EMPLOYMENT AGREEMENT

               THIS EMPLOYMENT AGREEMENT (this "Agreement") is made
     and entered into as of January 12, 1998, by and between EDISON
     BROTHERS STORES, INC., a Delaware corporation (the "Company"),
     and Lawrence E. Honig (the "Executive").

               WHEREAS, the Company believes that it would benefit
     from the application of the Executive's skill, experience and
     background to the management and operation of the Company, and
     that the Executive will make major contributions to the short-
     and long-term profitability, growth and financial strength of the
     Company; and

               WHEREAS, the Company desires to employ the Executive
     and the Executive desires to be employed by the Company; and

               WHEREAS, the Company and the Executive desire to set
     forth in a written agreement the terms and conditions of the
     Executive's employment with the Company;

               NOW, THEREFORE, in consideration of the premises and of
     the mutual covenants herein contained, it is agreed as follows:

               1.   Employment.  The Company hereby agrees to employ
     the Executive and the Executive hereby agrees to be employed by
     the Company upon the terms and conditions set forth herein.

               2.   Term.  The Executive's employment shall be for a
     term commencing on January 12, 1998 (the "Commencement Date")<PAGE>



     and, subject to termination under Section 8, expiring on February
     1, 2001 (the "Initial Termination Date").

               3.   Duties of the Executive.  The Executive shall
     serve as the Chief Executive Officer, President and Chairman of
     the Board of the Company, and as such shall have primary
     responsibility for the oversight, management and general
     operation of all of the operations of the Company.  The Executive
     shall report solely to the Company's Board of Directors (the
     "Board") and shall be assigned only those executive policy and
     management duties that are consistent with the Executive's
     position as Chief Executive Officer, President and Chairman of
     the Board of the Company.  The Executive shall devote
     substantially all of his normal working time and his best
     efforts, full attention and energies to the business of the
     Company, the responsibilities provided for the Chief Executive
     Officer, President and Chairman of the Board in the Company's
     Bylaws, and such other related duties and responsibilities as may
     from time to time be reasonably prescribed by the Board.  The
     Company shall use its best efforts to cause the Executive to be
     elected as a member of its Board throughout the term of this
     Agreement and shall include him in the management slate for
     election as a director at every stockholders' meeting at which
     his term as a director would otherwise expire. 

               4.   Compensation.

               (a)  Base Salary.  During the term of this Agreement,
     the Company shall pay to the Executive a base salary of not less
     than $700,000 per annum, which base salary may be increased (but
     not decreased) from time to time by the Board in its sole
     discretion, payable at the times and in the manner consistent
     with the Company's general policies regarding compensation of
     executive employees.  Such base salary shall be reviewed by the
     Board during fiscal 1999 following completion of the Board of
     Director's review of the Company's financial performance for the
     prior fiscal year, and annually thereafter at such time (each, an
     "Annual Review") for the remainder of the term of this Agreement
     for purposes of evaluating an increase in the Executive's base
     salary in light of, among other things, the financial performance
     of the Company, the Executive's individual performance, and
     competitive market data.   Such base salary shall include any
     salary reduction contributions to (i) any Company-sponsored plan
     that includes a cash-or-deferred arrangement under Section 401(k)
     of the Internal Revenue Code of 1986, as amended (the "Code"),
     (ii) any other plan of deferred compensation sponsored by the
     Company, or (iii) any Company-sponsored welfare plans and
     programs.  The Board may from time to time authorize such
     additional compensation to the Executive, in cash or in property,
     as the Board may determine in its sole discretion to be
     appropriate.

               (b)  Cash Incentive Compensation.  If the Board
     authorizes cash incentive compensation under the Company's
     executive incentive compensation plan or such other management
     incentive program or arrangement approved by the Board, the
     Executive shall be eligible to participate in such plan, program
     or arrangement on the most favorable terms and conditions
     available to senior executive and management employees; provided,<PAGE>



     however, that the Executive shall have the opportunity to earn an
     uncapped cash incentive bonus for fiscal 1998, which cash
     incentive bonus shall be paid when incentive compensation is
     customarily paid to the Company's senior executives.  Pursuant to
     the Company's applicable incentive or bonus plan as in effect
     from time to time, the Executive's cash incentive compensation
     for fiscal 1998 and succeeding fiscal years during the term of
     this Agreement may be determined according to criteria intended
     to qualify under Section 162(m) of the Code.

