EXHIBIT 10(L)


                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT  is made as of April 24, 1995,  by and between  CIRCUIT
CITY  STORES,  INC.,  (the  "Company"),  a Virginia  Corporation,  and Warren A.
McCollough, (the "Employee").

         The parties agree as follows:

                                    ARTICLE I

                                    Services

         The Company  agrees to employ the  Employee  as Senior  Vice  President
during the term of this  Agreement.  The Employee agrees to devote his full time
and attention to the business of the Company and to the faithful  performance of
his duties as Senior Vice President and to the  performance  of such  additional
duties as may be  assigned  to him from time to time by the  Company's  Board of
Directors (the "Board") or Chief Executive Officer.

         At any time and from time to time while this agreement is in force, the
Employee may be appointed to such other  executive  positions  and be given such
other titles and executive responsibilities as the Board may determine.

                                   ARTICLE II

                                      Term

         The Company  agrees to employ the Employee  and the Employee  agrees to
serve the  Company  for a term  beginning  as of April 24,  1995 and  continuing
through  April  23,  1997.  The term of this  Agreement  shall be  automatically
extended for additional  one-year periods unless either party notifies the other
in writing at least one year  before  the end of the  then-current  term that it
does not wish to extend the term. For example,  if such a notice is not given by
April 24, 1996, the term of this Agreement  shall extend through April 23, 1998.
However,  in order for the contract to expire on that date, notice must be given
by April 24, 1997.  If no such notice is given,  the term shall  extend  through
April 23, 1999.  This  Agreement  may be terminated  prior to its  expiration by
either the Company or the Employee.  The  consequences of such a termination are
described in other provisions of this Agreement.



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Employment Agreement
April 24, 1995



                                   ARTICLE III

                                  Compensation

         The Employee's compensation shall include:

                  (1)  Base  salary,   as   determined   by  the  Board  or  the
         Compensation  and  Personnel  Committee of the Board (the  "Committee")
         following an annual review of the Employee's  compensation.  Until June
         1, 1996, such base salary will be $380,000.00/annually.

                  (2) Cash bonuses in accordance with the Company's annual bonus
         program  established  by the Board or the  Committee  and on a basis no
         less  favorable  than  that  applicable  to  other  senior   management
         employees and such other cash bonuses as the Board or the Committee, in
         their discretion, may determine from time to time.

                  (3) Participation in the Company's stock incentive programs to
         the extent the Board or the Committee,  in their discretion  determines
         is appropriate for senior management employees.

                  (4)  Participation in the Company's  pension and other benefit
         plans  and  all  of  the   Company's   fringe   benefit  and  executive
         compensation  programs for senior  management  employees  not otherwise
         provided  for in this  Agreement  in  accordance  with  the  terms  and
         provisions of those plans and  programs,  as they may be in effect from
         time to time.

         In  addition,   the  Company  shall  reimburse  the  Employee  for  all
reasonable and necessary  expenses  incurred by the Employee in connection  with
the performance of his duties  hereunder in accordance  with corporate  policies
and procedures covering travel and business expense  reimbursement,  as they may
be in effect from time to time.

         The  Employee may elect to defer all or any part of his salary or bonus
by filing a written  election (the "Election") to that effect with the Secretary
of the Company.  As to salary, the Election shall be effective only with respect
to compensation for services performed after the Employee files the Election. As
to  bonuses,  the  Election  shall be  effective  only with  respect  to bonuses
determined  and awarded to the Employee  after the Employee  files the Election.
Any amounts deferred by the Employee will be credited to an account  established
for him on the books of the  Company.  This  account will also be credited as of
the end of each  fiscal  year,  until  such time as no  balance  remains  in the
account, with

