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                                                                   Exhibit 10.55

                              EMPLOYMENT AGREEMENT
                                (JAMES E. FELDT)

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

Company agrees to employ Executive as Executive Vice President and General
Merchandise Manager, and Executive hereby accepts such employment and agrees to
serve Company subject to the general supervision, advice and direction of
Company's Chairman or President, and upon the following terms and conditions:

1. POSITION AND DUTIES. Effective June 23, 1997, Executive shall be employed as
Company's Executive Vice President and General Merchandise Manager with such
authority and duties as are customary for this position, and shall perform such
other services and duties as the Chairman or President may from time to time
designate.

         1.1. Executive shall 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. Nothing contained in this
paragraph shall 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 or subsequent written agreements with the Company in accordance with
paragraph 8.4.

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

         1.4. The principal location where Executive will perform his duties
will be at Company's corporate offices located in Columbus, Ohio. This paragraph
is not intended to limit (i) Executive's obligation to engage in
business-related travel, or (ii) Company's right to relocate any satellite
buying offices.

2. TERM. This Agreement shall terminate three years from Executive's first day
of employment, unless sooner terminated as provided herein; provided, however,
that this Agreement shall be extended automatically for successive 12-month
periods 


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unless either party notifies the other of an intent to terminate, in writing, at
least 60 calendar days prior to the date of automatic extension (June 23).

3.       COMPENSATION.

         3.1. BASE SALARY. Beginning on June 23, 1997, Company shall pay
Executive an annual base salary of $400,000 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 in recognition of his
performance or the expansion of his duties.

         3.2.     BONUS.

                  3.2.1. GUARANTEED BONUS. Company shall pay Executive a bonus
of $175,000 after one year of employment. To receive this bonus, Executive must
be actively employed, unless otherwise provided herein. This bonus shall be paid
within ten business days after it is due.

                  3.2.2 PERFORMANCE BONUS. In subsequent fiscal years (FY 1999
and FY 2000), Executive will be eligible to receive a performance bonus targeted
at 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 120 calendar days after the close of Company's fiscal year and completion
of an outside audit by Company's then current outside audit firm.

                  3.2.3. SIGNING BONUS. Executive shall receive a lump-sum
payment of $90,000 within 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 common stock ("restricted stock") within 30 calendar days after
this Agreement has been signed by both parties. This stock grant will be subject
to all terms and conditions set forth in the "Restricted Stock Agreement"
attached hereto which provides, among other things, that the grant will vest at
the rate of 20% per anniversary year of employment and that any unvested portion
will be forfeited upon Executive's voluntary resignation, except as otherwise
provided herein.

                  3.3.2. STOCK OPTIONS. Executive shall receive 75,000 incentive
stock options granted as of June 23, 1997. All options granted hereunder shall
be priced and subject to exercise in accordance with Company's "1991 Stock
Option Plan" attached 

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hereto.

                  3.3.3. ADDITIONAL STOCK GRANTS OR OPTIONS. Executive shall be
eligible for discretionary grants of restricted stock and options as Company's
Board may determine from time to time.

         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 either (i)
pay Executive a car allowance of $14,400 per year on a monthly basis and pay
expenses related to usual and customary use (insurance, maintenance, gas), or
(ii) provide Executive with a leased automobile commensurate with his executive
position and pay the expenses related to usual and customary use (insurance,
maintenance, gas). Executive shall notify Employer at the beginning of this
Agreement which option he elects. These amounts shall be grossed up for tax
purposes. (The term "grossed up" as used in this Agreement refers to a payment
to Executive in an amount that, after reduction for any income or excise taxes
due, is equal to the net amount payable.)

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

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

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

4.       RELOCATION.

         4.1. For up to 12 months, Company will pay for Executive's reasonable
monthly living expenses in Columbus, OH and his reasonable travel expenses
between 



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Columbus, OH and Boston, MA. (Company shall also pay for Executive's spouse's
reasonable travel expenses between Columbus, OH and Boston, MA during this
12-month period.) At the end of 12 months, the parties agree to discuss
Executive's relocation to Columbus, OH. Executive's temporary furnished
residence in Columbus, OH shall be agreed upon mutually by the parties. Company
shall reimburse Executive for such living and travel expenses after submission
of the appropriate expense reports and receipts.