               (c)  Stock Options.  The Executive shall be granted
     three stock options (individually, "Option A," "Option B" and
     "Option C") to purchase an aggregate of 400,000 shares of Common
     Stock of the Company, par value $.01 per share ("Common Stock")
     pursuant to the Company's 1997 Stock Option Plan (the "1997
     Plan") or the 1998 Equity Incentive Plan (the "1998 Plan") to be
     submitted to the Company's stockholders for approval, and related
     rules (each of the 1997 Plan and the 1998 Plan, and applicable
     rules and agreements pursuant to which such options shall be
     granted being hereinafter referred to as the "Plan") in
     accordance with, and subject to, the following:

          (i)  Option A. Option A shall constitute a non-qualified
     stock option to purchase 100,000 shares of Common Stock, subject
     to the terms and conditions hereof and of the 1997 Plan. The
     exercise price of Option A shall be equal to the fair market
     value (determined in accordance with the applicable provisions of
     the 1997 Plan) of the Common Stock on the date of grant, which
     date shall be the date of this Agreement.  Such right shall vest
     in increments of 1/3rd of the shares subject to Option A on each
     anniversary of the date of grant, commencing January 12, 1999
     (assuming the Executive continues to be employed through such
     vesting dates).  Subject to earlier termination in accordance
     with the terms of the applicable Plan, Option A shall expire ten
     years following the date of grant.

          (ii) Option B.  The terms and provisions of Option B shall
     be identical to the terms and provisions of Option A in all
     respects except that:  (A) pursuant to Option B, the Executive
     shall have the right to purchase 188,000 shares of Common Stock,
     subject to the terms and conditions hereof and of the 1997 Plan,
     and (B) Option B shall vest 100% on January 12, 2001, with
     accelerated vesting for the following portions of Option B upon
     the market price of the Common Stock reaching the applicable
     target prices set forth in the table below.

                  100,000             $13.50
                  88,000              $18.00

          The market price of the shares shall be deemed to reach the
     foregoing target prices only when the closing price of Common
     Stock on the NASDAQ System (as reported in the Wall Street
     Journal) shall have reached the specified target price and
     remained at or above such level for a minimum of 20 trading days
     within any period of 30 consecutive trading days.

          (iii)     Option C.  The terms and provisions of Option C
     shall be identical to the terms and provisions of Option A in all
     respects except that:  (A) Option C shall be granted pursuant to<PAGE>



     the 1998 Plan, (B)  pursuant to Option C the Executive shall have
     the right to purchase 112,000 shares of Common Stock, subject to
     the terms and conditions hereof and of the 1998 Plan, and
     (C) Option C shall vest 100% on January 12, 2001, with
     accelerated vesting of 100% of the shares of Common Stock subject
     to Option C upon the market price of the Common Stock reaching
     $18.00 per share.  The market price of the shares shall be deemed
     to reach the foregoing price as determined under the terms of
     Option B.

               (d)  Restricted Stock.  The Executive shall, subject to
     approval of the Company's stockholders of the 1998 Plan as herein
     provided,  be granted 50,000 shares of restricted stock pursuant
     to the Plan and related rules (the "Restricted Stock").  The
     Restricted Stock shall vest 50% on January 12, 1999, and 25% on
     each of January 12, 2000 and January 12, 2001 (assuming the
     Executive continues to be employed by the Company through such
     vesting dates).

               (e)  Additional Options.  On or before January 12, 2001
     (assuming the Executive continues to be employed by the Company
     through such date), the Company shall, subject to approval of the
     Company's stockholders of the 1998 Plan as herein provided, grant
     to the Executive a non-qualified stock option ("Option D") to
     acquire 100,000 shares of Common Stock.  In addition, on or
     before January 12, 2003 (assuming the Executive continues to be
     employed by the Company through such date), the Company shall,
     subject to approval of the Company's stockholders of the 1998
     Plan as herein provided, grant to the Executive a non-qualified
     stock option ("Option E") to acquire 100,000 shares of Common
     Stock.  The terms and provisions of Options D and E shall be
     identical to the terms and provisions of Option A except that (A)
     the option exercise price therefor shall be equal to the fair
     market value of the Common Stock on the date of grant of such
     Options, and (B) such Options shall vest 1/3 on each anniversary
     of the date of grant of such Options.  Notwithstanding the
     foregoing, if, during the term of this Agreement, a Change in
     Control (as defined in the 1998 Plan) occurs (a "Triggering
     Event"), the Company shall, subject to approval of the Company's
     stockholders of the 1998 Plan as herein provided, (a) in the case
     of a Triggering Event occurring prior to January 12, 2001, grant
     to the Executive in lieu of Option D a non-qualified option to
     purchase 100,000 shares of Common Stock ("Option F"), and (b) in
     the case of a triggering event occurring prior to January 12,
     2003, grant to the Executive, in lieu of Option E, a non-
     qualified stock option to purchase 100,000 shares of Common Stock
     ("Option G").  The terms and provisions of Options F and G
     (collectively, the "Triggering Event Options") shall be identical
     to the terms and provisions of Option A except that (X) the date
     of grant of the Triggering Event Options shall be the date of the
     Change of Control, (Y) the option exercise price therefor shall
     be equal to the fair market value of the Common Stock on the date
     of grant of such Options, and (Z) such Options shall be fully
     vested on the date of grant.

