CENTRAL TRACTOR FARM & COUNTRY INC, SC 13D, 1996-12-09

CENTRAL TRACTOR FARM & COUNTRY INC
SC 13D, 1996-12-09
BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Central Tractor Farm & Country, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

0001555601

(CUSIP Number)

Steven G. Segal, JWC Acquisition I, Inc., c/o J.W. Childs Equity Partners,
L.P. One Federal Street, Twenty-First Floor, Boston, Massachusetts 02110
(617) 753-1100

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

November 27, 1996

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

JWC ACQUISITION I, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

BK, AF, OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER
NUMBER OF
SHARES 1,048,214
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 6,014,038 (The aggregate number of shares includes
PERSON 230,523 shares of Issuer Common Stock which are
WITH issuable upon the exercise of the warrant of the
Issuer that is subject to the Securities Purchase
Agreement (as defined herein). No Reporting Person
has the power to cause such warrant to be
exercised.)

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

JWC HOLDINGS I, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

AF, OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

JWC EQUITY FUNDING, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

BK, AF, OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

7 SOLE VOTING POWER
NUMBER OF
SHARES 1,048,214
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 6,014,038 (The aggregate number of shares includes
WITH 230,523 shares of Issuer Common Stock which are
issuable upon the exercise of the warrant of the
Issuer that is subject to the Securities Purchase
Agreement (as defined herein). No Reporting Person
has the power to cause such warrant to be exercised.)

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.W. CHILDS EQUITY PARTNERS, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

BK, AF, OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.W. CHILDS ADVISORS, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.W. CHILDS ASSOCIATES, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D

CUSIP No. 0001555601

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.W. CHILDS ASSOCIATES, INC.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ___

(b) ___

3 SEC USE ONLY

4 SOURCE OF FUNDS*

OO (see item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

9 SOLE DISPOSITIVE POWER

1,048,214

10 SHARED DISPOSITIVE POWER

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,208,551

<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14 TYPE OF REPORTING PERSON*

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.

This statement relates to shares of common stock, $.01 par value per
share ("Issuer Common Stock"), of Central Tractor Farm & Country, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 3915 Delaware Avenue, Des Moines, Iowa 50313.

Item 2. Identity and Background.

This statement is being filed jointly by JWC Acquisition I, Inc., a
Delaware corporation ("Acquiror"), JWC Holdings I, Inc., a Delaware corporation
("Acquiror Parent") which is the sole stockholder of Acquiror, JWC Equity
Funding, Inc., a Delaware corporation ("JWC Funding") of which Acquiror Parent
is a direct subsidiary, J.W. Childs Equity Partners, L.P. ("Childs"), a
Delaware limited partnership of which JWC Funding is a direct wholly owned
subsidiary, J.W. Childs Advisors L.P. ("JWC Advisors"), a Delaware limited
partnership which is the general partner of Childs, J.W. Childs Associates,
L.P. ("Associates L.P."), a Delaware limited partnership which is the general
partner of JWC Advisors and J.W. Childs Associates, Inc. ("Associates Inc."), a
Delaware corporation which is the general partner of Associates L.P..
Acquiror, Acquiror Parent, JWC Funding, Childs, JWC Advisors, Associates L.P.
and Associates Inc. are the "Reporting Persons". The agreement among the
Reporting Persons relating to joint filing of this statement is attached as
Exhibit 1 hereto.

Acquiror and Acquiror Parent were formed to effect the transactions
described in Item 4 below, and have not engaged in any activities other than
those incident to their formation and such transactions. Information
concerning the directors and executive officers of Acquiror, Acquiror Parent
and JWC Funding is contained in Schedule A attached hereto.

Each of Childs, JWC Advisors, Associates L.P. and Associates Inc.,
are principally engaged in the business of investing through partnerships in
securities. Information concerning the directors and executive officers of
Associates, Inc. is contained in Schedule A attached hereto. JWC Funding was
formed for the purpose of facilitating bridge financing of Childs' equity
commitments, including, without limitation, the transactions outlined in Item
4.

The address of the principal business and office of each of the
Reporting Persons is One Federal Street, Twenty-First Floor, Boston,
Massachusetts 02110.

During the last five years, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the other persons named in this
Item 2 or Schedule A hereto: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.

Acquiror has purchased the Initial Butler Shares (as defined in Item
4) with the proceeds of a capital contribution of $14,674,996 by Acquiror
Parent. The total amount of funds necessary to purchase the Remaining Butler
Shares and the Warrant (each as defined in Item 4), to purchase the Management
Securities (as defined in Item 4), and to pay related fees and expenses will be
approximately $83.76 million. Acquiror expects to obtain approximately $35.05
million of such amount under term loan and revolving loan facilities (the
"Margin Facility") made available pursuant to an Acquisition Financing
Commitment Letter dated November 26, 1996 with NationsBank, N.A.
("NationsBank") and NationsBanc Capital Markets, Inc. (a copy of which is
attached hereto as Exhibit 6). Childs and other stockholders of Acquiror
Parent will provide the balance of the funds through capital contributions to
Acquiror.

At the time Acquiror acquires the Butler Securities (as defined in
Item 4), $16 million of existing indebtedness of the Issuer represented by
convertible notes of the Issuer held by the Securityholders (as defined in Item
4) and outstandings under the Issuer's existing working capital facility will
be repaid through borrowings under a new $38 million term and revolving credit
facility in favor of the Issuer, made available by certain bank lenders and
Fleet National Bank, as agent, as provided in a commitment letter dated
November 26, 1996.

Acquiror expects that up to $98.65 million in additional funds will
be required to consummate the Merger (as defined in Item 4), to refinance the
Margin Facility and to pay transactions costs. Acquiror expects these funds to
be made available through the issuance of approximately $100 million of
permanent senior or senior subordinated notes of the Issuer (the "Notes"). To
the extent that the Notes cannot be placed at or prior to the Merger,
NationsBridge L.L.C. has committed to purchase up to $100 million of senior
secured bridge notes of the Issuer subject to and as provided in a Bridge
Commitment Letter dated November 26, 1996 (a copy of which is attached hereto
as Exhibit 7).

Item 4. Purpose of Transaction.

On November 27, 1996, Childs, Acquiror Parent and Acquiror entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger (the "Merger") of Acquiror with and into Issuer, whereupon the separate
existence of Acquiror will cease and the Issuer will continue as the surviving
corporation.

At the effective time of the Merger ("the Effective Time"), each
share of Issuer Common Stock issued and outstanding immediately prior to the
Effective Time (other than (i) shares of Issuer Common Stock held by Childs,
Acquiror Parent, Acquiror or any of their wholly owned subsidiaries and shares
of Issuer Common Stock held in the treasury of the Issuer or by any of its
wholly owned subsidiaries or (ii) shares of Issuer Common Stock subject to
dissenters' rights) will be converted into the right to receive $14.25
(the "Merger Price"), in cash.

<PAGE>
In addition, at the Effective Time, each option security of the
Issuer ("Issuer Option Securities") issued and outstanding immediately prior to
the Effective Time (other than Issuer Option Securities held by Childs or any
of its wholly owned subsidiaries or held in the treasury of the Issuer or by
any of its wholly owned subsidiaries) will, (i) in the case of Issuer Option
Securities with a per share exercise price that is less than the Merger Price,
be converted into the right to receive, upon the surrender of the instrument
evidencing such Issuer Option Security, a cash payment equal to the product of
(A) the number of shares of Issuer Common Stock subject to such Issuer Option
Security and (B) the excess, if any, of the Merger Price over the per share
exercise price of the Issuer Option Security, and each Issuer Option Security
so converted will, upon such payment, be canceled, and, (ii) in the case of all
other Issuer Option Securities, shall be canceled without payment of any
consideration therefor and without any conversion thereof.

Because approval of the Issuer's stockholders is required by
applicable law in order to consummate the Merger, the Issuer will submit the
Merger to its stockholders for approval. If consummated, the Merger will
result in the acquisition of the Issuer by Childs and its affiliates. The
Reporting Persons intend to vote any shares of Issuer Common Stock acquired by
them in favor of the Merger and in favor of any other transactions contemplated
by the Merger Agreement.

The obligations of the parties to the Merger Agreement to effect the
merger are subject to certain conditions, and prior to the Effective Time,
Childs, Acquiror Parent, Acquiror or the Issuer may terminate the Merger
Agreement under certain circumstances, in each case as set forth in the Merger
Agreement.

As an inducement for Childs to enter into the Merger Agreement, and
concurrently with the execution and delivery of the Merger Agreement, Acquiror,
Childs and Mezzanine Lending Associates I, L.P., Mezzanine Lending Associates
II, L.P., Mezzanine Lending Associates III, L.P., Senior Lending Associates I,
L.P., and BCC Industrial Services, Inc. (collectively, the "Securityholders"),
who together are the record and/or beneficial owners of 5,783,515 shares of
Issuer Common Stock (the "Remaining Butler Shares") and a warrant to purchase
230,523 shares of Issuer Common Stock (the "Warrant" and together with the
Remaining Butler Shares, the "Butler Securities"), have entered into a
Securities Purchase Agreement dated as of November 27, 1996 (the "Securities
Purchase Agreement").

Pursuant to the Securities Purchase Agreement, the Securityholders,
as of the date of the Securities Purchase Agreement, have sold, assigned,
transferred and delivered to Acquiror 1,048,214 shares of Issuer Common Stock
(the "Initial Butler Shares") at a price of $14.00 per share. As a result of
the acquisition of the Initial Butler Shares, Childs and its affiliates own
9.9% of the shares of Issuer Common Stock issued and outstanding as of October
27, 1995.

In addition, pursuant to the Securities Purchase Agreement, the
Securityholders have further agreed, subject to the conditions contained in the
Securities Purchase Agreement, to sell, assign, transfer and deliver to
Acquiror the Remaining Butler Shares and the Warrant at a price of $14.00 per
share for the Remaining Butler Shares and a price for the Warrant equal to the
<PAGE>
product of (x) 230,523 (the number of shares of Issuer Common Stock subject to
such Warrant) and (y) $10.41 (which is the excess of $14.00 over the $3.59 per
share exercise price of the Warrant). If such sale is consummated, Childs and
its affiliates will become controlling stockholders of the Issuer, owning an
additional approximately 55% of the shares of Issuer Common Stock issued and
outstanding as of October 27, 1996.

In addition, each of the Securityholders have agreed pursuant to the
Securities Purchase Agreement, to vote, and have appointed Childs as their
irrevocable proxy to vote, all the shares of Issuer Common Stock then owned by
such Securityholder, in favor of the Merger and of certain related agreements
and actions and against certain other enumerated actions or agreements
(together with the Merger, the "Merger Related Matters"). Subject to the terms
and conditions of the Securities Purchase Agreement, all of the Securityholders
have agreed to refrain from soliciting or responding to certain inquiries or
proposals regarding the Issuer, to restrictions upon the transfer of the Butler
Securities, to waive any rights of appraisal available in the Merger and to
take or refrain from taking certain other actions.

If the Merger is completed as planned, (i) the directors of Acquiror
immediately prior to the Effective Time shall be the initial directors of the
surviving corporation, each to hold office in accordance with the certificate
of incorporation and by-laws of the surviving corporation until the election
and qualification of their successors or the earlier of their resignation or
removal, and (ii) the officers of the Issuer immediately prior to the Effective
Time shall be the initial officers of the surviving corporation, in each case
until the election and qualification of their respective successors, or as
otherwise provided in the by-laws of the surviving corporation.

At the Effective Time, (i) the certificate of incorporation of
Acquiror, as in effect immediately prior to the Effective Time, shall be the
certificate of incorporation of the surviving corporation until amended in
accordance with the terms thereof and the Delaware General Corporation Law
("DGCL") and (ii) the by-laws of Acquiror, as in effect immediately prior to
the Effective Time, shall be the by-laws of the surviving corporation until
amended in accordance with the terms thereof, the certificate of incorporation
of the surviving corporation and the DGCL. The authorized capital stock of
Acquiror consists of 100 shares of common stock, par value $.01 per share, all
of which are owned by Acquiror Parent.

Pursuant to the Merger Agreement, if requested in writing by
Acquiror, following the closing of the sale of the Butler Securities, and from
time to time thereafter, Acquiror shall be entitled to designate up to such
number of directors, rounded up to the next whole number, on the board of
directors of the Issuer as shall give Acquiror representation on the board of
directors of Issuer proportionate to the ownership of Issuer Common Stock by
Acquiror and its affiliates.

If the Merger is completed as planned, Childs expects to cause the
Issuer to (i) seek to have the shares of Issuer Common Stock cease to be
authorized to be listed on the NASDAQ National Market System and (ii) if in
conformity with applicable law and regulation, to have the shares of Issuer
Common Stock deregistered under the Securities Exchange Act of 1934, as
amended.

<PAGE>
Concurrently with the entering into of the Merger Agreement and the
Securities Purchase Agreement, Acquiror entered into letter agreements with
each of James T. McKitrick and G. Dean Longnecker (the "Management Letter
Agreements"), dated as of November 27, 1996. Pursuant to the terms and
conditions contained in the Management Letter Agreements, (i) Mr. McKitrick has
agreed, among other things, to sell to Acquiror for $14.00 per share, 81,810
shares of Issuer Common Stock (the "McKitrick Shares") upon the exercise of
Issuer Option Securities held by Mr. McKitrick and (ii) Mr. Longnecker has
agreed, among other things, to sell to Acquiror for $14.00 per share, 64,489
shares of Issuer Common Stock (the "Longnecker Shares, and together with the
McKitrick Shares, the "Management Securities"). Pursuant to the Management
Letter Agreements, the sales of the Management Securities shall occur on the
later to occur of January 2, 1997 and the closing of the sale of the Butler
Securities.

The preceding summary of certain provisions of the Merger Agreement,
the Securities Purchase Agreement and the Management Letter Agreements is not
intended to be complete and is qualified in its entirety by reference to the
full text of such agreements, copies of which are filed as Exhibits hereto, and
which are incorporated herein by reference.

Other than as described above, none of the Reporting Persons has any
plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although
subject to the provisions of the Merger Agreement it reserves the right to
develop such plans).

Item 5. Interest in Securities of the Issuer.

(a) and (b) Prior to November 27, 1996, Acquiror owned no shares of
Issuer Common Stock. As of November 27, 1996, upon the effectiveness of the
Securities Purchase Agreement, Acquiror owned 1,048,214 shares of Issuer
Common Stock, constituting approximately 9.9% of the shares of Issuer Common
Stock issued and outstanding as of October 27, 1996. Acquiror has sole power
to vote or direct the vote with respect to the Initial Butler Shares and sole
power to dispose or to direct the disposition of the Initial Butler Shares.

In addition, as of November 27, 1996, under the definition of
"beneficial ownership" as set forth in Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended, Acquiror may be deemed to beneficially own
(a) the Butler Securities pursuant to the terms of the Securities Purchase
Agreement, constituting an additional approximately 55% of the outstanding
shares of Issuer Common Stock (based on the number of shares of Common Stock
represented by the Issuer in the Merger Agreement to be outstanding as of
November 27, 1996) assuming, for purposes of calculating the foregoing
percentage regarding the Issuer Common Stock, that the Warrant had been
exercised in full and (b) the Management Securities pursuant to the terms of
the Management Letter Agreements, constituting an additional approximately 1.3%
of the issued and outstanding shares of Issuer Common Stock as of October 27,
1996 (assuming, for purposes of calculating the foregoing percentage regarding
the Issuer Common Stock, that the Issuer Option Securities representing the
McKitrick Shares had been exercised in full). Until the sale of the Butler
Securities is consummated pursuant to the Securities Purchase Agreement,
Acquiror has no power to cause the Warrant to be exercised.

<PAGE>
Acquiror is a wholly owned subsidiary of Acquiror Parent and
therefore Acquiror Parent has the power to direct the voting of and disposition
of any shares of Issuer Common Stock owned or deemed to be beneficially owned
by Acquiror. As a result, Acquiror Parent may be deemed to beneficially own
any shares of Issuer Common Stock owned or deemed to be owned by Acquiror.
Acquiror Parent is a direct subsidiary of JWC Funding and therefore JWC Funding
has the power to direct the voting of and disposition of any shares of Issuer
Common Stock owned or deemed to be beneficially owned by Acquiror Parent. As a
result, JWC Funding may be deemed to beneficially own any shares of Issuer
Common Stock owned or deemed to be owned by Acquiror or Acquiror Parent. JWC
Funding is a direct wholly owned subsidiary of Childs. Therefore, by the
action of its sole general partner, JWC Advisors, Childs has the power to
direct the voting of and disposition of any shares of Issuer Common Stock owned
or deemed to be beneficially owned by Acquiror. As a result, Childs may be
deemed to beneficially own any shares of Issuer Common Stock owned or deemed to
be owned by Acquiror, Acquiror Parent or JWC Funding. JWC Advisors is the sole
general partner of Childs. Associates L.P. is the sole general partner of JWC
Advisors. Associates Inc. is the sole general partner of Associates L.P.
Therefore, JWC Advisors, Associates L.P. and Associates Inc. have the power to
direct the voting and disposition of any shares of Issuer Common Stock owned or
deemed to be beneficially owned by Childs. As a result, JWC Advisors,
Associates L.P. and Associates Inc. may be deemed to beneficially own any
shares of Issuer Common Stock owned or deemed to be beneficially owned by
Childs.

Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Butler Securities or the Management Securities for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.

(c) Except as set forth in this Item 5, to the best knowledge of
each of the Reporting Persons, none of the Reporting Persons and no other
person described in Item 2 hereof has beneficial ownership of, or has engaged
in any transaction during the past 60 days in, any shares of Issuer Common
Stock.

(d) Acquiror or its designee, if any, would have the sole right to
receive dividends from, or, subject to the terms and provisions of the
Securities Purchase Agreement, the proceeds from the sale of, all shares of
Issuer Common Stock it has acquired or may acquire under the Securities
Purchase Agreement and the Management Letter Agreements.

(e) Not applicable.

Item 6. Contracts, Arrangements or Understandings
with Respect to Securities of the Issuer.

Except as set forth in this Statement, to the best knowledge of the
Reporting Persons, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power over the securities of the Issuer.
<PAGE>
Item 7. Material to be Filed as Exhibits.

1. Joint Filing Agreement, dated December 6, 1996, among Acquiror,
Acquiror Parent, JWC Funding, Childs, JWC Advisors and Associates
Inc. relating to the filing of a joint statement on Schedule 13D.

2. Agreement and Plan of Merger dated as of November 27, 1996 by and
among Childs, Acquiror Parent, Acquiror and Issuer.

3. Securities Purchase Agreement, dated as of November 27, 1996, among
Mezzanine Lending Associates I, L.P., Mezzanine Lending Associates
II, L.P., Mezzanine Lending Associates III, L.P., Senior Lending
Associates I, L.P., BCC Industrial Services, Acquiror, Childs and
Issuer.

4. Letter Agreement, dated as of November 27, 1996, between Acquiror and
Mr. James T. McKitrick.

5. Letter Agreement, dated as of November 27, 1996, between Acquiror and
Mr. G. Dean Longnecker.

6. Commitment Letter, dated as of November 26, 1996, among NationsBank,
N.A., NationsBanc Capital Markets, Inc., Childs, Acquiror and
Acquiror Parent.

7. Commitment Letter, dated as of November 26, 1996, among
NationsBridge, L.L.C., Childs, Acquiror and Acquiror Parent.
<PAGE>
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify

that the information set forth in this Statement is true, complete and correct.

JWC ACQUISITION I, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

JWC HOLDINGS I, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

JWC EQUITY FUNDING, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

J.W. CHILDS EQUITY PARTNERS, L.P.

By: J.W. CHILDS ADVISORS, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

J.W. CHILDS ADVISORS, L.P.,

By: J.W. CHILDS ASSOCIATES, L.P.,

its general partner

<PAGE>
By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

J.W. CHILDS ASSOCIATES, L.P.,

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

J.W. CHILDS ASSOCIATES, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President and Treasurer

DATED: December 6, 1996<PAGE>
SCHEDULE A

<TABLE>
<CAPTION>
JWC ACQUISITION I, INC.

Executive Officers and Directors:

Business Principal
Name Address Occupation Office Citizenship
<C> <C> <C> <C> <C>

Steven G. One Federal Street, Employee of J.W. Childs President, Secretary and U.S.
Segal Boston, MA 02110 Equity Partners, L.P., a Director
private investment firm
("Childs")

Adam L. One Federal Street, Employee, Childs Vice President and U.S.
Suttin Boston, MA 02110 Treasurer

</TABLE>
<TABLE>
<CAPTION>
JWC HOLDINGS I, INC.

Executive Officers and Directors:

Business Principal
Name Address Occupation Office Citizenship

<C> <C> <C> <C> <C>
Steven G. One Federal Street, Employee, Childs President, Secretary and U.S.
Segal Boston, MA 02110 Director

Adam L. Suttin One Federal Street, Employee, Childs Vice President and U.S.
Boston, MA 02110 Treasurer

</TABLE>
<TABLE>
<CAPTION>
JWC EQUITY FUNDING, INC.

Executive Officers and Directors:

Business Principal
Name Address Occupation Office Citizenship
<C> <C> <C> <C> <C>

Steven G. One Federal Street, Employee, Childs President, Secretary and U.S.
Segal Boston, MA 02110 Director

Adam L. One Federal Street, Employee, Childs Vice President and U.S.
Suttin Boston, MA 02110 Treasurer
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
J.W. CHILDS ASSOCIATES, INC.

Executive Officers and Directors:

Business Principal
Name Address Occupation Office Citizenship

<C> <C> <C> <C> <C>
John W. Childs One Federal Street, President, Childs President and Treasurer U.S.
Boston, MA 02110

Steven G. One Federal Street, Employee, Childs Vice President and U.S.
Segal Boston, MA 02110 Secretary

Adam L. One Federal Street, Employee, Childs Vice President U.S.
Suttin Boston, MA 02110

Glenn A. One Federal Street, Employee, Childs Vice President U.S.
Hopkins Boston, MA 02110
</TABLE>
<PAGE>
INDEX TO EXHIBITS

Exhibit Number Description of Exhibits

1. Joint Filing Agreement, dated December 6, 1996, among Acquiror,
Acquiror Parent, JWC Funding, Childs, JWC Advisors and
Associates Inc. relating to the filing of a joint statement on
Schedule 13D.

2. Agreement and Plan of Merger dated as of November 27, 1996 by
and among Childs, Acquiror Parent, Acquiror and Issuer.

3. Securities Purchase Agreement, dated as of November 27, 1996,
among Mezzanine Lending Associates I, L.P., Mezzanine Lending
Associates II, L.P., Mezzanine Lending Associates III, L.P.,
Senior Lending Associates I, L.P., BCC Industrial Services,
Acquiror, Childs and Issuer.

4. Letter Agreement, dated as of November 27, 1996, between
Acquiror and Mr. James T. McKitrick.

5. Letter Agreement, dated as of November 27, 1996, between
Acquiror and Mr. G. Dean Longnecker.

6. Commitment Letter, dated as of November 26, 1996, among
NationsBank, N.A., NationsBanc Capital Markets, Inc., Childs,
Acquiror and Acquiror Parent.

7. Commitment Letter, dated as of November 26, 1996, among
NationsBridge, L.L.C., Childs, Acquiror and Acquiror Parent.
<PAGE>

EXHIBIT 1

JOINT FILING AGREEMENT

We, the signatories of the statement on Schedule 13D to which this

Agreement is attached, hereby agree that such statement is, and any amendments

thereto filed by any of us will be, filed on behalf of each of us.

JWC ACQUISITION I

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

JWC HOLDINGS I, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

JWC EQUITY FUNDING, INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

J.W. CHILDS EQUITY PARTNERS, L.P.

By: J.W. CHILDS ADVISORS, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
<PAGE>
J.W. CHILDS ADVISORS, L.P.,

By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

J.W. CHILDS ASSOCIATES, L.P.,

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

J.W. CHILDS ASSOCIATES INC.

By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President

Dated: December 6, 1996

Exhibit 2
---------
Execution Copy

AGREEMENT AND PLAN OF MERGER

By and Among

Central Tractor Farm & Country, Inc.
("Company"),

J.W. Childs Equity Partners, L.P.
("Childs"),

JWC Holdings I, Inc.
("Acquiror Parent")

and

JWC Acquisition I, Inc.
("Acquiror")

November 27, 1996
<PAGE>
TABLE OF CONTENTS

SECTION 1. THE MERGER AND RELATED MATTERS. . . . . . . . . . . . . . . 5
1.1 The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.3 Certificate of Incorporation; By-Laws; Directors and Officers . . 5
1.4 Conversion of Shares. . . . . . . . . . . . . . . . . . . . . . 6
1.5 Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 2. REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF COMPANY. . . . . . . . . . . . . . . . . . . 9
2.1 Organization and Business; Power and Authority; Effect of
Transaction. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.2 Filings with the Commission; Financial Statements. . . . . . . . 10
2.3 Absence of Certain Changes or Events. . . . . . . . . . . . . . 11
2.4 No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . 11
2.5 Employee Benefit Plans, Employment Agreements . . . . . . . . . 11
2.6 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.7 Title to Properties; Leases. . . . . . . . . . . . . . . . . . . 12
2.8 Compliance with Contractual Obligations and Private
Authorizations. . . . . . . . . . . . . . . . . . . . . . . . . 13
2.9 Compliance with Governmental Authorizations and Applicable Law. 13
2.10 Intellectual Property. . . . . . . . . . . . . . . . . . . . . . 14
2.11 Interested Party Transactions. . . . . . . . . . . . . . . . . . 14
2.12 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.14 Absence of Sensitive Payments. . . . . . . . . . . . . . . . . . 15
2.15 Inapplicability of Specified Statutes. . . . . . . . . . . . . . 15
2.16 Material Agreements. . . . . . . . . . . . . . . . . . . . . . . 15
2.17 Ordinary Course of Business. . . . . . . . . . . . . . . . . . . 16
2.18 Broker or Finder. . . . . . . . . . . . . . . . . . . . . . . . 17
2.19 Environmental Matters. . . . . . . . . . . . . . . . . . . . . 17
2.20 Certain State Statutes Inapplicable. . . . . . . . . . . . . . . 17
2.21 Information Supplied . . . . . . . . . . . . . . . . . . . . . . 18
2.22 Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . 18
2.23 Voting Agreements and Noncompetition Agreements . . . . . . . . . 18
2.24 Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.25 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.26 Board Recommendation. . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3. REPRESENTATIONS AND WARRANTIES OF CHILDS,
ACQUIROR PARENT AND ACQUIROR. . . . . . . . . . . . . . . 19
3.1 Organization and Business; Power and Authority; Effect of
Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Adverse Restrictions . . . . . . . . . . . . . . . . . . . . . . 20
3.3 Information Supplied . . . . . . . . . . . . . . . . . . . . . . 20
3.4 Broker or Finder . . . . . . . . . . . . . . . . . . . . . . . . 21
3.5 Financing of the Merger and the Second Disposition . . . . . . . 21

SECTION 4. COVENANTS OF COMPANY AND CHILDS. . . . . . . . . . . . . . 21
4.1 Access to Information. . . . . . . . . . . . . . . . . . . . . . 21
4.2 Agreement to Cooperate. . . . . . . . . . . . . . . . . . . . . 21
4.3 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.4 Public Announcements. . . . . . . . . . . . . . . . . . . . . . 23
4.5 Stockholders' Approval. . . . . . . . . . . . . . . . . . . . 23
4.6 Proxy Statement; Schedule 13E-3. . . . . . . . . . . . . . . . 24
4.7 Company Board Representation; Section 14(f) . . . . . . . . . . 24
<PAGE>
4.8 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . 25
4.9 Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4.10 Indemnification and Insurance . . . . . . . . . . . . . . . . . . 26
4.11 Convertible Securities. . . . . . . . . . . . . . .. . . . . . . 27
4.12 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.13 Conduct of Business by Company Pending the Effective Time . . . . 28

SECTION 5. CONDITIONS PRECEDENT TO THE MERGER. . . . . . . . . . . . . 30
5.1 Conditions to Obligation of Each Party to Effect the Merger . . . 30
5.2 Conditions to Obligations of Childs . . . . . . . . . . . . . . . 30
5.3 Conditions to Obligations of Company . . . . . . . . . . . . . . 31

SECTION 6. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 31
6.1 Principles of Construction . . . . . . . . . . . . . . . . . . . 31

SECTION 7. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . 41
7.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . 42

SECTION 8. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . 42
8.1 Effectiveness of Representations and Warranties. . . . . . . . . 42
8.2 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . 42
8.3 Waivers; Amendments. . . . . . . . . . . . . . . . . . . . . . . 42
8.4 Assignment; Successors and Assigns. . . . . . . . . . . . . . . 42
8.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.6 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.7 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.8 Section Headings. . . . . . . . . . . . . . . . . . . . . . . . 44
8.9 Further Acts. . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.10 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 44
8.11 Consent to Jurisdiction and Service. . . . . . . . . . . . . . . 44
8.12 No Presumption. . . . . . . . . . . . . . . . . . . . . . . . . . 44

SCHEDULES AND EXHIBITS

Disclosure Schedule
<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as of November 27, 1996, by and
among Central Tractor Farm & Country, Inc., a Delaware corporation ("Company"),
J.W. Childs Equity Partners, L.P., a Delaware limited partnership ("Childs"),
JWC Holdings I, Inc., a Delaware corporation ("Acquiror Parent") and JWC
Acquisition I, Inc., a Delaware corporation ("Acquiror") (Company and Acquiror
being hereinafter sometimes collectively referred to as the "Constituent
Corporations").

RECITALS

A. The respective Boards of Directors of Company and Acquiror deem the
acquisition of Company by Acquiror on the terms and conditions set forth in
this Agreement and Plan of Merger (this "Agreement") to be desirable and
generally to the welfare and advantage of each, and in the best interests of
the stockholders of each.

B. In furtherance of such acquisition, the Boards of Directors of
Acquiror Parent, Acquiror and Company have each approved this Agreement and the
merger (the "Merger") of Acquiror with and into Company in accordance with the
Delaware General Corporation Law (the "DGCL") and upon the terms and subject to
the conditions set forth herein.

C. The Board of Directors of Company has (i) determined that the
consideration to be paid for each share of Common Stock, par value $.01 per
share, of Company ("Company Common Stock") in the Merger is fair to and in the
best interests of the stockholders of Company, (ii) approved this Agreement and
the Merger and the other transactions contemplated hereby and (iii) resolved
and agreed to recommend approval of the Merger and adoption of this Agreement
by such stockholders.

D. As a condition and inducement to Childs', Acquiror Parent's and
Acquiror's entering into this Agreement and incurring the obligations set forth
herein, concurrently with the execution and delivery of this Agreement, Childs,
Acquiror Parent, and Acquiror are entering into a Securities Purchase Agreement
(the "Securities Purchase Agreement") with certain securityholders of Company
parties thereto (collectively, the "Securityholders"), pursuant to which the
Securityholders have agreed to sell all of their shares of Company Common Stock
to Acquiror pursuant to the terms and subject to the conditions set forth in
the Securities Purchase Agreement.

G. The Board of Directors of Company has approved the transactions
contemplated by this Agreement and the Securities Purchase Agreement in
accordance with the provisions of Section 203 of the DGCL.

H. Certain terms used herein are defined in Section 6 of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other valuable consideration, the receipt and adequacy
whereof are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby represent, warrant, covenant and agree as follows:
<PAGE>
SECTION 1. THE MERGER AND RELATED MATTERS.

1.1 The Merger.

(a) Upon the terms and subject to the conditions set forth in this
Agreement, and in accordance with the DGCL, at the Effective Time, Acquiror
shall be merged with and into Company. At the Effective Time, the separate
corporate existence of Acquiror shall cease, and Company shall continue as the
surviving corporation under the name Central Tractor Farm & Country, Inc. (the
"Surviving Corporation").

(b) Upon the terms and subject to the conditions set forth in Section
5, the Merger shall become effective at the time of filing of a certificate of
merger with the Secretary of State of the State of Delaware in accordance with
the provisions of the DGCL (the "Certificate of Merger"), or at such later time
in accordance with the provisions of the DGCL as is specified in the
Certificate of Merger. Company and Acquiror agree to file the Certificate of
Merger at the time of the Closing. The date and time when the Merger shall
become effective is hereinafter referred to as the "Effective Time."

(c) From and after the Effective Time, the Surviving Corporation
shall possess all the rights, privileges, powers and franchises and be subject
to all of the restrictions, disabilities and duties of Acquiror and Company,
and the Merger shall otherwise have the effects provided for under the DGCL.

1.2 Closing. Unless this Agreement shall have been terminated and the
transactions contemplated hereby abandoned pursuant to Section 7, the closing
of the Merger contemplated by this Agreement (the "Closing") shall take place
at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston,
Massachusetts at 10:00 a.m., local time, on the third (3rd) Business Day after
the date on which the last of the conditions set forth in Section 5 is
fulfilled or waived or at such other time, date or place as Company, Childs and
Acquiror may mutually agree in writing. The date on which the Closing actually
takes place is hereinafter referred to as the "Closing Date".

1.3 Certificate of Incorporation; By-Laws; Directors and Officers.

(a) The Certificate of Incorporation of Acquiror, as in effect
immediately prior to the Effective Time, shall be the Certificate of
Incorporation of the Surviving Corporation until amended in accordance with the
terms thereof and the DGCL.

(b) The By-laws of Acquiror, as in effect immediately prior to the
Effective Time, shall be the By-laws of the Surviving Corporation until amended
in accordance with the terms thereof, the Certificate of Incorporation of the
Surviving Corporation and the DGCL.

(c) The directors of Acquiror immediately prior to the Effective Time
shall be the initial directors of the Surviving Corporation, each to hold
office in accordance with the Certificate of Incorporation and By-laws of the
Surviving Corporation until a successor is elected or appointed and has
qualified or until the earliest of such director's death, resignation, removal
or disqualification, and the officers of Company immediately prior to the
Effective Time shall be the initial officers of the Surviving Corporation, in
each case until their respective successors are duly elected or appointed and
qualified, or as otherwise provided in the By-laws of the Surviving
Corporation.
<PAGE>
1.4 Conversion of Shares. At the Effective Time, by virtue of the Merger
and without any action on the part of Acquiror or Company or their respective
stockholders:

(a) Each share of Company Common Stock, issued and outstanding
immediately prior to the Effective Time (other than Dissenting Shares and
shares held by Childs, Acquiror Parent, Acquiror or any of their wholly owned
Subsidiaries and shares held in the treasury of Company or by any of its wholly
owned Subsidiaries) shall, by virtue of the Merger and without any action on
the part of the holder thereof, be cancelled, extinguished and converted
automatically into the right to receive $14.25 (the "Merger Price"), in cash
payable without interest, to the holder of such share, upon surrender, in the
manner provided in Section 1.5, of the certificate that formerly evidenced such
share, less any required withholding taxes, upon the surrender of the
certificate representing such share.

