         The demised premises during the term of this Lease shall be occupied
for the operating and conducting therein of a full line-off price department
store or any other lawful purpose. 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 Tenants 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 from at least 9 am. to at least 5 p.m. of 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 18, 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 19.  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
Premises.

SECTION 20.  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 a timely, clean and sanitary manner. Tenant shall provide a
refuse collection container at the rear of the demised premises to accommodate
Tenants refuse and Tenant shall routinely clean up around trash containers.
Tenant shall contract with a licensed/insured refuse

<PAGE>   8

collection contractor to timely remove refuse therefrom and the location of the
container shall be approved by Landlord.

SECTION 21.  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 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 22.  LANDLORD REPAIRS (Intentionally Deleted).

<PAGE>   9

SECTION 23.  TENANT'S REPAIRS

         (a) Tenant 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
located outside of the demised premises, including (as to all items) for damage
caused by any negligent act or omission of Tenant or its customers, employees,
agents, invitees, licensees or contractors. "Structural portions" shall mean the
following: (i) foundations; (ii) exterior walls; (iii) concrete slabs; (iv) the
beams and columns bearing the main load of the roof, and (v) the floors.

         (b) Tenant shall 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. Tenant expressly hereby waives the
provisions of any law permitting repairs by a Tenant at Landlord's expense.

         (c) The provisions of this Section 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 21 and Section 15 respectively.

         (d) 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, (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.

         (e) 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.

         (f) 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
Premises shall at all times be free of liens for labor and materials arising

<PAGE>   10

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.

         (g) The provisions of this Section 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 21 and Section 15 respectively.

SECTION 24.  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 Premises, subject, however, to the terms and conditions of this Lease.

SECTION 25.  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)

<PAGE>   11

days prior to expiration of the policy. Certificates of insurance are to specify
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 26.  REAL ESTATE TAXES

         Tenant shall pay all real estate taxes imposed upon the Premises 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 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 Premises 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 Premises 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.

         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

<PAGE>   12

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 New Jersey 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 Premises, then such tax and/or assessment shall
be deemed to constitute a tax on real estate for the purpose of this section.

SECTION 27.  TENANT'S INSURANCE CONTRIBUTION

         Tenant shall pay as additional rent, all of the premiums for the
insurance maintained by Landlord on all buildings and improvements, as well as
liability insurance, for the Premises, 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 all of such premiums annually
upon demand for such payment by Landlord. Tenant's payment thereof shall be paid
by Tenant within thirty (30) days after Landlord's demand therefor.

SECTION 28. 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 29.  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 30.  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 31.  NOTICES

<PAGE>   13

         Any notice, demand, request or other instrument which may be, or is
required to be given under this Lease, shall be in writing and delivered in
person or by courier service or by United States certified mail, postage
prepaid, and shall be addressed:

         (a) if to the Landlord, at 1800 Moler Road, Columbus, Ohio 43207 Attn:
Legal Department, with a copy of same sent in like manner to Vice President,
Real Estate 1800 Moler Road, Columbus, Ohio 43207 or at such address as Landlord
may designate by written notice.

         (b) if to the Tenant, at Value City Department Stores, Inc. 3241
Westerville Road, Columbus, Ohio 43224 with a copy to Legal Department, 1800
Moler Road, Columbus, Ohio 43207, or at such other address as Tenant may
designate by written notice.

         All notices shall be effective upon receipt or refusal of receipt.

SECTION 32.  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.

         (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.

<PAGE>   14

         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.

         3. Upon termination of this Lease pursuant to Section 32(b)2, Landlord
may recover possession of the demised premises under and by virtue of the
provisions of the laws of the State of in which the Premises are located, 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 re-letting, or in separate
actions, from time to time, as said damage shall have been made more easily
ascertainable by successive re-lettings, 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,

<PAGE>   15

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 33.  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 Premises 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 34.  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, 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, them 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 Premises 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 Premises, Tenant shall be entitled to have execution upon any such final,
unappealable judgment only upon Landlord's fee simple or leasehold estate in the
Premises (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.

<PAGE>   16

SECTION 35.  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 36.  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 37.  SIGNS

         No signs, whether building, free-standing, pylon or other signs, shall
be placed within the Premises 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 38.  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 39.  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 40.  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 41.  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 Tenants
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.