               (f)  Plan Approval Conditions.  The Company and the
     Executive acknowledge that, in order to implement the provisions
     of  Sections 4(c)(iii), (d) and (e), the 1998 Plan authorizing
     Options C, D and E and any Triggering Event Options and the<PAGE>



     Restricted Stock must be adopted and approved by the  Company's
     stockholders in accordance with Section 162(m) of the Code.  The
     Company will adopt the 1998 Plan, subject, however to receipt by
     the Company of such stockholder approval. Accordingly, all of the
     provisions of Sections 4(c)(iii), (d) and (e) shall be subject to
     receipt by the Company of such stockholder approval, and in the
     event such stockholder approval shall not have been obtained
     within 12 months from the date hereof or the Executive's
     employment shall have been terminated prior to receipt by the
     Company of such approval, the Executive shall have no rights to
     any such Options or Restricted Stock.

               (g)  Hiring Bonus.  No later than three business days
     following the execution and delivery of the Agreement by the
     Company, the Company shall pay to the Executive $600,000 (less
     applicable withholding pursuant to Section 18) by certified or
     bank check as additional compensation to the Executive under this
     Agreement (the "Hiring Bonus").

               5.   Executive Benefits.

          (a)  General.  In addition to the compensation described in
     Section 4, the Company shall make available to the Executive, on
     the most favorable terms and conditions available to executive
     and management employees of the Company and subject to the terms
     and conditions of the applicable plans, including without
     limitation the eligibility rules, (i) all Company-sponsored
     employee benefit plans or arrangements and such other usual and
     customary benefits now or hereafter generally available to
     employees of the Company, and (ii) such benefits and perquisites
     as may be made available to senior executives of the Company as a
     group, including, without limitation, equity and cash incentive
     programs, vacations, and retirement, deferred compensation and
     welfare plans.

               (b)  Relocation. 

          (i)  No later than April 12, 1998, the Executive shall
     relocate to a residence within 25 miles of the Company's
     principal executive offices, currently located in St. Louis,
     Missouri.

          (ii) The Company shall reimburse the Executive for the
     reasonable and documented costs and expenses of moving the
     Executive's principal household to St. Louis, Missouri and
     temporary housing in the St. Louis, Missouri area for up to three
     months from the Executive's first day of work pursuant to this
     Agreement and shall also provide the Executive with a moving
     allowance of $60,000.

               (c)  Attorneys' Fees.  The Company shall pay or
     reimburse the Executive for reasonable attorneys' fees and
     disbursements incurred by the Executive in connection with the
     negotiation and execution of this Agreement; provided, however,
     that such fees and disbursements shall not exceed $10,000.

               6.   Expenses.  The Company shall also pay or reimburse
     the Executive for reasonable and necessary expenses incurred by
     the Executive in connection with his duties on behalf of the<PAGE>



     Company in accordance with the expense policy of the Company
     applicable to members of senior management of the Company.

               7.   Place of Performance.  In connection with his
     employment by the Company, unless otherwise agreed by the
     Executive, the Executive shall be based at the principal
     executive offices of the Company, which as of the date of this
     Agreement, are located in St. Louis, Missouri, except for travel
     reasonably required for Company business.  If the Company
     relocates its principal executive offices, the Executive shall
     relocate to a residence within 25 miles of such relocated
     executive offices, subject, however, to reimbursement of the
     Executive's relocation expenses on terms no less favorable than
     those set forth in Section 5(b) of this Agreement.

               8.   Termination.

               (a)  Termination By the Company.  The Executive's
     employment hereunder may be terminated by the Company for any
     reason by written notice as provided in Section 20.  The
     Executive's Disability (as defined herein) during the term of the
     Agreement shall be deemed to constitute termination of employment
     by the Company hereunder.  In addition to the foregoing, the
     Executive will be treated for purposes of this Agreement as
     having been terminated by the Company if the Executive terminates
     his employment with the Company under the following
     circumstances:  (i) the Company breaches any material provision
     of Sections 4, 5 or 7 of this Agreement and within 30 calendar
     days after notice thereof from the Executive, the Company fails
     to cure such breach; or (ii) a material reduction in the
     Executive's authority, functions, duties or responsibilities as
     provided in Section 3 and within 30 calendar days after notice
     thereof from the Executive, the Company fails to restore to the
     Executive such authority, functions, duties or responsibilities.

               (b)  Termination By the Executive.  The Executive may
     voluntarily terminate his employment and this Agreement at any
     time by notice to the Company as provided in Section 20.  The
     Executive's death during the term of this Agreement shall
     constitute a voluntary termination of employment for purposes of
     eligibility for termination payments and benefits as provided in
     Section 9.

               (c)  Benefits Period.  Subject to Section 9 and any
     benefit continuation requirements of applicable laws, in the
     event the Executive's employment hereunder is voluntarily or
     involuntarily terminated for any reason whatsoever, the
     compensation and benefits obligations of the Company under
     Sections 4 and 5 shall cease as of the effective date of such
     termination, except for any compensation and benefits earned or
     accrued but unpaid through such date.