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Employment Agreement
April 24, 1995

an additional amount equal to the product of (a) the average balance credited to
the account during that fiscal year and (b) a percentage which shall be the time
weighted  average of the prime rate  announced  by Signet Bank from time to time
during such fiscal year.  The total amount  credited to this account will become
payable to the Employee after his  termination  of employment  upon such payment
schedule as he may specify in the Election.  If termination of employment occurs
by reason of death, or if the Employee dies after payments have  commenced,  any
remaining payments will be made to one or more  beneficiaries  designated by the
Employee in a writing filed with the  Secretary of the Company.  If the Employee
fails  to  designate  a  beneficiary,  or if all  the  designated  beneficiaries
predecease him,  payment of the remaining  unpaid balance in the account will be
made to the  Employee's  estate.  The Company  reserves the right to  accelerate
payments or to make payment of the amounts  remaining  unpaid in a lump sum. All
determinations made and actions taken by the Company under this Article shall be
binding upon the beneficiaries and the Employee's estate. The Employee's rights,
or the  rights  of any  beneficiary,  are  those of a  general  creditor  of the
Company.


                                   ARTICLE IV

                            Confidential Information

         The Employee  recognizes that by virtue of his present position and his
tenure with the Company in an executive  capacity,  he has and will  continue to
have access to Company  trade  secrets  and other  confidential  information  in
whatever  form as documents,  software,  C.D. Rom,  firmware,  brochures,  data,
materials,  knowledge,  graphs, pictures and the like including, but not limited
to, the Company's  business  methods,  expansion  strategies,  expansion  plans,
merchandising  and  marketing  techniques  or  policies,   training  techniques,
internal  operations,  supplier  information,   pricing  information,   internal
corporate planning methods,  systems and operating procedures and other business
matters (the "Confidential Information").

         The  Employee   recognizes  and  acknowledges  that  such  Confidential
Information,  as may exist from time to time, is a valuable,  special and unique
asset of the Company,  and that this  Confidential  Information and its use have
been  responsible for the rapid growth and nationwide  expansion of the Company,
and if known by an entity engaged in the "Business of the Company,"  would cause
irreparable harm to the Company. The "Business of the Company", shall be defined
as: (a) retail sales and service of consumer  electronics or appliances (with or
without after-sale  service) or (b) the purchase or sale of motor vehicles (with
or without  providing  after-sale  service)  or c) any other line of business in
which the Company  becomes  engaged  before the date the  Employee's  employment
terminates.

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Employment Agreement
April 24, 1995


         Therefore,  except  in  performing  his  duties as an  employee  of the
Company, the Employee shall not:

                  (1)  Make  or  cause  to be  made  any  reproductions  of  any
Confidential Information belonging to or in the possession of the Company; or

                  (2) Remove any  Confidential  Information from the premises of
the Company or fail or refuse to surrender  the same to the Company  immediately
upon the  termination  of his employment or at any prior time upon the Company's
request; or

                  (3) Use for his own  benefit or purposes or disclose to or use
for the benefit or purposes of anyone  other than the  Company,  both during his
employment  and after the  termination of his  employment,  any trade secrets or
other  Confidential  Information,  whether he learned the information  before or
after signing this Agreement.


                                    ARTICLE V

                      Non-competition and Non-solicitation

         (1)  Non-competition.  Except as  hereinafter  provided,  the  Employee
agrees  that he will not,  without  the prior  written  consent of the  Company,
engage in competition  with the Company by being  associated  with any Competing
Business (as  hereinafter  defined)  during the term of this Agreement and for a
period of one year following its termination or expiration. For purposes of this
Article,  the  Employee  will be  deemed  to have  associated  with a  Competing
Business  if  he:  (1)  directly  or  indirectly,  alone  or  as a  member  of a
partnership,  owns  greater  that a 5% interest  in; or (2)  manages,  operates,
controls, or acts as a consultant to; or (3) serves as an officer or director or
in any managerial or executive position; with any Competing Business.