<PAGE>   17

SECTION 42.  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 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 43.  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.

<PAGE>   18

SECTION 44.  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 45.  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 46.  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.

         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:
                                              The Valley Fair Corporation

/s/ PAMULA A. LILLIE                          BY:  /s/ THOMAS R. KETTELER
--------------------                               ----------------------

/s/ MELITA SMITH                              ITS: Secretary
--------------------

                                              TENANT:
                                              Value City Department Stores, Inc.
                                              a(n) Ohio corporation

/s/ SUSAN D. LEVAN                            BY:  /s/ Robert M. Wysinski
--------------------                               ----------------------

/s/ PAMULA A. LILLIE                          ITS: Sr. V.P./CFO
--------------------

<PAGE>   19

STATE OF OHIO           :
                        :       SS.
COUNTY OF FRANKLIN      :

         The foregoing instrument was acknowledged before me this 12th day of
May, 1998 by Thomas R. Ketteler, Secretary of The Valley Fair Corporation a
Delaware, for and on behalf of said Corporation.


                                             -----------------------------------
                                             /s/ PAMULA A. LILLIE
                                             Notary Public



STATE OF OHIO           :
                        :       SS.
COUNTY OF FRANKLIN      :

         The foregoing instrument was acknowledged before me this 12th day of
May, 1998 by Robert M. Wysinski, Senior Vice President/CEO of Value City
Department Stores, Inc. an Ohio, for and on behalf of said Corporation.


                                             -----------------------------------
                                             /s/ PAMULA A. LILLIE
                                             Notary Public


<PAGE>   20

                                  SCHEDULE "A"

BEGINNING in the northwesterly line of Fabyan Place at a point therein distant
421.70 feet southwesterly, measured along the aforesaid northwesterly line of
Fabyan Place from its intersection with the southwesterly line of Chancellor
Avenue (formerly Prospect Avenue) as now laid out 80.00 feet wide; thence (1)
South 45 degrees 00 minutes West and along said northwesterly line of Fabyan
Place a distance of 675.10 feet to a point in the most northeasterly line of
land of the Fabyan Swim Club; thence (2) North 45 degrees 00 minutes West and
along said most northeasterly line of land of the Fabyan Swim Club a distance of
276.00 feet to a point; thence (3) South 45 degrees 00 minutes West and along
another line of land of the Fabyan Swim Blub a distance of 162.00 feet to a
point; thence (4) North 45 degrees 00 minutes West and along another line of
land of the Fabyan Swim Club a distance of 98.00 feet to a point; thence (5)
South 80 degrees 41 minutes 15 seconds West and along another line of land of
the Fabyan Swim Club a distance of 409.39 feet to a point in the northeasterly
line of Paine Avenue; thence (6) North 48 degrees 30 minutes 25 seconds West and
along said northeasterly line of Paine Avenue a distance of 50.00 feet to a
point in the southeasterly line of land of the Lehigh Valley Railroad; thence
(7) North 42 degrees 16 minutes East and along said southeasterly line of land
of the Lehigh Valley Railroad a distance of 448.11 feet to a point of curve;
thence (8) Northerly along a curve to the left having a radius of 590.00 feet
and still along said southeasterly line of land of the Lehigh Valley Railroad,
an arc distance of 191.06 feet to a point; thence (9) South 47 degrees 10
minutes East and along line of land now or formerly of Rollers Leather Co. a
distance of 10.00 feet to a point; thence (10) North 42 degrees 50 minutes East
and along another line of land now or formerly of Rollers Leather Co. a distance
of 506.59 feet to a point; thence (11) North 29 degrees 58 minutes East and
along another line of land now or formerly of Rollers Leather Co. a distance of
44.97 feet to a point; thence (12) South 44 degrees 10 minutes East a distance
of 197.38 feet to a point; thence (13) North 44 degrees 00 minutes 40 seconds
East a distance of 374.14 feet to a point in the aforesaid southwesterly line of
Chancellor Avenue; thence (14) South 49 degrees 46 minutes 30 seconds East and
along said southwesterly line of Chancellor Avenue a distance of 197.21 feet to
a point in the dividing line between the City of Newark and the Town of
Irvington; thence (15) South 44- degrees 13 minutes 30 seconds West and along
the aforesaid City and Town dividing line a distance of 393.38 feet to a point;
thence (16) South 44 degrees 10 minutes East and along another dividing line
between the City of Newark and the Town of Irvington a distance of 351.84 feet
to the aforesaid northwesterly line of Fabyan Place and the point and place of
BEGINNING.