               9.   Termination Payments, Benefits and Obligations. 
     If the Executive's employment is terminated by the Company for
     Cause (as defined below), or by the Executive during the term of
     this Agreement for any reason other than those specified in
     subsections (i) or (ii) of Section 8(a), death or Disability,
     Executive shall repay to the Company the following portions of
     the Hiring Bonus no later than ten (10 ) days following the<PAGE>



     effective date of such termination:  (i) if such termination
     occurs on or before January 12, 1999, the entire Hiring Bonus,
     (ii) if such termination occurs on or before January 12, 2000,
     $400,000 of the Hiring Bonus, or (iii) if such termination occurs
     on or before January 12, 2001, $200,000 of the Hiring Bonus. 
     After January 12, 2001 Executive shall be under no obligation to
     repay to the Company any portion of the Hiring Bonus.  If the
     Executive's employment hereunder is terminated by the Company for
     any reason other than for Cause (as defined herein) during the
     term of this Agreement, the Company shall be obligated to pay to
     the Executive the following termination payments and make
     available the following benefits during the Payment Period (as
     hereinafter defined):

          (a)  Salary Continuation.  Payments of the Executive's
     monthly base salary shall continue to be made for the greater of
     the number of months (and fractions thereof) remaining in the
     term of the Agreement or 12 months following the Executive's
     termination of employment (the "Payment Period").  Subject to
     Section 9(g), payments of base salary made pursuant to this
     Section 9(a) shall be based upon the Executive's monthly base
     salary at the highest rate in effect at any time between the
     Commencement Date and the date of the Executive's termination
     (the "Termination Payment").

          (b)  Bonus Entitlement.  Subject to Section 9(g), the
     Executive shall be entitled to such annual cash incentive
     compensation, if any, to which he would otherwise have been
     entitled had he continued his employment with the Company through
     the end of the fiscal year in which termination occurs in
     accordance with the then existing terms of such cash incentive
     compensation (the "Termination Bonus").  The Termination Bonus
     shall not be payable until the Company's independent auditors
     shall have issued their audit report with respect to such fiscal
     year, and the achievement of budgeted amounts and/or financial
     targets has been established.
          (c)  Method of Payment.  Termination Payments shall not
     commence until such time as the Termination Payments will not be
     subject to Section 162(m) of the Code, and shall be payable  in
     accordance with the Company's regular payroll schedule for the
     duration of the Payment Period described in Section 9(a).   If
     the Executive should die while any amounts are still payable to
     him hereunder, all such amounts, unless otherwise provided
     herein, shall be paid to the Executive's estate, in the form of a
     lump sum cash payment equal to the present value of remaining
     Termination Payments (discounted at 8%) calculated on the basis
     of the number of months (and fractions thereof) included in the
     Payment Period.

          (d)  Welfare Benefits.  (i)  During the Payment Period, the
      Company shall maintain in full force and effect for the
     continued benefit of the Executive all employee welfare benefit
     plans in which the Executive was entitled to participate
     immediately prior to the Executive's termination or shall arrange
     to make available to the Executive benefits substantially similar
     to those which the Executive would otherwise have been entitled
     to receive if his employment had not been terminated.  Such
     welfare benefits shall be provided to the Executive on the same
     terms and conditions (including employee contributions toward the<PAGE>



     premium payments) under which the Executive was entitled to
     participate immediately prior to his termination.  The Company
     does not guarantee a favorable tax consequence to the Executive
     for continued coverage and benefits under the Company-sponsored
     plans nor will it indemnify the Executive for such results.

          (ii) Notwithstanding the foregoing, with respect to the
     Executive's continued coverage under the Company's medical and
     dental plan, or a successor plan, pursuant to this provision, the
     Executive's "qualifying event" for purposes of  the Consolidated
     Omnibus Budget Reconciliation Act of 1985 ("COBRA") shall be the
     day immediately after the end of the Payment Period.

          (iii)     Any termination payments hereunder (including the
     Termination Bonus) shall not be taken into account for purposes
     of any retirement plan or other benefit plan sponsored by the
     Company, except as otherwise expressly required by such plans or
     applicable law.  Notwithstanding anything to the contrary herein,
     no termination of the Executive's employment with the Company
     shall in any manner whatsoever result in any termination,
     curtailment, reduction or cessation of any vested benefits or
     other entitlements to which the Executive is entitled under the
     terms of any benefit plan or program of the Company in respect of
     which the Executive is a participant as of the effective date of
     termination.

          (e)  Termination for Cause.  For purposes of this Agreement,
     "Cause" shall mean:

               (i)  the willful and continued failure by the Executive
     substantially to perform his duties hereunder (other than any
     such failure resulting from the Executive's Disability), which
     failure is not or cannot be cured within 5 business days after
     the Company has given written notice thereof to the Executive
     specifying in detail the particulars of the acts or omissions
     deemed to constitute such failure,
               (ii) the engaging by the Executive in willful
     misconduct which is materially injurious to the Company,
     monetarily or otherwise,

               (iii)     the Executive's conviction of, or entry of a
     plea of nolo contendre with respect to, any felony, or

               (iv) the breach of any material provision of this
     Agreement, including the confidentiality agreement set forth in
     Section 11, if, within 30 days of such demand, the Executive
     fails to cure such breach.