         A  "Competing  Business" is any  business  entity which  engages in the
Business of the Company and engages in Substantial  Competition with the Company
in one or more Metropolitan  Statistical Areas ("MSA"), in which the Company has
its operation,  or in which, at the date the Employee's  employment  terminates,
the Company is engaged in real estate site  selection or has taken further steps
toward  the  commencement  of  operation  in  the  future,  either  alone  or in
association with another entity ("Future  Statistical  Areas"), and in which the
Company collectively  produced,  or, in the case of Future Statistical Areas, is
projected  to produce in the first year of  operations,  more than $5 million of
gross  sales.  A  business  will  not  be  considered  to  be  in   "Substantial
Competition"  with the Company if: (1) the business or the operating unit of the
business in which the Employee is employed or with

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Employment Agreement
April 24, 1995

which the Employee is  associated  (the  "Business  Unit") is not engaged in the
Business of the  Company;  or (2) if sales of the  Business  Unit's  products or
services  in the  Business  of the  Company  constitute  less  than  10% of such
Business  Unit's sales; or (3) if the sales of the Business Unit in the Business
of the  Company  do not  constitute  more than 10% of the sales of the  Business
Unit, but there is not significant geographic overlap between such Business Unit
and the Company's business locations. For the purposes of this provision,  there
will not be a  significant  geographic  overlap if less than 10% of the sales of
such Business Unit and less than 10% of the Company's  sales (i) are in the same
MSA or (ii) are  projected  to be in the  same  MSA  within  the  first  year of
operations in the case of Future  Statistical  Areas.  The term "Business of the
Company" is defined in Article IV. In every case,  the good faith  judgement  of
the Committee  shall be conclusive as to whether the Employee is associated with
a Competing Business.

         (2) Non-solicitation.  The Employee agrees that during the term of this
Agreement and for a period of two years following its termination,  he will not,
without the prior written consent of the Company,  directly or indirectly engage
in efforts to induce the Company's  employees to terminate their  employment for
the purpose of being employed by another business entity.

         (3) Change of Control.  In the event that the Employee's  employment is
terminated  within two years  following  a Change of Control  (Change of Control
being defined in Article VII) under  circumstances  described in Article  VI(2),
the Employee shall not be bound by the provisions of this Article.

                                   ARTICLE VI

                           Termination by the Company

         (1) For Cause.  The Company may  immediately  terminate the  Employee's
employment at any time prior to the  expiration  of this  Agreement for "cause".
For purposes of this Agreement, the following shall be "cause" for termination.

                  (a)      continued and  deliberate  neglect by the Employee of
                           his employment duties; or

                  (b)      criminal  misconduct  of the  Employee in  connection
                           with the performance of any of his duties, including,
                           by   way   of    example    but    not    limitation,
                           misappropriation  of funds or property of the Company
                           or accepting  bribes or kickbacks in connection  with
                           any  transaction   entered  into  on  behalf  of  the
                           Company; or

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                  (c)      failure of the  Employee  to  disclose to the Board a
                           conflict  of  interest,  of which  he knew  or,  with
                           reasonable diligence, would have known, in connection
                           with any  transaction  entered  into on behalf of the
                           Company; or

                  (d)      conduct by the Employee that would result in material
                           injury to the  reputation  of the  Company if he were
                           retained in his position with the Company; or

                  (e)      the Employee's conviction of a felony; or

                  (f)      a  preliminary  or  permanent  injunction  or similar
                           remedy is entered  against the Employee,  the Company
                           or both  preventing  the Employee or the Company from
                           performing all or part of this Agreement; or

                  (g)      breach by the Employee of the  provisions of Articles
                           IV or V of this Agreement; or

                  (h)      deliberate actions by the Employee which are contrary
                           to the best interests of the Company.

         In every  case,  the good faith  judgement  of the  Committee  shall be
conclusive  as to  whether  cause  for  termination  exists.  In the  event of a
termination  for cause,  which shall include  resignation by the Employee at the
Company's  request at a time when cause for  termination  exists,  the  Employee
shall forfeit the right to any compensation  (other than deferred  compensation)
under this Agreement  after the date of  termination,  except to the extent that
the  terms of any  plans  or  programs  referred  to in  Article  III (4) or any
applicable law require otherwise.