(b) Prior to the Effective Time, the Board of Directors of Company
(or, if appropriate, any Committee thereof) shall adopt appropriate resolutions
and take all other actions necessary to provide that, except as may be
otherwise agreed in writing between Acquiror and any holder of any Company
Option Securities, each Company Option Security issued and outstanding
immediately prior to the Effective Time (other than Company Option Securities
held by Childs or any of its wholly owned Subsidiaries or held in the treasury
of Company or by any of its wholly owned Subsidiaries) shall, by virtue of the
Merger and without any action on the part of the holder thereof, (i) in the
case of Company Option Securities with a per share exercise price that is less
than the Merger Price, be converted into the right to receive, upon the
surrender of the instrument evidencing such Company Option Security, a cash
payment equal to the product (the "Company Option Security Price") of (A) the
number of shares of Company Common Stock subject to such Company Option
Security and (B) the excess, if any, of the Merger Price over the per share
exercise price of the Company Option Security, and each Company Option Security
so converted will, upon such payment, be canceled, and, (ii) in the case of all
other Company Option Securities, shall be canceled without payment of any
consideration therefor and without any conversion thereof. In no event shall
the holder of any Company Option Security be entitled, from and after the
Effective Time, to acquire securities of the Surviving Corporation or Childs.
Anything herein to the contrary notwithstanding, no interest or dividends shall
accrue or be payable or paid on the Company Option Security Price to any Person
hereunder.

(c) Each share of common stock, par value $0.01 per share, of
Acquiror issued and outstanding immediately prior to the Effective Time shall,
by virtue of the Merger and without any action on the part of the holder
thereof, be converted into one share of common stock, par value $0.01 per
share, of the Surviving Corporation.

(d) Each share of Company Common Stock then held by Childs or any
direct or indirect wholly owned Subsidiary of Childs, or held in the treasury
of Company or by any direct or indirect wholly owned Subsidiary of Company,
shall be canceled without payment of any consideration therefor and without any
conversion thereof.

(e) Notwithstanding anything in this Agreement to the contrary but
only in the circumstances and to the extent provided by the DGCL, shares of
Company Common Stock which are outstanding immediately prior to the Effective
Time and which are held by stockholders who were entitled to and did not vote
<PAGE>
such shares in favor of the Merger or consented thereto in writing and who
shall have properly and timely delivered to Company a written demand for
payment of the fair cash value of shares of Company Common Stock in the manner
provided in and complied with all of the relevant provisions of Section 262 of
the DGCL ("Dissenting Shares") shall not be converted into or represent the
right to receive the Merger Price. Instead, the holders thereof shall be
entitled to payment of the fair cash value of such shares in accordance with
the provisions of Section 262 of the DGCL; provided, however, that (i) if any
holder of Dissenting Shares shall subsequently deliver a written withdrawal of
his demand for payment of the fair cash value of such shares and the Board of
Directors of Company or the Surviving Corporation, as the case may be, shall
consent thereto, or (ii) if any holder fails to establish and perfect his
entitlement to the relief provided in such Section 262 or if the right of such
holder to receive the fair cash value of such shares of Company Common Stock as
to which he seeks relief otherwise terminates pursuant to Section 262 of the
DGCL, such shares shall thereupon cease to be deemed to be Dissenting Shares
and shall be deemed to have been converted into and represent the right to
receive, upon the surrender of the certificate or certificates representing
such shares, as of the Effective Time, the Merger Price. Company will not
settle any demand with respect to any Dissenting Shares without the consent of
Childs and Acquiror.

1.5 Payment. (a) Pursuant to an agreement reasonably satisfactory to
Company, Childs and Acquiror (the "Disbursing Agent Agreement") to be entered
into before the Closing Date among Childs, Acquiror and a disbursing agent to
be selected by Acquiror and reasonably satisfactory to Company (the "Disbursing
Agent"), at or immediately following the Effective Time, Childs shall deposit
or cause to be deposited in trust for the benefit of Company's stockholders
cash to which holders of Company Common Stock and holders of the Company Option
Securities shall be entitled at the Effective Time pursuant to the provisions
of Section 1.4. The Disbursing Agent shall invest the cash deposited with it in
such manner as the Surviving Corporation directs; provided, however, that
substantially all of such investments shall be in obligations of or guaranteed
by the United States of America, in commercial paper obligations receiving the
highest rating from either Moody's Investors Service, Inc. or Standard & Poor's
Corporation, or in certificates of deposit, bank repurchase agreements or
bankers' acceptances of commercial banks with capital exceeding $1,000,000,000
(collectively, "Permitted Investments") or in money market funds which are
invested solely in Permitted Investments; provided further, however, that the
maturities of Permitted Investments shall be such as to permit the Disbursing
Agent to make prompt payment of the Merger Price. Any net profit from, or
interest or income produced by, Permitted Investments shall be payable to the
Surviving Corporation as and when requested by the Surviving Corporation. The
Surviving Corporation shall be required to replace any funds lost as a result
of any investment. Any funds remaining unclaimed following the expiration of
the sixth (6th) month after the Effective Time shall be released and repaid or
redelivered by the Disbursing Agent to the Surviving Corporation upon demand,
after which time Persons entitled thereto may look, subject to applicable
escheat and other similar laws, only to the Surviving Corporation, which shall
remain responsible for payment thereof. Notwithstanding the foregoing, neither
the Surviving Corporation or the Disbursing Agent shall be liable to any holder
of a share of Company Common Stock for any Merger Price delivered in respect of
such share to a public official pursuant to any property, escheat or similar
law.

(b) As soon as practicable after the Effective Time, the Disbursing
Agent shall send a notice and transmittal form to each holder of a certificate
<PAGE>
or certificates theretofore evidencing shares of Company Common Stock, other
than certificates representing Dissenting Shares (such certificates, other than
those representing shares to be canceled pursuant to Section 1.4(d) and
Dissenting Shares, are collectively referred to herein as the "Certificates"),
advising such holder of the effectiveness of the Merger and the procedure for
surrendering to the Disbursing Agent such Certificate for payment of the Merger
Price. Upon the surrender of a Certificate to the Disbursing Agent together
with and in accordance with such transmittal form, the holder thereof shall be
entitled to receive in exchange therefor the Merger Price payable in respect of
each share of Company Common Stock represented thereby. Upon such surrender,
the Disbursing Agent will promptly pay the Merger Price. Except as otherwise
provided in Section 1.4, until so surrendered, each such Certificate shall be
deemed for all purposes to evidence only the right to receive the Merger Price.

(c) If the Merger Price (or any portion thereof) is to be paid to a
Person other than the Person in whose name the Certificate surrendered in
exchange therefor is registered, it shall be a condition to the payment of the
Merger Price that the Certificate so surrendered shall be properly endorsed or
accompanied by appropriate stock powers and otherwise be in proper form for
transfer, that such transfer otherwise be proper and that the Person requesting
such transfer pay to the Disbursing Agent any transfer or other taxes payable
by reason of the foregoing or establish to the satisfaction of the Disbursing
Agent that such taxes have been paid or are not required to be paid.

(d) In the event any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming
such Certificate to be lost, stolen or destroyed and subject to such other
conditions as the Board of Directors of the Surviving Corporation may impose,
the Surviving Corporation shall issue in exchange for such lost, stolen or
destroyed Certificate the Merger Price deliverable in respect thereof as
determined in accordance with Section 1.4. When authorizing such issue of the
Merger Price in exchange therefor, the Board of Directors of the Surviving
Corporation may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed Certificate to
give the Surviving Corporation a bond or other surety in such sum as it may
reasonably direct as indemnity against any claim that may be made against the
Surviving Corporation with respect to the Certificate alleged to have been
lost, stolen or destroyed.

(e) Anything herein to the contrary notwithstanding, no interest or
dividends shall accrue or be payable or paid on any portion of the Merger Price
payable to any Person hereunder.

(f) At and after the Effective Time, each holder of a Certificate or
of a certificate representing shares of Company Common Stock to be canceled
pursuant to Section 1.4(d) or of Dissenting Shares shall cease to have any
rights as a stockholder of Company, except, in the case of the holder of a
Certificate for the right to surrender Certificates in the manner prescribed by
Section 1.5(b) in exchange for payment of the Merger Price or, in the case of
the holder of Dissenting Shares, the right to perfect the right to receive
payment for Dissenting Shares pursuant to Section 262 of the DGCL. No transfer
of Company Common Stock shall be made on the stock transfer books of the
Surviving Corporation at or after the Effective Time.

(g) The Disbursing Agent Agreement shall also contain provisions of a
nature similar to those set forth in this Section with respect to payment of
<PAGE>
the Company Option Security Price required to be made with respect to Company
Option Securities as provided for in Section 1.4(b).

SECTION 2. REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS OF COMPANY.

Company represents, warrants, covenants and agrees that:

2.1 Organization and Business; Power and Authority; Effect of
Transaction.

(a) Company (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, (ii) has all
requisite corporate power and authority to own or hold under lease its
properties and to conduct its business as now conducted and as presently
proposed to be conducted, and is in possession of all material Governmental
Authorizations and Private Authorizations to the extent required for such
ownership and lease of its property and conduct of its business and (iii) has
duly qualified and is authorized to do business and is in good standing as a
foreign corporation in each jurisdiction in which it owns or leases properties,
conducts operations or maintains a stock of goods, except where the failure to
be so qualified would not have a Material Adverse Effect. Complete and correct
copies of the Certificate of Incorporation and By-laws of Company, each as
amended to date, have heretofore been delivered by Company to Acquiror. Such
Certificate of Incorporation and By-laws are in full force and effect.

(b) Company has all requisite corporate power and authority necessary
to enable it to execute and deliver, and to perform its obligations under, and
to consummate the transactions contemplated by, this Agreement and each
Transaction Document executed or to be executed by Company; and the execution,
delivery and performance of this Agreement and each Transaction Document
executed or to be executed by Company have been duly authorized by all
requisite corporate action, other than the Company Stockholder Approval. This
Agreement has been duly executed and delivered by Company and constitutes, and
each Transaction Document when executed and delivered by Company will
constitute, legal, valid and binding obligations of Company and each of the
other parties, if any, thereto which is Affiliated with Company, enforceable in
accordance with their respective terms.

(c) The authorized and outstanding capital stock of Company is as
set forth in Section 2.1 of the Disclosure Schedule. All of such outstanding
capital stock has been duly authorized and validly issued, is fully paid and
nonassessable and is not subject to any preemptive or similar rights. Except as
set forth in Section 2.1 of the Disclosure Schedule, (i) there is neither
outstanding nor has Company or any Subsidiary agreed to grant or issue any
shares of its capital stock or any Option Security or Convertible Security and
(ii) neither Company nor any Subsidiary is a party to or is bound by any
agreement, put or commitment pursuant to which it is obligated to purchase,
redeem or otherwise acquire any shares of capital stock or any Option Security
or Convertible Security. Complete and correct copies of each of the Company
Option Securities and Company Convertible Securities listed on the Disclosure
Schedule, each as amended to date, have heretofore been made available to
Acquiror.

(d) Except as set forth in Section 2.1 of the Disclosure Schedule
and subject to obtaining the Company Stockholder Approval, neither the
<PAGE>
execution and delivery of this Agreement or any Transaction Document, nor the
consummation of the transactions herein or therein contemplated, nor compliance
with the terms, conditions and provisions hereof or thereof by Company or any
of its Subsidiaries:

(i) (A) will conflict with, or result in a breach or violation of, or
constitute a default under, any Applicable Law on the part of Company or
any of its Subsidiaries or (B) will conflict with or result in a breach or
violation of, or constitute a default under, any of the Organic Documents
of Company or any of its Subsidiaries or (C) will conflict with, or result
in a breach or violation of, or constitute a default under, or permit the
acceleration of any obligation or liability under, or but for any
requirement of giving of notice or passage of time or both would
constitute such a conflict with, breach or violation of, or default under,
or permit any such acceleration of, any Contractual Obligation of Company
or any of its Subsidiaries, or

(ii) will result in or permit the creation or imposition of any
Encumbrance upon any property now owned or leased by Company or any such
other party.

(e) Company does not have any Subsidiaries other than those set
forth in Section 2.1 of the Disclosure Schedule, each of which is wholly owned,
is a corporation which is duly organized, validly existing and in good standing
under the laws of the respective state of incorporation set forth opposite its
name on the Disclosure Schedule, and is duly qualified and in good standing as
a foreign corporation in each other jurisdiction in which it owns or leases
properties, conducts operations or maintains a stock of goods, except where the
failure to be so qualified would not have a Material Adverse Effect, with
corporate power and authority to carry on the business in which it is engaged.
Each such Subsidiary is in possession of all Governmental Authorizations and
Private Authorizations required for such ownership and lease of its property
and conduct of its business. Company owns all of the outstanding capital stock
of each such Subsidiary, free and clear of all Encumbrances, and all such stock
has been duly authorized and validly issued and is fully paid and
nonassessable. There are no outstanding Option Securities or Convertible
Securities, or agreements, puts, commitments or understandings with respect to
any of the foregoing, of any nature whatsoever relating to the authorized and
unissued or the outstanding capital stock of any such Subsidiaries. Except as
set forth in Section 2.1 of the Disclosure Schedule, neither Company nor any of
its Subsidiaries owns directly or indirectly any capital stock or equity or
proprietary interest in any other Entity or enterprise, however organized and
however such interest may be denominated or evidenced, or is party to or bound
by any agreements, puts, commitments or understandings pursuant to which it is
obligated to purchase or otherwise acquire any of the foregoing.

2.2 Filings with the Commission; Financial Statements.

(a) Company has filed all forms, reports and documents required to be
filed with the Commission and has made available to Acquiror and Childs (i) its
Annual Report on Form 10-K for the fiscal year ended October 28, 1995, (ii) its
Quarterly Reports on Form 10-Q for the quarters ended January 27, 1996, April
27, 1996 and July 27, 1996, (iii) all other reports or registration statements
filed by Company with the Commission since October 29, 1995, (iv) all proxy
statements relating to Company's meetings of stockholders (whether annual or
special) since October 29, 1995, and (v) all amendments and supplements to all
such reports and registration statements filed by Company with the Commission
<PAGE>
pursuant to the requirements of the Exchange Act ((i)-(v) collectively, the
"Company SEC Reports"). Except as disclosed in Section 2.2 of the Disclosure
Schedule, the Company SEC Reports (i) were prepared in all material respects in
accordance with the requirements of the Securities Act or the Exchange Act, as
the case may be, and (ii) did not at the time they were filed (or if amended or
superseded by a filing prior to the date of this agreement, then on the date of
such filing) contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. None of Company's Subsidiaries is required to file any
forms, reports or other documents with the Commission.

(b) Each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in the Company SEC Reports was
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods involved (except as may be indicated
in the notes thereto), and each fairly presents the consolidated financial
position of Company and its Subsidiaries as at the respective dates thereof and
the consolidated results of its operations and cash flows and stockholder
equity for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be material in amount.

2.3 Absence of Certain Changes or Events. Except as set forth in Section
2.3(a) through Section 2.3(f) of the Company Disclosure Schedule or the Company
SEC Reports, since October 29, 1995, Company has conducted its business in the
ordinary course and there has not occurred: (a) any Material Adverse Effect;
(b) any amendments or changes in the Organic Documents of Company or its
Subsidiaries; (c) any damage to, destruction or loss of any asset of Company or
any of its Subsidiaries (whether or not covered by insurance) that constitutes
a Material Adverse Effect; (d) any change by Company in its accounting methods,
principles or practices except as required by any change in generally accepted
accounting principles; (e) any revaluation by Company of any of its or any of
its Subsidiaries' assets, including, without limitation, writing down the value
of inventory or writing off notes or accounts receivable other than in the
ordinary course of business; or (f) any sale, pledge, disposition of or
encumbrance upon any assets of Company or any of its Subsidiaries (except (i)
sales of assets in the ordinary course of business and in a manner consistent
with past practice, (ii) dispositions of obsolete or worthless assets and (iii)
sales of immaterial assets not in excess of $300,000 in the aggregate.

2.4 No Undisclosed Liabilities. Except as is disclosed in Section 2.4 of
the Disclosure Schedule, neither Company nor any of its Subsidiaries has any
liabilities (absolute, accrued, contingent or otherwise), except liabilities
(a) in the aggregate adequately provided for in Company's audited balance sheet
(including any related notes thereto) for the fiscal year ended October 28,
1995 included in the Company's 1995 Annual Report on Form 10-K (the "1995
Company Balance Sheet"), (b) incurred in the ordinary course of business and
not required under generally accepted accounting principles to be reflected on
the 1995 Company Balance Sheet, (c) incurred since October 28, 1995 in the
ordinary course of business consistent with past practice, or (d) incurred in
connection with this Agreement.

2.5 Employee Benefit Plans, Employment Agreements. Except in each case
as set forth in Section 2.5 of the Disclosure Schedule, (i) there has been no
"prohibited transaction," as such term is defined in Section 406 of ERISA and
Section 4975 of the Code, with respect to any employee pension plans (as
<PAGE>
defined in Section 3(2) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), any material employee welfare plans (as defined in
Section 3(1) of ERISA), or any material bonus, stock option, stock purchase,
incentive, deferred compensation, supplemental retirement, severance and other
similar fringe or employee benefit plans, programs or arrangements
(collectively, the "Company Employee Plans"), which could result in any
liability of Company or any of its Subsidiaries; (ii) all Company Employee
Plans are in compliance in all respects with the requirements prescribed by any
and all Laws (including ERISA and the Code), currently in effect with respect
thereto (including all applicable requirements for notification to participants
or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"),
Internal Revenue Service (the "IRS") or Secretary of the Treasury), and Company
and each of its Subsidiaries have performed all material obligations required
to be performed by them under, are not in any respect in default under or
violation of, and have no knowledge of any material default or violation by any
other party to, any of the Company Employee Plans; (iii) each Company Employee
Plan intended to qualify under Section 401(a) of the Code and each trust
intended to qualify under Section 501(a) of the Code is the subject of a
favorable determination letter from the IRS, and nothing has occurred which may
reasonably be expected to impair such determination; (iv) all contributions
required to be made to any Company Employee Plan pursuant to Section 412 of the
Code, or the terms of the Company Employee Plan or any collective bargaining
agreement, have been made on or before their due dates; (v) with respect to
each Company Employee Plan, no "reportable event" within the meaning of section
4043 of ERISA (excluding any such event for which the 30-day notice requirement
has been waived under the regulations to Section 4043 of ERISA) nor any event
described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no
withdrawal (including a partial withdrawal) has occurred with respect to any
multiemployer plan within the meaning set forth in Section 3(37) of ERISA that
has resulted in, or could reasonably be expected to result in, any withdrawal
liability for Company or any of its Subsidiaries; and (vii) neither Company nor
any of its Subsidiaries has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA (other than liability for premium payments to
the PBGC, and contributions not in default to the respective plans, arising in
the ordinary course).

2.6 Labor Matters. Except as set forth in Section 2.6 of the Disclosure
Schedule: (i) there are no claims or proceedings pending or, to the knowledge
of Company or any of its Subsidiaries, threatened, between Company or any of
its Subsidiaries and any of their respective employees; (ii) neither Company
nor any of its Subsidiaries is a party to any collective bargaining agreement
or other labor union contract applicable to persons employed by Company or its
Subsidiaries, nor does Company or any of its subsidiaries know of any
activities or proceedings of any labor union to organize any such employees;
and (iii) neither Company nor any of its Subsidiaries has any knowledge of any
strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with
respect to any employees of Company or any of its Subsidiaries.

2.7 Title to Properties; Leases. Company and each of its Subsidiaries has
good and defensible title to all real property, if any, reflected as an asset
on the most recent balance sheet forming part of the financial statements, or
used by Company or any of its Subsidiaries in its business if not so reflected,
and good indefeasible and merchantable title to all other assets, tangible and
intangible, reflected on such balance sheet, or used by Company or any of its
Subsidiaries in its business if not so reflected, or purported to have been
acquired by Company or any of its Subsidiaries since such date (other than
inventory sold, or property, plant and other equipment used up or retired,
<PAGE>
since such date, in each case in the ordinary course of business consistent
with past practice of Company and its Subsidiaries), free and clear of all
Encumbrances except for Permitted Encumbrances. Except for financing statements
evidencing Encumbrances referred to in the preceding sentence, no financing
statements under the Uniform Commercial Code and no other filing which names
Company or any of its Subsidiaries as debtor or which covers or purports to
cover any of the property of Company or any of its Subsidiaries is on file in
any state or other jurisdiction, and neither Company nor any Subsidiary has
signed or agreed to sign any such financing statement or filing or any security
agreement authorizing any secured party thereunder to file any such financing
statement or filing. Each Lease or other occupancy or other agreement under
which Company or any of its Subsidiaries holds real or personal property has
been duly authorized, executed and delivered by either the Company or the
Subsidiaries which are parties thereto and is a legal, valid and binding
obligation of each of them, enforceable in accordance with its terms. Company
and each of its Subsidiaries has a valid leasehold interest in and enjoys
peaceful and undisturbed possession under all Leases pursuant to which it holds
any real property or tangible personal property. All of such Leases are valid
and subsisting and in full force and effect; and neither Company nor any of its
Subsidiaries nor, to Company's knowledge, any other party thereto, is in
default in the performance, observance or fulfillment of any material
obligation, covenant or condition contained in any such Lease. Neither Company
nor any of its Subsidiaries owns any real property. Section 2.7 of the
Disclosure Schedule lists all material real estate leased by Company or any of
its Subsidiaries and all material Leases. None of the fixed assets and
machinery and equipment is subject to contracts of sale, and none is held by
Company or any of its Subsidiaries as lessee or as conditional sales vendee
under any Lease or conditional sales contract and none is subject to any title
retention agreement, except as set forth in Section 2.7 of the Disclosure
Schedule. The real property (other than land), fixtures, fixed assets and
machinery and equipment are in a state of good repair and maintenance and are
in good operating condition.

2.8 Compliance with Contractual Obligations and Private Authorizations.
Section 2.8 of the Disclosure Schedule sets forth a true, accurate and complete
list and description of each Private Authorization and each Contractual
Obligation which individually is material to Company and its Subsidiaries taken
as a whole, all of which are in full force and effect. Each of Company and its
Subsidiaries has obtained all Private Authorizations which are necessary for
the ownership by it of its properties and the conduct of its business as now
conducted or as presently proposed to be conducted, or which, if not obtained
and maintained, would, singly or in the aggregate, have a Material Adverse
Effect. Neither Company nor any Subsidiary is in breach or violation of, or is
in default in the performance, observance or fulfillment of, any Contractual
Obligation or Private Authorization, and no Event exists or has occurred, which
constitutes, or but for any requirement of giving of notice or passage of time
or both would constitute, such a breach, violation or default, under any
Contractual Obligation or Private Authorization, except for such defaults,
breaches or violations, as do not and will not have in the aggregate a Material
Adverse Effect. No Private Authorization is the subject of any pending or, to
Company's knowledge, threatened repudiation, revocation or termination.

2.9 Compliance with Governmental Authorizations and Applicable Law.
Section 2.9 of the Disclosure Schedule contains a brief description of all
Legal Actions which are pending or in which Company or any of its Subsidiaries
or any of its business, operations or properties, or any of its officers or
directors in connection therewith, is, engaged, or which involves the business,
<PAGE>
operations or properties of Company or any of its Subsidiaries, or, to
Company's knowledge, which is threatened against Company or any of its
Subsidiaries or any of their business, operations or properties, or any of
their officers or directors in connection therewith.

2.10 Intellectual Property. Each of Company and its Subsidiaries is the
sole and exclusive owner of the material trademarks, trade names, service marks
and copyrights constituting a part of the Intellectual Property, the holder of
the full record title to the trademark registrations and the sole owner of the
inventions covered by the patents and patent applications constituting a part
of the Intellectual Property. Each of Company and its Subsidiaries has the
legally defensible right to use such trademarks, trade names, service marks,
patents and copyrights and, except as set forth in Section 2.10 of the
Disclosure Schedule, all the aforesaid are free and clear of all Encumbrances
other than Permitted Encumbrances. There are no claims of any Person pertaining
to such trademarks, trade names, service marks, patents and copyrights, no
Legal Actions are pending or, to the knowledge of Company, threatened which
challenge any of Company's or its Subsidiaries' respective rights in respect to
any of its Intangible Assets, and none of its Intangible Assets infringes upon
or otherwise violates the rights of any other Person or, to the knowledge of
Company, is being infringed or violated by any other Person, except in each
case for any infringement or violation which could not have a Material Adverse
Effect.

2.11 Interested Party Transactions. Except as set forth in Section 2.11 of
the Disclosure Schedule, since the date of Company's proxy statement dated
February 15, 1996, no event has occurred that would be required to be reported
as a Certain Relationship or Related Transaction, pursuant to Item 404 of
Regulation S-K promulgated by the Commission.

2.12 Insurance. Company maintains fire and casualty, general liability,
business interruption, product liability, professional liability and sprinkler
and water damage insurance policies with reputable insurance carriers, which
provide full and adequate coverage for all normal risks incident to the
business of Company and its Subsidiaries and their respective properties and
assets and are in character and amount similar to that carried by entities
engaged in similar business and subject to the same or similar perils or
hazards.

2.13 Taxes

(a) Other than as disclosed in Section 2.13 of the Disclosure Schedule,
(i) Company and its Subsidiaries have filed all United States federal income
Tax Returns and all other Tax Returns required to be filed by them, (ii)
Company and its Subsidiaries have paid and discharged all Taxes due in
connection with or with respect to the periods or transactions covered by such
Tax Returns and have paid all other Taxes as are due, except such as are being
contested in good faith by appropriate proceedings (to the extent that any such
proceedings are required) and with respect to which Company is maintaining
adequate reserves, (iii) there are no other material Taxes that would be due if
asserted by a taxing authority, except with respect to which Company is
maintaining reserves to the extent currently required, Except as does not
involve or would not result in any material liability to Company or any of its
Subsidiaries (i) there are no tax liens on any assets of Company or any
Subsidiary thereof; and (ii) neither Company nor any of its Subsidiaries has
granted any waiver of any statute of limitations with respect to, or any
extension of a period for the assessment of, any Tax. The accruals and
<PAGE>
reserves for Taxes (including deferred taxes) reflected in the balance sheet of
Company as at July 27, 1996 included in Company's Quarterly Report on Form 10-Q
for the quarter ended July 27, 1996 are in all material respects adequate to
cover all Taxes required to be accrued through the date thereof (including
interest and penalties, if any, thereon and Taxes being contested) in
accordance with generally accepted accounting principles applied on a
consistent basis with the 1995 Company Balance Sheet, and the accrual and
reserves for Taxes (including deferred taxes) reflected in the books and
records of Company as at the last day of Company's most recently completed
fiscal month end are in all material respects adequate to cover all Taxes
required to be accrued through such date (including interest and penalties, if
any, thereon and Taxes being contested) in accordance with generally accepted
accounting principles applied on a consistent basis with the 1995 Company
Balance Sheet.

(b) Company is not, and has not been, a United States real property
holding corporation (as defined in Section 897(c)(2) of the Code) during the
applicable period specified in Section 897(c)(1)(A)(ii) of the Code. To the
knowledge of Company, neither Company nor any of its Subsidiaries owns any
property of a character, the indirect transfer of which, pursuant to this
agreement, would give rise to any material documentary, stamp or other transfer
tax.

2.14 Absence of Sensitive Payments. Neither Company nor any of its
Subsidiaries (a) made any contributions, payments or gifts to or for the
private use of any governmental official, employee or agent where either the
payment or the purpose of such contribution, payment or gift is illegal under
any Applicable Law, (b) established or maintained any unrecorded fund or asset
for any purpose or made any false or artificial entries on its books, or (c)
made any payments to any Person with the intention or understanding that any
part of such payment was to be used for any purpose other than that described
in the documents supporting the payment.

2.15 Inapplicability of Specified Statutes. Neither Company nor any of its
Subsidiaries is a "holding company", or a "subsidiary company" or an "af-
filiate" of a "holding company", as such terms are defined in the Public
Utility Holding Company Act of 1935, as amended, or an "investment company" or
a company "controlled" by or acting on behalf of an "investment company", as
defined in the Investment Company Act of 1940, as amended, or a "carrier" or a
person which is in control of a "carrier", as defined in sections 10102 or
11301 of Title 49, U.S.C.

2.16 Material Agreements. Section 2.16 of the Disclosure Schedule lists
all Material Agreements relating to the ownership or operation of the business
and property of Company or any of its Subsidiaries presently held or used by
Company or any of its Subsidiaries or to which Company or such Subsidiary is a
party or to which it or any of its property is subject or bound. True, complete
and correct copies of each of the Material Agreements have been furnished by
Company to Acquiror (or true, complete and correct descriptions thereof have
been set forth in the Disclosure Schedule, if any such Material Agreements are
oral). Each of Company and its Subsidiaries has duly complied in all material
respects with all of the terms and conditions of each such Material Agreement
and has not done or performed, or failed to do or perform (and there is not
pending or, to the knowledge of Company, threatened any claim that Company or
any Subsidiary has not so complied, done and performed or fail to do and
perform) any act which would invalidate or provide grounds for the other party
thereto to terminate (with or without notice, passage of time or both) or
<PAGE>
materially impair its rights or benefits, or increase the costs of Company or
any Subsidiary, under any of such Material Agreements.

2.17 Ordinary Course of Business. Except as described in Section 2.17 of
the Disclosure Schedule, each of Company and its Subsidiaries, since October
28, 1995 to the date hereof:

(a) has operated its business in the normal, usual and customary
manner in the ordinary and regular course of business consistent with past
practice, including the maintenance of working capital at normal operating
levels consistent with prior practice;

(b) has not sold or otherwise disposed of any material properties or
assets, other than inventory sold or otherwise disposed of in the ordinary
course of business consistent with past practice;

(i) has not incurred any material obligations or liabilities (fixed,
contingent or other);

(ii) has not entered into any material commitments;

(iii) has not sold or transferred any material tangible asset or
canceled any material debts or claims; and

(iv) has not incurred any indebtedness for borrowed money or issued
any debt securities or assumed, guaranteed or endorsed, or
otherwise as an accommodation became responsible for, the
obligations of any person, or made any loans or advances.

(d) has not made or committed to make any additions to its property
or any purchases of machinery or equipment, except for normal maintenance and
replacements and capital expenditures in accordance with the budget therefor
heretofore provided to Acquiror;

(e) has not discharged or satisfied any Encumbrance or paid any
obligation or liability (absolute or contingent) other than current liabilities
or obligations under contracts then existing or thereafter entered into in the
ordinary course of business, and commitments under Leases existing on that date
or incurred since that date in the ordinary course of business;

(f) has not Encumbered any of its tangible property, other than
Permitted Encumbrances;

(g) has not Transferred or Encumbered any Intellectual Property
other than Permitted Encumbrance;

(h) has not increased the compensation payable or to become payable
to any of its officers, employees, advisers, consultants, salesmen or agents or
otherwise alter, modify or change the terms of their employment or engagement;

(i) has not waived any rights of substantial value without fair and
adequate consideration;
<PAGE>
(j) has not declared, made or paid any Distribution other than any
Distribution from a Subsidiary of Company to Company or to another Subsidiary
of Company; and

(k) has not issued, pledged, granted, split, reclassified, combined
or redeemed any shares of any class of capital stock or any options, warrants,
convertible securities or other rights of any kind to acquire any shares of
such capital stock except for issuances upon exercise of outstanding options or
other convertible securities.

2.18 Broker or Finder. No Person assisted in or brought about the
negotiation of this Agreement or the subject matter of the transactions
contemplated hereby in the capacity of broker, agent or finder or in any
similar capacity on behalf of Company or any of its Subsidiaries other than as
set forth in Section 2.18 of the Disclosure Schedule, which sets forth a true,
accurate and complete description of the arrangements with any such Person.

2.19 Environmental Matters. Except as set forth in Section 2.19 of the
Disclosure Schedule:

(a) The operations of each of Company and its Subsidiaries are in
compliance in all material respects with all applicable Environmental Laws.

(b) To Company's knowledge, all real property currently or formerly
owned, leased or operated by Company or any of its Subsidiaries is free from
contamination by any Hazardous Material. None of Company or its Subsidiaries
has disposed or arranged for the disposal of Hazardous Material so as to give
rise to liability for any off-site disposal or contamination.

(c) To the knowledge of Company, each of Company and its
Subsidiaries currently maintains all Environmental Permits necessary for their
operations and are in compliance in all material respects with such
Environmental Permits.

(d) There are no Legal Actions or Environmental Claims pending or,
to Company's knowledge, threatened, nor, to Company's knowledge, investigations
with respect to any Environmental Claim pending or threatened, against any of
Company or its Subsidiaries alleging the violation of any Environmental Law or
asserting claims regarding Environmental Costs and Liabilities under any
Environmental Law. None of Company or its Subsidiaries has received any claims
or notices alleging liability under any Environmental Law.

(e) None of Company or its Subsidiaries nor, to the knowledge of
Company, any owner of premises leased or operated by any of Company or its
Subsidiaries has with respect to such premises, filed any formal notice under
any Environmental Law or other Law indicating past or present generation,
treatment, storage, or disposal of Hazardous Material or reporting an
Environmental Release of Hazardous Material into the environment.

(f) There is not now nor, to the knowledge of Company, has there
been in the past on, in or under any real property owned, leased or operated by
any of Company or its Subsidiaries (i) any underground storage tanks,
aboveground storage tanks, dikes or impoundments, (ii) any friable asbestos-
containing materials or (iii) any polychlorinated biphenyls.