         4.2. Company will pay reasonable and customary relocation expenses for
Executive if he relocates himself and his immediate family from his primary
residence in Boston, MA to Columbus, OH during this Agreement. (By way of
example, "reasonable and customary" does not include horses, large boats, or
antique automobiles.) Subject to any other provisions of this Agreement,
Executive agrees to handle relocation in accordance with Company's standard
relocation 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. Company shall pay $75,000 towards the broker's commission on the
sale of Executive's primary residence in Massachusetts, which sum shall be paid
within 30 days after submission of appropriate documentation showing the actual
broker's commission.

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

5. EXECUTIVE'S OBLIGATIONS.

         5.1. CONFIDENTIAL INFORMATION. Executive agrees that during and after
his employment, any "confidential information" as defined below shall be held in
confidence and treated as proprietary to Company. Executive agrees not to use or
disclose any confidential information except to promote and advance the business
interests of Company. Executive agrees that upon his separation from employment,
for any reason whatsoever, he shall not take or copy, and shall immediately
return to Company, any documents that constitute or contain confidential
information. "Confidential information" includes, but is not limited to, any
confidential data, figures, projections, estimates, pricing data, customer
lists, buying manuals or procedures, distribution manuals or procedures, other
policy and procedure manuals or handbooks, supplier information, tax records,
personnel histories and records, information regarding sales, information
regarding properties and any other confidential information regarding the
business, operations, properties or personnel of Company which are disclosed to
or learned by Executive as a result of his employment, but shall not include his
personal personnel records. Confidential information shall not include any
information that (i) Executive had in his possession prior to his first
performing services for Company; (ii)



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becomes a matter of public knowledge thereafter through sources independent of
Executive; (iii) is disclosed by Company without restriction on its use; or (iv)
is required to be disclosed by law or governmental order or regulation. 
         5.2. SOLICITATION.

                  5.2.1. EMPLOYEES. Executive agrees that during his employment
and for any period of salary continuation following the end of his employment,
for any reason, he shall not, directly or indirectly, solicit Company's
employees to leave their employment; he shall not employ or seek to employ them;
and, he shall not cause or induce any of Company's competitors to solicit or
employ Company's employees. This paragraph shall not apply to Executive's
spouse.

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

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

         5.4.     COOPERATION.

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

                  5.4.2. WITH THIRD PARTIES. Executive agrees 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 



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any matter about which Executive has knowledge or information as a result of his
employment with Company unless compelled to do so by lawfully-served subpoena or
court order. Such matters specifically include, but are not limited to, any
pending or threatened lawsuits or administrative investigations. Executive also
agrees to notify Company's President or his designee 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. Such matters specifically include, but are not limited
to, any pending or threatened lawsuits or administrative investigations.
Executive also agrees 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 may 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,
including a pro rata share of any unpaid guaranteed bonus. Such pro rata share
shall be determined based on the number of days that Executive was actively
employed on a full-time basis during the year (i.e., June 23 to June 22).

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



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termination, would otherwise have been payable to Executive, including a pro
rata share of any unpaid guaranteed bonus. Such pro rata share shall be
determined based on the number of days that Executive was actively employed on a
full-time basis during the year (i.e., June 23 to June 22).

         6.3.     TERMINATION BY COMPANY.

                  6.3.1. AT END OF TERM. Company may terminate this Agreement at
the end of its term by giving 60 calendar days' written notice to Executive.
Company may, in its sole discretion, require Executive to cease active
employment and pay out the 60-day notice period. In the event of such a
termination, Company shall pay Executive one year's base salary and provide
health benefits (including dental, disability and life insurance) for one year
under the same terms as provided to other Company executives. Company shall
thereafter have no obligations or liabilities under this Agreement, unless
otherwise provided herein. If Company terminates this Agreement and Executive
agrees to continue to be employed in the same position with the same level of
responsibilities, Company shall not be required to pay Executive one year's base
salary.

                  6.3.2. DURING Term. Except as otherwise provided in paragraph
6.3.3. below, Company may terminate this Agreement during its term, for any
reason, upon 60 days' written notice to Executive. Company may, in its sole
discretion, require Executive to cease active employment immediately. In the
event of such a termination, or a termination by Executive pursuant to paragraph
6.4.3, Company shall have the obligations set forth below in subparagraphs (i)
through (iv). Company shall thereafter have no further obligations or
liabilities under this Agreement, unless otherwise provided herein. Should a
termination occur under this paragraph or paragraph 6.4.3, Executive shall have
an obligation to use reasonable efforts to seek other employment appropriate to
his skill and experience, and to promptly notify Company upon obtaining such
employment; Executive's one year's base severance pay shall be reduced by the
amount of any direct compensation earned by and paid to Executive by another
employer or business with respect to or during the one year following such
termination (but excluding any appreciation of equity).