         (2) Without Cause. The Company may terminate the Employee's  employment
agreement at any time prior to the  expiration of this  Agreement  without cause
("cause"  being  defined in Article  VI(1)).  In the event:  (a) the  Employee's
employment is terminated by the Company without cause;  (b) the Employee resigns
at the Company's request at a time when no cause for termination  exists; or (c)
the Employee voluntarily terminates his employment as a result of a reduction in
compensation or benefits (which is not part of a prorata  reduction in executive
compensation or benefits for the Company's senior  executives) or as a result of
a significant  reduction in the Employee's  responsibilities,  and the voluntary
termination  occurs  within 60 days after such  reduction,  the  Employee  shall
forfeit the right to any compensation  (other than deferred  compensation) under
this Agreement after the date of termination except:


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Employment Agreement
April 24, 1995

         (i)      12 months of base  salary,  payable in  biweekly  installments
                  over the  following  12  months;  and,  in the event  that the
                  termination of employment  occurs within two years following a
                  Change of Control  (Change of Control being defined in Article
                  VII),  an  additional  12 months of base  salary,  payable  in
                  biweekly   installments   over  the  second   12-month  period
                  immediately following such termination; and

         (ii)     a pro-rated  bonus for the fiscal year in which the Employee's
                  employment  is  terminated,  if the  termination  occurs on or
                  after September 1st of that fiscal year. The proration will be
                  based on the number of complete  months the Employee worked in
                  that fiscal year, will be in accordance with the bonus program
                  for such fiscal year,  and will be payable within two weeks of
                  when bonuses are distributed, and

         (iii)    a prorated  bonus for the prior fiscal  year,  if the Employee
                  worked six or more months in the prior fiscal year, and if the
                  Employee's  termination date is between March 1st and the date
                  bonuses are  distributed for the prior fiscal year (if bonuses
                  are awarded for the prior  fiscal  year).  In this event,  the
                  bonus will be prorated  for the number of complete  months the
                  Employee worked in the prior fiscal year, and

         (iv)     Continued   participation,   as  if  still  employed,  in  the
                  Company's  medical and dental  insurance plans through the end
                  of the month in which the Employee's severance payments end to
                  the  extent   permitted  by  the  provisions  of  such  plans;
                  provided,   however,  the  Company's  obligation  to  continue
                  participation  in  these  plans,  ends on the  last day of the
                  month in which the Employee becomes eligible to participate in
                  such  benefits at his new place of  employment.  However,  the
                  Company will continue to provide  benefit  continuation to the
                  extent required by federal law.

         Notwithstanding  the foregoing,  the Employee shall have the obligation
to seek  alternative  employment  following a termination  of  employment  under
Article VI(2).  Any  remuneration  the Employee  receives for the performance of
personal  services  during  the year  following  termination  of his  employment
pursuant to this Article VI(2) will be an offset to the Company's obligations to
pay the amounts referred to in subparagraph (i) above;  provided,  however, that
such an offset will not reduce below  one-half the remaining  biweekly  payments
the Company is  obligated to pay under  subparagraph  (i) above;  and  provided,
further,  that  the  Employee  shall  not  have  any  obligation  to seek  other
employment  and no such offset will be allowed the Company if such a termination
of employment occurs within

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Employment Agreement
April 24, 1995

two years  following  a Change of Control  (Change of Control  being  defined in
Article VII).

         (3) Death or  Disability.  If the  Employee  dies or  becomes  disabled
during the term of this Agreement,  the Employee's  employment will terminate as
of the date of the  Employee's  death  or the  determination  of the  Employee's
disability. In such event, neither of Article VI (1) or (2) shall be applicable.
The  determination  as to whether the employee has suffered a disability and the
date on which the disability  commenced  shall be made by the Committee,  in its
sole discretion, on the basis of competent evidence; provided, however, that the
inability  of the  Employee  to  perform  each  of the  material  duties  of his
employment for 6 consecutive months because of a medically  determined  physical
or mental  condition  shall be  conclusive  evidence  of  disability  unless the
Company is provided with competent  medical evidence that the condition will not
continue to prevent the Employee  from  performing  his duties for more than six
additional  months. Two consecutive weeks of full ability to perform each of the
material  duties of the position  shall be required to interrupt  the running of
the six-month period.