2.20 Certain State Statutes Inapplicable. Company's Board of Directors has
approved and ratified, within the meaning of Section 203 of the DGCL, the
<PAGE>
transactions contemplated by this Agreement and the Securities Purchase
Agreement, so as to render the provisions of Section 203 of the DGCL
inapplicable to this Agreement and the Securities Purchase Agreement.

2.21 Information Supplied. Neither the proxy statement relating to the
approval by the stockholders of the Company of the Merger (such proxy statement
(including the exhibits thereto and the documents incorporated by reference
therein), as amended or supplemented from time to time, the "Proxy Statement")
nor, if required under the Exchange Act, the Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3") filed by the Company under the Exchange
Act with the Proxy Statement shall, at the respective dates first mailed to the
Company's stockholders, at the time of the Company Stockholders Meeting and at
the Effective Time, as the case may be, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in the light of the
circumstances under which they are made, not false or misleading or necessary
to correct any statement in any earlier communication with respect to the
solicitation of proxies for the Company Stockholders Meeting which shall have
become false or misleading, except that no representation or warranty is made
by Company with respect to information supplied in writing by Acquiror or
Acquiror Parent for inclusion in the Proxy Statement or Schedule 13E-3. The
Proxy Statement and Schedule 13E-3 (if one is required) shall comply in all
material respects as to form with the requirements of the Exchange Act and the
rules and regulations thereunder.

2.22 Opinion of Financial Advisor. On or prior to the date of this
Agreement, Company has received the Fairness Opinion of Piper Jaffray Inc.
("Piper Jaffray").

2.23 Voting Agreements and Noncompetition Agreements. Except as set forth
in Section 2.23 of the Disclosure Schedule, there are no voting trusts or other
agreements or understandings with respect to the voting of Company Common
Stock. Except as set forth in the Disclosure Schedule, none of Company, its
Subsidiaries or any Person in which Company or its Subsidiaries own any
interest is a party to any noncompetition agreement or other agreement or
arrangement which restrains, limits or impedes the current or contemplated
business or operations of Company or any of its Subsidiaries or would apply to
Acquiror or any of its Affiliates following the Effective Time.

2.24 Vote Required. The affirmative vote of the holders of a majority of
the outstanding shares of Company Common Stock is the only vote of the holders
of any class or series of Company capital stock necessary or required (under
Applicable Law or otherwise) to approve this Agreement and the transactions
contemplated hereby.

2.25 Consents. Except for (i) as set forth in Section 2.25 of the
Disclosure Schedule, (ii) compliance with and filings under the HSR Act, (iii)
the filing with the Commission of the Proxy Statement, and such reports under
the Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby, (iv) the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware and appropriate documents
with the relevant authorities of other states in which the Company is qualified
to do business, (v) if required under the Exchange Act, the filing of the
Schedule 13E-3 with the Commission, and (vi) such filings in connection with
any state or local tax which is attributable to the change in beneficial
ownership of Company's or its Subsidiaries' real property, if any
(collectively, "Gains Taxes"), (the items in clauses (i) through (vi) being
<PAGE>
collectively referred to herein as ("Company Consents"), no Governmental
Authorizations or Private Authorizations are required to be obtained or made by
or with respect to Company or any of its Subsidiaries on or prior to the
Closing Date in connection with (A) the execution, delivery and performance of
this Agreement or any of the Transaction Documents to which Company is a party,
the consummation of the transactions contemplated hereby and thereby or the
taking by Company of any other action contemplated hereby or thereby, (B) the
continuing validity and effectiveness of (and prevention of any material
default under or violation of the terms of) any Lease or Material Agreement to
which any of Company or its Subsidiaries is a party or any Governmental
Authorization of any of Company or its Subsidiaries or (C) the conduct by
Company or any of its Subsidiaries of their respective businesses following the
Closing as conducted on the date hereof.

2.26 Board Recommendation. The Board of Directors of Company, at a
meeting duly called and held on November 27, 1996, has (A) determined that this
Agreement and the transactions contemplated hereby, including, without
limitation, the Merger, are fair to and in the best interests of the
stockholders of the Company (other than Acquiror Parent and its subsidiaries),
(B) approved and adopted this Agreement and (C) resolved to recommend, subject
to the provisions of Sections 4.5 and 4.8 hereof, that the stockholders of
Company approve and adopt this Agreement and the Merger. Subject to the
provisions of Sections 4.5 and 4.8 hereof, Company has been authorized by Piper
Jaffray, subject to prior review by Piper Jaffray, to include the Fairness
Opinion (or references thereto) in the Proxy Statement and in the Schedule
13E-3 (if one is required). Company hereby consents to the inclusion in the
Proxy Statement and the Schedule 13E-3 of the recommendation of the Board of
Directors of Company described above.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF CHILDS,
ACQUIROR PARENT AND ACQUIROR.

Childs, Acquiror Parent and Acquiror represent, warrant, covenant and
agree that:

3.1 Organization and Business; Power and Authority; Effect of
Transaction.

(a) Each of Childs, Acquiror Parent and Acquiror (i) is a limited
partnership or corporation, as the case may be, duly organized, validly
existing and in good standing under the laws of its jurisdiction of formation
or incorporation as set forth in the Disclosure Schedule, and (ii) has all
requisite partnership or corporate power and authority, as the case may be, to
own or hold under lease its properties and to conduct its business as now
conducted and as presently proposed to be conducted, and is in possession of
all Governmental Authorizations and Private Authorizations to the extent
required for such ownership and lease of its property and conduct of its
business.

(b) Each of Childs, Acquiror Parent and Acquiror has all requisite
partnership or corporate authority, as the case may be, necessary to enable it
to execute and deliver, and to perform its obligations under, and to consummate
the transactions contemplated by, this Agreement and each Transaction Document
executed or to be executed by it; and the execution, delivery and performance
of this Agreement and each such Transaction Document have been duly authorized
by all requisite partnership or corporate action, as the case may be, including
<PAGE>
that, if required, of Childs partners, Acquiror Parent's stockholders and
Acquiror's stockholders. This Agreement has been duly executed and delivered by
each of Childs, Acquiror Parent and Acquiror and constitutes, each Transaction
Document executed or to be executed by it when executed and delivered by
Childs, Acquiror Parent or Acquiror will constitute, its legal, valid and
binding obligations, enforceable against it in accordance with their respective
terms.

(c) Neither the execution and delivery of this Agreement or any
Transaction Document executed or to be executed by Childs, Acquiror Parent or
Acquiror, nor the consummation of the transactions herein or therein
contemplated, nor compliance with the terms, conditions and provisions hereof
or thereof by Childs, Acquiror Parent or Acquiror:

(i) (A) will conflict with, or result in a breach or violation of, or
constitute a default under, any Applicable Law on the part of Childs,
Acquiror Parent or Acquiror or (B) will conflict with or result in a
breach or violation of, or constitute a default under, any of the
certificate of limited partnership or partnership agreement of Childs or
the certificate of incorporation or by-laws of Acquiror Parent or Acquiror
or (C) will conflict with, or result in a breach or violation of, or
constitute a default under, or permit the acceleration of any obligation
or liability under, or but for any requirement of giving of notice or
passage of time or both would constitute such a conflict with, breach or
violation of, or default under, or permit any such acceleration of, any
material Contractual Obligation of Childs, Acquiror Parent or Acquiror,

(ii) will result in or permit the creation or imposition of any
Encumbrance upon any property now owned or leased by Childs or Acquiror,
or

(iii) will require any Governmental Authorization or Private
Authorization, except as to the HSR Act and the filing with the Secretary
of State of Delaware of the Certificate of Merger,

except, with respect to clauses (i)(A), (i)(C), (ii) and (iii) above, such
conflicts, breaches, defaults, violations, accelerations, Encumbrances,
authorizations or filings, that individually or in the aggregate are not
reasonably likely to result in a Material Adverse Effect on Childs, Acquiror
Parent or Acquiror.

3.2 Adverse Restrictions. Neither Acquiror, Acquiror Parent or Childs is
a party to or subject to, nor is any of their property subject to, any
Applicable Law, Governmental Authorization, Contractual Obligation or Private
Authorization, which now or, as far as Childs can now reasonably foresee, at
any time in the future could, individually or in the aggregate, have any
Material Adverse Effect on the ability of Childs, Acquiror or Acquiror to
perform any of its obligations set forth in this Agreement or any Transaction
Document.

3.3 Information Supplied. The information supplied by Childs, Acquiror
Parent or Acquiror for inclusion in the Proxy Statement and, if required under
the Exchange Act, the Schedule 13E-3 will not, on the date the Proxy Statement
or Schedule 13E-3 (or any amendment or supplement thereto) is first mailed to
stockholders of the Company, at the time of the Company Stockholders Meeting
and at the Effective Time, contain any statement which, at such time and in
light of the circumstances under which it is made, is false or misleading with
<PAGE>
respect to any material fact, or omits to state any material fact required to
be stated therein or necessary in order to make the statements therein not
false or misleading or necessary to correct any statement in any earlier
communication with respect to the solicitation of proxies for the Company
Stockholders Meeting which shall have become false or misleading; provided,
however, that Childs, Acquiror Parent and Acquiror make no representation or
warranty with respect to information supplied by Company for inclusion in the
Proxy Statement or Schedule 13E-3. The Proxy Statement and Schedule 13E-3
shall comply in all material respects as to form with the requirements of the
Exchange Act and the rules and regulations thereunder.

3.4 Broker or Finder. No Person assisted in or brought about the
negotiation of this Agreement or the subject matter of the transactions
contemplated hereby in the capacity of broker, agent or finder or in any
similar capacity on behalf of Acquiror, Acquiror Parent or Childs.

3.5 Financing of the Merger and the Second Disposition. Acquiror Parent
or Acquiror (as the case may be) has all funds, or appropriate commitments for
funds (complete copies of which have been provided to Company), necessary for
the purchase or exchange of all outstanding shares of Company Common Stock,
Company Option Securities and Company Convertible Securities pursuant to the
Merger and the Second Disposition (as defined in the Securities Purchase
Agreement).

SECTION 4. COVENANTS OF COMPANY AND CHILDS.

4.1 Access to Information. Company shall afford to each of Childs,
Acquiror Parent and Acquiror and their accountants, counsel, financial
advisors, financing sources and other representatives (the "Representatives")
full access during normal business hours throughout the period prior to the
Effective Time to all of its and its Subsidiaries properties, books, contracts,
commitments and records (including Tax Returns) and, during such period, shall
furnish promptly (i) a copy of each report, schedule and other document filed
or received by it pursuant to the requirements of any Applicable Law (including
without limitation federal or state securities laws) or filed by it with the
Commission or any other Authority in connection with the transactions
contemplated by this Agreement or which may have a material effect on its
business, operations, properties, financial condition, or results of operations
and (ii) such other information concerning any of the foregoing as Childs,
Acquiror Parent and Acquiror shall reasonably request; provided, however, that
no investigation pursuant to this Section shall affect any representations or
warranties made herein or the conditions to the obligations of the respective
parties to consummate the transactions contemplated hereby. Childs, Acquiror
Parent and Acquiror shall hold, and shall use their reasonable business efforts
to cause their Representatives to hold, in strict confidence all non-public
documents and information furnished to Childs, Acquiror Parent and Acquiror in
connection with the transactions contemplated by this Agreement, except that
Childs, Acquiror Parent and Acquiror may disclose such information as may be
necessary in connection with seeking all Governmental Authorizations and any
required approval of Childs' limited partners, and Childs, Acquiror Parent and
Acquiror may disclose any information that is required by Applicable Law to be
disclosed.

4.2 Agreement to Cooperate. (a) Each of the parties hereto shall
cooperate and use its best business efforts to prepare and file with the
applicable Authorities as promptly as practicable after the execution of this
<PAGE>
Agreement all requisite applications and amendments thereto, together with
related information, data and exhibits, necessary to request issuance of orders
approving the transactions contemplated by this Agreement by all such
applicable Authorities, each of which must be obtained in order to satisfy the
conditions set forth in and Section 5 hereof.

(b) Subject to the terms and conditions herein provided, each of the
parties hereto shall use reasonable efforts or take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under Applicable Laws to consummate and make effective the transac-
tions contemplated by this Agreement, including using its reasonable efforts to
obtain all necessary or appropriate waivers, consents and approvals and
Commission "no-action" letters, to effect all necessary registrations, filings
and submissions (including without limitation filings under the HSR Act and any
other submissions requested by the Federal Trade Commissions or Department of
Justice) (and, in such case, to proceed with the Merger as expeditiously as
possible). The parties recognize that the consummation of the transactions
contemplated hereby is subject to the preacquisition notification requirements
of the HSR Act. Each of the parties agrees that it will file with the Antitrust
Division of the Department of Justice and the Federal Trade Commission a
Notification and Report Form in a manner so as to constitute substantial
compliance with the notification requirements of the HSR Act. Each of the
parties covenants and agrees to use its reasonable business efforts to achieve
the prompt termination or expiration of the waiting period or any extension
thereof under the HSR Act.

(c) In addition to the covenants set forth in the preceding
subsections of this Section, Childs, Acquiror Parent and Acquiror and Company
each agree to take such actions as may be necessary to obtain any Governmental
Authorizations legally required for the consummations of the transactions
contemplated hereby, including the making of any Governmental Filings, publica-
tions and requests for extensions and waivers. Nothing in this Section shall be
construed to require (i) Childs Acquiror Parent and Acquiror to (A) sell or
otherwise dispose of any Subsidiary or assets which either alone or in the
aggregate with all such other sales or dispositions would constitute the sale
or disposition of a "significant subsidiary" of Childs Acquiror Parent or
Acquiror, (B) take any action the effectiveness of which cannot be conditioned
upon the consummation of the transactions which would have any Material Adverse
Effect on Childs Acquiror Parent or Acquiror, or (C) take any action which
either would have any Material Adverse Effect on Childs or Acquiror, following
the consummation of the transactions or materially impair the value to Childs
Acquiror Parent or Acquiror of the transactions; or (ii) Company to (A) sell or
otherwise dispose of any of its Subsidiaries or assets which either alone or in
the aggregate with all such other sales or dispositions would constitute the
sale or disposition of a "significant subsidiary" of Company, (B) take any
action the effectiveness of which cannot be conditioned upon the consummation
of the transactions which would have any Material Adverse Effect on Company, or
(C) take any action which either would have any Material Adverse Effect on
Childs, Acquiror Parent or Acquiror, following the transactions or materially
impair the value to Childs, Acquiror Parent or Acquiror of the transactions.
For purposes of this Section, the term "significant subsidiary" shall have the
meaning attributed to such term by Rule 1-02(v) of Regulation S-X of the rules
and regulations of the Commission.

(d) In addition to the covenants set forth in the preceding
subsections of this Section, (i) Company will use its best efforts on or prior
to the Closing Date to obtain the satisfaction of the conditions specified in
<PAGE>
Section 5 hereof and (ii) Childs, Acquiror Parent and Acquiror will each use
its best efforts on or prior to the Closing Date to obtain the satisfaction of
the conditions specified in Section 5 hereof. Childs, Acquiror Parent and
Acquiror agree to cooperate with and to assist Company with respect to securing
all necessary Governmental Authorizations and Private Authorizations to the
consummation of the Merger.

(e) Company will promptly notify Childs of any and all Events which
would require any change to be made in the Disclosure Schedule or which could
cause or result in any breach or inaccuracy of Company's representations and
warranties including without limitation those set forth in Section 2, or which
could impair the likelihood that all of the conditions to be satisfied by
Company which are specified in Section 5 will be satisfied on or prior to the
Closing Date.

4.3 Expenses. Each party shall pay its own expenses incident to the
negotiation, preparation, performance and enforcement of this Agreement
(including all fees and expenses of its counsel, accountants and other
consultants, advisors and representatives for all activities of such persons
undertaken pursuant to this Agreement), whether or not the transactions
contemplated hereby are consummated.

4.4 Public Announcements. Until such time as may be mutually agreed upon
by the parties to this Agreement, neither party hereto shall, without the ap-
proval of the other party, make or cause to be made any press release or other
public announcement that directly or indirectly discloses the transactions
contemplated by this Agreement, except as and to the extent that it is required
by law (including, without limitation, applicable federal and state securities
laws) to make such an announcement.

4.5 Stockholders' Approval. (a) Company shall, as soon as practicable
following consummation of the transactions contemplated by the Securities
Purchase Agreement, submit this Agreement and the transactions contemplated
hereby for the approval of its stockholders at a meeting of stockholders (the
"Company Stockholders Meeting", which term shall include any postponements or
adjournments of such meeting). Unless otherwise required under the applicable
fiduciary duties of the Board of Directors of Company, as determined by such
directors in good faith after consultation with and based upon the opinion of
outside legal counsel, Company shall (i) recommend adoption of this Agreement
and approval of the Merger by the stockholders of Company and include in the
Proxy Statement such recommendation and (ii) use all reasonable best efforts to
solicit from its respective stockholders proxies in favor of adoption of this
Agreement and approval of the Merger and shall take all other action necessary
or advisable to secure the vote or consent of stockholders to obtain such
approvals (the "Company Stockholder Approval"). Without limiting the
generality of the foregoing, Company agrees that its obligations pursuant to
the first sentence of this Section 4.5 shall not be affected by (i) the
commencement, public proposal, public disclosure or communication to Company of
any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or
modification by the Board of Directors of the Company of its approval or
recommendation of this Agreement or the Merger. The Company Stockholders
Meeting shall be held as soon as practicable following consummation of the
transactions contemplated by the Securities Purchase Agreement. To the extent
permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all
shares of Company Common Stock beneficially owned by them in favor of the
Merger.
<PAGE>
4.6 Proxy Statement; Schedule 13E-3. (a) As soon as practicable
following the date of this Agreement, Company shall prepare and file the Proxy
Statement and, if required under the Exchange Act, the Schedule 13E-3, and
shall use its reasonable best efforts to have the Proxy Statement and, if
required under the Exchange Act, the Schedule 13E-3 cleared by the Commission
as promptly as reasonably practicable, and in addition, shall also take any
action required to be taken under Applicable Law in connection with the
consummation of the transactions contemplated by this Agreement. Childs and
Acquiror and Company shall promptly furnish to each other all information, and
take such other actions, as may reasonably be requested in connection with any
action by any of them in connection with the provisions of this Section 4.6.

(b) Prior to the date of approval of the Merger by Company's
stockholders, each of Company, Childs and Acquiror shall correct promptly any
information provided by it to be used specifically in the Proxy Statement and,
if required under the Exchange Act, the Schedule 13E-3 that shall have become
false or misleading in any material respect and shall take all steps necessary
to file with the Commission and have cleared by the Commission any amendment or
supplement to the Proxy Statement and, if required under the Exchange Act, the
Schedule 13E-3 as so corrected to be disseminated to the stockholders of
Company to the extent required by Applicable Law. Without limiting the
generality of the foregoing, Company shall notify Childs promptly of the
receipt of the comments of the Commission and of any request by the Commission
for amendments or supplements to the Proxy Statement or Schedule 13E-3, or for
additional information, and shall supply Childs with copies of all
correspondence between Company or its representatives, on the one hand, and the
Commission or members of its staff, on the other hand, with respect to the
Proxy Statement or Schedule 13E-3. If at any time prior to the Company
Stockholders Meeting any event should occur relating to Company, Childs or
Acquiror or their respective officers or directors which is required to be
described in an amendment or supplement to the Proxy Statement or Schedule 13E-
3, the parties shall promptly inform each other. Whenever any event occurs
which is required to be described in an amendment or a supplement to the Proxy
Statement or Schedule 13E-3, Company, Childs and Acquiror shall, upon learning
of such event, cooperate in promptly preparing, filing and clearing with the
Commission and mailing to the stockholders of Company such amendment or
supplement; provided, however, that, prior to such mailing, (i) Company, Childs
and Acquiror shall consult with each other with respect to such amendment or
supplement, (ii) shall afford each other reasonable opportunity to comment
thereon and (iii) each such amendment or supplement shall be reasonably
satisfactory to the other.

4.7 Company Board Representation; Section 14(f).

(a) If requested in writing by Acquiror, following the purchase by
Acquiror of all the shares of Company Common Stock subject to the Securities
Purchase Agreement, and from time to time thereafter, Acquiror shall be
entitled to designate up to such number of directors, rounded up to the next
whole number, on the Board of Directors of Company as shall give Acquiror
representation on the Board of Directors of Company equal to the product of the
total number of directors on the Board of Directors of Company (giving effect
to the directors elected pursuant to this sentence) multiplied by the
percentage that the aggregate number of shares beneficially owned by Acquiror
or any Affiliate of Acquiror at such time bears to the total number of shares
then outstanding, and Company shall, at such time, promptly take all actions
necessary to cause Acquiror's designees to be elected as directors of Company,
including increasing the size of the Board of Directors of Company or securing
<PAGE>
the resignations of incumbent directors or both. At such times, Company shall
use its best efforts to cause persons designated by Acquiror to constitute the
same percentage as persons designated by Acquiror shall constitute of the Board
of Directors of Company of (i) each committee of the Board of Directors of
Company (some of whom may be required to be independent as required by
Applicable Law), (ii) each board of directors of each Subsidiary of Company and
(iii) each committee of each such board, in each case only to the extent
permitted by applicable law.

(b) Company shall promptly take all actions required pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in
order to fulfill its obligations under this Section 4.7 and shall include in
the Proxy Statement such information with respect to Company and its officers
and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such
obligations. Childs, Acquiror Parent or Acquiror shall supply to Company and
be solely responsible for any information with respect to either of them and
their nominees, officers, directors and Affiliates required by such Section
14(f) and Rule 14f-1.

(c) Following the election or appointment of designees of Acquiror
pursuant to this Section 4.7 and prior to the Effective Time, any amendment of
this Agreement or the Certificate of Incorporation or By-laws of Company, any
termination of this Agreement by Company, any extension by Company of the time
for the performance of any of the obligations or other acts of Childs, Acquiror
Parent or Acquiror or waiver of any of Company's rights hereunder shall require
the concurrence of a majority of the directors of Company then in office who
were not designated by Acquiror.

4.8 No Solicitation.

(a) Company shall not, directly or indirectly through any officer,
director, employee, representative or agent of Company or any of its
Subsidiaries (i) solicit, initiate or encourage the initiation of any inquiries
or proposals regarding any merger, sale of substantial assets, sale of share of
capital stock (including without limitation by way of a tender offer) or
similar transactions involving Company or any Subsidiaries of Company other
than the Merger (any of the foregoing inquiries or proposals being referred to
herein as an "Acquisition Proposal"), (ii) engage in negotiations or
discussions concerning, or provide any nonpublic information to any person
relating to, any Acquisition Proposal or (iii) agree to, approve or recommend
any Acquisition Proposal. Nothing contained in this Section 4.8(a) shall
prevent the Board of Directors of Company from considering, discussing, or
providing any nonpublic information to any person relating to, a bona fide
Acquisition Proposal not solicited in violation of this Agreement, provided the
Board of Directors of Company determines in good faith (upon advice of outside
counsel) that it is required to do so in order to discharge properly its
fiduciary duties. Nothing contained in this Section 4.8(a) shall prohibit the
Board of Directors of Company from complying with Rule 14e-2 promulgated under
the Exchange Act with regard to a tender or exchange offer.

(b) Company shall immediately notify Childs and Acquiror Parent
after receipt of any Acquisition Proposal, or any modification of or amendments
to any Acquisition Proposal, or any request for nonpublic information relating
to Company or any of its Subsidiaries in connection with an Acquisition
Proposal or for access to the properties, books or records of Company or any
Subsidiary by any person or entity that informs the Board of Directors of
Company or such Subsidiary that it is considering making, or has made, an
<PAGE>
Acquisition Proposal. Such notice to Childs and Acquiror Parent shall be made
orally and in writing, and shall indicate whether Company is providing or
intends to provide the person making the Acquisition Proposal with access to
information concerning Company as provided in Section 4.8(c).

(c) If the Board of Directors of Company receives a request for
material nonpublic information by a person who makes, or indicates that it is
considering making, a bona fide Acquisition Proposal, and the Board of
Directors determines in good faith and upon the advice of outside counsel that
it is required to cause Company to act as provided in this Section 4.8(c) in
order to discharge properly the directors' fiduciary duties, then, provided
such person has executed a confidentiality agreement substantially similar to
the one then in effect between Company and Childs and Acquiror, Company may
provide such person with access to information regarding Company.

(d) Company shall immediately cease and cause to be terminated any
existing discussions or negotiations with any persons (other than Childs,
Acquiror Parent and Acquiror) conducted heretofore with respect to any of the
foregoing. Company agrees not release any third party from the
confidentiality and standstill provisions of any confidentiality agreement to
which Company is a party.

(e) Company shall ensure that the officers, directors and employees
its Subsidiaries and any investment banker or other advisor or representative
retained by Company are aware of the restrictions described in this Section
4.8.

4.9 Tax Returns. Without the prior written consent of Childs, neither
Company nor any of its Subsidiaries shall make or change any election, change
an annual accounting or Tax period, adopt or change any accounting method, file
any amended Tax Return, enter into any closing agreement, settle any Tax claim
relating to Company or its Subsidiaries, surrender any right to claim a refund
of Taxes, take or omit to take any similar action with respect to Taxes (other
than the filing of any original Tax Return), if any such election, adoption,
change, amendment, agreement, settlement, surrender or other action or omission
would have the effect of increasing the Tax liability of Company and its
Subsidiaries, by more than an aggregate amount of $250,000; provided, however,
that Company may consent to an extension of a limitation period applicable to a
Tax claim without Childs's prior written consent (and Company will notify
Childs of any such extension no later than five (5) Business Days after taking
such action if it would relate to the Company or its Subsidiaries).

4.10 Indemnification and Insurance.

(a) The By-Laws of the Surviving Corporation shall contain the
provisions with respect to indemnification set forth in the Certificate of
Incorporation of Company on the date hereof, which provisions shall not be
amended, repealed or otherwise modified for a period of six years from the
Effective Time in any manner that would adversely affect the rights thereunder
of individuals who on or prior to the Effective Time were directors, officers,
employees or agents of Company, unless such modification is required by law.

(b) Company shall, to the fullest extent permitted under Applicable
Law or under Company's Certificate of Incorporation or By-Laws and regardless
of whether the Merger becomes effective, indemnify and hold harmless, and,
after the Effective Time, Acquiror Parent and the Surviving Corporation shall,
to the fullest extent permitted under Applicable Law or under the Surviving
<PAGE>
Corporation's Certificate of Incorporation or By-Laws as in effect at the
Effective Time, indemnify and hold harmless, each present and former director,
officer or employee of Company or any of its Subsidiaries (collectively, the
"Indemnified Parties") against any costs or expenses (including attorneys'
fees), judgments, fines, losses, claims, damages, liabilities and amounts paid
in settlement in connection with any claim, action, suit, proceeding or
investigation whether civil, criminal, administrative or investigative, (x)
arising out of or pertaining to the transactions contemplated by this Agreement
or the Securities Purchase Agreement or (y) otherwise with respect to any acts
or omissions occurring at or prior to the Effective Time, to the same extent as
provided in Company's Certificate of Incorporation or By-Laws or any applicable
contract or agreement as in effect on the date hereof, in each case for a
period of six years after the date hereof. In the event of any such claim,
action, suit, proceeding or investigation (whether arising before or after the
Effective Time), (i) any counsel retained by the Indemnified Parties for any
period after the Effective Time shall be reasonably satisfactory to the
Surviving Corporation, (ii) after the Effective Time, the Surviving Corporation
shall pay the reasonable fees and expenses of such counsel, promptly after
statements therefor are received, and (iii) the Surviving Corporation will
cooperate in the defense of any such matter; provided, however, that the
Surviving Corporation shall not be liable for any settlement effected without
its written consent (which consent shill not be unreasonably withheld); and
provided, further, that, in the event that any claim or claims for
indemnification are asserted or made within such six-year period, all rights to
indemnification in respect of any such claim or claims shall continue until the
disposition of any and all such claims. The Indemnified Parties as a group may
seek reimbursement pursuant to the foregoing indemnification arrangements for
the fees and expenses of only one law firm representing them with respect to
any single action.

(c) Acquiror Parent and the Surviving Corporation shall honor and
fulfill in all respects the obligations of Company pursuant to indemnification
agreements with Company's directors and of officers existing at or before the
Effective Time.

(d) For a period of six years after the Effective Time, Acquiror
Parent shall cause the Surviving Corporation to maintain in effect, if
available, directors' and officers' liability insurance covering those persons
who are currently covered by Company's directors' and officers' liability
insurance policy (a copy of which has been made available to Acquiror Parent)
on terms comparable to those now applicable to directors and officers of
Company; provided, however, that in no event shall Acquiror Parent or the
Surviving Corporation be required to expend in excess of 150% of the annual
premium currently paid by Company for such coverage; and provided further, that
if the premium for such coverage exceeds such amount, Acquiror Parent or the
Surviving Corporation shall purchase a policy with the greatest coverage
available for such 150% of the annual premium.

(e) This Section 4.10 shall survive the consummation of the Merger
at the Effective Time, is intended to benefit Company, the surviving
Corporation and the Indemnified Parties, shall be binding on all successors and
assigns of Acquiror Parent and the Surviving Corporation and shall be
enforceable by the Indemnified Parties.

4.11 Convertible Securities. On or immediately following the Second
Disposition Effective Date (as defined in the Securities Purchase Agreement),
Company shall prepay all Company Convertible Securities owned by the
<PAGE>
Securityholders, in accordance with Section 3.6 of the Securities Purchase
Agreement.

4.12 Financing. (a) Company agrees to provide, and will cause its
Subsidiaries and its and their respective officers and employees to provide,
all necessary cooperation in connection with the arrangement of any financing
to be consummated contemporaneous with or at or after the Second Disposition
Effective Date (as defined in the Securities Purchase Agreement) or the
Effective Time in respect of the transactions contemplated by the Securities
Purchase Agreement or this Agreement, including without limitation, the
execution and delivery of any commitment letters, underwriting or placement
agreements, pledge and security documents, other definitive financing
documents, or other requested certificates or documents relating to the Second
Disposition or the Merger or any refinancing of any existing indebtedness of
Company or any of its Subsidiaries under which a default or event of default
could occur as a result of the transactions contemplated by the Securities
Purchase Agreement or this Agreement.

(b) Each of Childs, Acquiror Parent and Acquiror hereby agree to use
their reasonable efforts to arrange the financing in respect of the
transactions contemplated by this Agreement described in Section 3.5 hereof,
including, using their reasonable efforts to satisfy all conditions applicable
to Childs, Acquiror Parent and Acquiror in the commitment letters and the
definitive agreements relating thereto.

4.13 Conduct of Business by Company Pending the Effective Time. Company
covenants and agrees that, between the date of this Agreement and the Effective
Time, unless Acquiror Parent shall otherwise agree in writing, (i) the business
of Company and its Subsidiaries shall be conducted only in, and Company and its
Subsidiaries shall not take any action except in, the ordinary course of
business and in a manner substantially consistent with past practice including
the maintenance of working capital at normal operating levels, (2) Company
shall use all reasonable efforts to preserve substantially intact its business
organization, to keep available the services of the current officers, employees
and consultants of Company and its Subsidiaries and to preserve the current
relationships of Company and its Subsidiaries with customers, suppliers and
other persons with which Company or any of its Subsidiaries has significant
business relations and (3) Company shall not, and shall not permit any
Subsidiary to:

(a) amend or otherwise change its Organic Documents;

(b) sell or otherwise dispose of any material properties or assets,
other than inventory sold or otherwise disposed of in the ordinary course of
business consistent with past practice;

(i) incur any material obligations or liabilities (fixed, contingent
or other);

(ii) enter into any material commitments;

(iii) sell or transfer any material tangible asset or cancel any
material debts or claims; or
<PAGE>
(iv) incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for, the obligations of any
Person, or make any loans or advances;

(d) make or commit to make any additions to its property, capital
expenditures or any purchases of machinery or equipment, except for normal
maintenance and replacements and capital expenditures in accordance with the
budget therefor heretofore provided to Acquiror;

(e) discharge or satisfy any Encumbrance or pay any obligation or
liability (absolute or contingent) other than current liabilities or
obligations under contracts existing on the date hereof or hereafter entered
into in the ordinary course of business, and commitments under Leases existing
on the date hereof or incurred since such date in the ordinary course of
business;

(f) Encumber any of its tangible property, other than Permitted
Encumbrances;

(g) transfer or Encumber any Intellectual Property, other than
Permitted Encumbrances;

(h) (i) increase the compensation payable or to become payable to
any of its officers, employees, advisers, consultants, salesmen or agents or
otherwise alter, modify or change the terms of their employment or engagement,
(ii) except in accordance with Company's current policies, grant any severance
or termination pay to, or enter into any employment or severance agreement
with, any director, officer or other employee of Company or any Subsidiary or
enter into or amend any collective bargaining agreement, or (iii) establish,
adopt, enter into or amend any bonus, profit sharing, thrift, compensation,
stock option, restricted stock, pension, retirement, deferred compensation or
other plan, trust or fund for the benefit of any director, officer or class of
employees; or

(i) settle or compromise any pending or threatened litigation which
is material or which relates to the transactions contemplated hereby or waive
any rights of substantial value without fair and adequate consideration;

(j) declare, make or pay any Distribution other than any
Distribution from a Subsidiary of Company to Company or to another Subsidiary
of Company;

(k) issue, pledge, grant, dispose of, Encumber, or authorize the
issuance, sale, pledge, grant, disposition or Encumbrance of any shares of any
class of capital stock of Company or any Subsidiary or options, warrants,
convertible securities or other rights of any kind to acquire any shares of
such capital stock except for issuances upon exercise of outstanding Company
Option Securities or Company Convertible Securities;

(l) reclassify, combine, split, divide or redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock; or

(m) acquire (including, without limitation, by merger,
consolidation, or acquisition of stock or assets) any interest in any
corporation, partnership, other business organization or any division thereof
<PAGE>
or any assets (other than inventory, equipment and similar assets acquired int
he ordinary course of business).

SECTION 5. CONDITIONS PRECEDENT TO THE MERGER.

5.1 Conditions to Obligation of Each Party to Effect the Merger. The
respective obligations of Company, Childs Acquiror Parent and Acquiror to
consummate the Merger shall be subject to the satisfaction or waiver (subject
to Applicable Law) of the following conditions:

(a) Stockholder Approval. The Merger shall have been approved and
adopted by the affirmative vote of a majority of the stockholders of Company.