     For purposes of this definition, no act, or failure to act, on
     the Executive's part shall be considered "willful" unless done,
     or omitted to be done, by the Executive in bad faith and without
     reasonable belief that the Executive's action or omission was in
     the best interests of the Company.  The Executive shall not be
     deemed to have been terminated for Cause unless and until the
     Board finds that the Executive's termination for Cause is
     justified and has given the Executive written notice of
     termination, specifying in detail the particulars of the
     Executive's conduct found by the Board to justify such
     termination for Cause.<PAGE>




          (f)  Disability Defined.  "Disability" shall mean the
     Executive's inability to perform the duties of his position with
     the Company by reason of a medically determined physical or
     mental impairment which has existed for a continuous period of at
     least 26 weeks and which, in the judgment of a physician who
     certifies to such judgment, is expected to be of indefinite
     duration or to result in imminent death.

          (g)  Effect of Long-Term Disability.  If the Executive also
     becomes entitled to receive benefits under an insured long-term
     disability insurance plan ("LTD Plan") now or hereafter paid for
     by the Company, then the Executive's termination benefits under
     this Agreement (calculated on a monthly basis) shall be reduced
     by the amount of the benefits paid under such LTD Plan.  No such
     reduction shall be made for benefits paid to the  Executive under
     a personal disability income plan or such other disability income
     plan paid for by the Executive, whether or not the plan was
     obtained through a group-sponsored or Company-related program.

          (h)  No Obligation to Mitigate.  The Executive is under no
     obligation to mitigate damages or the amount of any payment
     provided for hereunder by seeking other employment or otherwise;
     provided, however, that the Executive's coverage under the
     Company's welfare benefit plans will terminate when the Executive
     becomes covered under any employee benefit plan made available by
     another employer and covering the same type of benefits.  The
     Executive shall notify the Company within ten (10) days after the
     commencement of any such benefits.

          (i)  Forfeiture.  Notwithstanding the foregoing, any right
     of the Executive to receive termination payments and benefits
     hereunder shall be forfeited to the extent of any amounts payable
     after any breach of Section 11, 12 or 13 by the Executive.

               10.  Certain Tax Matters. 

               Notwithstanding any provision of this Agreement to the
     contrary, if any amount or benefit to be paid or provided under
     this Agreement would be an "Excess Parachute Payment," within the
     meaning of Section 280G of the Internal Revenue Code of 1986, as
     amended (the "Code"), or any successor provision thereto, but for
     the application of this sentence, then the payments and benefits
     to be paid or provided under this Agreement shall be reduced to
     the minimum extent necessary (but in no event to less than zero)
     so that no portion of any such payment or benefit, as so reduced,
     constitutes an Excess Parachute Payment.  The determination of
     whether any reduction in such payments or benefits to be provided
     under this Agreement or otherwise is required pursuant to the
     preceding sentence shall be made at the expense of the Company,
     if requested by the Executive or the Company, by the Company's
     independent accountants.  The fact that the Executive's right to
     payments or benefits may be reduced by reason of the limitations
     contained in this Section 10 shall not of itself limit or
     otherwise affect any other rights of the Executive other than
     pursuant to this Agreement.  In the event that any payment or
     benefit intended to be provided under this Agreement or otherwise
     is required to be reduced pursuant to this Section 10, the
     Executive shall be entitled to designate the payments and/or<PAGE>



     benefits to be so reduced in order to give effect to this
     Section 10.  The Company shall provide the Executive with all
     information reasonably requested by the Executive to permit the
     Executive to make such designation.  In the event that the
     Executive fails to make such designation within 10 business days
     of the effective date of the Executive's termination of
     employment, the Company may effect such reduction in any manner
     it deems appropriate.