         In the event of termination  because of disability,  the Employee shall
receive  his base salary  (pursuant  to Article III (1)) for the first 12 months
after the first date on which the Employee was unable to perform, after which he
shall  be  entitled  only  to such  amounts,  if any,  as may be  available  any
employment-related  benefit  plans or  programs in which the  Employee  may be a
participant  (except those which are totally paid for by the Employee  through a
private company). Any amounts the Employee receives under such plans or programs
during the 12 months  referred to above  shall be an offset to amounts  which he
would otherwise receive under Article VI (3).

         In the event of the Employee's death, the designated beneficiary of the
Employee shall continue to receive the Employee's  base salary for a period of 3
months following his death.


                                   ARTICLE VII

                             Termination by Employee

         (1) General Rule. The Employee may voluntarily terminate his employment
prior to the  expiration of this  Agreement  upon 60 days written  notice to the
Company.  If the  Employee  does so for  reasons  other  than those set forth in
provision (c) of Article VI (2) or for such  reasons,  but after the time period
set forth in such  provision  has  expired,  he shall  forfeit  the right to any
compensation  (other than deferred  compensation) under this Agreement after the
date of termination.

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Employment Agreement
April 24, 1995


         (2) Voluntary  Termination Following a Change of Control. The provision
of Article  VII (1)  notwithstanding,  in the event that a Change of Control (as
hereinafter  defined)  occurs  and  within  one  year  thereafter  the  Employee
voluntarily  terminates his employment  (other than pursuant to provision (c) of
Article VI (2)), the Employee  shall be entitled to receive,  in addition to any
other amounts he may be entitled to receive under this  Agreement and subject to
any applicable  payroll or other taxes required to be withheld,  an amount equal
to one year's base salary,  in addition to the  continuation  of his medical and
dental benefits (as if still employed) during the pay-out period. This severance
amount shall be payable in biweekly  installments over the 12 months immediately
following termination.

In such event, fiscal year-end bonuses will be handled in the following manner:

         (i)      If the Employee's  termination  date is on or after  September
                  1st: any bonus  awarded for that year will be prorated for the
                  number of complete  months the  Employee  worked in the fiscal
                  year.

         (ii)     If the  termination  occurs prior to  September  1st, no bonus
                  will be due.

         (iii)    If the Employee's  termination date is between March 1 and May
                  15: the  Employee  shall also be  entitled  to a bonus for the
                  prior fiscal year,  prorated for the number of complete months
                  the Employee  worked in the prior  fiscal  year,  provided the
                  number of months employed in that year was equal to or greater
                  than six.


(3)      Change of Control  Definition.  In this Agreement,  "Change of Control"
shall mean:

         (i)      a third  person,  including  a "group"  as  defined in Section
                  13(d)(3) of the Securities  Exchange Act of 1934,  becomes, or
                  obtains the right to become,  the beneficial  owner of Company
                  securities  having 20% or more of the combined voting power of
                  the then  outstanding  securities  of the Company  that may be
                  cast for the election of directors of the Company  (other than
                  as a result of an  issuance  of  securities  initiated  by the
                  Company in the ordinary course of business); or

         (ii)     as the result of, or in  connection  with,  any cash tender or
                  exchange offer, merger or other business combination,  sale of
                  assets  or  contested  election,  or  any  combination  of the
                  foregoing transactions,  the persons who were directors of the
                  Company before such  transactions  shall cease to constitute a
                  majority

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Employment Agreement
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                  of the Board of Directors  of the Company or any  successor to
                  the Company.


                                  ARTICLE VIII

                            Benefits Upon Termination

         Upon  termination of  employment,  benefits are terminated as described
below:

         1) Medical  and  Dental  Plans:  The  Employee's  participation  in the
Medical and/or Dental plans  terminates as of the last day of the month in which
the Employee's employment ends, unless specifically continued during a severance
payment period as noted in Article VI or Article VII(2) above.  Continuation  of
coverage other than as provided in Article VI or Article  VII(2) above,  will be
available in accordance with federal law and each plan's provisions.

         2) Retirement  Plan: The Employee's  termination of employment will not
affect Retirement Plan benefits earned as of the date of termination.