(b) No Change in Law; No Opposition. No Authority shall have
enacted, issued, promulgated, enforced or entered any law, order, executive
order, stay, decree, judgment, injunction or other order or statute, rule or
regulation which is in effect and which has the effect of making the
acquisition of shares of Company Common Stock by Childs, Acquiror Parent or
Acquiror or any Affiliate of any of them illegal or otherwise preventing or
prohibiting consummation of the transactions contemplated hereby.

(c) Antitrust Improvement Act. The filing and waiting period
requirements under the HSR Act relating to the consummation of the Merger shall
have expired or been terminated.

(d) Solvency Letters. Acquiror shall have delivered letters, in
form and substance reasonably satisfactory to Company, attesting to the
solvency of the Surviving Corporation individually, and the Surviving
Corporation and its Subsidiaries, taken as a whole, immediately before and
immediately after giving effect to the Merger, from its chief financial
officer.

(e) Securities Purchase Agreement. The transactions contemplated by
the Securities Purchase Agreement shall have been consummated.

5.2 Conditions to Obligtions of Childs. The obligations of Childs,
Acquiror Parent and Acquiror to effect the Merger are further subject to the
satisfaction at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations and
warranties of Company set forth in this Agreement that are qualified as to
materiality shall be true and correct and any such representations and
warranties that are not so qualified shall be true and correct in all material
respects, in each case as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date (other than representations
and warranties which address matters only as of a certain date which shall be
true and correct (or true and correct in all material respects, as the case may
be) as of such certain date). Childs shall have received a certificate signed
on behalf of Company by the chief executive officer and the chief financial
officer of Company to the effect set forth in this paragraph.

(b) Performance of Obligations of Company. Company shall have
performed the obligations required to be performed by it under this Agreement
at or prior to the Closing Date (except for such failures to perform as would
not have a Material Adverse Effect on Company).
<PAGE>
(c) No Material Adverse Change. There shall not have occurred any
event or change in circumstances involving Company or any of its Subsidiaries
that, individually or when taken together with all other such events or changes
in circumstances, is or is reasonably likely to be materially adverse to the
business, operations, properties, financial condition or results of operations
of Company and its Subsidiaries taken as a whole, or does or is reasonably
likely to delay or prevent the consummation of the transactions contemplated by
the Merger Agreement.

(d) Financing. The closings of the financings described in each of
the commitment letters, dated November 26, 1996, of Fleet National Bank and
NationsBank, N.A. to provide sufficient funds to consummate the Merger shall
have taken place.

5.3 Conditions to Obligations of Company. The obligations of Company to
effect the Merger are further subject to the satisfaction at or prior to the
Effective Time of the following conditions:

(a) Representations and Warranties. The representations and
warranties of Childs, Acquiror Parent and Acquiror set forth in this Agreement
that are qualified as to materiality shall be true and correct and any such
representations and warranties that are not so qualified shall be true and
correct in all material respects, in each case as of the date of this Agreement
and as of the Closing Date as though made on and as of the Closing Date (other
than representations and warranties which address matters only as of a certain
date which shall be true and correct (or true and correct in all material
respects, as the case may be) as of such certain date). Company shall have
received a certificate signed on behalf of Childs, Acquiror Parent and Acquiror
by an authorized officer of each to the effect set forth in this paragraph.

(b) Performance of Obligations of Childs. Each of Childs, Acquiror
Parent and Acquiror shall have performed the obligations required to be
performed by it under this Agreement at or prior to the Closing Date (except
for such failures to perform as have not had or could not reasonably be
expected, either individually or in the aggregate, to materially adversely
affect the ability of each of Childs, Acquiror Parent Acquiror to consummate
the transactions herein contemplated or perform its obligations hereunder).

SECTION 6. DEFINITIONS.

6.1 Principles of Construction. As used herein, unless the context
otherwise requires, the following terms (or any variant in the form thereof)
have the following respective meanings. Terms defined in the singular shall
have a comparable meaning when used in the plural, and vice versa, and the
reference to any gender shall be deemed to include all genders. Except where
the context otherwise requires, references to "this Section" or words of
similar import shall be deemed to refer to the entire section and not a
particular subsection and references to "hereunder," "herein," "hereof" or
words of similar import shall be deemed to refer to the entire Agreement and
not the particular Section or subsection or other provision. The words
"includes" and "including" are not limiting and mean "including without
limitation." In computation or periods of time from a specified date to a later
specified date, the word "from" means "from and including," the words "to" and
"until" each means "to but excluding," and the word "through" means "to and
including." Unless otherwise defined or the context otherwise clearly requires,
terms for which meanings are provided in this Agreement shall have such
<PAGE>
meanings when used in the Disclosure Schedule and each Instrument, notice,
certificate, communication, opinion or other document executed or required to
be executed pursuant hereto or thereto or otherwise delivered, from time to
time, pursuant hereto or thereto. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. References to any statute or
regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending or replacing such statute or regulation.

6.2 "Acquiror" is defined in the preamble preceding the Recitals.

6.3 "Acquiror Parent" is defined in the preamble preceding the Recitals.

6.4 "Acquisition Proposal" is defined in Section 4.8.

6.5 "Affiliate," when used with respect to any Person, shall mean (a) any
other Person at the time directly or indirectly controlling, controlled by or
under direct or indirect common control with such Person, (b) any other Person
of which such Person at the time owns, or has the right to acquire, directly or
indirectly, five percent (5%) or more on a consolidated basis of the equity or
beneficial interest, (c) any other Person which at the time owns, or has the
right to acquire, directly or indirectly, five percent (5%) or more of any
class of the capital stock or beneficial interest of such Person, (d) any
executive officer (as defined in the Exchange Act) or director of such Person,
and (e) when used with respect to an individual, shall include a spouse, any
descendant, or any other relative (by blood, adoption or marriage) within the
third degree of such individual or a trust for the benefit of any such spouse,
descendant or relative. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power to
direct or cause the direction of the management or policies of such Person or
the disposition of its assets or properties, whether by stock, equity or other
ownership, by contract, arrangement or understanding, or otherwise.

6.6 "Agreement" is defined in the Recitals.

6.7 "Applicable Law" shall mean any Law of any Authority, whether
domestic or foreign, including all federal and state Laws, to which the Person
in question is subject or by which it or any of its property is bound, and
including without limitation any: (a) administrative, executive, judicial,
legislative or other statute, code, consent decree, constitution, decree,
directive, enactment, finding, guideline, injunction, interpretation, judgment,
law, order, ordinance, policy statement, proclamation, promulgation,
regulation, requirement, rule, rule of law, rule of public policy, settlement
agreement, or writ, of any Authority, domestic or foreign; (b) common law or
other legal or quasi-legal precedent; or (c) arbitrator's, mediator's or
referee's award, decision, finding or recommendation, or, in any case, any
particular section, part or provision thereof.

6.8 "Authority" shall mean any governmental or quasi-governmental
authority, whether administrative, executive, judicial, legislative or other,
or any combination thereof, including any federal, state, territorial, county,
municipal or other government or governmental or quasi-governmental agency,
arbitrator, authority, board, body, branch, bureau, central bank or comparable
agency or entity, commission, corporation, court, department, instrumentality,
master, mediator, panel, referee, system or other political unit or subdivision
or other entity of any of the foregoing, whether domestic or foreign.
<PAGE>
6.9 "Benefit Arrangement" shall mean any benefit arrangement (whether or
not written), including (a) any employment or consulting agreement, (b) any
arrangement providing for insurance coverage or workers' compensation benefits,
(c) any incentive bonus or deferred bonus arrangement, (d) any arrangement
providing termination allowance, severance or similar benefits, (e) any equity
compensation plan, (f) any deferred compensation plan and (g) any compensation
policy and practice, but excluding in any event any Employee Benefit Plan.

6.10 "Business Day" shall mean any day on which the principal offices of
the Commission in Washington, D.C. are open to accept filings, or, in the case
of determining a date when any payment is due, any day on which banks are not
required or authorized to close in New York, New York or Boston, Massachusetts.

6.11 "Certificate of Merger" is defined in Section 1.1.

6.12 "Certificates" is defined in Section 1.5.

6.13 "Childs" is defined in the preamble preceding the Recitals.

6.14 "Closing" is defined in Section 1.2.

6.15 "Closing Date" is defined in Section 1.2.

6.16 "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended, as set forth in Section 4980B of the Code and Part 6 of
Title I of ERISA.

6.17 "Code" shall mean the United States Internal Revenue Code of 1986,
and the rules and regulations thereunder, all as from time to time in effect,
or any successor law, rules or regulations, and any reference to any statutory
or regulatory provision shall be deemed to be a reference to any successor
statutory or regulatory provision.

6.18 "Commission" shall mean the Securities and Exchange Commission or any
successor Authority.

6.19 "Company" is defined in the preamble preceding the Recitals.

6.20 "Company Benefit Arrangement" shall mean any Benefit Arrangement
maintained by Company or any of its Subsidiaries, or any ERISA Affiliates of
Company or any of its Subsidiaries, covering any employees, directors or former
directors of Company or any of its Subsidiaries or any ERISA Affiliates of
Company or any of its Subsidiaries, and the beneficiaries of any of them.

6.21 "Company Common Stock" is defined in the Recitals

6.22 "Company Consents" is defined in Section 2.25.

6.23 "Company Convertible Securities" shall mean any Convertible
Securities directly or indirectly convertible into or exchangeable for shares
of Company Common Stock.

6.24 "Company Employee" shall mean any present employee of Company or
any of its Subsidiaries.

6.25 "Company Employee Plans" is defined in Section 2.5.
<PAGE>
6.26 "Company Option Securities" shall mean any Option Securities for
the purchase or other acquisition of shares of Company Common Stock.

6.27 "Company Option Security Price" is defined in Section 1.4.

6.28 "Company SEC Reports" is defined in Section 2.2.

6.29 "Company Stockholder Approval" is defined in Section 4.5.

6.30 "Company Stockholders Meeting" is defined in Section 4.5.

6.31 "Constituent Corporations" is defined in the preamble preceding
the Recitals.

6.32 "Contractual Obligation" shall mean, with respect to any Person, any
term, condition, provision, representation, warranty, agreement, covenant,
undertaking, commitment, indemnity or other obligation set forth or which is
outstanding or existing under any Instrument (including without limitation any
Instrument relating to or evidencing any indebtedness or capital lease
obligation) to which such Person is a party or by which it or any of its
properties is bound.

6.33 "Convertible Securities" shall mean, with respect to any Person,
any evidences of indebtedness, shares of capital stock (other than common
stock) or other securities directly or indirectly convertible into or
exchangeable for shares of common stock, whether or not the right to convert or
exchange thereunder is immediately exercisable or is conditioned upon the
passage of time, the occurrence or non-occurrence or existence or non-existence
of some other Event, or both.

6.34 "Disbursing Agent" is defined in Section 1.5.

6.35 "Disbursing Agent Agreement" is defined in Section 1.5.

6.36 "Disclosure Schedule" shall mean the disclosure schedule dated
as of the date of this Agreement heretofore delivered by Company to Childs and
Acquiror.

6.37 "Dissenting Shares" is defined in Section 1.4.

6.38 "Distribution" shall mean, with respect to any Person: (a) the
declaration or payment of any dividend on or in respect of any shares of any
class of capital stock of such Person; (b) the purchase, redemption or other
retirement of any shares of any class of capital stock of such Person or any
shares of capital stock of any Subsidiary owned by a Person other than such
Person or a wholly owned Subsidiary of such Person; and (c) any other
distribution on or in respect of any shares of any class of capital stock of
such Person or any shares of capital stock of any Subsidiary owned by a Person
other than such Person or a wholly owned Subsidiary of such Person.

6.39 "DGCL" is defined in the Recitals.

6.40 "Effective Time" is defined in Section 1.1.

6.41 "Employee Benefit Plan" shall mean any benefit plan, as defined
in Section 3(3) of ERISA.
<PAGE>
6.42 "Encumber" or "Encumbrance" shall mean any of the following:
mortgage; lien (statutory or other); preference, priority or other security
agreement, arrangement or interest; hypothecation, pledge or other deposit
arrangement; assignment; charge; levy; executory seizure; attachment;
garnishment; encumbrance (including any easement, exception, variance,
reservation or limitation, right of way, zoning restriction, building or use
restriction, and the like); conditional sale, title retention or other similar
agreement, arrangement, device or restriction; preemptive or similar right; any
financing lease involving substantially the same economic effect as any of the
foregoing; the filing of any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction; restriction on sale, transfer,
assignment, disposition or other alienation; or any option, equity, claim or
right of or obligation to, any other Person, of whatever kind and character.

6.43 "Entity" shall mean any corporation, firm, unincorporated
organization, association, partnership, limited liability company, a trust
(inter vivos or testamentary), an estate of a deceased, insane or incompetent
individual, business trust, joint stock company, joint venture or other
organization, entity or business, whether acting in an individual, fiduciary or
other capacity, or any Authority.

6.44 "Environmental Claim" means any notice received by Company or
any of its Subsidiaries of violation, action, claim, Environmental Lien,
demand, abatement or other order or direction (conditional or otherwise) by any
Authority or any other Person for personal injury (including sickness, disease
or death), tangible or intangible property damage, damage to the environment,
pollution, contamination or other adverse effects on the environment, or for
fines, penalties or restrictions resulting from or based upon (a) the existence
of an Environmental Release (including, without limitation, a sudden or non-
sudden accidental or non-accidental Environmental Release) of, or exposure to,
any Hazardous Material, noxious odor or illegal audible noise in, into or onto
the environment (including, without limitation, the air, soil, surface water or
groundwater) at, in, by, from or related to any property presently or formerly
owned, operated or leased by any of Company or its Subsidiaries or any
activities or operations thereon; (b) the transportation, storage, treatment or
disposal of Hazardous Material in connection with any property presently or
formerly owned, operated or leased by any of Company or its Subsidiaries or
their operations or facilities; or (c) the violation, or alleged violation, of
any Environmental Law relating to environmental matters connected with any
property presently or formerly owned, leased or operated by any of Company or
its Subsidiaries.

6.45 "Environmental Costs and Liabilities" means any and all losses,
liabilities, obligations, damages, fines, penalties, judgments, actions,
claims, costs and expenses (including, without limitation, fees, disbursements
and expenses of legal counsel, experts, engineers and consultants and the costs
of investigation and feasibility studies and Remedial Action) arising from or
under any Environmental Law or contract, agreement or similar arrangement with
any Authority or other Person required under any Environmental Law.

6.46 "Environmental Law" shall mean any Law relating to or otherwise
imposing liability or standards of conduct concerning pollution or protection
of the environment or health or safety, occupational or other, including
without limitation Laws relating to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals, noises, odors or
industrial, toxic or hazardous substances, materials or wastes, including
without limitation Hazardous Materials, whether solid, liquid or gaseous in
<PAGE>
nature and whether as matter or energy, into the environment (including,
without limitation, ambient air, surface water, ground water, mining or
reclamation or mined land, land surface or subsurface strata) or otherwise
relating to the manufacture, processing, generation, distribution, use,
treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants, chemicals or industrial, toxic or hazardous substances or wastes,
whether solid, liquid or gaseous in nature, including without limitation any
Law relating to reporting, licensing, permitting, investigation and remediation
of any of the foregoing. Environmental Laws shall include without limitation
the Comprehensive Environmental Response, compensation and Liability Act (42
U.S.C. Section 9601 et seq.), the Hazardous Material Transportation Act (49
U.S.C. Section 1801 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.), the Clean Water Act (Federal Water Pollution
Control Act) (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601
et seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the
Endangered Species Act (16 U.S.C. Section 1531 et seq.), the Emergency Planning
and Community Right-to-Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.), the Federal
Insecticide, Fungicide Rodenticide Act (7 U.S.C. Section 136 et seq.), the
Food, Drug and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Medical Waste
Tracking Act of 1988, Pub. L. No. 100-582, 102 Stat. 2950 (1988), and the
Surface Mining Control and Reclamation Act of 1977 (30 U.S.C. Section 1201 et
seq.), as such laws have been amended or supplemented from time to time, and
any analogous present or future federal, state, local or foreign statutes,
including transfer of ownership notification statutes.

6.47 "Environmental Lien" means any Encumbrance arising under any
Environmental Law.

6.48 "Environmental Permit" means any permit, approval,
authorization, license, variance, registration or permission required under any
applicable Environmental Law.

6.49 "Environmental Release" means any release, spill, emission,
leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal,
discharge, dispersal, leaching, or migration on or into the indoor or outdoor
environment or into or out of any property not authorized under any
Environmental Permit and requiring notification under any applicable
Environmental Law.

6.50 "ERISA" is defined in Section 2.5.

6.51 "ERISA Affiliate" shall mean a Person and/or such Person's
Subsidiaries or any trade or business (whether or not incorporated) which is
under common control with such Person's or such Person's Subsidiaries or which
is treated as a single employer with such Person or any Subsidiary of such
Person under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(f)
of ERISA.

6.52 "Event" shall mean the occurrence or existence of any act,
action, activity, circumstance, condition, event, fact, failure to act,
incident or practice, or any set or combination of any of the foregoing.

6.53 "Exchange Act" shall mean the Securities Exchange Act of 1934, and
the rules and regulations of the Commission thereunder, all as from time to
time in effect, or any successor law, rules or regulations, and any reference
<PAGE>
to any statutory or regulatory provision shall be deemed to be a reference to
any successor statutory or regulatory provision.

6.54 "Fairness Opinion" shall mean the opinion of Piper Jaffray to
the effect that the consideration to be received by the holders of shares of
Company Common Stock in the Merger is fair from a financial point of view to
such holders.

6.55 "GAAP" shall mean, with respect to any Person, except to the extent
that a deviation therefrom is expressly required by this Agreement, generally
accepted accounting principles applied on a consistent basis (a) as set forth
in Opinions of the Accounting Principles Board of the American Institute of
Certified Public Accountants ("AICPA") and/or in statements of the Financial
Accounting Standards Board that are applicable in the circumstances as of the
date in question, (b) when not inconsistent with such opinions and statements,
as set forth in other AICPA publications and guidelines and/or (c) that
otherwise arise by custom for the particular industry. The requirement that
such principles be consistently applied means that the accounting principles in
a current period are comparable in all material respects to those applied in
preceding period. All accounting and financial terms used in this Agreement,
all determinations and computations required to be made pursuant to the
provisions of this Agreement, and the compliance with each covenant contained
in this Agreement that relates to financial matters shall, except as otherwise
specifically provided to the contrary, be determined in accordance with GAAP as
defined in this paragraph.

6.56 "Gains Taxes" is defined in Section 2.25.

6.57 "Governmental Authorizations" shall mean all approvals, concessions,
consents, exemptions, franchises, licenses, permits, plans, registrations and
other authorizations of and all reports to and filings with all Authorities.

6.58 "Hazardous Material" means any substance, material or waste which is
regulated by any Authority in jurisdictions in which any of Company or its
Subsidiaries operates, including, (a) any material, substance or waste which is
defined as a "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," "restricted hazardous waste," "contaminant,"
"toxic waste" or "toxic substance" under any provision of Environmental Law,
and (b) petroleum, petroleum products, asbestos and polychlorinated biphenyls.

6.59 "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvement Act
of 1976, and the rules and regulations thereunder, all as from time to time in
effect, or any successor law, rules or regulations, and any reference to any
statutory or regulatory provision shall be deemed to be a reference to any
successor statutory or regulatory provision.

6.60 "Indemnified Parties" is defined in Section 4.10.

6.61 "Instrument" shall mean any agreement, bond, contract, debenture,
indenture, lease, letter of credit, mortgage, note, commitment, memorandum,
certificate, notice, document or other writing (whether by formal agreement,
letter or otherwise), or any oral arrangement, understanding or commitment,
under which any debt, liability or other obligation is evidenced, assumed or
undertaken, or any lien (or right or interest therein) is granted, perfected or
exists.
<PAGE>
6.62 "Intellectual Property" shall mean, with respect to any Person, any
and all research, information, inventions, designs, procedures, developments,
discoveries, improvements, patents and applications therefor, trademarks and
applications therefor, service marks, tradenames, copyrights and applications
therefor, trade secrets, drawing, plans, systems, methods, specifications,
computer software programs, tapes, discs and related data processing software
owned by such Person or in which it has an interest and all other manufactur-
ing, engineering, technical, research and development data and know-how made,
conceived, developed and/or acquired by such Person, which relate to the
manufacture, production or processing of any products developed or sold by such
Person or which are within the scope of or usable in connection with such
Person's business as it may, from time to time, hereafter be conducted or
proposed to be conducted.

6.63 "IRS" or the "Service" is defined in Section 2.5.

6.64 "Law" shall mean any action, approval, authorization, code, consent
decree, constitution, demand, decree, directive, enactment, finding, guideline,
injunction, interpretation, judgment, law, license, order, ordinance, permit,
policy statement, proclamation, promulgation, regulation, requirement, rule,
rule of law, rule of public policy, settlement agreement, statute, or writ, or
the common law, or any particular section, part or provision thereof, or any
interpretation, directive, guideline or request (whether or not having the
force of law), of any Authority, including without limitation the judicial
systems thereof, or any particular section, part or provision thereof.

6.65 "Lease" shall mean any lease of property, whether real, personal or
mixed.

6.66 "Legal Action" shall mean, with respect to any Person, any litigation
or legal or other actions, arbitrations, investigations, proceedings or suits,
at law or in arbitration, equity or admiralty (whether or not purported to be
brought on behalf of such Person) affecting such Person or any of its business
or property or assets.

6.67 "Material Adverse Effect" or "Material Adverse Change" in respect of
any Person shall mean any change, effect or circumstance that, individually or
when taken together with all other such changes, effects or circumstances that
have occurred prior to the date of determination of the occurrence of the
Material Adverse Effect, (a) is or is reasonably likely to be materially
adverse to the business, operations, properties, financial condition or results
of operations of such Person and its Subsidiaries taken as a whole, or (b) does
or is reasonably likely to delay or prevent the consummation of the
transactions contemplated hereby.

6.68 "Material Agreement" or "Material Commitment" shall mean, with
respect to any Person, any Contractual Obligation which (a) was not entered
into in the ordinary course of business, (b) was entered into in the ordinary
course of business which (i) involves the purchase, sale or lease of goods or
materials or performance of services aggregating more than $250,000, (ii)
extends for more than twelve (12) months, or (iii) is not terminable on thirty
(30) days' or less notice without penalty or other payment or (c) involves
indebtedness for money borrowed or capital lease obligations in excess of
$250,000.

6.69 "Merger" is defined in the Recitals.
<PAGE>
6.70 "Merger Price" is defined in Section 1.4.

6.71 "Multiemployer Plan" shall mean a multiemployer plan, as defined in
Sections 3(37) and 4001(a)(3) of ERISA.

6.72 "1995 Company Balance Sheet" is defined in Section 3.4.

6.73 "Option Securities" shall mean all rights, options and warrants, and
calls or commitments evidencing the right, to subscribe for, purchase or
otherwise acquire shares of capital stock or Convertible Securities, whether or
not the right to subscribe for, purchase or otherwise acquire is immediately
exercisable or is conditioned upon the passage of time, the occurrence or
non-occurrence or the existence or non-existence of some other Event.

6.74 "Organic Documents" shall mean, with respect to any Entity, the
instrument, as from time to time in effect, filed by such Entity under the laws
of its jurisdiction of organization for the purpose of effecting such
organization, its by-laws, partnership agreement, management agreement,
operating agreement and all stockholder, partner and member agreements, voting
trusts and similar arrangements applicable to any of its capital stock,
partnership interests or membership interests.

6.75 "PBGC" is defined in Section 2.5.

6.76 "Pension Plan" shall mean any employer pension benefit plan, as
defined in Section 3(2) of ERISA.

6.77 "Permitted Encumbrances" shall mean the following: (a) liens for
taxes, assessments and governmental charges not yet due and payable; (b) rights
reserved to any Authority to regulate the affected property; (c) as to leased
assets, interests of lessors and encumbrances affecting the interests of the
lessors; and (d) leases, encumbrances or restrictions that do not in any
material respect, individually or in the aggregate, affect or impair the value
or use of the affected asset or property.

6.78 "Permitted Investments" is defined in Section 1.5.

6.79 "Person" shall mean any natural individual or any Entity.

6.80 "Piper Jaffray" is defined in Section 2.22.

6.81 "Private Authorizations" shall mean all franchises, permits,
licenses, approvals, consents, concessions and other authorizations of or
filings with all Persons (other than Authorities) including without limitation
those with respect to patents, trademarks, service marks, trade names,
copyrights, computer software programs, technology and know-how.

6.82 "Prohibited Transaction" shall mean a transaction that is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under
Section 4975 of the Code or Section 408 of ERISA, respectively.

6.83 "Proxy Statement" is defined in Section 2.21.

6.84 "Remedial Action" means all actions required under any applicable
Environmental Law or otherwise undertaken by any Authority, including any
capital expenditures, required or undertaken to (a) clean up, remove, treat, or
in any other way address any Hazardous Material; (b) prevent an Environmental
<PAGE>
Release or the threat of an Environmental Release, or minimize any further
Environmental Release so it does not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; (c)
perform pre-remedial studies and investigations or post-remedial monitoring and
care; or (d) bring facilities on any property owned, operated or leased by any
of Company or its Subsidiaries and operations conducted thereon into compliance
with any applicable Environmental Law or Environmental Permit.

6.85 "Representatives" is defined in Section 5.1.

6.86 "Reportable Event" shall mean a "reportable event", as defined in
Section 4043 of ERISA, whether or not the reporting of such event to the
Pension Benefit Guaranty Corporation has been waived.

6.87 "Schedule 13E-3" is defined in Section 2.21

6.88 "Securities Act" shall mean the Securities Act of 1933, as amended.

6.89 "Securities Purchase Agreement" is defined in the Recitals.

6.90 "Subsidiary" shall mean, with respect to any Person, any Entity
a majority of the capital stock ordinarily entitled to vote for the election of
directors, or if no such voting stock is outstanding a majority of the equity
interests, of which is owned directly or indirectly by such Person or any other
Person which is a Subsidiary of such Person.

6.91 "Surviving Corporation" is defined in Section 1.1.

6.92 "Tax" or "Taxes" shall mean all taxes, charges, fees, imposts, levies
or other assessments, including, without limitation, all net income, franchise,
profits, gross receipts, capital, sales, use, ad valorem, value added,
transfer, transfer gains, inventory, capital stock, license, withholding,
payroll, employment, social security, unemployment, excise, severance, stamp,
occupation, real or personal property, and estimated taxes, water, rent and
sewer service charges, custom duties, fees, assessments and charges of any kind
whatsoever, together with any interest and any penalties, fines, additions to
tax or additional amounts thereon, imposed by any taxing authority or other
Authority (federal, state, local or foreign) and shall include any transferee
liability in respect of Taxes.

6.93 "Tax Return" shall mean any return, declaration, report, estimate,
information return or statement required to be filed in respect of any Taxes.

6.94 "Termination Date" is defined in Section 7.1.

6.95 "Transfer" shall mean any sale, assignment, conveyance, transfer or
other disposition, mortgage, pledge or other Encumbrance, lease, exchange,
abandonment, parting with control of, gift, granting of an option or proxy or
other act of alienation.

6.96 "Transaction Document" shall mean any Instrument executed or to be
executed in connection with the consummation of the Merger and the other
transactions contemplated hereby, whether or not expressly referred to in this
Agreement.
<PAGE>
SECTION 7. TERMINATION.

7.1 Termination. Anything contained in this Agreement to the contrary
notwithstanding, this Agreement may be terminated and the Merger and the other
transactions contemplated by this Agreement may be abandoned at any time prior
to the Effective Time, whether before or after the Company Stockholder
Approval:

(a) By mutual agreement of the parties duly authorized by the board
of directors of each party; or

(b) By Childs or the Company if the Merger shall not have been
consummated on or before March 30, 1997 (the "Termination Date"); or

(c) By Childs or the Company if the Securities Purchase Agreement
shall have been terminated pursuant to Section 8.1 thereof; or

(d) By either party, if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling (which order, decree, ruling or action the
parties hereto shall use their best efforts to lift or reverse), in each case
permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement, and such order, decree, ruling or other action
shall have become final and nonappealable; or

(e) (i) By Company, if both (A) it is not in material breach of any
of its representations, warranties or covenants contained herein or in any
Transaction Document and (B) there has been a material breach of a
representation or warranty in this Agreement by Childs, Acquiror Parent or
Acquiror, or a material breach by Childs, Acquiror Parent or Acquiror of any
covenant set forth herein, or a failure of any condition to which the
obligations of Company hereunder are subject, and such breach or failure cannot
be cured by the Termination Date and has not been waived, or (ii) by Childs,
Acquiror Parent and Acquiror, if both (A) neither Childs, Acquiror Parent nor
Acquiror is in material breach of any of its representations, warranties or
covenants contained herein or in any Transaction Document and (B) there has
been a material breach of a representation or warranty in this Agreement by
Company, or a material breach by Company of any covenant set forth herein, or a
failure of any condition to which the obligations of Childs, Acquiror Parent
and Acquiror hereunder are subject, and such breach or failure cannot be cured
by the Termination Date and has not been waived; or

(f) By Childs, Acquiror Parent or Acquiror if the Board of Directors
of Company shall have (A) withdrawn or modified (including by amendment of the
Proxy Statement) , in a manner adverse to Acquiror, its approval or
recommendation of this Agreement or the Merger or any of the transactions
contemplated hereby, (B) failed to include such recommendation in the Proxy
Statement, (C) approved or recommended any Acquisition Proposal from any Person
other than Childs, Acquiror Parent or Acquiror or (D) resolved to do any of the
foregoing.

In the event of any termination pursuant to this Section (other than
pursuant to paragraph (a)), written notice setting forth the reasons thereof
shall forthwith be given by the terminating party to the other party and, in
the case of paragraph (d), such termination may not occur unless the breach or
failure set forth in such notice shall not have been cured by the earlier to
<PAGE>
occur of (x) the Termination Date and (y) the seventh (7th) day after such
written notice.

7.2 Effect of Termination. In the event of termination of this Agreement
pursuant to Section 7.1, this Agreement shall forthwith become void, there
shall be no liability on the part of any party, or any of its respective
stockholders, partners, officers or directors, to the other and all rights and
obligations of each party shall cease; except that such termination shall not
relieve any party from liability for any misrepresentation or breach of any of
its warranties, covenants or agreements set forth in this Agreement.

SECTION 8. GENERAL PROVISIONS.

8.1 Effectiveness of Representations and Warranties. All representations,
warranties, covenants and agreements made in this Agreement or in any
agreement, instrument, other document or certificates delivered in connection
with the transactions contemplated hereby shall be deemed material and relied
on by each party notwithstanding any investigation made by it or on its behalf.
The representations, warranties and agreements in this Agreement shall
terminate at the Effective Time or upon the termination of this Agreement
pursuant to Section 7.1, as the case may be, except for those covenants and
agreements contained herein that by their terms apply or are to be performed in
whole or in part after the Effective Time. Nothing in this Section 8.1 shall
relieve any party for any breach of any representation, warranty or agreement
in this Agreement occurring prior to termination.

8.2 Entire Agreement. This Agreement (which term, unless the context
otherwise specifically requires, includes any exhibits or schedules hereto and
all agreements, instruments, other documents and certificates delivered
pursuant hereto or thereto) constitutes the entire agreement between the par-
ties with respect to the subject matter hereof and supersedes all prior
agreements, arrangements, covenants, promises, conditions, understandings,
inducements, representations and negotiations, expressed or implied, written or
oral, between them as to such subject matter, including, without limitation,
any so-called "letters of intent" and confidentiality agreements with respect
thereto.

8.3 Waivers; Amendments. Anything in this Agreement to the contrary
notwithstanding, amendments to and modifications of this Agreement may be made,
required consents and approvals may be granted, compliance with any term,
covenant, agreement, condition or other provision set forth herein may be
omitted or waived, and misrepresentations and breaches of warranties may be
waived, either generally or in a particular instance and either retroactively
or prospectively with, but only with, the written consent of the party entitled
to the benefit thereof.

8.4 Assignment; Successors and Assigns. This Agreement shall not be
assignable by either party without the prior written consent of the other. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, legal representatives, successors
and permitted assigns, including, without limitation, successors by operation
of law pursuant to any merger, consolidation or sale of assets involving any of
the parties. Nothing in this Agreement expressed or implied is intended to and
shall not be construed to confer upon or create in any person (other than the
parties hereto and their permitted successors and assigns) any rights or
<PAGE>
remedies under or by reason of this Agreement, including without limitation any
rights to enforce this Agreement.

8.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
facsimile, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 8.5):

If to Childs, Acquiror Parent or Acquiror, at:

c/o J.W. Childs Associates, L.P.
One Federal Street
Boston, Massachusetts 02110
Attention: Mr. Steven G. Segal
Facsimile: 617-753-1101

with copies to:

Christopher Cabot, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
Facsimile: 617-338-2880

and

Robert L. Friedman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Facsimile: 212-455-2502

If to Company, at:

Central Tractor Farm & Country, Inc.
3915 Delaware Avenue
Des Moines, Iowa 50313
Attention: President
Facsimile: 515-266-4229

with a copy to:

David C. Chapin, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Facsimile: 617-951-7050

or to such other person(s), telex or facsimile number(s) or address(es) as the
party to receive any such communication or notice may have designated by
written notice to the other party.

8.6 Severability. If any provision of this Agreement shall be held or
deemed to be, or shall in fact be, invalid, inoperative, illegal or unenforce-
able as applied to any particular case in any jurisdiction or jurisdictions, or
<PAGE>
in all jurisdictions or in all cases, because of the conflicting of any
provision with any constitution or statute or rule of public policy or for any
other reason, such circumstance shall not have the effect of rendering the
provision or provisions in question invalid, inoperative, illegal or
unenforceable in any other jurisdiction or in any other case or circumstance or
of rendering any other provision or provisions herein contained invalid,
inoperative, illegal or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute or rule
of public policy, but this Agreement shall be reformed and construed in any
such jurisdiction or case as if such invalid, inoperative, illegal or
unenforceable provision had never been contained herein and such provision
reformed so that it would be valid, operative and enforceable to the maximum
extent permitted in such jurisdiction or in such case, except when such
reformation and construction would operate as an undue hardship on either
party, or constitute a substantial deviation from the general intent and
purpose of such party as reflected in this Agreement.