         EXCEPTING from the above described premises that portion taken by the
State of New Jersey under Declaration of Taking recorded in the Essex County
Register's Office on January 29, 1973 in Deed Book 4433 Page 6, and described
therein as follows:

         PARCEL R132, as indicated on a map entitled: "New Jersey State Highway
Department, GENERAL PROPERTY PARCEL MAP, ROUTE 78 (1953) Section 5E, Garden
State Parkway To Lyons Avenue, Showing Existing Right of way and Parcels to be
Acquired In the Township of Hillside County of Union And In The Town Of
Irvington And City Of Newark, County of Essex, Scale: As Indicated, August
1961"; and as shown more

<PAGE>   21


                             SCHEDULE "A" (cont'd)

particularly on a map attached hereto, made a part hereof, marked "Exhibit B"
entitled: "NEW JERSEY STATE HIGHWAY DEPARTMENT, ROUTE 78 (1953) SECTION 5E,
GARDEN STATE PARKWAY TO LYONS AVENUE, PARCEL R132, TOWN OF IRVINGTON, COUNTY OF
ESSEX, SCALE: AS INDICATED, AUGUST 17, 1972";

         PARCEL R132, including specifically all the land and premises located
at about Section 630+00 (Route 78 (1953) Base Line Stationing), bounded on the
southeast by the existing northwesterly line of Fabyan Place; on the southwest,
again an the southeast, again on the southwest and on the south by lands now or
formerly of Fabyan Swim Club; again on the southwest by the existing
northeasterly line of Paine Avenue; on the northwest, north, northeast, again on
the northwest, again on the north, again on the northwest and on the west by the
proposed right of way line of State Highway Route 78 (1953) Section 5E as laid
down on the aforesaid maps; and again on the northeast by lands now or formerly
of Judyherr Realty Co. and by lands now or formerly of Gallo Asphalt Co.; all as
shown on the aforesaid maps; Containing about 270,700 square feet.

<PAGE>   22

                                   SCHEDULE"A"

Description of property situated in the Borough of Little Ferry, Bergen County,
New Jersey.

         BEGINNING at a point in the easterly line of Bergen Turnpike 66 feet
wide, distant northerly 559.52 feet measured along same from the northerly line
of land now or formerly of Moss Oil Chemical Corp., said point also being
distant northerly 261.32 feet from the intersection of said easterly line of
Bergen Turnpike with the northerly line of Valley Road produced northwesterly
and from said point of beginning running:

1) northwesterly and along the said easterly line of Bergen Turnpike 66 feet
wide north 17 degrees 02 minutes 50 seconds west 200.00 feet to a jog In same;
thence

2) northeasterly and along said jog produced northeasterly north 72 degrees 57
minutes 10 seconds east 168.00 feet to a point; thence

3) southeasterly parallel with said Bergen Turnpike 66 feet wide south 17
degrees 02 minutes 50 seconds east 155.00 feet to a point; thence

4) southwesterly parallel with the second course herein described south 72
degrees 57 minutes 10 seconds west 100.00 feet to a point; thence

5) southeasterly parallel with said Bergen Turnpike 66 feet wide south 17
degrees 02 minutes 50 seconds east 16.00 feet to a point; thence

6) southwesterly parallel with the second course herein described south 72
degrees 57 minutes 10 seconds west 21.12 feet to a point or curve; thence

7) curving to the left along a curve having a radius of 50.00 feet an arc
distance of 45.77 feet to a point of tangency; thence

8) south 20 degrees 27 minutes 10 seconds west 11.92 feet to the said easterly
line of Bergen Turnpike, 66 foot wide and the point or place of beginning.

SUBJECT TO a 90.00 feet Bergen County Sewer Authority trunk sewer easement along
the first course herein described.

Containing 27,538 sq. ft.
Sk. No. 31-2043
March 3, 1975