(Martin P. Doolan)
THIS AGREEMENT is by and between Value City Department Stores, Inc. ("Company") and Martin P. Doolan
("Executive"), and is effective as of the date it has been fully executed by both parties.
Company agrees to employ Executive as President and Chief Executive Officer, and to appoint Executive to
Company's Board of Directors, and Executive hereby accepts such employment and appointment and agrees to
serve Company subject to the general supervision, advice and direction of Company's Board of Directors
("Board"), and upon the following terms and conditions:
1. Position and Duties. Effective July 1, 1997, Executive shall be employed as Company's President and Chief
Executive Officer, with such authority and duties as are customary for this position, and shall perform such other
services and duties as the Board may from time to time designate.
1.1. Executive agrees to devote his full business time, best efforts, and undivided attention to the business and
affairs of Company, except for any vacations, illness, or disability. Executive shall not engage in any other
businesses that would interfere with his duties, provided that nothing contained herein is intended to limit
Executive's right to make passive investments in the securities of publicly-owned companies or other businesses
which will not interfere or conflict with his duties hereunder or, with the prior consent of the Chairman, to sit on
the boards of other businesses. The Company hereby consents to Executive's current and future investment in the
securities of American Eagle Outfitters, U.S. Netting, Inc., Walt's Radiator and Muffler, Inc., Baxter, Inc., OK
Industries, Inc. and Air Shield, Inc. (collectively, the "Businesses"), together with Executive's continued and/or
future position as a director and/or officer of one or more of the Businesses.
1.2. Executive agrees that he shall at all times observe and be bound by all rules, policies, practices, and
resolutions heretofore o