8.7 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, binding upon all the parties hereto,
notwithstanding that all the parties are not signatories to the original or the
same counterpart. In pleading or proving any provision of this Agreement, it
shall not be necessary to produce more than one of such counterparts.

8.8 Section Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

8.9 Further Acts. Each of the parties hereto agrees to do all such things
and execute and deliver all such further instruments, agreements and documents
and to take all such further action as any other party may reasonably request
in order to effectuate the terms and conditions of this Agreement.

8.10 Governing Law. Except for provisions required to be governed by
the General Corporation Law of the State of Delaware, the validity,
interpretation, construction and performance of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware applicable to contracts made and performed in such jurisdiction and,
in any event, without giving effect to any choice or conflict of laws provision
or rule that would cause the application of domestic substantive laws of any
other jurisdiction.

8.11 Consent to Jurisdiction and Service. To the extent permitted by
Applicable Law, hereby absolutely and irrevocably consents and submits to the
jurisdiction of the courts of the State of Delaware and of any Federal Court
located in the said jurisdiction in connection with any actions or proceedings
brought against it by any other party to this Agreement arising out of or
relating to this Agreement and hereby irrevocably agrees that all claims in
respect of any such action or proceeding may be heard and determined in any
such court.

8.12 No Presumption. This Agreement shall be construed without regard
to any presumption or other rule requiring construction against the party
causing this Agreement to be drafted.
<PAGE>
IN WITNESS WHEREOF, and have each caused this Agreement to be entered into
and signed, effective and delivered as of the date first-above written.

COMPANY:

CENTRAL TRACTOR FARM
& COUNTY, INC.

By: /s/ Dean Longnecker
Name: Dean Longnecker
Title: Exec. Vice President - Finance

CHILDS:

J.W. CHILDS EQUITY PARTNERS, L.P.

By: J.W. CHILDS ADVISORS, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

ACQUIROR PARENT:

JWC HOLDINGS I, INC.

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

ACQUIROR:

JWC ACQUISITION I, INC.

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President
<PAGE>

Exhibit 3
---------

Execution Copy
SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is dated as of
November 27, 1996, by and among each of the undersigned securityholders
(individually, a "Securityholder" and collectively, the "Securityholders") of
Central Tractor Farm & Country, Inc., a Delaware corporation ("Company"), J.W.
Childs Equity Partners, L.P., a Delaware limited partnership ("Childs"), and
JWC Acquisition I, Inc., a Delaware corporation and an indirect, wholly-owned
subsidiary of Childs ("Acquiror").

RECITALS

A. Each Securityholder is the beneficial and record owner of the number
of shares, if any, of common stock, par value $.01 per share, of Company
("Company Common Stock") and Company option securities ("Company Option
Securities") set forth opposite such Securityholder's name on Schedule A
hereto.

B. Each Securityholder is the beneficial and record owner of Company
Convertible Securities, if any, and Company Option Securities, if any, (which
under existing circumstances may be converted into or exercised for the number
of shares of Company Common Stock set forth opposite each such Securityholder's
name on Schedule A hereto) set forth opposite such Securityholder's name on
Schedule A hereto.

C. Securityholders desire to sell and transfer (the "Disposition"), and
Acquiror desires to purchase, all shares of Company Common Stock and Company
Option Securities beneficially owned by Securityholders for $14.00 per share,
on the terms and conditions set forth in this Agreement.

D. Childs, Acquiror, JWC Holdings I, Inc., a Delaware corporation and a
subsidiary of Childs ("Acquiror Parent"), and Company have concurrently
herewith entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which (i) Acquiror has agreed to pay $14.25 per share (the "Merger
Price") for all the issued and outstanding shares of Company Common Stock,
excluding the Disposition Shares (as defined herein) being sold pursuant to
this Agreement, and (ii) Acquiror will be merged with and into Company (the
"Merger"), with Company continuing as the surviving corporation.

E. In consideration for the agreements contained herein, prior to the
date hereof, and prior to the time at and date on which Childs, Acquiror Parent
or Acquiror became an "interested stockholder" for purposes of Section 203 of
the DGCL, the board of the directors of the Company has approved the agreements
of the Securityholders provided in this Agreement.

F. In order to induce Childs, Acquiror Parent and Acquiror to enter into
the Merger Agreement, the Securityholders wish to make certain representations,
warranties, covenants and agreements in connection with the Merger.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
<PAGE>
ARTICLE I

DEFINITIONS

1.1 Definitions. Terms defined in the singular shall have a
comparable meaning when used in the plural, and vice versa. The reference to
any gender shall be deemed to include all genders. Capitalized terms used
herein (including in the recitals) but not otherwise defined herein shall have
the respective meanings ascribed thereto in the Merger Agreement. The
following terms shall have the following meanings:

"beneficially own" shall have the meaning set forth in Rule
13d-3 under the Securities Exchange Act of 1934, as amended.

"Representatives" shall have the meaning set forth in Section
3.4.

"Topping Fee" means, a fee payable by Childs to the
Securityholders, which shall be pro rata in accordance with the number
of Disposition Shares (as defined in Section 2.1) acquired from each
Securityholder pursuant to this Agreement, as an addition to the
Aggregate Purchase Price (as defined in Section 2.2(b) hereof), equal
to (x) 50% of the excess, if any, of any cash or non-cash consideration
received by Childs, Acquiror or any of their Affiliates in connection
with a Topping Fee Event, over the aggregate consideration which would
have been payable to the Securityholders in respect of the Disposition
Shares (calculated using the $14.25 per share Merger Price); provided
that, (i) if the consideration received by Childs or Acquiror or such
Affiliates shall be securities listed on a national securities exchange
or traded on the NASDAQ National Market ("NASDAQ"), the per share value
of such consideration shall be equal to the closing price per share
listed on such national securities exchange or NASDAQ on the date such
transaction is consummated and (ii) if the consideration received by
Childs, Acquiror or such Affiliates shall be in a form other than
securities, the per share value shall be determined in good faith as of
the date such transaction is consummated by Childs and the
Securityholders, or, if Childs and the Securityholders cannot reach
agreement, by a nationally recognized investment banking firm
reasonably acceptable to the parties. In determining the fair market
value of the aggregate consideration received or to be received by a
Securityholder in connection with a Topping Fee Event, all relevant
factors shall be considered including, without limitation, the nature
and timing of the consideration to be paid and the presence of
contingent consideration or of contingent liabilities; provided,
however, that in any event, if, during the 12 month period following
the date of this Agreement, the outstanding shares of Company Common
Stock shall have been changed into a different number of shares or a
different class by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of
shares, the aggregate consideration received or to be received by a
Securityholder in connection with a Topping Fee Event shall be
correspondingly adjusted to reflect such stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of
shares.
<PAGE>
"Topping Fee Event" means, (a) a direct or indirect sale or
other disposition by Childs or its Affiliates (other than the Company
pursuant to an offering of its shares of Company Common Stock) of
shares of Company Common Stock, (b) a merger or consolidation of
Company or any of its Subsidiaries with or into another Entity, (c) a
sale or other disposition of all or substantially all of the assets of
Company and its Subsidiaries (whether in one or more transactions) or
(d) any other extraordinary transaction involving Company or any of its
Subsidiaries or any of their respective assets, in each case in which
Childs or any of its Affiliates (other than the Company pursuant to an
offering of its shares of Company Common Stock) receives, cash or non-
cash consideration with respect to any of its shares of Company Common
Stock, provided that such sale, other disposition, merger,
consolidation or other extraordinary transaction is consummated (or a
definitive written agreement with respect thereto is entered into)
within twelve (12) months after the date of this Agreement.

ARTICLE II

SALE OF SECURITIES AND TERMS OF PAYMENT

2.1. The Sale. (a) Initial Disposition. Upon the terms and
subject to the conditions of this Agreement, on the date hereof the
Securityholders will sell, assign, transfer and deliver to Acquiror, and
Acquiror will accept and purchase from Securityholders (the "Initial
Disposition"), 1,048,214 aggregate shares of Company Common Stock (the "Initial
Disposition Shares"). The number of Initial Disposition Shares to be sold by
each of the Securityholders on the date hereof is set forth opposite such
Securityholder's name in Schedule A to this Agreement under the column "Number
of Initial Disposition Shares".

(b) Second Disposition. Upon the terms and subject to the
conditions of this Agreement, on the Second Disposition Effective Date (as
hereinafter defined) the Securityholders will sell, assign, transfer and
deliver to Acquiror, and Acquiror will accept and purchase from the
Securityholders (the "Second Disposition"), (i) 5,783,515 shares of Company
Common Stock, and (ii) the Common Stock Purchase Warrant No. 1 (the "Warrant")
issued on October 5, 1994 (collectively, the "Second Disposition Shares"; and
together with the Initial Disposition Shares, the "Disposition Shares"). The
number of Second Disposition Shares to be sold by each of the Securityholders
on the Second Disposition Effective Date is set forth opposite such
Securityholder's name on Schedule A to this Agreement under the column "Number
of Second Disposition Shares".

2.2. Purchase Price; Manner of Payment. Upon the terms and
subject to the conditions contained in this Agreement, in reliance upon the
representations, warranties and agreements of the Securityholders contained
herein, and in consideration of the Initial Disposition and the Second
Disposition:

(a) On the date hereof Acquiror will pay or cause to be paid
to each Securityholder, in the form of a bank check or certified check payable
to the order of such Securityholder, an amount equal to the product of (x)
$14.00 times (y) the number of Initial Disposition Shares to be sold by such
Securityholder (the "Initial Purchase Price"); and
<PAGE>
(b) On the Second Disposition Effective Date, Acquiror will
pay or cause to be paid to each Securityholder, in immediately available funds
by wire transfer to bank accounts designated three (3) business days in advance
by each of the Securityholders or in the form of a bank check or certified
check payable to each of the Securityholders, an amount equal to (i) in the
case of Second Disposition Shares which are shares of Company Common Stock, the
product of (x) $14.00 times (y) the number of Second Disposition Shares to be
sold by such Securityholder, and (ii) in the case of Second Disposition Shares
which are Company Option Securities, a cash payment equal to the product of (x)
the number of shares of Company Common Stock subject to such Company Option
Security and (y) the excess, if any, of $14.00 over the per share exercise
price of the Company Option Security (the "Second Disposition Price" and,
together with the Initial Purchase Price, the "Aggregate Purchase Price").

2.3 Delivery of Stock Certificates. (a) In consideration for
the Initial Purchase Price, each Securityholder shall deliver to Acquiror on
the date hereof a certificate or certificates representing all of the Initial
Disposition Shares owned by such Securityholder which certificates shall name
Acquiror as the owner of such Initial Disposition Shares.

(b) In consideration for the Second Disposition Price, each
Securityholder shall deliver to the Acquiror on the Second Disposition
Effective Date a certificate or certificates representing all of the Second
Disposition Shares owned by such Securityholder together with stock powers duly
executed and endorsed in blank and the Warrant.

Article III

THE SECOND DISPOSITION CLOSING

3.1 Time and Place of Closing. Upon the terms and subject to
the conditions contained in this Agreement, the closing of the Second
Disposition (the "Second Disposition Closing") will take place at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017
at 10:00 a.m. on the first business day following the date on which all of the
conditions to each party's obligations hereunder set forth in Article VI hereof
have been satisfied or waived, or such other place or time or both as the
parties may agree; provided however, that in no event will the Second
Disposition Closing occur on or before December 16, 1996. The date and time on
which the Second Disposition Closing actually occurs and the transactions
contemplated in connection therewith become effective is hereinafter referred
to as the "Second Disposition Effective Date".

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE SECURITYHOLDERS

4.1 Representations and Warranties of the Security-
holders. Each Securityholder represents and warrants, severally but not
jointly, to Childs and Acquiror as follows:

(a) Ownership of Company Securities. Such Securityholder
is the beneficial owner of the shares of Company Common Stock, Company
<PAGE>
Convertible Securities and/or Company Option Securities set forth opposite such
Securityholder's name on Schedule A, free and clear of all Encumbrances. There
are no rights, agreements, arrangements or commitments of any character to
which such Securityholder is a party relating to the pledge, disposition or
voting of any shares of capital stock of Company or any of its Subsidiaries
that are owned by such Securityholder or which may be issued to such
Securityholder upon a conversion of Company Convertible Securities or exercise
of Company Option Securities, and there are no voting trusts or voting
agreements with respect to any of such shares or securities. The shares of
Company Common Stock and Company Convertible Securities or Company Option
Securities set forth opposite such Securityholder's name on Schedule A
constitute all of the outstanding shares of capital stock of Company and all
Company Convertible Securities and Company Option Securities owned beneficially
or of record by such Securityholder and, except as disclosed in Schedule A,
such Securityholder does not own beneficially or of record any other capital
stock of Company or Company Convertible Securities or Company Option
Securities.

(b) Authority to Execute and Perform Agreements. Such
Securityholder has the full legal right and power and all authority required to
enter into, execute and deliver this Agreement and to perform fully such
Securityholder's obligations hereunder. The execution and delivery of this
Agreement by such Securityholder have been duly authorized by all requisite
organizational action, if any, on the part of such Securityholder. This
Agreement has been duly executed and delivered and constitutes the legal, valid
and binding obligation of such Securityholder enforceable against such
Securityholder in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws now or hereafter in effect generally affecting
creditors' rights or by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law.

(i) The execution and delivery by such Securityholder
of this Agreement do not, and the consummation of the transactions
contemplated hereby will not, (A) conflict with or result in any
violation of or default (with or without notice or lapse of time or
both) under (I) the Organic Documents of such Securityholder, (II) any
Contractual Obligation or Private Authorization of such Securityholder,
(III) any Applicable Law or (B) create or give rise to any Encumbrance
on any of the shares of Company Common Stock, Company Convertible
Securities or Company Option Securities set forth opposite such
Securityholder's name on Schedule A.

(ii) Except for compliance with and filings under the
HSR Act and compliance with the provisions of Section 203 of the DGCL,
no Governmental Authorizations or Private Authorizations are required
to be obtained or made by such Securityholder in connection with the
execution and delivery by such Securityholder of this Agreement or the
consummation of the transactions contemplated hereby.

(d) Information Supplied. None of the information
specifically supplied or to be supplied by such Securityholder with respect to
such Securityholder for inclusion or incorporation by reference in the Proxy
Statement or Schedule 13E-3 will, at the date such documents are first
published, sent or given to the stockholders of Company, at the time of the
<PAGE>
Company Stockholders Meeting or at the Effective Time, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.

4.2 Representations and Warranties of Childs and
Acquiror. Each of Childs and Acquiror represents and warrants to the
Securityholders:

(a) Authority to Execute and Perform Agreements. Each of
Childs and Acquiror has the full legal right and power and all authority
required to enter into, execute and deliver this Agreement and to perform fully
their obligations hereunder. The execution and delivery of this Agreement by
Childs and Acquiror has been duly authorized by all requisite organizational
action, if any, on the part of each of Childs and Acquiror. This Agreement has
been duly executed and delivered and constitutes the legal, valid and binding
obligation of each of Childs and Acquiror enforceable against each of Childs
and Acquiror in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws now or hereafter in effect generally affecting
creditors' rights or by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law.

(b) No Conflicts; Consents.

(i) The execution and delivery by each of Childs and Acquiror
of this Agreement do not, and the consummation of the transactions
contemplated hereby and by the Merger Agreement will not, conflict with
or result in any violation of or default (with or without notice or
lapse of time or both) under (A) the Organic Documents of such person,
(B) any Contractual Obligation or Private Authorization of such person
or (C) any Applicable Law.

(ii) Except for compliance with and filings under the HSR Act
and compliance with the provisions of Section 203 of DGCL, no
Governmental Authorizations or Private Authorizations are required to
be obtained or made by such Securityholder in connection with the
execution and delivery by such Securityholder of this Agreement or the
consummation of the transactions contemplated hereby or by the Merger
Agreement.

(c) Financing. Acquiror Parent or Acquiror (as the case may
be) has all funds, or appropriate commitments for funds (complete copies of
which have been provided to Company), necessary for the purchase of all
outstanding shares of Company Common Stock and Company Option Securities held
by the Securityholders pursuant to this Agreement.

(d) Purchase from Affiliate; Restrictions on Transfer. (i)
Childs and Acquiror acknowledge that Securityholders are "affiliates" of
Company and, accordingly, any shares of Company Common Stock, Company
Convertible Securities and Company Option Securities acquired hereunder will be
"restricted securities" within the meaning of Rule 144 under the Securities Act
and the certificates evidencing any such securities will bear a legend thereon
regarding restrictions on resale.

(ii) Acquiror is purchasing the Disposition Shares (as
defined in Section 2.1 hereof) for its own account and not with a view to, or
<PAGE>
for resale in connection with, the distribution thereof in violation of the
Securities Act.

(iii) Each of Childs and Acquiror has such knowledge and
experience in financing and business matters so as to be capable of evaluating
the merits and risks of such investment, is able to incur a complete loss of
such investment and to bear the economic risk of such investment for a long
period of time. Childs is an "accredited investor" as that term is defined in
Regulation D under the Securities Act.

(iv) Each of Childs and Acquiror have made its own inquiry
and investigation into, and based thereon will have formed an independent
judgment concerning, the business, assets, financial condition, results of
operations and liabilities of Company and its Subsidiaries. In connection with
such inquiry and investigation, Childs and Acquiror have received certain
estimates, projections, forecasts, plans and budgets and other forward-looking
information, and Childs and Acquiror acknowledge that (i) there are
uncertainties inherent in the preparation of any such information and they have
taken and will take full responsibility for making their own evaluation of the
accuracy, adequacy and reliability of all such estimates, projections,
forecasts, plans, budgets and other forward-looking information, and (ii) the
Securityholders have not made, and are not hereby making, any representation or
warranty with respect to such information or otherwise relating to the
business, assets, financial condition, results of operations or liabilities of
Company and its Subsidiaries.

ARTICLE V

COVENANTS

5.1 No Disposition of Securities. Each Securityholder
agrees that such Securityholder shall not, except pursuant to this Agreement,
sell, transfer, pledge, hypothecate, encumber or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
the sale, transfer, pledge, hypothecation, encumbrance or other disposition of,
any of or any interest in any of the shares of Company Common Stock, Company
Convertible Securities or Company Option Securities, or shares of Company
Common Stock issuable upon conversion of any such Company Convertible
Securities or exercise of any such Company Option Securities, set forth
opposite such Securityholder's name on Schedule A. Each Securityholder agrees
that (a) the certificates representing the shares of Company Common Stock and
Company Convertible Securities and Company Option Securities owned by such
Securityholder shall bear a legend indicating that such shares or securities,
as the case may be, are subject to this Agreement, which legend may be removed
upon termination of this Agreement, (b) any attempted or purported transfer of
Company Common Stock, Company Convertible Securities or Company Option
Securities in violation of this Section 5.1 shall be null and void and without
effect, and (c) Company shall not be required to enter in its stock or other
records, or reflect, recognize or give effect to for any purpose, any transfer
of securities of Company in violation of this Agreement.

5.2 Voting Arrangements. Each Securityholder agrees that,
except pursuant to this Agreement, it shall not grant any proxies, deposit any
shares of Company Common Stock into a voting trust or enter into any voting
agreement with respect to any shares of Company Common Stock now owned
beneficially or of record by such Securityholder, other than proxies to vote
such shares at any annual or special meeting of stockholders of Company on
<PAGE>
matters unrelated to the matters set forth in Section 7.1 hereof.

5.3 Satisfaction of Conditions to the Merger. Each
Securityholder agrees that, subject to the fiduciary duty of any of its
Representatives (as hereinafter defined) serving as a director of Company, such
Securityholder, in its capacity as such, shall assist and cooperate with the
parties to the Merger Agreement in doing all things necessary, proper or
advisable under Applicable Laws as promptly as practicable to consummate and
make effective the Merger and the other transactions contemplated by the Merger
Agreement. Each Securityholder agrees that it shall not take any action that
would or is reasonably likely to result in any of its representations and
warranties set forth in this Agreement being untrue as of the date made.

5.4 No Solicitation. Each Securityholder agrees that such
Securityholder shall not, nor shall it authorize or permit any of its partners,
officers, affiliates, employees, agents, investment bankers, attorneys,
financial advisors or other representatives (collectively, "Representatives")
to, directly or indirectly, solicit, initiate or encourage (including by way of
furnishing information or assistance) or take other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably be
expected to lead to, an Acquisition Proposal from any Person other than Childs,
Acquiror Parent and Acquiror, or engage in any discussions or negotiations
relating thereto or in furtherance thereof or accept or enter into any
agreement with respect to any Acquisition Proposal; provided, however, that,
notwithstanding any other provision of this Agreement, if a Representative of
such Securityholder is a director of Company, such Representative may take any
action in such Person's capacity as a director that the Board of Directors of
Company would be permitted to take in accordance with Section 4.5 and Section
4.8 of the Merger Agreement. Subject to the foregoing, such Securityholder
shall immediately cease and cause to be terminated any existing solicitation,
initiation, encouragement, activity, discussion or negotiation with any parties
conducted heretofore by such Securityholder or any of its Representatives with
respect to any of the foregoing.

5.5 Topping Fee. In the event that any Topping Fee Event
shall occur, Childs shall pay to the Securityholders any Topping Fee due to the
Securityholders in connection with such Topping Fee Event. Payment of such
Topping Fee to the Securityholders shall be due immediately following the
consummation of the related Topping Fee Event and shall be payable in
immediately available funds by wire transfer to accounts designated in writing
by the Securityholders.

5.6 Prepayment of Company Convertible Securities. Each
Securityholder hereby consents and agrees, notwithstanding any term, provision
or condition contained in any Company Convertible Securities to the contrary,
to the prepayment by Company on the Second Disposition Effective Date of all of
the outstanding principal, together with all accrued and unpaid interest
thereon, of the Company Convertible Securities now or hereafter owned
beneficially or of record by such Securityholder, and waives any and all
provisions and requirements under such Company Convertible Securities for the
payment of any prepayment penalty, premium or similar amount in connection with
any such prepayment. Each Securityholder acknowledges and agrees that such
prepayment shall constitute payment in full and satisfaction of each such
Company Convertible Security so prepaid, and agrees to surrender each such
Company Convertible Security to Company on the Second Disposition Effective
Date against such prepayment.
<PAGE>
5.6 Cooperation. Each of the parties hereto shall use
reasonable efforts or take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under Applicable
Laws to consummate and make effective the transactions contemplated by this
Agreement, including using its reasonable efforts to obtain all necessary or
appropriate waivers, consents and approvals, to effect all necessary filings
and submissions, including without limitation filings under the HSR Act.

ARTICLE VI

CLOSING CONDITIONS

6.1 Conditions to Obligations of Securityholders, Childs
and Acquiror. The respective obligations of the Securityholders, Childs and
Acquiror to effect the Second Disposition shall be subject to the satisfaction
or waiver (subject to Applicable Law) of the following conditions on or prior
to the Second Disposition Closing Date:

(a) No Change in Law; No Opposition. No Authority shall have
enacted, issued, promulgated, enforced or entered any law, order, executive
order, stay, decree, judgment, injunction or other order or statute, rule or
regulation which is in effect and which has the effect of making the
acquisition of shares of Company Common Stock by Childs, Acquiror Parent or
Acquiror or any Affiliate of any of them illegal or otherwise preventing or
prohibiting consummation of the transactions contemplated hereby or by the
Merger Agreement.

(b) HSR Act. The filing and waiting period requirements
under the HSR Act relating to the consummation of the Second Disposition shall
have expired or been terminated.

6.2 Conditions to Obligations of Childs and Acquiror. The
obligations of Acquiror and Childs to effect the Second Disposition shall be
further subject to the fulfillment at or prior to the Second Disposition
Effective Date of the following conditions, any one or more of which may be
waived by Acquiror or Childs:

(a) The Securityholders shall be in compliance in all material
respects with the agreements contained in this Agreement required to be
performed and complied with by them as of the Second Disposition Effective
Date, and the representations and warranties of Securityholders set forth in
this Agreement shall be true and correct in all material respects (without
giving effect to any qualifications as to materiality contained in any such
representation) as of the date of this Agreement and as of the Second
Disposition Closing Date as though made at and as of the Second Disposition
Closing Date, and Childs and Acquiror shall have received certificates to that
effect signed by each Securityholder.

(b) Company shall be in compliance in all material respects
with the agreements contained in the Merger Agreement required to be performed
and complied with by it as of the Second Disposition Effective Date, and the
representations and warranties of Company set forth in the Merger Agreement
shall be true and correct in all material respects (without giving effect to
any qualifications as to materiality contained in any such representation) as
of the date of the Merger Agreement and as of the Second Disposition Closing
Date as though made at and as of the Second Disposition Closing Date, and
<PAGE>
Childs and Acquiror shall have received certificates to that effect signed by
the Company.

(c) Board Resignation. If requested by Childs, each
Securityholder shall have caused the persons on the Board of Directors of
Company who are designees of such Securityholders to resign from their
positions on the Board of Directors of Company effective as of the Second
Disposition Effective Date.

(d) No Material Adverse Change. There shall not have occurred
any event or change in circumstances involving Company or any of its
Subsidiaries that, individually or when taken together with all other such
events or changes in circumstances, is or is reasonably likely to be materially
adverse to the business, operations, properties, financial condition or results
of operations of Company and its Subsidiaries taken as a whole, or does or is
reasonably likely to delay or prevent the consummation of the transactions
contemplated by this Agreement or the Merger Agreement.

(e) Consents. Company shall have obtained consents to the
assignment and continuation of all Contractual Obligations which, in the
judgment of Childs, require such consents, provided, that this condition shall
be deemed satisfied with respect to landlords' consents and other consents and
approvals relating to the ownership and operation of the Company's and its
Subsidiaries' stores if all such consents and approvals are obtained with
respect to stores whose annual store level cash contribution in the year ended
November 2, 1996 aggregated at least 90% of the consolidated store level cash
contribution of the Company and its Subsidiaries for such year.

(f) Affiliate Transactions. Each of the Contractual
Obligations between (a) the Company or any of its Subsidiaries and (b) the
Securityholders or Butler Capital Corporation, or their respective Affiliates,
officers, directors, employees, agents, partners, or stockholders shall have
been terminated (except for any agreements relating to the purchase of
inventory from entities controlled by Butler Capital Corporation).

(g) Financing. The closings of the financings described in
each of the commitment letters, dated November 26, 1996, of Fleet National Bank
and NationsBank, N.A. sufficient to provide funds to consummate the Second
Disposition shall have taken place.

6.3 Conditions to Obligations of the Securityholders. The
obligations of the Securityholders to effect the Second Disposition shall be
further subject to the fulfillment at or prior to the Second Disposition
Effective Date of the following conditions, any one or more of which may be
waived by the Securityholders:

(a) Childs and Acquiror shall be in compliance in all material
respects with the agreements contained in this Agreement required to be
performed and complied with by them as of the Second Disposition Effective
Date, and the representations and warranties of Childs and Acquiror set forth
in this Agreement shall be true and correct in all material respects as of the
date of this Agreement and as of the Second Disposition Closing Date as though
made at and as of the Second Disposition Closing Date, and the Securityholders
shall have received certificates to that effect signed by Childs, Acquiror
Parent and Acquiror.
<PAGE>
(b) Childs, Acquiror Parent and Acquiror shall be in
compliance in all material respects with the agreements contained in the Merger
Agreement required to be performed and complied with by them as of the Second
Disposition Closing Date, and the representations and warranties of Childs,
Acquiror Parent and Acquiror set forth in the Merger Agreement shall be true
and correct in all material respects (without giving effect to any
qualifications as to materiality contained in any such representation) as of
the date of the Merger Agreement and as of the Second Disposition Closing Date
as though made at and as of the Second Disposition Closing Date, and Company
shall have received certificates to that effect signed by Childs, Acquiror
Parent and Acquiror.

ARTICLE VII

PROXY;
WAIVER OF RIGHTS

7.1 Proxy. (a) Each Securityholder hereby agrees that,
during the term of this Agreement, at any meeting of the stockholders of
Company, however called, and at every adjournment thereof, and in any action by
written consent of the stockholders of Company, to (i) vote all of the shares
of Company Common Stock then owned by such Securityholder in favor of the
adoption of the Merger Agreement as in effect on the date hereof (as such
agreement may be amended (A) as contemplated by Section 8.3 of the Merger
Agreement or (B) with the consent of such Securityholder) and each of the other
transactions contemplated thereby and any action required in furtherance
thereof, (ii) vote such shares against any action or agreement that would
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of Company under the Merger Agreement, and
(iii) vote such shares against any Acquisition Proposal or any other action or
agreement that, directly or indirectly, is inconsistent with or that would, or
is reasonably likely to, directly or indirectly, impede, interfere with or
attempt to discourage the Merger or any other transaction contemplated by the
Merger Agreement, including but not limited to (I) any extraordinary corporate
transaction (other than the Merger on the terms set forth in the Merger
Agreement), such as a merger, consolidation, business combination,
reorganization, recapitalization or liquidation involving Company or any of its
Subsidiaries, (II) a sale or transfer of a material amount of assets of Company
or any of its Subsidiaries, (III) any redemption of securities of Company or
any of its Subsidiaries, or (IV) any material change in Company's
capitalization, corporate structure or business; provided, however, that, if a
Representative of such Securityholder is a director of Company, nothing herein
shall be construed to obligate such Representative to act in such
Representative's capacity as a director in any manner which conflicts with such
Person's fiduciary duties as a director of Company.

(b) In furtherance of the foregoing, (i) each Securityholder
hereby appoints Childs and the proper officers of Childs and its general
partners, and each of them, with full power of substitution in the premises,
its proxies to vote all such Securityholder's shares of Company Common Stock
now or hereafter owned beneficially or of record by such Securityholder at any
meeting, general or special, of the stockholders of Company, and to execute one
or more written consents or other instruments from time to time in order to
take such action without the necessity of a meeting of the stockholders of
Company, in accordance with the provisions of the preceding paragraph and
(ii) Childs hereby agrees to vote such shares or execute written consents or
<PAGE>
other instruments in accordance with the provisions of the preceding paragraph.

(c) The proxy and power of attorney granted herein shall be
irrevocable during the term of this Agreement, shall be deemed to be coupled
with an interest and shall revoke all prior proxies granted by such
Securityholder. Such Securityholder shall not grant any proxy to any person
which conflicts with the proxy granted herein, and any attempt to do so shall
be void. The power of attorney granted herein is a durable power of attorney
and shall survive the disability or incompetence of such Securityholder.

7.2 Waiver of Appraisal Rights. Each Securityholder
hereby waives its rights to appraisal under Section 262 of the Delaware General
Corporation Law with respect to any shares of Company Common Stock owned by it
or issuable to it in connection with the transactions contemplated by the
Merger Agreement.

7.3 Waiver of Certain Rights. Each Securityholder hereby
waives and agrees not to assert any claims or rights it may have against any
director of Company in respect of approval or adoption of the Merger Agreement
or the consummation of the Merger or the other transactions contemplated
thereby.

ARTICLE VIII

MISCELLANEOUS

8.1 Termination. This Agreement may be terminated at any
time prior to the Second Disposition Effective Date:

(a) by mutual consent of each of the Securityholders and
Childs and Acquiror;

(b) by the Securityholders or Childs or Acquiror at any time
after (i) January 31, 1997 or (ii) February 28, 1997, if on January 31, 1997,
the Second Disposition shall not have been consummated solely because a decree,
ruling, injunction or order against the consummation of the Second Disposition
pursuant to any antitrust law shall be outstanding or any waiting period
applicable to the Second Disposition under the HSR Act shall not have
terminated or expired, (in the case of either (i) or (ii), other than due to
the failure of the party seeking to terminate this Agreement to perform its
obligations under this Agreement required to be performed at or prior to the
Second Disposition Effective Date);

(c) by Childs or Acquiror, if there has been a material
violation or breach by the Securityholders of any agreement, representation or
warranty contained in this Agreement which has rendered the satisfaction of any
condition to the obligations of Childs and Acquiror impossible and such
violation or breach has not been waived by Childs and Acquiror; or

(d) by the Securityholders, if there has been a material
violation or breach by Childs or Acquiror of any agreement, representation or
warranty contained in this Agreement which has rendered the satisfaction of any
condition to the obligations of the Securityholders impossible and such
violation or breach has not been waived by the Securityholders.
<PAGE>
8.2 Amendment. This Agreement may be amended only by a
written instrument executed by the parties or their respective successors or
assigns.

8.3 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
cable, facsimile, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 8.3):

If to Childs or Acquiror, at the addresses and to the Persons
(including the copies) set forth in the Merger Agreement; and

If to any of the Securityholders to:

Butler Capital Corporation
767 Fifth Avenue, 6th Floor
New York, New York 10153
Facsimile: (212) 758-2514
Attention: Gilbert E. Butler

With a copy to:

David C. Chapin, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Facsimile: (617) 951-7050

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

8.5 Applicable Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware without
reference to choice of law principles, including all matters of construction,
validity and performance.

8.6 Severability; Enforcement. The invalidity of any
portion hereof shall not affect the validity, force or effect of the remaining
portions hereof. If it is ever held that any restriction hereunder is too
broad to permit enforcement of such restriction to its fullest extent, each
party agrees that a court of competent jurisdiction may enforce such
restriction to the maximum extent permitted by law, and each party hereby
consents and agrees that such scope may be judicially modified accordingly in
any proceeding brought to enforce such restriction.

8.7 Further Assurances. Each party hereto shall execute
and deliver such additional documents as may be necessary or desirable to
consummate the transactions contemplated by this Agreement.

8.8 Parties in Interest; Assignment. Neither this
Agreement nor any of the rights, interest or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent of the
other parties.
<PAGE>
8.9 Entire Agreement. This Agreement and the Merger
Agreement contain the entire understanding of the parties hereto and thereto
with respect to the subject matter contained herein and therein, and supersede
and cancel all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, respecting such subject matter.
There are no restrictions, promises, representations, warranties, agreements or
undertakings of any party hereto or to the Merger Agreement with respect to the
transactions contemplated by this Agreement and the Merger Agreement other than
those set forth herein or therein or made hereunder or thereunder.