               11.  Confidentiality Agreement.

               (a)  The Executive acknowledges that, in the course of
     his employment by the Company, he will or may have access to and
     become informed of confidential or proprietary information which
     is a competitive asset of the Company ("Confidential
     Information"), including, without limitation, (i) the terms of
     any agreement between the Company and any employee, customer or
     supplier, (ii) pricing strategy, (iii) merchandising and
     marketing methods, (iv) product development ideas and strategies,
     (v) personnel training and development programs, (vi) financial
     results, (vii) strategic plans and demographic analyses, (viii)
     proprietary computer and systems software, and (ix) any
     non-public information concerning the Company, its employees,
     suppliers or customers.  The Executive agrees that he will keep
     all Confidential Information in strict confidence during the term
     of his employment by the Company and thereafter, and will never
     directly or indirectly make known, divulge, reveal, furnish, make
     available, or use any Confidential Information (except in the
     course of his regular authorized duties on behalf of the
     Company). The Executive agrees that the obligations of
     confidentiality hereunder shall be in effect at all times during
     the term of this Agreement and shall survive termination of his
     employment at the Company regardless of any actual or alleged
     breach by the Company of this Agreement, unless and until  any
     such Confidential Information shall have become, through no fault
     of the Executive, generally known to the public or the Executive
     is required by law to make disclosure (after giving the Company
     notice and an opportunity to contest such requirement).  The
     Executive's obligations under this Section 11 are in addition to,
     and not in limitation of or preemption of, all other obligations
     of confidentiality which the Executive may have to the Company
     under general legal or equitable principles.
               (b)  Except in the ordinary course of the Company's
     business, the Executive may not make or cause to be made, any
     copies, pictures, duplicates, facsimiles or other reproductions
     or recordings or any abstracts or summaries including or
     reflecting Confidential Information.  All such documents and
     other property furnished to the Executive by the Company or
     otherwise acquired or developed by the Company shall at all times
     be the property of the Company.  Upon termination of the
     Executive's employment with the Company, the Executive will
     return to the Company any such documents or other property of the
     Company which are in the possession, custody or control of the
     Executive.

               (c)  Without the prior written consent of the Company
     (which may be withheld for any reason or no reason), except in
     the ordinary course of the Company's business, the Executive
     shall not at any time following the date of this Agreement use<PAGE>



     for the benefit or purposes of the Executive or for the benefit
     or purposes of any other person, firm, partnership, association,
     trust, venture, corporation or business organization, entity or
     enterprise or disclose in any manner to any person, firm,
     partnership, association, trust, venture, corporation or business
     organization, entity or enterprise any Confidential Information.

               12.  Post-termination Assistance.  The Executive agrees
     that after his employment with the Company has terminated he will
     provide, upon reasonable notice, such information and assistance
     to the Company as may reasonably be requested by the Company in
     connection with any litigation in which it or any of its
     affiliates is or may become a party; provided, however, that the
     Company shall reimburse the Executive for any related expenses,
     including travel expenses.

               13.  Covenant Not to Compete.

                (a) For the Applicable Period (as hereinafter
     defined), if (x) the Executive has received or is receiving
     benefits under Section 9, (y) the Executive terminates his
     employment before the end of the term of this Agreement for any
     reason other than those specified in subsections (i) or (ii) of
     Section 8(a), or (z) the Company terminates the Executive's
     employment for Cause (as defined in Section 9(e)), the Executive
     shall not, directly or indirectly, individually or on behalf of
     any other person or entity, (i) engage or be interested in
     (whether as owner, stockholder, partner, lender, consultant,
     employee, agent or otherwise) any business, activity or
     enterprise which is then competitive with the business of any
     division or operation of the Company or the Company's
     subsidiaries (collectively, the "Company Group") in any region of
     the United States in which such business is then being conducted,
     it being understood that the Company Group currently is engaged
     primarily in the business of operating retail specialty apparel
     stores  and specialty footwear stores, or (ii) hire or employ any
     person who has been an employee, representative or agent of any
     member of the Company Group at any time during the Executive's
     employment or solicit, aid or induce such person to leave his or
     her employment with any member of the Company Group to accept
     employment with any other person or entity.  The Executive's
     ownership of less than 1% of any class of stock in a publicly-
     traded corporation or his membership on any board of directors
     that the Board has approved in writing shall not be deemed a
     breach of this Section 13.  The Executive shall not accept an
     appointment to a board of directors for an organization outside
     the Company Group that would be inconsistent with his performing
     his obligations to the Company, and he shall obtain the consent
     of the Board of any and all of his memberships on boards of
     directors of any entity other than the Company.  The "Applicable
     Period" shall mean, (A) where the Executive has received or is
     receiving benefits under Section 9, the period during which the
     Executive is receiving such benefits, provided, however, that the
     Executive may limit the Applicable Period under this clause (A)
     to 12 months (or such greater period of time) from the effective
     date of termination of the Executive's employment (the "Reduced
     Period") by giving notice to the Company that he is electing to
     forfeit and have the Company cease paying and providing all
     amounts and benefits arising under Section 9 following expiration<PAGE>



     of the Reduced Period; and (B) where the Executive terminates his
     employment pursuant to clause (y) of this Section 13(a) or the
     Company terminates the Executive's employment for Cause, the
     greater of (Y) a period of 12 months from the effective date of
     such termination or (Z) the remaining term of this Agreement.