         (i)  Pay Executive one year's base salary and 100% of any unpaid 
         guaranteed bonus;

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

         (iii) Executive's stock options shall be vested and exercisable as if
         Executive had remained employed by Company for one year following date
         of termination; and


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         (iv) Provided that the conditions set forth below have been satisfied,
         Company shall pay Executive an amount equal to the salary continuation
         that he would have received from his former employer, Hills Stores
         Company, through March 29, 1999, subject to the same reduction set
         forth in Executive's "Confidential Separation Agreement" with Hills;
         provided, however, that Executive's signing bonus and his guaranteed
         bonus and one year's base salary due under this paragraph shall not
         reduce any Hills' salary continuation remaining. Executive must first
         notify Hills in writing to reinstate his salary continuation. If Hills
         refuses, Company shall pay Executive any Hills' salary continuation as
         stated above. Company may, at its discretion, require Executive to
         pursue arbitration of Hills' obligation. Company shall have the right
         to select counsel for any such arbitration. If, and to the extent that,
         Executive prevails, he shall reimburse Company for any of the Hills'
         salary continuation paid. Company agrees to bear Executive's share of
         the cost of arbitration, and Executive agrees to cooperate with Company
         during the course of such arbitration.

                  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) willful violation of laws and regulations
governing Company; (ii) willful failure to substantially perform his position or
comply with any material terms of this Agreement, provided that Company shall
make a written demand for substantial performance or compliance setting forth
the specific reason(s) for same and Executive shall have 30 days to cure, if
possible; (iii) willful breach of fiduciary duties; or (iv) 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 in a lump sum or in the form of salary continuation, but in no event
shall such payout period exceed one year or March 25, 1999 in the case of
payments due under paragraph 6.3.2 (iv). For purposes of paragraph 5
(noncompetition/solicitation), if a present value lump sum is paid, the period
of salary continuation shall be one year). Present value shall be calculated
based upon National City Bank's prime interest rate.

         6.4.     TERMINATION BY EXECUTIVE.



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                  6.4.1. AT END OF TERM. Executive may terminate this Agreement
at the end of its term by giving 60 calendar days' written notice to Company's
President. Company may, in its sole discretion, accept Executive's termination
effective immediately; provided, however, that it shall continue to pay
Executive for 60 calendar days. Company shall thereafter have no obligations to
Executive hereunder except as provided herein.

                  6.4.2. VOLUNTARY RESIGNATION. Executive may terminate this
Agreement by his voluntary resignation. Except as otherwise provided in
paragraph 6.4.3, Executive shall give at least 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. FOR GOOD REASON. Executive may terminate his employment
hereunder for good reason, which shall mean (i) Company's failure to
substantially comply with any material terms of this Agreement, provided that
Executive has given written notice to Company of any alleged noncompliance and
such alleged noncompliance continues for 30 days after receipt, or (ii) a
material change in Executive's position, authority, functions, duties or
responsibilities including, without limitation, material changes in Company's
control or structure about which Executive has no knowledge, which would reduce
Executive's position, authority, functions, duties or responsibilities during
the Agreement.

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

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

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

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



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benefits payable to Executive shall be made only in accordance with subparagraph
6.6.3 below, notwithstanding any other provision in this Agreement.

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

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

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

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



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

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

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

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

8.       GENERAL PROVISIONS.

         8.1. The parties agree that the covenants and promises set forth in
paragraphs 1.3, 5, 6 and 7 shall survive the termination of this Agreement and
continue in full force and effect.

         8.2. Company shall pay Executive's reasonable legal fees in connection
with the negotiation of this Agreement, up to a maximum of $11,000.

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

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


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         8.5. 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.

         8.6. 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.

         8.7. 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.

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

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

         8.10. 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.



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IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
consisting of 12 pages.

                                              EXECUTIVE


                                              ----------------------------------
                                              James E. Feldt

                                              Signed: June      1997
                                                          ----


                                              VALUE CITY DEPARTMENT STORES, INC.


                                          By:
                                              ----------------------------------
                                              Jay Schottenstein 
                                              Chairman

                                              Signed: June      1997
                                                          ----