8.10 Specific Performance. The parties hereto agree that
the remedy at law for any breach of this Agreement will be inadequate and that
any party by whom this Agreement is enforceable shall be entitled to specific
performance or injunctive relief in addition to any other appropriate relief or
remedy. Such party may, in its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunctive relief or such other relief
as such court may deem just and proper in order to enforce this Agreement or
prevent any violation hereof and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief or any
requirement for the posting of a bond or other collateral in connection
therewith.

8.11 Headings; References. The section and paragraph
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. All
references herein to "Sections" or "Exhibits" shall be deemed to be references
to Articles or Sections hereof or Exhibits hereto unless otherwise indicated.

8.12 Limited Liability of Partners. Notwithstanding any other
provision of this Agreement, neither the general partner nor the limited
partners, nor any future general or limited partner of any Securityholder,
shall have any personal liability for performance of any obligation of such
Securityholder under this Agreement.

[remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

CHILDS:

J.W. CHILDS EQUITY PARTNERS, L.P.

By: J.W. CHILDS ADVISORS, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner

By: J.W. CHILDS ASSOCIATES, INC.,
its general partner

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

ACQUIROR:

JWC ACQUISITION I, INC.

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

SECURITYHOLDERS:

MEZZANINE LENDING ASSOCIATES I, L.P.

By: MEZZANINE LENDING MANAGEMENT I, its
General Partner

By: /s/ Costa Littas
Name: Costa Littas
Title: Managing Director

MEZZANINE LENDING ASSOCIATES II, L.P.

By: MEZZANINE LENDING MANAGEMENT II,
its General Partner

By: /s/ Costa Littas
Name: Costa Littas
Title: Managing Director
<PAGE>
MEZZANINE LENDING ASSOCIATES III, L.P.

By: MEZZANINE LENDING MANAGEMENT III,
its General Partner

By: /s/ Costa Littas
Name: Costa Littas
Title: Managing Director

SENIOR LENDING ASSOCIATES I, L.P.

By: SENIOR LENDING MANAGEMENT I,
its General Partner

By: /s/ Costa Littas
Name: Costa Littas
Title: Managing Director

BCC INDUSTRIAL SERVICES, INC.

By: /s/ Donald E. Cibak
Name: Donald E. Cibak
Title: Managing Director

Central Tractor Farm & Country, Inc., a Delaware corporation
("Company") hereby consents to the foregoing Securities Purchase Agreement.
Company hereby waives any and all transfer restrictions applicable to any and
all Company Common Stock, Company Convertible Securities and Company Option
Securities held by any of the Securityholders in connection with the transfer
thereof to Childs or Acquiror pursuant to the Initial Disposition or the Second
Disposition (as defined in the foregoing Securities Purchase Agreement),
including without limitation the provisions of Sections 10 and 11 of the
Exchange Agreement, dated as of October 14, 1994, by and among Company, the
Securityholders and certain other parties named therein.

CENTRAL TRACTOR FARM & COUNTRY, INC.

By: /s/ Dean Longnecker
Name: Dean Longnecker
Title: Exec. Vice President - Finance
<PAGE>
<TABLE>
<CAPTION>

Number of
Shares of Company Number of Number of
Company Option Initial Second
Name and Address of Common Company Convertible Securities Disposition Disposition
Securityholder Stock Owned Securities Owned Owned Shares Shares

Mezzanine Lending Associates 562,296 $1,225,510 principal 0 86,275 476,021
I, L.P. amount of Company's 7%
c/o Butler Capital Convertible
Corporation Subordinated Notes due
767 Fifth Avenue 2002, which are
6th Floor convertible into 63,252
New York, NY 10153 shares of Company
Common Stock at any
time at a conversion
price of $19.375 per
share

Mezzanine Lending Associates 4,102,746 $8,941,799 principal 0 629,497 3,473,249
II, L.P. amount of Company's 7%
c/o Butler Capital Convertible
Corporation Subordinated Notes due
767 Fifth Avenue 2002, which are
6th Floor convertible into
New York, NY 10153 461,512 shares of
Company Common Stock at
any time at a
conversion price of
$19.375 per share

Mezzanine Lending Associates 1,161,393 $5,832,691 principal 0 178,196 983,197
III, L.P. amount of Company's 7%
c/o Butler Capital Convertible
Corporation Subordinated Notes due
767 Fifth Avenue 2002, which are
6th Floor convertible into
New York, NY 10153 301,042 shares of
Company Common Stock at
any time at a
conversion price of
$19.375 per share
<PAGE>
Senior Lending Associates, 1,005,294 0 0 154,246 851,048
L.P.
c/o Butler Capital
Corporation
767 Fifth Avenue
6th Floor
New York, NY 10153

BCC Industrial Services, 0 0 230,523 shares 0 230,523 shares
Inc. issuable at a per issuable at a per
c/o Butler Capital share price of $3.59 share price of
Corporation upon the exercise of a $3.59 upon the
767 Fifth Avenue Common Stock Purchase exercise of a
6th Floor Warrant No. 1 issued Common Stock
New York, NY 10153 by Company on October Purchase Warrant
5, 1994 No. 1 issued by
Company on
October 5, 1994

</TABLE>

Exhibit 4
---------

JWC ACQUISITION I, INC.
c/o J.W. Childs Associates, L.P.
One Federal Street
Boston, Massachusetts 02110

November 27, 1996

Mr. James T. McKitrick
c/o Central Tractor
Farm & Country, Inc.
3915 Delaware Avenue
Des Moines, Iowa 50316-0330

Dear Jim:

This letter agreement between us is being entered into contemporaneously
with the execution of an Agreement and Plan of Reorganization (the "Merger
Agreement") by and among Central Tractor Farm & Country, Inc. (the "Company"),
J.W. Childs Equity Partners, L.P., JWC Holdings I, Inc. ("Holdings"), and
JWC Acquisition I, Inc. ("Acquisition"). The Merger Agreement provides for the
merger (the "Merger") of Acquisition with and into the Company, with the
Company to become the surviving corporation. Upon consummation of the Merger,
the Company will be a wholly-owned subsidiary of Holdings. The agreements set
forth herein are subject to the condition subsequent that the "Closing" (as
defined in the Merger Agreement) shall have occurred, and the performance of
the parties hereunder is intended to commence at the "Effective Time" (as
defined in the Merger Agreement) of the Merger. This letter agreement is
entered into by the parties in contemplation of the Merger pursuant to which
the Company will succeed to and assume all the obligations of Acquisition
hereunder as a matter of law.

1. Duties, etc. From and after the Effective Time throughout and
subject to the terms of this agreement, you will be employed as President and
Chief Executive Officer of the Company. In your capacity as an officer and
employee of the Company, you will be accountable to, and will also have such
powers, duties and responsibilities as may from time to time be prescribed by
the Board of Directors of the Company, provided that such duties and
responsibilities are consistent with your executive position. You will perform
and discharge your duties and responsibilities faithfully, diligently, and to
the best of your ability. You will devote substantially all of your working
time and efforts to the business and affairs of the Company.

2. Base Salary. Your base salary will be paid at the rate of $385,000
per year through the end of the Company's next fiscal year. After October 31,
1997, you will be eligible for raises in your base salary in amounts to be
determined by the Board of Directors (it being understood that the Board of
Directors may delegate the authority to act under this agreement to the
Compensation Committee), which raises will increase your base salary by at
least the same percentage as the increase in the prior year's Consumer Price
Index (all urban consumers, U.S. city average). All payments under this
paragraph or any other paragraph of this agreement will be made in accordance
with the regular payroll practices of the Company, reduced by applicable
withholdings.
<PAGE>
3. Bonuses. See Exhibit I attached.

4. Options. See Exhibit II attached.

5. Benefits. You will receive 5 weeks of paid vacation per fiscal year,
prorated for partial years. You will be eligible to participate in all benefit
plans made generally to executives of the Company, as in effect from time to
time, all subject to plan terms and generally applicable Company policies.
These benefit plans will include, without limitation, health insurance,
continuation of the Company's group life insurance coverage at current levels
(i.e. $500,000), disability insurance, the Company's 401(k) plan, etc. The
Company will pay for an annual physical examination for you by a medical doctor
of your choice. The Company will continue to pay monthly dues for membership
in a country club in which the Company currently owns a membership. In
addition, the Company will also pay you a $7,000 per year automobile allowance
and will reimburse you for automobile insurance and maintenance expenses and
normal reimbursable business travel.

6. Nature of Employment; Severance. This agreement is not meant to
constitute a contract of employment for a stated term. This means that you
will retain the right to terminate your employment and officership duties at
any time, and that the Company retains a similar right. However, if (x) the
Company terminates your employment, other than because of your death, because
of your disability for a 180 days in one fiscal year, or for cause (meaning
dishonesty, breach of fiduciary duty, material violation of law or negligent or
willful failure to perform your duties or responsibilities) as determined by
the Company in its reasonable judgment, or (y) you terminate your employment
because the Company removes or fails to re-elect you as President and Chief
Executive Officer (other than for any of the reasons described in clause (x)
above), the Company will, in lieu of all other payments or benefits hereunder
or otherwise, pay you severance payments for a period of 18 months from the
date of termination equal to your base salary at the rate in effect at the time
your employment is terminated, reduced by any compensation you earn during such
18-month period from other businesses (whether as an employee, consultant,
partner or otherwise).

7. Confidentiality. Without the written consent of the Board of
Directors, you will not, during or after the term of your employment with the
Company, disclose to any person or entity (other than a person or entity to
which disclosure is in your reasonable judgment necessary or appropriate in
connection with the performance of your duties as an executive officer of the
Company), any information obtained by you while in the employ of the Company
the disclosure of which may be adverse to the interests of the Company, or use
any such information to the detriment of the Company; provided, however, that
such restriction shall not apply to information generally known to the public
other than as a result of unauthorized disclosure by you.

8. Restricted Activities. You agree that, during the term of your
employment with the Company and for a period of one year thereafter, (a) you
will not, directly or indirectly, be connected as an officer, employee,
consultant, owner or otherwise with any business which competes with any
business of the Company or its subsidiaries in any area where such business is
then being conducted by the Company or a subsidiary, and (b) you will not, and
you will not assist any other person or entity to hire or otherwise seek to
induce employees of the Company or any of its subsidiaries to terminate their
employment.
<PAGE>
9. Stock Purchase; Company Stock Options. It is agreed that Acquisition
will purchase, and you will sell to Acquisition, 81,810 shares of Company
Common Stock acquired by you on the exercise of options therefor after the date
hereof. The purchase price for such shares will be $14 per share, for an
aggregate price of $1,145,340, which will be paid on the later to occur of (i)
January 2, 1997 or (ii) the same time as the closing by Acquisition of its
purchase of all of the shares of Company Common Stock owned by all of the
entities affiliated with Butler Capital Corporation pursuant to a purchase
agreement of even date herewith. At the time of such closing, you will deliver
to Acquisition your stock certificates for such shares identified above
together with stock powers duly endorsed in blank, against payment of the full
purchase price therefor in immediately available funds by wire transfer or
certified or bank check. Such shares must be free of all liens and claims of
third parties. It is also agreed that in the Merger, at the Closing thereof,
you will be entitled to, and you agree to, exchange outstanding options
heretofore granted to you to purchase 183,935 shares of Company Common Stock,
$0.01 par value per share, for options to acquire such number of shares of
Holdings Common Stock having a value at the date of the Merger Closing (based
on the same per share valuation as the common equity investment being made by
J.W. Childs Equity Partners, L.P. and affiliates in connection with the Merger
and related transactions) of $2,575,090. The total aggregate exercise price of
these Holdings stock options will be $578,896. The stock options of JWC
Holdings I, Inc. issued to you in exchange for Company stock options hereunder
will be immediately vested and subject to no restrictions, other than
restrictions on the underlying shares of Common Stock of JWC Holdings I, Inc.
to be contained in a Stockholders Agreement to be executed by all holders of
such Common Stock and securities exchangeable or convertible into shares of
such Common Stock. Key provisions of such a stockholders agreement are
attached hereto as Exhibit III. Acquisition's agreement to purchase shares of
Company Common Stock and Holdings' agreement to permit your exchange stock
options pursuant to this section are made as an inducement to you to enter into
this letter agreement, and any failure by you to sell your shares and exchange
your stock options as herein contemplated and agreed shall render all other
provisions of this letter agreement, including, without limitation, provisions
governing your employment, compensation and benefits, void and of no effect.

10. Miscellaneous. The headings in this agreement are for convenience
only and shall not affect the meaning hereof. This agreement constitutes the
entire agreement between the parties, and supersedes any prior communications,
agreements and understandings, written or oral, with respect to your employment
and compensation and all matters pertaining thereto. If any provision in this
agreement should, for any reason, be held invalid or unenforceable in any
respect, it shall be construed by limiting it so as to be enforceable to the
maximum extent compatible with applicable law. This agreement shall be
governed by and construed in accordance with the substantive laws of the State
of Iowa. All determinations by the Board of Directors hereunder may be made by
them in their sole discretion.

11. Acceptance. In accepting and entering into this agreement, you
represent that you have not relied on any agreement or representation, oral or
written, express or implied, that is not set forth expressly in this agreement.
If the terms of this agreement are acceptable to you, please sign and return a
copy to the undersigned for delivery by the close of business on November 25,
1996 whereupon it shall become a binding agreement between us on the terms
provided herein.
<PAGE>
12. Table 1. A number of provisions in the Exhibits hereto contemplate
achievement of certain objectives by the Company. Those objectives are set
forth in Table 1 attached hereto.

JWC ACQUISITION I, INC.

By: /s/ Steven G. Segal
President

Agreed to and Accepted

/s/ James T. McKitrick
James T. McKitrick

Attachments: Table 1
Exhibit I
Exhibit II
Exhibit III
<PAGE>
TABLE 1

ANNUAL OPERATING CASH FLOW TARGETS

Outlined below are the Operating Cash Flow Targets for vesting
incentive options and for earning bonuses.

Operating Cash Flow for any fiscal year equals earnings before
interest, taxes, depreciation and amortization ("EBITDA") less the amount by
which actual capital expenditures exceed the corresponding target amounts in
the table below:

Target Capital Target Operating
($000s) Expenditures Cash Flow

F.Y.E. 1997 $5,250 $25,896

F.Y.E. 1998 9,023 29,930

F.Y.E. 1999 9,421 34,574

F.Y.E. 2000 9,820 39,229

F.Y.E. 2001 10,218 44,392

Cumulative $43,732 $174,021

(Assumes Company maintains its current fiscal year.)

Adjustments. In the event of an acquisition or disposition of a
significant business or assets (determined in a manner comparable to the
determination of a significant subsidiary under Article 1-02(v) of
Regulation S-X of the Securities and Exchange Commission), financial and other
quantitative targets specified in or determined pursuant hereto shall be
appropriately adjusted by the Board of Directors in good faith based on the
expected contribution to the target amount in question of the assets or
business acquired or disposed.
<PAGE>
EXHIBIT I

CASH BONUS

For each fiscal year, a cash bonus will be paid to the executive if
the Company achieves (based upon the Company's audit) between more than 90% and
100% or less of the Annual Operating Cash Flow Targets for such year set forth
in Table 1. Such cash bonus will equal five percent (5%) of executive's base
salary for such fiscal year for each one percent (1%) by which the Company
exceeds 90% of the Annual Operating Cash Flow Targets and will increase on a
linear basis as illustrated by the following:

Percentage
Achievement of
Bonus as Percent Annual Operating
of Base Salary Cash Flow Targets
---------------- -----------------

0% 90%
5% 91%
15% 93%
20% 94%
25% 95%
30% 96%
35% 97%
40% 98%
45% 99%
50% 100%

In the event that, in any fiscal year, the Company achieves (based
upon the Company's audit) more than 100% of the Annual Operating Cash Flow
Targets, executive's cash bonus for such year shall equal one percent (1%)
of his base salary for each percentage point by which the Company's results
exceed 100% of the Annual Operating Cash Flow Targets. The cash bonus
payable pursuant to this paragraph shall not be subject to any cap or
maximum amount.
<PAGE>
EXHIBIT II

NON-QUALIFIED STOCK OPTIONS
KEY PROVISIONS

1. Options subject to Vesting at Achievement of 100% of Annual Operating
Cash Flow Targets.

Effective at or shortly after the Effective Date of the Merger,
Holdings and the Company will establish a stock option plan pursuant to which
the management group will be granted non-qualified options to acquire, at
"founder's price"<F1>, an aggregate number of shares of common stock of
Holdings equal to four and one-half percent (4.5%) of the outstanding common
stock and common stock equivalents of Holdings, on a fully diluted basis.

The management group which will be entitled to participate in this
option plan will be identified by the Chief Executive Officer, and the
allocation of options among the members of the group will be initially
determined by the Chief Executive Officer, subject to review and ratification
by the Board of Directors.

A. Vesting.

Options granted pursuant to the above plan will vest over a five-year
period based on the Company's achievement of the Annual Operating Cash Flow
Targets set forth in Table 1. An option shall vest and be exercisable with
respect to twenty percent (20%) of the underlying shares for each fiscal year
in which the Company achieves (based on the Company's audit) 100% or more of
the Annual Operating Cash Flow Targets for such year. Unvested portions of
outstanding options will be carried forward and will vest at the conclusion of
the fifth fiscal year set forth in Table 1 if (i) the Company has achieved for
the five-year period specified in Table 1 the cumulative EBITDA target set
forth therein and (ii) the Company's actual EBITDA achievement for F.Y.E. 2001
is greater than that achieved in F.Y.E. 2000. Additionally, the options
granted pursuant to the above plan will vest if the bonus option outlined in
paragraph 3 below is awarded in accordance with its terms.

B. Other Provisions.

Each option shall expire, unless earlier exercised or terminated, ten
years from the date of grant.

In the case of termination of an option holder's employment for cause
or resignation without good reason, to be defined in the option plan, each
option shall terminate at the time of termination of employment.

In the case of termination of an option holder's employment without
cause or his resignation for good reason, again as to be defined in the option
plan, options which have vested at the time of termination/resignation shall
terminate on the 91st day after the date of employment termination or
resignation, and options which have not vested shall terminate immediately.
<PAGE>
If the option holder's employment is terminated due to death or
disability, options which have vested at the time of termination/resignation
shall terminate on the 181st day after the date of employment termination or
death and may be exercised during such period by the holder or his legal
representative or estate, as the case may be, and options which have not vested
shall terminate immediately.

2. Options subject to Vesting at Achievement of 115% of Annual Operating
Cash Flow Targets.

In addition to, or as part of, the option plan outlined in paragraph 1
of this Exhibit II, the management group (to be selected as outlined above)
will also be granted non-qualified options to acquire, again at "founder's
price", an aggregate number of shares of common stock of Holdings equal to
three and two-tenths percent (3.2%) of the outstanding common stock and common
stock equivalents of Holdings, on a fully diluted basis (after taking into
account, without limitation, all options granted pursuant to paragraph 1
above). Such options will be allocated among the management group as outlined
in paragraph 1 above

An option granted pursuant to this paragraph 2 shall vest and be
exercisable with respect to twenty percent (20%) of the underlying shares for
each fiscal year set forth in Table 1 in which the Company achieves (based on
the Company's audit) 115% or more of the Annual Operating Cash Flow Targets for
such year.

Other provisions of the options granted pursuant to this paragraph
will be substantially the same as those granted pursuant to paragraph 1 above.

3. Bonus Options

In the event that within six years after the Effective Time of the
Merger the realized value<F2> of the common equity investment of the
original investment group in Holdings should equal or exceed ten times the
value of such common equity investment at the Effective Time of the Merger, you
will be awarded an option to acquire, again at "founder's price", an aggregate
number of shares of common stock of Holdings which shall equal 1.25% of the
total outstanding common stock and common stock equivalents of Holdings on a
fully diluted basis (after taking into account, without limitation, all options
vested pursuant to paragraphs 1 and 2 above).

The options described in this paragraph 3 shall terminate if not
exercised prior to the termination of the executive's employment with the
Company for any reason.

___________________
[FN]
<F1> I.e., the price per share, as adjusted to reflect subsequent changes in
capitalization, as the initial common equity investment in Holdings made by
J.W. Childs Equity Partners, L.P. and its affiliates for purposes of effecting
the Merger and related transactions.

<F2> For purposes hereof, "realized value" will mean, in general, the cash
or the market value of registered, publicly traded and tradeable, securities
not subject to transfer or Rule 144 restrictions received by the original
investment group in Holdings in the case of the sale of the business of the
Company to any person, firm, entity or group which, together with its
affiliates, prior to such transaction, did not own, directly or indirectly,
more than 50% of the outstanding common equity of the Company.
<PAGE>
EXHIBIT III

STOCKHOLDERS AGREEMENT
KEY PROVISIONS

I. Right of First Refusal.

Transfer of management group shares of common stock, and options to
acquire the same, shall be subject to a right of first refusal in favor of
Holdings and/or certain persons designated by Holdings. The exercise price of
such right shall be the price offered by a bona fide third-party offeree.

II. Call Option; Put Option; Exercise Price.

If a member of the management group's employment is terminated for any
reason before Holdings has completed a qualified public offering, Holdings
and/or certain persons designated by Holdings will have the option to purchase
his common stock and vested options. The exercise price shall be the greater
of fair market value (determined as [EBITDA x 7 -Debt]/Outstanding Shares
(fully diluted)) or cost in all circumstances of termination other than the
manager's termination for cause or his resignation without good reason, in
which instances the exercise price shall be cost.

If the manager's employment is terminated without cause or if the
manager resigns for good reason, in either case before Holdings has completed a
qualified public offering, he shall have the right to put his common stock and
vested options to Holdings and Holdings shall be obligated to purchase the same
(which right and obligation Holdings may assign to certain designated persons)
at a price per share equal to the following formula: [(EBITDA x 6) - Debt]/
Outstanding Shares (fully diluted).

The purchase price of vested options shall, in all instances, be
reduced by the exercise price thereof.

In the case of any call or put exercise, Holdings shall pay the
purchase price in cash if and to the extent that (i) funds are legally
available therefor, (ii) such cash purchase is permitted by the agreements
governing Holdings and the Company's third-party indebtedness, and (iii) and
the Board of Directors in good faith determines that sufficient cash is
available therefor. Any portion of the purchase price not paid in cash shall
be paid by a subordinated promissory note of Holdings, bearing an interest rate
equal to the rate on the Company's senior bank indebtedness and having a
maturity of ten (10) years (subject to (a) mandatory prepayment when and if all
of the conditions in the first sentence of this paragraph are satisfied and (b)
mandatory extension if required by the terms of the agreements governing
Holdings' third-party indebtedness).

Generally, "puts" and "calls" and other transfer restrictions will be
lifted upon consummation by Holdings of a qualifying public offering.
<PAGE>
III. "Tag Along" and "Drag Along".

Management's shares and options shall be subject to "tag along"
provisions whereby in the case of any proposed sale (including a "secondary"
public offering) by J.W. Childs Equity Partners, L.P. (together with certain
transferees and coinvestors) of more than ten percent (10%) of its common stock
equivalents, the seller must offer other members of such founding/management
group the right proportionately to participate in such sale.

If any holder or group holding more than fifty percent (50%) of the
outstanding common stock equivalents proposes to sell 50% or more of such
holding or cause Holdings to enter a change of control transaction, then the
remaining shareholders shall be obligated to sell their shares/options or, as
applicable, consent to such change of control transactions provided that such
sale or transaction provides that all shareholders of Holdings are to receive
the same form of, proportion and per share consideration in connection
therewith.

Exhibit 5
---------

JWC ACQUISITION I, INC.
c/o J.W. Childs Associates, L.P.
One Federal Street
Boston, Massachusetts 02110

November 27, 1996

Mr. G. Dean Longnecker
c/o Central Tractor
Farm & Country, Inc.
3915 Delaware Avenue
Des Moines, Iowa 50316-0330

Dear Dean:

1. Duties, etc. From and after the Effective Time throughout and
subject to the terms of this agreement, you will be employed as Executive Vice
President - Finance of the Company (to be reviewed for promotion before
April 30, 1997). In your capacity as an officer and employee of the Company,
you will be accountable to, and will also have such powers, duties and
responsibilities as may from time to time be prescribed by the Board of
Directors of the Company, provided that such duties and responsibilities are
consistent with your executive position. You will perform and discharge your
duties and responsibilities faithfully, diligently, and to the best of your
ability. You will devote substantially all of your working time and efforts to
the business and affairs of the Company.

2. Base Salary. Your base salary will be paid at the rate of $250,000
per year through the end of the Company's next fiscal year. After October 31,
1997, you will be eligible for raises in your base salary in amounts to be
determined by the Board of Directors (it being understood that the Board of
Directors may delegate the authority to act under this agreement to the
Compensation Committee), which raises will increase your base salary by at
least the same percentage as the increase in the prior year's Consumer Price
Index (all urban consumers, U.S. city average). All payments under this
paragraph or any other paragraph of this agreement will be made in accordance
<PAGE>
with the regular payroll practices of the Company, reduced by applicable
withholdings.

3. Bonuses. See Exhibit I attached.

4. Options. See Exhibit II attached.

6. Nature of Employment; Severance. This agreement is not meant to
constitute a contract of employment for a stated term. This means that you
will retain the right to terminate your employment and officership duties at
any time, and that the Company retains a similar right. However, if (x) the
Company terminates your employment, other than because of your death, because
of your disability for 180 days in one fiscal year, or for cause (meaning
dishonesty, breach of fiduciary duty, material violation of law or negligent or
willful failure to perform your duties or responsibilities) as determined by
the Company in its reasonable judgment, or (y) you terminate your employment
because the Company removes or fails to re-elect you as Executive Vice
President - Finance (other than for any of the reasons described in clause (x)
above), the Company will, in lieu of all other payments or benefits hereunder
or otherwise, pay you severance payments for a period of 12 months from the
date of termination equal to your base salary at the rate in effect at the time
your employment is terminated.

8. Restricted Activities. You agree that, during the term of your
employment with the Company and for a period of one year thereafter, (a) you
will not, directly or indirectly, be connected as an officer, employee,
consultant, owner or otherwise with any business which competes with any
business of the Company or its subsidiaries in any area where such business is
then being conducted by the Company or a subsidiary, and (b) you will not, and
you will not assist any other person or entity to hire or otherwise seek to
induce employees of the Company or any of its subsidiaries to terminate their
employment.
<PAGE>
9. Company Stock Purchase. It is agreed that Acquisition will purchase,
and you will sell to Acquisition, 64,489 shares of Company Common Stock owned
by you on the date hereof. The purchase price for such shares will be $14 per
share, for an aggregate price of $902,846, which will be paid on the later to
occur of (i) January 2, 1997 or (ii) the same time as the closing by
Acquisition of its purchase of all of the shares of Company Common Stock owned
by all of the entities affiliated with Butler Capital Corporation pursuant to a
purchase agreement of even date herewith. At the time of such purchase, you
will deliver to Acquisition your stock certificates for such shares identified
above together with stock powers duly endorsed in blank, against payment of the
full purchase price therefor in immediately available funds by wire transfer or
certified or bank check. Such shares must be free of all liens and claims of
third parties. It is also agreed that in the Merger, at the Closing thereof,
you will be entitled to, and you agree to, exchange 71,429 shares of Company
Common Stock for such number of shares of Holdings Common Stock having a value
at the date of the Merger Closing (based on the same per share valuation as the
common equity investment being made by J.W. Childs Equity Partners, L.P. and
affiliates in connection with the Merger and related transactions) of
$1,000,006. The stock of JWC Holdings I, Inc. issued to you in exchange for
Company Common Stock hereunder will be subject to restrictions on the
underlying shares of Common Stock of Holdings to be contained in a Stockholders
Agreement to be executed by all holders of such Common Stock and securities
exchangeable or convertible into shares of such Common Stock. Key provisions
of such a stockholders agreement are attached hereto as Exhibit III.
Acquisition's agreement to purchase shares of Company Common Stock and
Holdings' agreement to permit you to exchange stock pursuant to this section
are made as an inducement to you to enter into this letter agreement, and any
failure by you to sell your shares and exchange your stock as herein
contemplated and agreed shall render all other provisions of this letter
agreement, including, without limitation, provisions governing your employment,
compensation and benefits, void and of no effect.

12. Table 1. A number of provisions in the Exhibits hereto contemplate
achievement of certain objectives by the Company. Those objectives are set
forth in Table 1 attached hereto.
<PAGE>
JWC ACQUISITION I, INC.

By: /s/ Steven G. Segal
President

Agreed to and Accepted

/s/ G. Dean Longnecker
G. Dean Longnecker

Attachments: Table 1
Exhibit I
Exhibit II
Exhibit III
<PAGE>
TABLE 1

ANNUAL OPERATING CASH FLOW TARGETS

Outlined below are the Operating Cash Flow Targets for vesting
incentive options and for earning bonuses.

Target Capital Target Operating
($000s) Expenditures Cash Flow

F.Y.E. 1997 $5,250 $25,896

F.Y.E. 1998 9,023 29,930

F.Y.E. 1999 9,421 34,574

F.Y.E. 2000 9,820 39,229

F.Y.E. 2001 10,218 44,392

Cumulative $43,732 $174,021

(Assumes Company maintains its current fiscal year.)

CASH BONUS

Percentage
Achievement of
Bonus as Percent Annual Operating
of Base Salary Cash Flow Targets

0% 90%
5% 91%
15% 93%
20% 94%
25% 95%
30% 96%
35% 97%
40% 98%
45% 99%
50% 100%

NON-QUALIFIED STOCK OPTIONS
KEY PROVISIONS

1. Options subject to Vesting at Achievement of 100% of Annual Operating
Cash Flow Targets.

A. Vesting.

B. Other Provisions.

Each option shall expire, unless earlier exercised or terminated, ten
years from the date of grant.

2. Options subject to Vesting at Achievement of 115% of Annual Operating
Cash Flow Targets.

Other provisions of the options granted pursuant to this paragraph
will be substantially the same as those granted pursuant to paragraph 1 above.

3. Bonus Options

In the event that within six years after the Effective Time of the
Merger the realized value<F2> of the common equity investment of the
original investment group in Holdings should equal or exceed ten times the
value of such common equity investment at the Effective Time of the Merger, you
will be awarded an option to acquire, again at "founder's price", an aggregate
number of shares of common stock of Holdings which shall equal 0.75% of the
total outstanding common stock and common stock equivalents of Holdings on a
fully diluted basis (after taking into account, without limitation, all options
vested pursuant to paragraphs 1 and 2 above).

The options described in this paragraph 3 shall terminate if not
exercised prior to the termination of the executive's employment with the
Company for any reason.

____________________
[FN]
<F1> I.e., the price per share, as adjusted to reflect subsequent changes in
capitalization, as the initial common equity investment in Holdings made by
J.W. Childs Equity Partners, L.P. and its affiliates for purposes of effecting
the Merger and related transactions.

STOCKHOLDERS AGREEMENT
KEY PROVISIONS

I. Right of First Refusal.

II. Call Option; Put Option; Exercise Price.

The purchase price of vested options shall, in all instances, be
reduced by the exercise price thereof.

Generally, "puts" and "calls" and other transfer restrictions will be
lifted upon consummation by Holdings of a qualifying public offering.
<PAGE>
III. "Tag Along" and "Drag Along".

Exhibit 6
---------

NationsBank, N.A.
100 North Tryon Street
NC1-007-07-01
Charlotte, NC 28255

November 26, 1996

J.W. Childs Equity Partners, L.P.
JWC Holdings I, Inc.
JWC Acquisition I, Inc.
One Federal Street
21st Floor
Boston, Massachusetts 02110
Attention: Mr. Steven Segal

Re: Acquisition Financing

Dear Mr. Segal:

You have advised NationsBank, N.A. ("NationsBank" or the "Agent") and
NationsBanc Capital Markets, Inc. ("NCMI") that J.W. Childs Equity Partners,
L.P. and certain of its affiliates ("JWC") have formed JWC Holdings I, Inc., a
Delaware corporation ("Holdings") and JWC Acquisition I, Inc., a Delaware
corporation and a wholly-owned subsidiary of Holdings ("Borrower"), for the
purpose of acquiring (the "Acquisition") all of the outstanding common stock,
par value $.01 per share ("Target Stock"), of Central Tractor Farm & Country,
Inc., a Delaware corporation (the "Target") pursuant to a merger agreement and
related agreements (the "Merger Agreement") providing for (i) the purchase by
the Borrower (the "Initial Stock Purchase") of 1,048,214 shares of Target Stock
owned by Butler Capital Corporation and its affiliates ("Target Shareholder")
at a price per share of Target Stock of $14.00, (ii) following the expiration
of all applicable regulatory waiting periods, the purchase by the Borrower (the
"Additional Stock Purchase") of (x) 5,783,515 shares of Target Stock from
Target Shareholder at a price per share of Target Stock of $14.00 and (y)
warrants (the "Warrants") to purchase 230,523 shares of Target Stock from
Target Shareholder at a price per share of Target Stock of $14.00 (or
approximately $10.40 per share net of the exercise price), (iii) concurrently
with the Additional Stock Purchase, the retirement by the Target (the "Note
Retirement") of the $16.0 million aggregate principal amount 7% Convertible
Subordinated Notes due 2002 (the "Convertible Note") issued by the Target to
the Target Shareholder at an aggregate price of $16.0 million, (iv) on January
2, 1997, the purchase by the Borrower of 146,299 shares of Target Stock from
certain members of senior management (the "Management Stock Purchase" and,
collectively with the Initial Stock Purchase and the Additional Stock Purchase,
the "Stock Purchase") of the Target at a price per share of Target Stock of
$14.00 and (v) as soon as practicable following the Additional Stock Purchase,
the merger (the "Merger") of the Target with the Borrower, with the Target
surviving such Merger (as such survivor, the "Company"). The Stock Purchase
will be consummated as soon as possible following the execution and delivery of
the Merger Agreement. Pursuant to the Merger, each share of outstanding Target
Stock will be converted into the right to receive $14.25.
<PAGE>
We understand that approximately $14.7 million of new funds will be required in
order to consummate the Initial Stock Purchase all of which will be provided
through the issuance and sale to JWC for cash of common stock of Holdings (the
proceeds of which will be contributed to the Borrower) (the "Initial Stock
Purchase Financing"). We further understand that approximately $88.0 million
in additional new funds will be required in order to effect the Additional
Stock Purchase and the Management Stock Purchase, to pay the costs and expenses
related to the Additional Stock Purchase and the Management Stock Purchase and
to provide for ongoing debt service after completion of the Additional Stock
Purchase and the Management Stock Purchase. Of such amount: (i) not less than
$50.3 million would be provided through the issuance and sale of equity of
Holdings of which (x) not less than $40.3 million would be provided through the
issuance and sale of common stock of Holdings (the net cash proceeds of which
will be contributed to the Borrower) including not less than $25.3 million in
cash to be provided by JWC (the "Common Equity Financing") and (y) at least
$10.0 million would be provided through the issuance and sale for cash of
preferred stock of Holdings having terms and conditions acceptable to
NationsBank (the "Preferred Equity Financing" and, collectively with the Stock
Purchase Financing and the Common Equity Financing, the "Equity Financing");
and (ii) up to $38.5 million would be provided through term loan and revolving
loan facilities made available to the Borrower (such facilities being referred
to herein as the "Senior Credit Facilities"). You have informed us that the
funds to effect the Note Retirement will be provided through borrowings under a
$38.0 million term and revolving credit loan facility make available by a bank
group lead by Fleet National Bank (the "Fleet Group") to the Target (the
"Target Revolving Facility"). The Acquisition, the Stock Purchase, the Note
Retirement, the Merger, the Equity Financing, the Target Revolving Facility and
the Senior Credit Facilities are herein referred to as the "Transaction."