               (b)  The Executive acknowledges and agrees that a
     violation of Section 11 and the foregoing provisions of this
     Section 13 (referred to collectively as the Confidentiality and
     Noncompetition Agreement) would cause irreparable harm to the
     Company, and that the Company's remedy at law for any such
     violation would be inadequate.  In recognition of the foregoing,
     the Executive agrees that, in addition to any other relief
     afforded by law or this Agreement, including damages sustained by
     a breach of this Agreement and any forfeitures under Section 9,
     and without the necessity or proof of actual damages, the Company
     shall have the right to enforce this Agreement by specific
     remedies, which shall include, among other things, temporary and
     permanent injunctions, it being the understanding of the
     undersigned parties hereto that damages, the forfeitures
     described above and injunctions shall all be proper modes of
     relief and are not to be considered as alternative remedies.

               14.  Prohibition on Certain Outside Compensation.  The
     Executive shall not, without the Company's prior written consent,
     accept any compensation or gift from any person, firm or
     corporation (other than the Company) where such compensation or
     gift is, or may appear to be, in consideration of his acting in a
     preferential manner in relation to the business of such person,
     firm or corporation.

               15.  Arbitration.  Any dispute between the parties
     under this Agreement shall be resolved (except as provided below)
     through arbitration by an arbitrator selected under the rules of
     the American Arbitration Association (located in Chicago,
     Illinois) and the arbitration shall be conducted in the city in
     which the Company's principal executive offices are then located
     under the rules of said Association.  Each party shall each be
     entitled to present evidence and arguments to the arbitrator. 
     The arbitrator shall have the right only to interpret and apply
     the provisions of this Agreement and may not change any of its
     provisions.  The arbitrator shall permit reasonable pre-hearing
     discovery of facts, to the extent necessary to establish a claim
     or a defense to a claim, subject to supervision by the
     arbitrator.  The determination of the arbitrator shall be
     conclusive and binding upon the parties and judgment upon the
     same may be entered in any court having jurisdiction thereof. 
     The arbitrator shall give written notice to the parties stating
     his or her determination, and shall furnish to each party a
     signed copy of such determination.  The expenses of arbitration
     shall be borne equally by the Executive and the Company or as the
     arbitrator shall otherwise determine.  Notwithstanding the
     foregoing, the Company shall not be required to seek or
     participate in arbitration regarding any breach of the
     Executive's Confidentiality and Noncompetition Agreement
     contained in Sections 11 and 13, but may pursue its remedies for
     such breach in a court of competent jurisdiction, including,
     without limitation, in a court in the city in which the Company's
     principal executive offices are then located.  Any arbitration or<PAGE>



     action pursuant to this Section 15 will be governed by and
     construed in accordance with the substantive laws of the State of
     Missouri, without giving effect to the principles of conflict of
     laws of such State.

               16.  Key Man Insurance.  The Company shall have the
     right to secure, in its own name or otherwise, and at its own
     expense, life, disability, accident or other insurance covering
     the Executive and the Executive shall have no right, title or
     interest to such insurance.  The Executive shall assist the
     Company in procuring such insurance by submitting to reasonable
     examinations and signing such applications and other instruments
     as may be required by the insurance carriers to which application
     is made for any such insurance.

               17.  Agreement.  This Agreement supersedes any and all
     prior and/or contemporaneous agreements, either oral or in
     writing, between the parties hereto, with respect to the subject
     matter hereof.  Each party to this Agreement acknowledges that no
     representations, inducements, promises, or other agreements,
     orally or otherwise, have been made by any party, or anyone
     acting on behalf of any party, pertaining to the subject matter
     hereof, which are not embodied herein, and that no prior and/or
     contemporaneous agreement, statement or promise pertaining to the
     subject matter hereof that is not contained in this Agreement
     shall be valid or binding on either party.

               18.  Withholding of Taxes.  The Company may withhold
     from any amounts payable under this Agreement all federal, state,
     city or other taxes as the Company is required to withhold
     pursuant to any law or government regulation or ruling.

               19.  Successors and Binding Agreement. 

               (a)  The Company will require any successor (whether
     direct or indirect, by purchase, merger, consolidation,
     reorganization or otherwise) to all or substantially all of the
     business or assets of the Company, by agreement in form and
     substance satisfactory to the Executive, expressly to assume and
     agree to perform this Agreement in the same manner and to the
     same extent the Company would be required to perform if no such
     succession had taken place.  This Agreement will be binding upon
     and inure to the benefit of the Company and any successor to the
     Company, including without limitation any persons acquiring
     directly or indirectly all or substantially all of the business
     or assets of the Company whether by purchase, merger,
     consolidation,  reorganization or otherwise (and such successor
     shall thereafter be deemed the "Company" for the purposes of this
     Agreement), but will not otherwise be assignable, transferable or
     delegable by the Company.

               (b)  This Agreement will inure to the benefit of and be
     enforceable by the Executive's personal or legal representatives,
     executors, administrators, successors, heirs, distributees and
     legatees.