         3) Other Benefit Programs:  Participation in all other benefit programs
ends as of the date of  termination,  except as noted  below.  Benefit  programs
include,  but are not limited to, Group Life  Insurance,  Long Term  Disability,
Employee Discount Program,  car allowance or company car program, the Restricted
Stock and Stock Option Plans, the Officer Merchandise  Evaluation  Program,  and
the tax preparation and financial counseling  programs.  The ability to exercise
options ends on the date of  termination  of  employment.  Participation  in the
fiscal  year-end  bonus  program ends as of the date of  termination  unless the
termination of employment is without cause as defined in Article VI (2) above.

         If the Employee is  released,  without  cause,  under the terms of this
agreement,  and the Employee has vested but  unexercised  stock options,  or has
stock options or restricted  stock which are due to vest within one month of the
date of termination, the Employee shall have the option to delay the termination
for up to one month, to allow for any restricted stock or stock options to vest,
or for the Employee to have time to exercise options. If the Employee

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Employment Agreement
April 24, 1995

elects this  option,  the  severance  pay-out  period would be reduced by a like
period of time (e.g.,  if the Employee  delays his  termination for one month in
order for stock to vest,  the  Employee  would  receive  11 months of  severance
payments  and medical and dental plan  continuation,  instead of 12 months).  If
termination  is for "cause,"  participation  in all  benefits,  including  stock
options and  restricted  stock ends either on the date of termination or the end
of the month in which the termination  occurred,  according to the provisions of
each benefit program. If termination of employment is due to death, the right to
exercise vested but unexercised stock options is in accordance with the terms of
the stock option plans. All of the above is subject to the laws, regulations and
plan provisions in effect at the time of the Employee's termination.

                                   ARTICLE IX

                                   Monies Owed

         To the extent that the Employee owes the Company any monies at the time
of termination of employment, or to the extent that taxes are due on any Circuit
City benefits, the Employee authorizes the Company to withhold such amounts from
his final paycheck or severance payment(s),  or from reimbursements or any other
monies due to the Employee.







                                    ARTICLE X

                                     Notices

         Any  notice  or other  communication  ("Notice")  required  under  this
Agreement  shall be in  writing  and shall be deemed to have been  given or made
when  personally  delivered,  or when mailed by  registered  or certified  mail,
postage prepaid,  return receipt  requested,  to the other party. In the case of
the Company,  any Notice shall be delivered or mailed to its principal office to
the attention of the Secretary. In the case of the Employee, any Notice shall be
delivered or mailed to his last known address as reflected in the records of the
Company.




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Employment Agreement
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                                   ARTICLE XI

                                   Assignment

         This agreement is one for personal  service and shall not be assignable
by  Employee.  However,  Company may assign this  agreement  to an entity  under
common control with Company or to an entity which succeeds to the portion of the
Company's business in which the Employee is employed.


                                   ARTICLE XII

                              Survival of Covenants

         Except to the extent  expressly  provided  otherwise in this Agreement,
the covenants and agreements of the Employee and the Company,  including but not
limited to those set forth in Articles IV and V, shall  survive the  termination
or expiration of this Agreement.


                                  ARTICLE XIII

                          Entire Agreement; Amendments

         This  Agreement  constitutes  the entire  agreement and  supersedes all
other prior  agreements and  understandings,  both written and oral,  express or
implied,  with respect to the subject matter of this  Agreement.  This Agreement
may be amended only by a writing executed by the parties.




                                   ARTICLE XIV

                                  Governing Law

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the Commonwealth of Virginia.




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Employment Agreement
April 24, 1995


                                   ARTICLE XV

                                     Waiver


         Failure to insist upon strict  compliance with any term or condition of
this Agreement shall not constitute a waiver of the term or condition, nor shall
any waiver or  relinquishment  of any right or power under this Agreement at any
one or more times be deemed a waiver or relinquishment of such right or power at
any other time.