We also understand that up to approximately $100.5 million of new funds will be
required to complete the Acquisition, to refinance the Senior Credit Facilities
and to pay transaction costs. Of such amount: (i) not less than $100 million
would be provided through the issuance of senior debt securities by the
Borrower (the "Debt Securities"); and (ii) the remainder (together with any
amounts necessary to refinance existing working capital indebtedness) would be
provided through borrowings under the Target Revolving Facility. In addition,
in connection with the Merger we understand that senior management of the
Target ("Management") will retain common stock of the Target (and options to
purchase such common stock) with an aggregate value of up to $5.0 million (the
"Management Rollover"). The Target Revolving Facility, the Debt Securities and
the Management Rollover are herein referred to as the "Merger Financing."

In connection with the foregoing, NationsBank is pleased to advise you of its
commitment to provide the full principal amount of the Senior Credit Facilities
described in the term sheet attached hereto as Annex I (the "Term Sheet").
NCMI is pleased to advise you of its commitment, as Arranger and Syndication
Agent for the Senior Credit Facilities, to form a syndicate of financial
institutions (the "Lenders") reasonably acceptable to you for the Senior Credit
Facilities. All capitalized terms used and not otherwise defined herein shall
have the meanings set forth in the Term Sheet.

The commitments of NationsBank and NCMI hereunder are subject to the
satisfaction of each of the following conditions precedent:

(a) satisfaction of each of the terms and conditions set forth herein
and in the Term Sheet;
<PAGE>
(b) execution by the Borrower, the Target, the Target Shareholder,
Management and/or other appropriate parties of the definitive Merger
Agreement and other related documentation relating to the Transaction,
in form and substance reasonably satisfactory to NationsBank and NCMI;

(c) execution of a fee letter in form and substance satisfactory to
NationsBank and NCMI, among Holdings, JWC, the Borrower, NationsBank
and NCMI prior to or concurrently with the acceptance by Holdings, JWC
and the Borrower of this letter;

(d) the negotiation, execution and delivery of definitive
documentation with respect to the Senior Credit Facilities consistent
with the Term Sheet and otherwise reasonably satisfactory to
NationsBank and NCMI; and

(e) there not having occurred a material disruption of, or a material
adverse change in, financial, banking or capital market conditions, in
each case as reasonably determined by NationsBank and NCMI.

NationsBank will act as Agent for the Senior Credit Facilities and NCMI will
act as Arranger and Syndication Agent for the Senior Credit Facilities. No
additional agents will be appointed without the prior approval of NationsBank
and NCMI.

Furthermore, the commitments of NationsBank and NCMI hereunder are based upon
the financial and other information regarding Holdings, the Borrower, the
Target, and their respective subsidiaries previously provided to NationsBank
and NCMI and are subject to the condition, among others, that there shall not
have occurred after the date of such information, in the reasonable opinion of
NationsBank and NCMI, any material adverse change in the business, assets,
liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of Holdings, the Borrower, the Target, and their
subsidiaries taken as a whole. If information comes to the attention of
NationsBank and NCMI, which information relates to conditions or events not
previously disclosed to NationsBank and NCMI or relating to new information or
additional developments concerning conditions or events previously disclosed to
NationsBank and NCMI which NationsBank and NCMI reasonably believe may have a
material adverse effect on the condition (financial or otherwise), assets,
properties, business, operations or prospects of Holdings, the Borrower, the
Target and their subsidiaries, taken as a whole, NationsBank and NCMI may, in
its sole discretion, suggest alternative financing amounts or structures that
ensure adequate protection for the Lenders or decline to participate in the
proposed financing.

You agree to actively assist NationsBank and NCMI in achieving a syndication of
the Senior Credit Facilities that is satisfactory to NationsBank, NCMI and you.
Syndication of the Senior Credit Facilities will be accomplished by a variety
of means, including direct contact during the syndication between senior
management and advisors of JWC, Holdings, the Borrower, the Target and the
proposed Lenders. To assist NationsBank and NCMI in the syndication efforts,
you hereby agree to (a) provide and cause your advisors to provide NationsBank
and NCMI and the other Lenders upon request with all information reasonably
deemed necessary by NationsBank and NCMI to complete syndication, including but
not limited to information and evaluations prepared by JWC and its advisors, or
on their behalf, relating to the Stock Purchase and the Acquisition, (b) assist
NationsBank and NCMI upon their reasonable request in the preparation of an
Information Memorandum to be used in connection with the syndication of the
<PAGE>
Senior Credit Facilities and (c) otherwise assist NationsBank and NCMI in their
syndication efforts, including by making available officers and advisors of JWC
and the Target from time to time to attend and make presentations regarding the
business and prospects of the Borrower and the Target and their subsidiaries,
as appropriate, at a meeting or meetings of prospective Lenders. You further
agree to refrain from engaging in any additional financings for the Target and
its affiliates (except for the Equity Financing, the Merger Financing and as
otherwise described in this letter or otherwise expressly contemplated by the
Term Sheet) during such syndication process unless otherwise agreed to by
NationsBank and NCMI.

It is understood and agreed that NationsBank and NCMI, after consultation with
you, will manage and control all aspects of the syndication, including
decisions as to the selection of proposed Lenders and any titles offered to
proposed Lenders, when commitments will be accepted and the final allocations
of the commitments among the Lenders. It is understood that no Lender
participating in the Senior Credit Facilities will receive compensation from
you outside the terms contained herein and in the Term Sheet in order to obtain
its commitment. It is also understood and agreed that the amount and
distribution of the fees among the Lenders will be at the sole discretion of
NationsBank and NCMI.

You hereby represent, warrant and covenant that (i) all information, other than
Projections (as defined below), which has been or is hereafter made available
to NationsBank and NCMI or the Lenders by you or any of your representatives in
connection with the transactions contemplated hereby ("Information") is and
will be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein not misleading and (ii)
all financial projections concerning Holdings, the Borrower and the Target that
have been or are hereafter made available to NationsBank and NCMI or the
Lenders by you or any of your representatives ("Projections") have been or will
be prepared in good faith based upon reasonable assumptions. You agree to
furnish us with such Information and Projections as we may reasonably request
and to supplement the Information and Projections from time to time until the
closing date for the Senior Credit Facilities so that the representation and
warranty in the preceding sentence is correct on the such date. In arranging
and syndicating the Senior Credit Facilities, NationsBank and NCMI will be
using and relying on the Information and Projections without independent
verification thereof.

By executing this letter agreement, you agree that in the event the definitive
Merger Agreement is executed by you and the Target, you will reimburse
NationsBank and NCMI for all reasonable out-of-pocket fees and expenses
(including, but not limited to, the reasonable fees, disbursements and other
charges of counsel to NationsBank) incurred in connection with the Senior
Credit Facilities and the preparation of the definitive documentation for the
Senior Credit Facilities and the other transactions contemplated hereby upon
the earlier to occur of (i) the consummation of the Merger and (ii) the
termination of the Merger Agreement.

In the event that NationsBank or NCMI becomes involved in any capacity in any
action, proceeding or investigation in connection with any matter contemplated
by this letter, each of JWC, the Borrower and Holdings, jointly and severally,
will reimburse NationsBank and NCMI for their reasonable legal and other
expenses (including the cost of any investigation and preparation) as they are
incurred by NationsBank or NCMI. Each of JWC, Holdings and the Borrower, also
<PAGE>
jointly and severally agrees to indemnify and hold harmless NationsBank, NCMI
and their affiliates and their respective directors, officers, employees and
agents (the "Indemnified Parties") from and against any and all losses, claims,
damages and liabilities, joint or several, related to or arising out of any
matters contemplated by this letter, unless and only to the extent that it
shall be finally judicially determined that such losses, claims, damages or
liabilities resulted from the gross negligence or willful misconduct of
NationsBank or NCMI.

The provisions of the immediately preceding two paragraphs shall remain in full
force and effect regardless of whether definitive financing documentation shall
be executed and delivered and notwithstanding the termination of this letter
agreement or the commitments of NationsBank and NCMI hereunder.

As described herein and in the Term Sheet, NCMI will act as Arranger and
Syndication Agent for the Senior Credit Facilities. NationsBank reserves the
right to allocate, in whole or in part, to NCMI certain fees payable to
NationsBank in such manner as NationsBank and NCMI agree in their sole
discretion. You acknowledge and agree that NationsBank may share with any of
its affiliates (including specifically NCMI) any information relating to the
Senior Credit Facilities, Holdings, the Borrower, the Target, JWC and their
subsidiaries and affiliates.

This letter agreement may not be assigned by Holdings, the Borrower or JWC
without the prior written consent of NationsBank and NCMI.

If you are in agreement with the foregoing, please execute and return the
enclosed copy of this letter agreement no later than November 26, 1996. This
letter agreement will become effective upon your delivery to us of executed
counterparts of this letter agreement and the fee letter of even date herewith
(the "Fee Letter") and, without limiting the more specific terms hereof and of
the Term Sheet, you agree upon acceptance of this commitment to pay the fees
set forth in the Term Sheet and in the Fee Letter. This commitment shall
terminate if not so accepted by you prior to that time. Following acceptance by
you, this commitment will terminate on January 31, 1997, unless the Senior
Credit Facilities are closed by such time. Except as required by applicable
law, this letter and the Fee Letter and the contents hereof and thereof shall
not be disclosed by you to any third party (including the Target) without the
prior consent of NationsBank and NCMI, other than to your attorneys, financial
advisors and accountants, in each case to the extent necessary in your
reasonable judgment; provided, however, it is understood and agreed that, after
acceptance of this letter by you by execution in the space provided below and
execution by you of the Fee Letter, you may disclose the terms of this letter
to the Target (including its board of directors, senior management and
advisors), Target Shareholder and the Fleet Group in connection with the
Transaction. Without limiting the foregoing, in the event that you disclose the
contents of this letter in contravention of the preceding sentence, you shall
be deemed to have accepted the terms of this letter and the Fee Letter.

Upon consummation of the Additional Stock Purchase and the absolute and
unconditional written assumption by Holdings and the Borrower of JWC's
obligations hereunder, JWC shall be released from all obligations hereunder.

This letter may be executed in counterparts which, taken together, shall
constitute an original. This letter, together with the Term Sheet and the Fee
Letter, embodies the entire agreement and understanding among NationsBank,
NCMI, Holdings, the Borrower and JWC with respect to the specific matters set
<PAGE>
forth herein and supersedes all prior agreements and understandings relating to
the subject matter hereof. No party has been authorized by NationsBank or NCMI
to make any oral or written statements inconsistent with this letter. THIS
LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAW.

This letter supersedes the letter delivered to you by NationsBank and NCMI
dated as of November 21, 1996 relating to the Target and such prior letter is
void and shall have no further force or effect.

[Signature Page Follows]
<PAGE>
Very truly yours,

NATIONSBANK, N.A.

By: /s/ Bradford Jones
Name: Bradford Jones
Title: Attorney In Fact

NATIONSBANC CAPITAL MARKETS, INC.

By: /s/ Bradford Jones
Name: Bradford Jones
Title: Director

Accepted and Agreed to as of the
date first hereunder written:

J.W. CHILDS EQUITY PARTNERS, L.P.

By: J.W. CHILDS ADVISORS, L.P.,
its General Partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its General Partner

By: J.W. CHILDS ASSOCIATES, INC.
its General Partner

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

JWC HOLDINGS I, INC.

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President

JWC ACQUISITION I, INC.

By: /s/ Adam Suttin
Name: Adam Suttin
Title: Vice President<PAGE>
ANNEX I

TERM SHEET

Capitalized terms such in this Term Sheet without definition shall have the
meanings provided in the Commitment Letter to which this Term Sheet is
attached.

BORROWER: JWC Acquisition I, Inc. (the "Borrower"), a special purpose
corporation wholly-owned by JWC Holdings I, Inc.
("Holdings") formed by J.W. Childs Equity Partners, L.P.
and certain of its affiliates ("JWC") for the purpose of
acquiring (the "Acquisition") all of the outstanding
capital stock of Central Tractor Farm & Country, Inc., a
Delaware corporation (the "Target").

GUARANTORS:
The Senior Credit Facilities shall be unconditionally
guaranteed by Holdings and all existing and hereafter
acquired domestic subsidiaries of the Borrower (the
"Guarantors"). All guarantees shall be guarantees of
payment and not of collection.

AGENT: NationsBank, N.A. (the "Agent" or "NationsBank") will act
as sole and exclusive administrative and collateral agent.
As such, NationsBank will negotiate with the Borrower, act
as the primary contact for the Borrower and perform all
other duties associated with the role of exclusive
administrative agent. No other agents or co-agents may be
appointed without the prior written consent of NationsBank
and NationsBanc Capital Markets, Inc. ("NCMI").

ARRANGER &
SYNDICATION AGENT: NCMI.

LENDERS: A syndicate of financial institutions (including
NationsBank) arranged by NCMI, which institutions shall be
acceptable to the Borrower and the Agent (collectively, the
"Lenders").

SENIOR CREDIT
FACILITIES: An aggregate principal amount of up to $38.5 million will
be available under the conditions hereinafter described:

Revolving Credit Facility: $4.1 million revolving credit
facility.

Term Loan Facility: $34.4 million term loan facility.
<PAGE>
PURPOSE: The proceeds of the Term Loan Facility shall be used by
Borrower: (i) to finance, in part, the Additional Stock
Purchase; and (ii) to pay fees and expenses incurred in
connection with the Additional Stock Purchase in an amount
not to exceed $1.0 million. The proceeds of the Revolving
Credit Facility shall be used solely to (i) finance the
Management Stock Purchase and (ii) pay interest, fees and
expenses incurred with respect to the Senior Credit
Facilities.

INTEREST RATES: The Revolving Credit Facility and Term Loan Facility shall
bear interest as set forth on Addendum I hereto.

MATURITY: The Senior Credit Facilities shall terminate and all
amounts outstanding thereunder shall be due and payable in
full upon the earlier to occur of (i) the consummation of
the Merger and (ii) April 30, 1997 (such earlier date, the
"Final Maturity Date").

AVAILABILITY: Revolving Credit Facility: Loans under the Revolving
Credit Facility ("Revolving Credit Loans"), may be made
from time to time prior to the Final Maturity Date for
permitted purposes subject to satisfaction of the
applicable conditions precedent. All amounts outstanding
under the Revolving Loan Facility shall be due and payable
on the Final Maturity Date.

Term Loan Facility: The loans made under the Term Loan
Facility ("Term Loans") will be available in a single
borrowing at Closing. The Term Loan Facility will not be
subject to amortization of principal. All amounts
outstanding under the Term Loan Facility shall be due and
payable on the Final Maturity Date.

SECURITY: Concurrently with the closing (the "Closing") of the
Additional Stock Purchase, the Agent (on behalf of the
Lenders) shall receive a first priority perfected security
interest in (i) all of the Target Stock acquired by the
Borrower in the Initial Stock Purchase, the Additional
Stock Purchase (including the Warrant) and the Management
Stock Purchase and (ii) all other assets of the Borrower,
including all of the Borrower's right, title and interest
in and under the Merger Agreement. All of such collateral
shall not be subject to any other lien or encumbrance. The
Agent (on behalf of the Lenders) shall also receive a first
priority perfected security interest in all other present
and future real and personal property of the Borrower and
its subsidiaries (other than the Target and it
subsidiaries).

The foregoing security shall ratably secure the Senior
Credit Facilities.
<PAGE>
MANDATORY
PREPAYMENTS
AND COMMITMENT
REDUCTIONS: In addition to the required repayment of the Senior Credit
Facilities on the Final Maturity Date, the Senior Credit
Facilities will be prepaid (subject to certain agreed upon
exceptions) by an amount equal to (a) 100% of the net cash
proceeds of all asset sales (including sales of stock of
subsidiaries) by Holdings, the Borrower or any subsidiary
of the Borrower, net of selling expenses and reasonably
estimated taxes; (b) 100% of the net cash proceeds from the
issuance of any debt by the Borrower or any subsidiary
(other than debt incurred to support working capital needs
of the Target and refinancings thereof) and (c) 100% of the
net cash proceeds from the issuance of equity by Holdings,
the Borrower or any subsidiary. Prepayments shall be
applied first, to reduce the Term Loans. In the event the
Term Loan Facility shall have been completely prepaid, the
mandatory payments described above shall be applied to
permanently reduce the amount available under the Revolving
Credit Facility.

OPTIONAL
PREPAYMENTS
AND COMMITMENT
REDUCTIONS: The Borrower may prepay the Senior Credit Facilities in
whole or in part at any time without penalty.

CONDITIONS
PRECEDENT
TO CLOSING: The initial funding under the Senior Credit Facility will
be subject to customary conditions precedent for
transactions of this type, including satisfaction of the
conditions precedent set forth in the Commitment Letter and
to the following conditions precedent:

(i) The negotiation, execution and delivery of definitive
documentation with respect to the Senior Credit Facilities
satisfactory to NCMI, the Agent and the Lenders.

(ii) The execution and delivery of a definitive Merger
Agreement and related documentation (collectively, the
"Definitive Documentation") relating to the Stock Purchase,
the Note Retirement and the Merger reasonably satisfactory
to the Agent and the Lenders, which shall provide that the
price per share of Target Stock paid in the Stock Purchase
shall not exceed $14.00, that the aggregate amount paid in
the Note Retirement does not exceed $16.0 million and that
the price per share of Target Stock paid in the Merger
shall not exceed $14.25; the Initial Stock Purchase, the
Additional Stock Purchase and the Note Retirement shall
have been consummated in accordance with the Definitive
Documentation (and the Convertible Note shall have been
cancelled by the Target), without waiver; upon consummation
of the Initial Stock Purchase, the Additional Stock
<PAGE>
Purchase and the Note Retirement, the Borrower shall own
approximately 63% of the issued and outstanding shares of
Target Stock (calculated on a fully diluted basis), which
shall be sufficient (pursuant to the Target's charter
documents and applicable law) to enable the Borrower
(without the vote of any other shareholder) to approve the
Merger; and NationsBank shall have received satisfactory
evidence that the Board of Directors of Target shall have
approved the Stock Purchase, the Note Retirement, the
Merger and the other transactions contemplated hereby.

(iii) The Equity Financing shall have been consummated on
terms and conditions reasonably acceptable to NationsBank;
and NationsBank shall have received satisfactory evidence
that the Borrower has received a net capital contribution
in cash in respect of common equity in an amount sufficient
to permit the Borrower to consummate the Stock Purchase and
to fund the full amount available under the Senior Credit
Facilities (on the terms provided for in the Commitment
Letter and this Term Sheet) in compliance with all
applicable laws, rules and resolutions (including, without
limitations, the margin rules), under terms and conditions
acceptable to the Agent and the Lenders in their sole
discretion; and the Target Revolving Facility shall have
been completed pursuant to the terms set forth in the
commitment letter of even date herewith provided by Fleet
National Bank and on such other terms as are reasonably
satisfactory to NationsBank, the Fleet Bank Group shall
have funded $16.0 million thereunder to finance the Note
Retirement and such facility shall be in full force and
effect.

(iv) There shall not have occurred a material adverse
change in the business, assets, operations, prospects or
condition (financial or otherwise) of (x) Holdings or the
Borrower or (y) the Target and its subsidiaries taken as a
whole since October 28, 1995.

(v) The Agent shall have received (a) satisfactory opinions
of counsel (which shall cover, among other things,
authority, legality, validity, binding effect and
enforceability of the documents for the Senior Credit
Facilities) and such corporate resolutions, certificates
and other documents as the Agent shall reasonably require
and (b) the satisfactory evidence that the Agent (on behalf
of the Lenders) holds a perfected, first priority lien in
all collateral for the Senior Credit Facilities, subject to
no other liens except for permitted liens to be determined.

(vi) Receipt of all governmental, shareholder and third
party approvals and consents and approvals necessary or, in
the reasonable opinion of the Agent, desirable in
connection with the Stock Purchase and the Note Retirement
and the related financings and other transactions
<PAGE>
contemplated hereby and expiration of all applicable
waiting periods (including Hart-Scott-Rodino clearance)
without any action being taken by any authority that could
restrain, prevent or impose any material adverse conditions
on Holdings, the Borrower or the Target and its
subsidiaries, taken as a whole, or such other transactions
or that could seek or threaten any of the foregoing, and no
law or regulation shall be applicable which in the
reasonable judgement of the Agent could have such effect.

(vii) None of the Stock Purchase, the Note Retirement, the
Merger or the related financing transactions, including the
making of the Loans, shall violate any applicable law, rule
or regulation.

(viii) The absence of any action, suit, investigation or
proceeding pending or threatened in any court or before any
arbitrator or governmental authority that could have a
material adverse effect on Holdings, the Borrower, the
Target or its subsidiaries taken as a whole or any
transaction contemplated hereby (including the Stock
Purchase, the Note Retirement and the Merger) or on the
ability of Holdings, the Borrower or the Target to perform
their respective obligations under the documents to be
executed in connection with the Senior Credit Facility and
the Target Revolving Facility (after giving effect to the
Stock Purchase and the Note Retirement).

(ix) The delivery to NationsBank of audited and unqualified
financial statements of the Target as of November 2, 1996
for the fiscal year then ended prepared in accordance with
generally accepted accounting principles and Regulation S-X
under the Securities Act of 1933, as amended, evidencing to
NationsBank's satisfaction that Target's operating income
before depreciation and amortization (calculated on a pro
forma basis after giving effect to the Transaction in
accordance with Regulation S-X) for the fiscal year ended
November 2, 1996 is at least $21 million.

(x) The Merger Agreement shall be in full force and effect
and there shall be no default (or any event which would
constitute a default upon notice, the passage of time, or
both) by any party thereto; the Borrower shall have
provided to the Agent the written commitment (the "Merger
Financing Commitment") of NationsBridge, L.L.C. to provide
up to $100.0 million of the Merger Financing to the
Borrower, and such commitment shall be in full force and
effect.

REPRESENTATIONS &
WARRANTIES: Usual and customary for transactions of this type, to
include without limitation: (i) corporate status; (ii)
corporate power and authority/enforceability; (iii) no
violation of law or contracts or organizational documents;
(iv) no material litigation; (v) correctness of specified
financial statements and no material adverse change; (vi)
<PAGE>
no required governmental or third party approvals which
have not been obtained and expiration of all applicable
regulatory waiting periods; (vii) use of proceeds/
compliance with margin regulations; (viii) status
under Investment Company Act; (ix) ERISA; (x) environmental
matters; (xi) perfected liens and security interests; (xii)
payment of taxes; (xiii) consummation of the Stock
Purchase; and (xiv) no defaults under the Merger Agreement,
the Target Revolving Facility or the Merger Financing
Commitment, and full force and effect of each such
agreement.

COVENANTS: Usual and customary for transactions of this type, to
include without limitation: (i) delivery of financial
statements and other reports; (ii) delivery of compliance
certificates; (iii) notices of default, material litigation
and material governmental and environmental proceedings;
(iv) compliance with laws; (v) payment of taxes; (vi)
maintenance of insurance; (vii) prohibitions on liens;
(viii) prohibitions on mergers, consolidations and sales of
assets; (ix) prohibitions on incurrence of debt; (x)
prohibitions on dividends and stock redemptions and the
redemption and/or prepayment of other debt; (xi)
prohibitions on investments; (xii) ERISA; (xiii)
prohibitions on transactions with affiliates; (xiv)
prohibitions on capital expenditures; (xv) best efforts to
consummate the Merger as soon as practicable; (xvi) best
efforts to cause the Target to comply with the terms and
conditions (including the covenants) included in the Merger
Agreement, the Target Revolving Facility and the Merger
Financing Commitment.

Holdings and the Borrower shall have agreed that they will
not directly or indirectly engage in any business, activity
or operations other than owning and holding the Target
Stock, consummation of the Merger and activities directly
related thereto. Except pursuant to the Merger, Holdings
and the Borrower shall not be permitted to merge with or
into any of their subsidiaries whether now owned or
hereafter created.

EVENTS OF DEFAULT: Usual and customary in transactions of this nature, and to
include, without limitation, (i) nonpayment of principal,
interest, fees or other amounts, (ii) violation of
covenants, (iii) inaccuracy of representations and
warranties, (iii) cross-default to other material
agreements and indebtedness, (iv) bankruptcy, (v) material
judgments, (vi) ERISA, (vii) margin rules, (viii) actual or
asserted invalidity of (a) any loan documents or security
interest, (b) the Merger Agreement, (c) the Merger
Financing Commitment or (d) the Target Revolving Facility,
(ix) Change in Control of the Borrower or of Holdings,
which shall occur if a person or any group, and any
affiliate of any such person other than JWC and the other
stockholders of Holdings immediately following the
consummation of the Additional Stock Purchase shall
beneficially own, directly or indirectly, any outstanding
<PAGE>
common stock or other voting stock of Holdings or capital
stock of the Borrower or (x) failure of security or any
guarantee.

ASSIGNMENTS/
PARTICIPATIONS: Each Lender will be permitted to make assignments to other
financial institutions approved by the Borrower and the
Agent, which approval shall not be unreasonably withheld.
Lenders will be permitted to sell participations with
voting rights limited to significant matters such as
changes in amount, rate, and maturity date. An assignment
fee of $3,500 is payable by the Lender to the Agent upon
any such assignment by a Lender to another Lender).

WAIVERS &
AMENDMENTS: Amendments and waivers of the provisions of the loan
agreement and other definitive credit documentation will
require the approval of Lenders holding loans and
commitments representing more than 50% of the aggregate
amount of loans and commitments under the Senior Credit
Facilities, except that the consent of all the Lenders
affected thereby shall be required with respect to (i)
increases in commitments amounts, (ii) reductions of
principal, interest, or fees, (iii) extensions of scheduled
maturities or times for payment, (iv) releases of all or
substantially all collateral and (v) releases of all or
substantially all guarantors.

CLOSING: On or before January 31, 1997

GOVERNING LAW: New York

FEES/EXPENSES: As outlined in ADDENDUM I

OTHER: This Term Sheet is intended as an outline only and does not
purport to summarize all the conditions, covenants,
representations, warranties and other provisions which
would be contained in definitive legal documentation for
the Senior Credit Facilities contemplated hereby. All
parties shall waive their right to a trial by jury and
shall consent to non-exclusive jurisdiction.
<PAGE>
ADDENDUM I
FEES AND EXPENSES

COMMITMENT FEE: A 50 basis points per annum (calculated on the basis of
actual number of days elapsed in a year of 360 days)
Commitment Fee calculated on the unused portion of the
Senior Credit Facilities shall commence to accrue upon
Closing of the Senior Credit Facilities and shall be
payable quarterly in arrears.

INTEREST RATE: The Revolving Credit Facility and Term Loan Facility shall
bear interest at a rate equal to LIBOR plus 350 basis
points or the Alternate Base Rate (defined as the higher of
(i) the NationsBank prime rate and (ii) the Federal Funds
rate plus 1/2%) plus 150 basis points.

The Borrower may select interest periods of 1, 2 or 3 for
LIBOR loans, subject to availability.

Following the occurrence of an event of default the
interest rate per annum applicable to all loans shall
increase by 200 basis points.

CAPITAL ADEQUACY
PROTECTION: The usual for transactions and facilities of this type,
including, without limitation, in respect of prepayments,
changes in capital adequacy and capital requirements or
their interpretation illegality, unavailability, and
reserves, without proration or offset.

EXPENSES: In the event the definitive Merger Agreement is executed by
you and the Target, the Borrower will pay all reasonable
costs and expenses associated with the preparation, due
diligence, administration, syndication and enforcement of
all documents executed in connection with the Senior Credit
Facilities, including without limitation, the reasonable
legal fees of the Agent's counsel regardless of whether or
not the Senior Credit Facilities close, upon the earlier to
occur of (i) the consummation of the Merger and (ii) the
termination of the Merger Agreement.

Exhibit 7
---------

NationsBridge, L.L.C.
100 North Tryon Street
NC1-007-07-01
Charlotte, NC 28255

November 26, 1996

J. W. Childs Equity Partners, L.P.
JWC Holdings I, Inc.
JWC Acquisition I, Inc.
One Federal Street
21st Floor
Boston, Massachusetts 02110
Attention: Mr. Steven Segal

Re: Bridge Commitment Letter

Dear Mr. Segal:

You have advised NationsBridge, L.L.C. ("NationsBridge") that J.W. Childs
Equity Partners, L.P. and certain of its affiliates ("JWC") have formed JWC
Holdings I, Inc., a Delaware corporation ("Holdings") and JWC Acquisition I,
Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings
("JWCAC"), for the purpose of acquiring (the "Acquisition") all of the
outstanding common stock, par value $.01 per share ("Target Stock"), of Central
Tractor Farm & Country, Inc., a Delaware corporation (the "Target"), pursuant
to a merger agreement and related agreements providing for (i) the purchase by
JWCAC (the "Initial Stock Purchase") of 1,048,214 shares of Target Stock owned
by Butler Capital Corporation and its affiliates ("Target Shareholder") at a
price per share of Target Stock of $14.00, (ii) following the expiration of all
applicable regulatory waiting periods, the purchase by JWCAC (the "Additional
Stock Purchase" and, together with the Initial Stock Purchase, the "Stock
Purchase") of (x) 5,783,515 shares of Target Stock owned by Target Shareholder
at a price per share of Target Stock of $14.00, (y) warrants (the "Warrants")
to purchase 230,523 shares of Target Stock (the "Warrant Shares") from Target
Shareholder at a price per share of Target Stock of $14.00 (or approximately
$10.40 per share net of the exercise price) and (z) on January 2, 1997, 146,299
shares of Target Stock from certain members of senior management of the Target
at a price per share of Target Stock of $14.00, (iii) concurrently with the
Additional Stock Purchase, the retirement by the Target (the "Note Retirement")
of the $16.0 million aggregate principal amount 7% Convertible Subordinated
Notes due 2002 (the "Convertible Note") issued by the Target to the Target
Shareholder at an aggregate price of $16.0 million and (iv) as soon as
practicable following the Additional Stock Purchase, the merger (the "Merger")
of the Target with JWCAC, with the Target surviving such Merger (as such
survivor, the "Company"). The Initial Stock Purchase will be consummated as
soon as possible following the execution and delivery of the Merger Agreement.
Pursuant to the Merger, each share of Target Stock will be converted into the
right to receive $14.25. Following the Merger, JWC will own at least 75% of
the fully-diluted common stock of Holdings, certain members of management of
the Company ("Management") shall own at least approximately 8% of the fully-
diluted common stock of Holdings, Holdings will own 100% of the fully-diluted
common stock of the Company, and no other person shall own any share of the
<PAGE>
Target Stock, any common stock of the Company or any right to acquire any such
stock, and no person shall own any common stock of Holdings or options to
purchase common stock of Holdings (except on terms and conditions reasonably
acceptable to NationsBridge (other than the Warrants (as defined in Exhibits A
and C-2 hereto)).

We also understand that up to approximately $184.0 million of new funds are
required to consummate the Acquisition, to fund the Note Retirement (it being
understood that the Convertible Note constitutes all of the existing
indebtedness of the Target; other than capitalized lease obligations of
approximately $1.0 million and working capital indebtedness) and to pay
transaction costs. Of such amount, (i) not less than $55.3 million would be
provided through the issuance and sale for cash of equity of Holdings of which
(x) not less than $55.0 million would be provided through the issuance and sale
of common stock of Holdings (the net cash proceeds of which will be contributed
to JWCAC), including the retention of common stock of the Target (and options
to purchase such common stock) with an aggregate value of up to $5.0 million by
Management and not less than $40.0 million in cash to be provided by JWC (the
"Common Equity Financing") and (y) at least $10.0 million would be provided
through the issuance and sale for cash of preferred stock of Holdings having
terms and conditions acceptable to NationsBridge (the "Preferred Equity
Financing" and, together with the Common Equity Financing, the "Equity
Financing"), (ii) at least $100.0 million would be provided by the issuance by
JWCAC of senior debt securities and (iii) the remainder (including amounts
necessary to fund or refinance working capital indebtedness) would provided
through borrowings under a $38.0 million term and revolving loan facility (the
"Bank Financing") made available to JWCAC and guaranteed by Holdings by a bank
group (the "Bank Group") led by Fleet National Bank ("Fleet"). The
Acquisition, the Merger, the Stock Purchase, the Note Retirement, the Equity
Financing, the Bank Financing, the refinancing of existing indebtedness of the
Target, the debt issuance and sale contemplated hereby and the issuance and
sale of the Securities (as defined below), including, without limitation, the
Refinancing Securities (as defined in Exhibit A hereto) are herein referred to
as the "Transaction."

In connection with the foregoing, we are pleased to advise you that
NationsBridge hereby commits (the "Commitment"), subject to the terms and
conditions set out below (including the exhibits hereto which are incorporated
into and made a part of this Bridge Commitment Letter), that it and/or one or
more of its affiliates will purchase up to $100.0 million in aggregate
principal amount of bridge notes (the "Bridge Notes"), the proceeds of which,
together with the Bank Financing and the Equity Financing, will be used to
consummate the Acquisition. The principal terms of the Bridge Notes are set
forth in Exhibit A. If information comes to the attention of NationsBridge,
which information relates to conditions or events not previously disclosed to
NationsBridge or relating to new information or additional developments
concerning conditions or events previously disclosed to NationsBridge which
NationsBridge reasonably believes may have a material adverse effect on the
condition (financial or otherwise), assets, properties, business, operations or
prospects of Holdings, JWCAC, the Target and their subsidiaries, taken as a
whole, NationsBridge may, in its sole discretion, suggest alternative financing
amounts or structures that ensure adequate protection or decline to participate
in the proposed financing.