               (c)  This Agreement is personal in nature and neither
     of the parties hereto shall, without the consent of the other,
     assign, transfer or delegate this Agreement or any rights or<PAGE>



     obligations hereunder except as expressly provided in Sections
     19(a) and 19(b).  Without limiting the generality or effect of
     the foregoing, the Executive's right to receive payments
     hereunder will not be assignable, transferable or delegable,
     whether by pledge, creation of a security interest, or otherwise,
     other than by a transfer by the Executive's will or by the laws
     of descent and distribution and, in the event of any attempted
     assignment or transfer contrary to this Section 19(c), the
     Company shall have no liability to pay any amount so attempted to
     be assigned, transferred or delegated.

               20.  Notices.  For all purposes of this Agreement, all
     communications, including without limitation notices, consents,
     requests or approvals, required or permitted to be given
     hereunder will be in writing and will be deemed to have been duly
     given when hand delivered or dispatched by electronic facsimile
     transmission (with receipt thereof confirmed), or five business
     days after having been mailed by United States registered or
     certified mail, return receipt requested, postage prepaid, or
     three business days after having been sent by a nationally
     recognized overnight courier service such as Federal Express,
     UPS, or Purolator, addressed to the Company (to the attention of
     the Secretary of the Company) at its principal executive offices
     and to the Executive at his principal residence, or to such other
     address as either party may have furnished to the other in
     writing and in accordance herewith, except that notices of
     changes of address shall be effective only upon receipt.

               21.  Governing Law.  The validity, interpretation,
     construction and performance of this Agreement will be governed
     by and construed in accordance with the substantive laws of the
     State of Missouri, without giving effect to the principles of
     conflict of laws of such State.

               22.  Validity.  If any provision of this Agreement or
     the application of any provision hereof to any person or
     circumstances is held invalid, unenforceable or otherwise
     illegal, the remainder of this Agreement and the application of
     such provision to any other person or circumstances will not be
     affected, and the provision so held to be invalid, unenforceable
     or otherwise illegal will be reformed to the extent (and only to
     the extent) necessary to make it enforceable, valid or legal.

               23.  Survival of Provisions.  Notwithstanding any other
     provision of this Agreement, the parties' respective rights and
     obligations under Sections 9 through 26, inclusive, will survive
     any termination or expiration of this Agreement or the
     termination of the Executive's employment for any reason
     whatsoever.

               24.  Miscellaneous.  No provision of this Agreement may
     be modified, waived or discharged unless such waiver,
     modification or discharge is in writing and signed by the party
     against whom such modification, waiver or discharge is sought to
     be enforced.  No waiver by either party hereto at any time of any
     breach by the other party hereto or compliance with any condition
     or provision of this Agreement to be performed by such other
     party will be deemed a waiver of similar or dissimilar provisions
     or conditions at the same or at any prior or subsequent time. <PAGE>



     Unless otherwise noted, references to "Sections" are to sections
     of this Agreement.  The captions used in this Agreement are
     designed for convenient reference only and are not to be used for
     the purpose of interpreting any provision of this Agreement.

               25.  Counterparts.  This Agreement may be executed in
     one or more counterparts, each of which shall be deemed to be an
     original but all of which together will constitute one and the
     same agreement.

               26.  Results of Executive Services.  To the extent
     permitted by applicable law, the Company shall own, and the
     Executive hereby expressly grants to the Company, exclusively and
     in perpetuity, all rights in and to all results and proceeds of
     the Executive's services in the normal course of his employment
     to the extent that same are protectable under the laws of
     intellectual property, including without limitation, all
     suggestions, ideas, techniques, forms, pamphlets and other
     contributions and materials originated or developed by the
     Executive in the normal course of his employment, and in and to
     all earnings derived by reason of the Executive's services in the
     normal course of his employment.  To the extent permitted by
     applicable law, the Executive hereby waives any and all right,
     title or interest he might otherwise have therein or thereto, or
     in or to the results or proceeds derived by the Company or others
     from the use of any thereof.  Without limiting the generality of
     the foregoing, as the Executive is to render his services
     exclusively hereunder, it is expressly understood and agreed
     that, to the extent permitted by applicable law, any and all
     materials created by the Executive in the normal course of his
     employment which are protectable under the law of intellectual
     properties are created in the normal course of such employment,
     and, accordingly, all of same are "works for hire" and the
     Company shall be the author and owner thereof for all purposes,
     including, without limitation, for purposes of copyright.  To the
     extent, under applicable law, such materials may not be
     considered a work made for hire, the Executive hereby transfers
     and conveys to the Company, to the maximum extent permitted by
     applicable law, all of the Executive's right, title and interest
     in all copyrightable matter created by the Executive during the
     term hereof.


               IN WITNESS WHEREOF, with the Company signatory listed
     below having been duly authorized by the Company to enter into
     this Agreement by the Company, the parties hereto have executed
     this Agreement as of the day and year first written.



                                   /s/Lawrence E.  Honig


                                   EDISON BROTHERS STORES, INC.



                                                                     
          <PAGE>



                                   /s/H. Michael Hecht
                                   Director



                                   /s/Alan A. Sachs
                                   Executive Vice President, General
                                   Counsel and Secretary