                                   ARTICLE XVI

                                  Severability

         If any  Article,  paragraph,  sentence,  or clause  hereof,  including,
without  limitation,  Article  IV and V  ("Provision"),  is  deemed  invalid  or
unenforceable in whole or in part in any jurisdiction,  all the other Provisions
in this  Agreement  including  the affected  Provision,  to the extent it is not
deemed invalid or unenforceable,  shall remain in full force and effect in that,
and any  other,  jurisdiction  and  shall  be  liberally  construed  in order to
effectuate  the  purpose  and  intent  of  the  Agreement.   The  invalidity  or
unenforceability  of any Provision of this agreement in any  jurisdiction  shall
not  affect  the  validity  or  enforceability  of that  Provision  in any other
jurisdiction.








                                  ARTICLE XVII

                                   Arbitration

         (1) Any disagreement or controversy between the parties concerning this
Agreement (other than disagreements or controversies  concerning Articles IV and
V of this  Agreement)  shall  be  settled  by  arbitration  in  accordance  with
Commercial Arbitration Rules of the American Arbitration Association ("AAA") and
this  Article.  In the event of any  inconsistency  between  such Rules and this
Agreement,  this Agreement  shall  control.  The decision in writing of the sole
arbitrator or of a majority of the arbitrators,  as the case may be,  designated
or selected in  accordance  with this Article shall be final and binding on both
parties and may be enforced in a court of law or equity.  The parties  recognize
that  they wish to use  arbitration  to settle  disagreements  or  controversies
concerning this Agreement other than those excluded above and both parties waive
their right to appeal the arbitrators'

                                                                        initials
Page 13




Warren A. McCollough
Employment Agreement
April 24, 1995

decision to any court. The cost of arbitration,  including arbitrators' fees and
expenses of hearings and  conferences,  shall be shared  equally by the parties.
Each party shall pay its own attorney's and experts' fees and related expenses.

         (2) Notice of intent to arbitrate must be given within six months after
the aggrieved party knows or, with reasonable diligence, would have known of the
existence  of the  disagreement  or  controversy,  unless the  parties  agree in
writing to extend such six months period.

         (3) Disagreements and controversies  submitted to arbitration hereunder
shall be decided by a sole arbitrator  appointed by the AAA; provided,  however,
that each party shall have the right,  but not the obligation,  to designate one
additional  arbitrator.  If a party wishes to avail himself of such right,  such
party shall give written notice naming such  additional  arbitrator to the other
party within 30 days after the notice of intent to arbitrate is given.

         (4) If the  Employee  breaches the  provisions  of Articles IV or V, he
shall not be entitled to receive any amounts due under this  Agreement that have
not been previously paid to him.

         (5) The Employee  recognizes and acknowledges  that in the event of any
default in or breach of any of the terms, conditions, and provisions of Articles
IV or V of this Agreement  (either  actual or  threatened) by the Employee,  the
Company will suffer irreparable harm and its remedies at law will be inadequate.
Accordingly, the Employee agrees that, in such event, the Company shall have the
right to specific  performance and injunctive  relief in addition to any and all
other remedies and rights  available to the Company under this Agreement,  or at
law or in equity, and all rights and remedies shall be cumulative.

         (6) Disagreements or controversies  concerning Articles IV or V of this
Agreement may be settled by arbitration in accordance  with this Article if both
parties so agree in writing.






         The offer  contained  herein remains open until 5 p.m. on May 24, 1995.
To confirm that this letter states our agreement,  please sign the enclosed copy
on the line above your name,  date it,  initial each page in the space  provided
for that  purpose,  and return  the copy to Wanda  Moser,  Personnel  Operations
Manager,  in the  enclosed  envelope  by May 10,  1995.  This  agreement  is not
effective until received by Wanda Moser,  who will sign it to verify receipt and
will send you a fully executed copy for your records,

Page 14




Warren A. McCollough
Employment Agreement
April 24, 1995


         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and the year first written below.



CIRCUIT CITY STORES, INC.




By:               s/Richard L. Sharp                               5/25/95
                  Richard L. Sharp,                                Date
                  President and Chief Executive Officer




AGREED:           s/Warren A. McCollough                           5/22/95
                  Warren A. McCollough  SS# 486-56-6502            Date




RECEIVED:         s/Wanda Moser                                    5/25/95
                  Wanda Moser                                      Date