You have advised us that the Commitment is a condition precedent to the signing
of definitive purchase and sale agreements relating to the Acquisition. You
have also advised us that a copy of this letter (the "Bridge Commitment
<PAGE>
Letter"), and the attached Summaries of Indicative Terms and Conditions
(Exhibits A and B) will be provided to the Target, but that you understand that
our obligation to make any monies available to JWCAC is subject expressly to
the execution and delivery of definitive documentation, including without
limitation, a definitive securities purchase agreement (the "Securities
Purchase Agreement") satisfactory to us and covering the matters expressly
referred to herein and covering such other matters as we may reasonably
request, and related documents such as an indenture and a warrant agreement
(the "Warrant Agreement") (together the "Definitive Documents") and
satisfaction of the other conditions precedent set out in Exhibit A hereto.

JWC, Holdings and JWCAC, jointly and severally, agree to pay to NationsBridge
the fees, and to reimburse NationsBridge's expenses, as discussed in Exhibit
C-1 hereto.

You have also advised us that JWC, Holdings and JWCAC intend to proceed with
the issuance of up to $100.0 million in aggregate principal amount of senior
unsecured notes of JWCAC in a registered public offering or in a private
placement for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, with the proceeds of which will be utilized to fund, in part, the
Acquisition in lieu of the Bridge Notes or to refinance the Bridge Notes.

Each of JWC, Holdings and JWCAC has agreed to execute a separate letter of
engagement and indemnity designating NationsBanc Capital Markets, Inc. ("NCMI")
as the sole underwriter or placement agent for any and all securities (other
than (a) the Equity Financing, (b) other equity financing reasonably acceptable
to NationsBridge provided by the holders of common stock of Holdings
immediately following consummation of the Acquisition and (c) the Bank
Financing (or any refinancing thereof with additional bank financing)) required
to consummate the Acquisition and/or to refinance the Bridge Securities (as
defined in Exhibit A hereto) (all such securities, including any Refinancing
Securities, the "Securities"). Each of JWC, Holdings and JWCAC will make their
respective representatives available for meetings with potential investors and
otherwise use all reasonable efforts to assist in the sale or placement of the
Securities. Each of JWC, Holdings and JWCAC agrees that upon notice by NCMI (a
"Debt Securities Notice"), at any time and from time to time following the date
hereof and prior to the consummation of the Acquisition, the Company will issue
and sell such aggregate principal amount (up to $100.0 million) of senior debt
Securities upon such terms and conditions as may be specified in the Debt
Securities Notice. Each of JWC, Holdings and JWCAC also agrees that: (i) the
interest rate on any such debt Securities (whether floating or fixed) shall be
determined by NCMI in light of the then prevailing market conditions, but in no
event shall the yield on such Securities exceed 14% per annum (exclusive of any
discount attributable to any Warrants issued in connection therewith);
(ii) NCMI, in its reasonable discretion after consultation with JWCAC, shall
determine whether such Securities will be issued through a registered public
offering or a private placement for resale pursuant to Rule 144A; (iii) such
Securities will contain such terms (including registration rights, in the event
of a private placement), conditions and covenants as are customary for similar
financings and are reasonably satisfactory in all respects to NCMI; and
(iv) all other arrangements with respect to such Securities shall be reasonably
satisfactory in all respects to NCMI in light of then prevailing market
conditions.

The Commitment is not assignable by any of you. Nothing in this Bridge
Commitment Letter, express or implied, shall give any person, other than the
parties hereto, any benefit or any legal or equitable right, remedy or claim
<PAGE>
under this Bridge Commitment Letter. Upon consummation of the Transaction and
the absolute and unconditional written assumption by Holdings and JWCAC of
JWC's obligations hereunder, JWC shall be released from all obligations.

Each of JWC, Holdings and JWCAC, jointly and severally, agrees to indemnify and
hold NationsBridge and its affiliates harmless to the extent set forth in
Exhibit D to this Bridge Commitment Letter and, to the extent as set forth in
Exhibit C-1, to reimburse NationsBridge for all reasonable out-of-pocket costs,
expenses and other payments, including but not limited to reasonable legal fees
and disbursements incurred or made in connection with the Commitment, the
Securities, the Refinancing Securities and the preparation, execution and
delivery of the Definitive Documents, regardless of whether or not the
Definitive Documents are executed.

Additionally, following public announcement of the Acquisition, you agree to
allow NationsBridge, NCMI or any of their affiliates to reference this
Commitment for the benefit of promoting NationsBridge, NCMI or one of their
affiliates.

This Bridge Commitment Letter and the attached Exhibits A, B, C-1, C-2 and D
set forth the entire understanding of the parties as to the scope of the
Commitment and NationsBridge's obligations thereunder. Capitalized terms used
in such Exhibits without definition shall have the meanings provided herein.
This Commitment will expire upon the earliest of (i) the closing of the
Acquisition without the issuance of the Bridge Notes; (ii) termination of the
Merger Agreement; or (iii) after 5:00 p.m. on November 26, 1996 unless accepted
prior to such time; provided, however, after acceptance, the Commitment
hereunder will terminate on April 30, 1997 (unless funding of the Bridge Notes
has occurred by such time).

In conjunction with the services and transactions contemplated hereby, each of
JWC, Holdings and JWCAC agrees that NationsBridge is permitted to access, use,
or share with any of its bank or non-bank affiliates, agents or
representatives, any information concerning JWC, JWCAC, the Target and their
respective affiliates that is or may come into the possession of NationsBridge
or any of such affiliates. NationsBridge and its affiliates will treat
confidential information relating to JWC, JWCAC, Holdings, the Target and their
respective affiliates with the same degree of care as they treat their own
confidential information.

Except as required by applicable law, this Bridge Commitment Letter and the
contents hereof shall not be disclosed by you to any third party without the
prior written consent of NationsBridge, other than to your attorneys, financial
advisors and accountants, in each case only to the extent necessary in your
reasonable judgment; provided, however, it being understood and agreed that,
after acceptance and execution of this Bridge Commitment Letter, you may
disclose the terms of this letter (excluding Exhibits C-1 and C-2 hereto) to
the Target (including its board of directors, senior management and advisors),
Target Shareholder and the Bank Group in connection with the Acquisition.
Without limiting the foregoing, in the event that you disclose the contents of
this letter in contravention of the preceding sentence, you shall be deemed to
have accepted the terms of this letter.

This Bridge Commitment Letter shall be governed by, and construed in accordance
with, the laws of the State of New York as applied to contracts made and
performed within such state, without giving effect to the principles of
conflicts of laws thereof. To the fullest extent permitted by applicable law,
<PAGE>
each of NationsBridge, JWC, Holdings and JWCAC hereby irrevocably submits to
the jurisdiction of any New York State court or Federal court sitting in the
Borough of Manhattan in New York City in respect of any suit, action or
proceeding arising out of or relating to the provisions of the Commitment and
irrevocably agrees that all claims in respect of any such suit, action, or
proceeding may be heard and determined in any such court. Each of
NationsBridge, JWC, Holdings and JWCAC waives, to the fullest extent permitted
by applicable law, trial by jury, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceedings brought
in any such court, and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

This letter supersedes the letter delivered to you by NationsBridge dated as of
November 21, 1996 relating to the Target and such prior letter is void and
shall have no further force or effect.

Please indicate your acceptance of our Commitment and your agreement to the
matters contained in this Bridge Commitment Letter and the exhibits hereto by
executing this document and returning it to us prior to the time of expiration
set forth above.

[Signature Page Follows]
<PAGE>
Sincerely,

NATIONSBRIDGE, L.L.C.

By: /s/ Peter M. Sherman
-------------------------
Name: Peter M. Sherman
Title: Sr. Vice President

Accepted and Agreed to as of the
date first hereunder written:

J. W. CHILDS EQUITY PARTNERS, L.P.

By: J.W.CHILDS ADVISORS, L.P.,
its General Partner

By: J.W. CHILDS ASSOCIATES, L.P.,
its General Partner

By: J.W. CHILDS ASSOCIATES, INC.,
its General Partner

By: /s/ Adam Suttin
-------------------------
Name: Adam Suttin
Title: V.P.

JWC HOLDINGS I, INC.

By: /s/ Adam Suttin
-------------------------
Name: Adam Suttin
Title: V.P.

JWC ACQUISITION I, INC.

By: /s/ Adam Suttin
-------------------------
Name: Adam Suttin
Title: V.P.

<PAGE>
EXHIBIT A

JWC ACQUISITION I, INC.

SENIOR SECURED BRIDGE NOTES

SUMMARY OF INDICATIVE TERMS AND CONDITIONS

The Commitment of NationsBridge, L.L.C. to purchase the Senior Secured Bridge
Notes of JWC Acquisition I, Inc. will be subject to the negotiation and
execution of definitive documentation including a definitive securities
purchase agreement (the "Securities Purchase Agreement") and an indenture or
loan agreement that will contain terms and conditions as set forth herein and
such other conditions precedent, covenants, representations and warranties,
events of default and other provisions as are customary for financings of this
kind.

ISSUER: JWC Acquisition I, Inc. ("JWCAC"), a special purpose
corporation wholly-owned by JWC Holdings I, Inc. ("Holdings")
which has been formed by J.W. Childs Equity Partners, L.P.
and certain of its affiliates ("JWC"), certain management
investors and affiliates of NationsBridge, L.L.C.
("NationsBridge") and Fleet National Bank ("Fleet")for the
purpose of acquiring (the "Acquisition") all of the
outstanding common stock of Central Tractor Farm & Country,
Inc. (the "Target") pursuant to a merger of JWCAC and
Target, with Target surviving such merger (the "Company").
The issuer of the Bridge Notes will be the primary obligor
under the Bank Financing.

INITIAL
PURCHASER: NationsBridge or an affiliate thereof and other purchasers
arranged by NationsBridge.

ISSUE: Senior Secured Bridge Notes (the "Bridge Notes").

PRINCIPAL
AMOUNT: Up to $100 million; provided, however, that the aggregate
principal amount of the Bridge Notes to be purchased by
NationsBridge shall be reduced to the extent that, after
giving pro forma effect to the Acquisition, the Merger, the
Equity Financing, the Bank Financing and the issuance of the
Bridge Notes (in accordance with Regulation S-X under the
Securities Act of 1933, as amended), (i) the ratio of the
Company's total long-term debt as of the last day of the most
recently completed month for which financial statements are
available (the "Determination Date") to its operating income
before depreciation and amortization for the twelve most
recently completed months for which financial statements are
available would exceed 5.30 to 1.0 and (ii) the total short-
term debt net of cash of the Company as of the Determination
Date exceeds $22 million.

PRICE: 100% of the principal amount.
<PAGE>
MATURITY: Twelve months from the date of issuance (the "Maturity
Date").

GUARANTEES: The Bridge Notes will be guaranteed by Holdings and by all
current and future subsidiaries of the Company.

COLLATERAL AND
RANKING: The Bridge Notes and/or the guarantees thereof will be
secured by a first priority perfected pledge of the stock of
the Issuer (the "Collateral"); provided, that the
indebtedness under the Bank Facility may be secured by the
Collateral on a second priority basis on terms and conditions
satisfactory to NationsBridge. The Bridge Notes and
guarantees thereof will be senior to all subordinated
obligations of the Issuer and the guarantors.

INTEREST RATE: Interest shall be payable at the "Base Rate" plus the
Applicable Margin. The Applicable Margin shall initially be
350 basis points per annum increasing by an additional 50
basis points per annum on each three-month anniversary of the
date of issuance for as long as the Bridge Notes are
outstanding; provided that such rate shall not exceed 17% per
annum; provided, further, that the portion, if any, of any
interest payments representing a rate per annum in excess of
15% may, at the Company's option, be paid by issuing
additional Bridge Notes with a principal amount equal to such
excess portion of interest. Notwithstanding the foregoing,
in the case of an event of default with respect to the Bridge
Notes, the Applicable Margin shall be increased by 200 basis
points per annum. "Base Rate" means the Prime Rate as
announced by NationsBank, N.A. from time to time.

INTEREST
PAYMENTS: Quarterly in arrears.

OPTIONAL
REDEMPTION: The Bridge Notes may be redeemed prior to the Maturity Date,
in whole or in part, upon written notice, at the option of
the Company, at any time at par (without penalty) plus
accrued interest to the redemption date.

MANDATORY
EXCHANGE: If the Bridge Notes have not been previously redeemed in full
for cash on or prior to maturity thereof, the principal of
the Bridge Notes outstanding at maturity shall, subject to
certain conditions precedent, be satisfied at maturity
through the issuance and delivery of Senior Secured Rollover
Notes with a maturity of 5 years from the Maturity Date (the
"Rollover Notes" and, together with the Bridge Notes, the
"Bridge Securities") having the terms described in the
attached Exhibit B term sheet. The Rollover Notes will be
issued and held in escrow upon the funding of the Bridge
Notes and pending such mandatory exchange (the "Rollover
Date").
<PAGE>
MANDATORY
REDEMPTION: No sinking fund will be required. However, subject to
certain customary exceptions reasonably acceptable to
NationsBridge, the Company will redeem the Bridge Notes (at
par plus accrued interest) with: (i) the net proceeds from
the issuance of any subordinated debt or equity securities of
the Company or any of its subsidiaries; (ii) the net proceeds
from the issuance of any other debt of the Company or any of
its subsidiaries (except, in the case of any debt secured by
assets securing the Bank Financing on the Closing Date, to
the extent the proceeds of such debt are required to be paid
to reduce the borrowings under the Bank Facility); or (iii)
the net proceeds from asset sales to the extent not required
to be paid to reduce borrowings under the Bank Financing.

MANDATORY
SECURITY
REFINANCING: Following the closing of the Acquisition, upon notice (a
"Refinancing Securities Notice") by NationsBanc Capital
Markets, Inc. ("NCMI") as sole underwriter or placement
agent, the Company will issue and sell unsecured senior or
senior subordinated debt securities (the "Refinancing
Securities") in an amount of up to the greater of (a) the
aggregate outstanding principal amount of the Bridge Notes,
or (b) $100 million upon such terms and conditions as are
specified in the Refinancing Securities Notice; provided,
however, that: (i) the interest rate (whether floating or
fixed) shall be determined by NCMI in light of the then
prevailing market conditions, but in no event shall the yield
on the Refinancing Securities issued to refinance the Bridge
Notes exceed 14% per annum (exclusive of any discount
attributable to any Warrants issued in connection therewith)
plus, if required by NCMI to sell or place the Refinancing
Securities at any time after the three month anniversary of
the issuance of the Bridge Notes, all or any portion of the
Warrants (as defined below); and (ii) NCMI, in its reasonable
discretion after consultation with the Company, shall
determine whether the Refinancing Securities issued to
refinance the Bridge Notes shall be issued through a
registered public offering or a private placement.

CHANGE OF
CONTROL: In the event of a Change of Control (to be defined), each
Bridge Note holder will have the right to require the Company
to repurchase the Bridge Notes at 101% of the principal
amount thereof plus accrued and unpaid interest thereon to
the purchase date.

CONDITIONS
PRECEDENT: Conditions precedent to initial funding will be usual and
customary for transactions of this type and as otherwise
deemed appropriate by NationsBridge including but not limited
to: (i) the negotiation, execution and delivery of
Definitive Documentation with respect to the Bridge Notes
reasonably satisfactory to NationsBridge; (ii) a signed
merger agreement relating to the Stock Purchase, the Note
Retirement, the Merger and the Acquisition, reasonably
<PAGE>
satisfactory to NationsBridge, which shall provide for
aggregate Acquisition consideration not in excess of $155.0
million and consummation of the Acquisition and the Merger on
terms reasonably satisfactory to NationsBridge substantially
contemporaneously with the issuance of the Bridge Notes;
(iii) no material adverse change in the business, operations,
prospects, financial or other conditions of the Target and
its subsidiaries, taken as a whole since October 28, 1995;
(iv) no material adverse change in the financial markets
which, in the judgment of NationsBridge, would make it
impractical or inadvisable to proceed with the funding of the
Bridge Notes or the sale of the Refinancing Securities; (v)
the completion of the Bank Financing pursuant to the terms
set forth in the commitment letter of even date herewith
provided by Fleet (attached as Exhibit E to the Commitment
Letter) and on such other terms as are reasonably
satisfactory to NationsBridge, and completion of each other
component of the Transaction (including the Equity Financing)
on terms reasonably satisfactory to NationsBridge; (vi) the
delivery to NationsBridge of audited and unqualified
financial statements of the Target as of November 2, 1996 for
the fiscal year then ended prepared in accordance with
generally accepted accounting principles and Regulation S-X
under the Securities Act of 1933, as amended, evidencing to
NationsBridge's satisfaction that the Company's operating
income before depreciation and amortization (calculated on a
pro forma basis after giving effect to the Transaction in
accordance with Regulation S-X) for the fiscal year ended
November 2, 1996 is at least $21 million; (vii) the receipt
of legal and solvency opinions satisfactory to NationsBridge;
(viii) the delivery to an escrow agent reasonably acceptable
to NationsBridge of 7-year warrants to purchase 5% of the
common stock of Holdings (on a fully diluted basis but
without giving effect to the exercise of options to purchase
common stock of Holdings granted to management of the Company
on terms and conditions reasonably acceptable to
NationsBridge (the "Management Options")) at a nominal strike
price, on terms and conditions mutually agreed upon by
NationsBridge and JWCAC; (ix) the receipt of all fees due and
payable to NationsBridge and/or NCMI; (x) fees and expenses
incurred in conjunction with the Transaction shall be limited
to $12.5 million; (xi) receipt of stockholder approval from
the stockholders of the Target of the Acquisition and Merger;
(xii) delivery of all financial statements and information
necessary or appropriate in the judgment of NationsBridge in
order to facilitate the offering of the Refinancing
Securities; (xiii) receipt of all third-party (including
governmental) consents necessary or appropriate (as
reasonably determined by NationsBridge) to consummate the
Transaction on the terms contemplated by the Commitment
Letter and expiration of all applicable regulatory waiting
periods (provided, that this condition shall be deemed
satisfied with respect to landlords' consents and other
consents and approvals relating to the ownership and
operation of the Target's and its Subsidiaries' stores if all
such consents and approvals are obtained with respect to
stores whose annual store level cash contribution in the year
<PAGE>
ended November 2, 1996 aggregated at least 90% of the
consolidated store level cash contribution of the Target and
its Subsidiaries for such year); and (xiv) the Issuer shall
have used its best efforts to make an offering of $100
million aggregate principal amount of unsecured senior debt
securities in lieu of the Bridge Notes and to consummate such
an offering on the terms provided in the Commitment Letter in
connection with the receipt by JWCAC of a Debt Securities
Notice.

FINANCIAL
INFORMATION: The Company shall furnish to NationsBridge information to
include but not be limited to: Quarterly consolidated
financial statements within 45 days of quarter-end and
audited consolidated statements within 90 days of fiscal
year-end.

RIGHT TO RESELL
BRIDGE NOTES: NationsBridge shall have the absolute and unconditional right
to resell the Bridge Notes in compliance with applicable law
to any third parties. In addition, NationsBridge may share
its commitment with any third party.

GOVERNING LAW: New York.

EXPIRATION DATE: The obligation of NationsBridge to purchase the Bridge Notes
will expire upon the earliest of (i) the completion of the
Acquisition without the use of the Bridge Notes, (ii)
termination of the Merger Agreement, or (iii) 5:00 p.m. on
November 26, 1996 unless accepted prior to such time;
provided, however, that after acceptance, the Commitment
hereunder will terminate on April 30, 1997 (unless funding of
the Bridge Notes has occurred by such time).

FINANCIAL AND
OTHER COVENANTS,
REPS AND
WARRANTIES,EVENTS
OF DEFAULT,
WAIVERS AND
CONSENTS: Usual and customary for a transaction of this type.

FEES/EXPENSES: As defined in Exhibit C-1.

WARRANTS: Upon issuance of the Bridge Notes, Holdings will issue, in
blank, and deliver to an escrow agent reasonably acceptable
to NationsBridge, warrants to purchase up to 5% of the fully
diluted common stock of Holdings (calculated without giving
effect to the exercise of the Management Options),
exercisable at a nominal price for a period of 7-years (the
"Warrants"). The Warrants will be rebated to Holdings in
accordance with the provisions set forth in Exhibit C-2.
<PAGE>
EXHIBIT B

JWC ACQUISITION I, INC.

SENIOR SECURED ROLLOVER NOTES

SUMMARY OF INDICATIVE TERMS AND CONDITIONS

ISSUER: The Target, as survivor of the Merger (the "Company").

ISSUE: Senior Secured Rollover Notes (the "Rollover Notes").

PRINCIPAL AMOUNT: 100% of the then outstanding principal amount of the Bridge
Notes.

MATURITY: Five (5) years from the Rollover Date (the "Final Maturity
Date").

GUARANTEES: Same as Bridge Notes.

COLLATERAL AND
RANKING: Same as Bridge Notes.

INTEREST RATE: On the Rollover Date, the interest rate on the Rollover
Notes will be established based on the interest rate equal
to the greatest of (a) 13.75%, (b) the Applicable Treasury
Rate (as defined below) plus 7.25% (the "Treasury Spread")
and (c) the Base Rate plus the Applicable Margin on the
Bridge Notes in effect on the Rollover Date (i.e., the
Applicable Margin would initially be 550 basis points per
annum). On each three-month anniversary of the Rollover
Date, the interest rate shall be reset to the greatest of
(a), (b), or (c) as adjusted in the manner set out below.
In the case of (a) above the rate set on the Rollover Date
shall increase by 50 basis points on each three-month
anniversary of the Rollover Date, in the case of (b) above
the Treasury Spread shall increase by 50 basis points on
each three-month anniversary of the Rollover Date and in
the case of (c) above the Applicable Margin shall increase
by 50 basis points on each three-month anniversary of the
Rollover Date.

The cash interest payable on the Rollover Notes shall be
subject to a cash interest cap of 15% per annum.
Additional interest, if any, may, at the Company's option,
be paid through the issuance of additional Rollover Notes
with a principal amount equal to the amount of interest
paid, provided that the yield on the Rollover Notes shall
not exceed 18% per annum. Notwithstanding the foregoing,
in the case of an event of default with respect to the
Rollover Notes, the applicable interest rate shall be
increased by 200 basis points.
<PAGE>
The interest reset date to establish the interest rate for
a given three-month period shall be 10 business days prior
to the conclusion of the previous period.

For the purposes of this Summary of Indicative Terms and
Conditions, the "Applicable Treasury Rate" means the rate
applicable to the most recent auction of direct obligations
of the United States having a maturity closest to the
Rollover Notes, as published by the Board of Governors of
the Federal Reserve System.

INTEREST PAYMENTS: Quarterly in arrears.

OPTIONAL
REDEMPTION: For so long as they are held by NationsBridge, the Rollover
Notes will be redeemable at the option of the Company, in
whole or in part, at any time, at par plus accrued and
unpaid interest to the redemption date. If the Rollover
Notes are sold to third party purchasers on a fixed rate
basis (it being understood that NationsBridge shall have
the right to unilaterally fix the interest rate on the
Rollover Notes at a rate that is no higher than 15% per
annum in conjunction with such third party sales and it
also being understood that no such third party sales shall
take place unless the Company has been given 10 days prior
notice), the Rollover Notes will be non-callable for three
(3) years from the Rollover Date and will be callable
thereafter at par plus accrued interest plus a premium
equal to the coupon in effect on the Rollover Date
declining ratably to par one year prior to the maturity of
the Rollover Notes.

REGISTRATION
RIGHTS: Holders of the Rollover Notes will be entitled to
registration rights that will require the Company to file a
registration statement prior to the Rollover Date and
(unless such holders shall have otherwise agreed which
agreement shall not be unreasonably withheld) will require
that such registration statement be declared effective no
later than the Rollover Date and remain effective so long
as the Rollover Notes remain outstanding.

RIGHT TO SELL
ROLLOVER NOTES: NationsBridge shall have the absolute and unconditional
right to resell the Rollover Notes in compliance with
applicable law to any third parties.

GOVERNING LAW: New York.

CONDITIONS
PRECEDENT TO
ISSUANCE OF
ROLLOVER NOTES: The ability of the Company to issue any Rollover Notes in
exchange for any Bridge Notes is subject to the following
conditions being satisfied:
<PAGE>
(i) on the Rollover Date, there shall exist no
event of default with respect to the Bridge Notes or event
which with notice and/or lapse of time would become such
an event of default;

(ii) all fees then due to NationsBridge and/or
NCMI shall have been paid in full; and

(iii) no order, decree, injunction or judgment
enjoining the issuance of any Rollover Notes shall be in
effect.

MANDATORY
REDEMPTION,
MANDATORY SECURITY
REFINANCING,
FINANCIAL AND
OTHER COVENANTS,
EVENTS OF DEFAULT: Same as the Bridge Notes except that the maximum cash
interest rate applicable under any Mandatory Securities
Refinancing Notice shall each be 100 basis points greater.
<PAGE>
EXHIBIT C-1

JWC ACQUISITION I, INC.

FEES AND EXPENSES

The fee schedule set out below assumes the engagement of NationsBanc Capital
Markets, Inc. ("NCMI") as the sole underwriter or placement agent of any and
all securities required to consummate the Acquisition (other than (a) the
Equity Financing, (b) other equity financing reasonably acceptable to
NationsBridge provided by the holders of common stock of Holdings immediately
following consummation of the Acquisition and (c) the Bank Financing (or any
refinancing thereof with additional bank financing)), including, without
limitation, up to $100 million of debt securities of the Company.

JWC, Holdings and JWCAC, jointly and severally, agree to pay NationsBridge the
following fees:

(i) a non-refundable fee (the "Commitment Fee"), in an amount equal
to 1.00% of the aggregate principal amount of the Bridge Notes
that are subject to the Commitment, such Commitment Fee to be
payable in cash upon the closing of the Acquisition.

(ii) if the Acquisition does not close and to the extent that JWC,
Holdings, JWCAC or any of their respective affiliates receives
any "topping," "break-up" or other similar arrangement (the
"Break-up Fee"), NationsBridge will receive an amount in cash
equal to 25% of such Break-up Fee (net of the amounts actually
paid out of such Break-Up Fee to reimburse the reasonable out-
of-pocket expenses).

(iii) a non-refundable fee of 2.00% (the "Funding Fee") of the
aggregate principal amount of any Bridge Notes issued, such fee
to be payable in cash upon the issuance of any Bridge Notes.
In the event the Bridge Notes are refinanced with the proceeds
of Refinancing Securities sold or placed by NCMI within 90 days
of the date of issuance thereof, an amount not exceeding the
lesser of (x) $500,000 and (y) 25% of the Funding Fee actually
paid by the Company shall be repaid to the Company.

(iv) a non-refundable fee of 1.00% (the "Duration Fee") of the
aggregate principal amount, if any, of Bridge Notes outstanding
180 days after the issuance date, such fee to be payable in
cash upon such 180th day.

(v) a non-refundable fee (the "Rollover Fee") in an amount equal to
3.00% of the principal amount of any Rollover Notes issued,
which fee shall be payable in cash upon any exchange of Bridge
Notes for Rollover Notes.

(vi) in the event the Merger Agreement is executed by JWC, Holdings,
JWCAC and the Target, JWC, Holdings and JWCAC, jointly and
severally, will pay all reasonable costs and expenses including
but not limited to legal fees and disbursements incurred or
made in connection with the Commitment and the preparation,
execution and delivery of Definitive Documents for the Bridge
Securities, regardless of whether or not such Definitive
<PAGE>
Documents are executed upon the earlier to occur of (i) the
consummation of the Merger and (ii) the termination of the
Merger Agreement.
<PAGE>
EXHIBIT C-2

JWC HOLDINGS I, INC.

WARRANTS

As a condition to NationsBridge's purchase of any Bridge Notes, Holdings will
be required to issue, in blank, and deliver to an escrow agent reasonably
acceptable to NationsBridge, warrants to purchase up to 5% of the fully diluted
common stock of Holdings (calculated without giving effect to the exercise of
the Management Options), exercisable at a nominal price for a period of 7 years
(the "Warrants").

To the extent that Warrants are required in connection with the sale of the
Refinancing Securities or any other Securities other than the Bridge Notes,
Warrants may be removed from escrow by NationsBridge, for delivery through NCMI
to the purchasers of such Securities. In addition, unless previously utilized
in connection with the placement of Securities pursuant to the preceding
sentence, a proportion of the original amount of escrowed Warrants will be
released from escrow and returned to Holdings, with the proportion retained by
NationsBridge and the portion to be returned to Holdings to be based on the
length of time the Bridge Notes remained outstanding as set out below:

Bridge Notes Warrant Warrant Percentage
Remain Percentage Retained by
Outstanding Returned NationsBridge

0-89 days 100% 0%
90-179 days 75% 25%
180-269 days 50% 50%
270-360 days 25% 75%
361 days or more 0% 100%

Warrants returned to Holdings shall be returned upon payment in full of the
Bridge Securities; Warrants retained by NationsBridge pursuant to the preceding
sentence shall be removed from escrow upon the earlier to occur of payment in
full of the Bridge Securities or the Rollover Date.

JWC shall cause Holdings to provide the holders of Warrants with customary
demand (after five years and on one occasion only) and unlimited "piggyback"
registration rights and "tag-along" rights relating to the Warrants.

To the extent required by applicable regulations, all or a portion of any
Warrants to be issued to NationsBridge may be exercisable for non-voting common
stock of Holdings. Additionally, NationsBridge may assign, in whole or in
part, its right to receive any Warrants to any third party.
<PAGE>
EXHIBIT D

INDEMNIFICATION PROVISIONS

In the event that NationsBridge becomes involved in any capacity in any action,
proceeding or investigation in connection with any matter contemplated by this
Commitment Letter, each of JWC, Holdings and JWCAC, jointly and severally, will
reimburse NationsBridge for its reasonable legal and other expenses (including
the reasonable cost of any investigation and preparation) as they are incurred
by NationsBridge. Each of JWC, Holdings and JWCAC, jointly and severally, also
agree to indemnify and hold harmless NationsBridge and its affiliates and their
respective control persons, directors, officers, employees and agents (the
"Indemnified Parties") from and against any and all losses, claims, damages and
liabilities, joint or several, related to or arising out of any matter
contemplated by this Commitment Letter, unless (and only to the extent that) it
shall be finally judicially determined that such losses, claims, damages or
liabilities resulted from the gross negligence or willful misconduct of
NationsBridge. The Indemnified Parties will promptly notify JWC, Holdings and
JWCAC upon receipt of written notice of any claim or threat to institute a
claim; provided that any failure by the Indemnified Parties to give such notice
shall not relieve JWC, Holdings or JWCAC from the obligation to indemnify the
Indemnified Parties except to the extent such failure has materially prejudiced
the rights of JWC, Holdings or JWCAC.

If any action, claim, investigation or other proceeding is instituted or
threatened against any Indemnified Parties in respect of which indemnity may be
sought hereunder, JWC, Holdings and JWCAC shall be entitled to assume the
defense thereof with counsel selected by JWC, Holdings and JWCAC (which counsel
shall be reasonably satisfactory to such Indemnified Parties) and after notice
from JWC, Holdings and JWCAC to such Indemnified Parties of their election so
to assume the defense thereof, JWC, Holdings and JWCAC will not be liable to
such Indemnified Parties hereunder for any legal or other expenses subsequently
incurred by such Indemnified Parties in connection with the defense thereof
other than reasonable costs of investigation and such other expenses as have
been approved in advance; provided that (i) if counsel for such Indemnified
Parties determines in good faith that there is a conflict that requires
separate representation for JWC, Holdings and JWCAC, on the one hand, and such
Indemnified Parties, on the other hand, or (ii) JWC, Holdings and JWCAC fail to
assume or proceed in a timely and reasonable manner with the defense of such
action or fail to employ counsel reasonably satisfactory to such Indemnified
Parties in any such action, then in either such event such Indemnified Parties
shall be entitled to select one primary counsel (in addition to any necessary
local counsel), of their own choice to represent such Indemnified Parties and
JWC, Holdings and JWCAC shall not, or shall no longer, be entitled to assume
the defense thereof on behalf of such Indemnified Parties and such Indemnified
Parties shall be entitled to indemnification for the reasonable expenses
(including reasonable fees and expenses of such counsel) to the extent provided
in the preceding paragraph. Such counsel shall, to the fullest extent
consistent with its professional responsibilities, cooperate with JWC, Holdings
and JWCAC and any counsel designated by JWC, Holdings and JWCAC. Nothing
contained herein shall preclude any Indemnified Parties, at their own expense,
from retaining additional counsel to represent such Indemnified Parties in any
action with respect to which indemnity may be sought from JWC, Holdings and
JWCAC hereunder. JWC, Holdings and JWCAC shall not be liable under this
agreement for any settlement made by any Indemnified Parties without their
prior written consent, and each of JWC, Holdings and JWCAC, jointly and
<PAGE>
severally, agrees to indemnify and hold harmless any Indemnified Parties from
and against any loss or liability by reason of the settlement of any claim or
action with the consent of JWC, Holdings and JWCAC. JWC, Holdings and JWCAC
shall not settle any such claim or action without the prior written consent of
the Indemnified Parties unless such settlement provides for a full release of
claims against the Indemnified Parties.

If the indemnification provided for herein is unavailable to an Indemnified
Party in respect of any losses, claims, damages, liabilities or judgments
referred to therein, then JWC, Holdings and JWCAC, in lieu of indemnifying such
Indemnified Party, shall, jointly and severally, contribute to the amount paid
or payable by such Indemnified Party as a result of such losses, claims,
damages, liabilities and expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by JWC, Holdings and JWCAC, on the one
hand, and NationsBridge, on the other, from the Transaction and the other
transactions contemplated by the Commitment Letter or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of JWC, Holdings and JWCAC,
on the one hand, and NationsBridge, on the other, in connection with the
actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations.