Homeland Stores, Inc.
                               P.O. Box 25008
                       Oklahoma City, Oklahoma 73125

                                                            
                                                February 25, 1998
                                                            




Mr. Terry M. Marczewski
Homeland Stores, Inc.
P.O. Box 25008
Oklahoma City, OK 73125

Dear Terry:

          The purpose of this letter is to confirm our understanding with 
respect to a termination of your employment with Homeland Stores, Inc. (the 
"Company").

          If the Company terminates your employment prior to December 31, 1998 
for any reason other than Cause or Disability, the Company will (i) continue 
to pay you your base salary for one year after the date of your termination
of employment, and (ii) within 5 business days after your employment 
terminates, pay you in a lump sum payment an amount equal to the product of 
(A) your target bonus under the Company's incentive bonus plan for the year 
in which your employment terminates and (B) a fraction, the numerator of which 
is the number of days during such year prior to and including the date of your 
termination of employment and the denominator of which is 365.

          In the event (i) you terminate your employment for any reason, (ii) 
your employment terminates due to your death or Disability or (iii) your 
employment is terminated by the Company for Cause, you will only be entitled 
to receive the compensation and benefits payable to you under the Company's 
otherwise applicable employee benefit plans or programs.

          As used in this letter agreement, "Cause" means (i) your willful 
failure to perform substantially your duties as an officer and employee of 
the Company (other than due to physical or mental illness), (ii) your 
engaging in serious misconduct that is injurious to the Company, (iii) your 
having been convicted of, or entered a plea of nolo contendere to, a crime 
that constitutes a felony, or (iv) your unauthorized disclosure of 
confidential information (other than to the extent required by an order of a 
court having competent jurisdiction or under subpoena from an appropriate 
government agency) that has resulted or is likely to result in material 
economic damage to the Company. As used in this letter agreement, "Disability" 
means that, as a result of your incapacity due to physical or mental illness, 
you have been absent from your duties to the Company on a substantially 
full-time basis for 180 days in any twelve-month period and within 30 days 
after the Company notifies you in writing that it intends to replace you, you
shall not have returned to the performance of your duties on a full-time 
basis.

          All amounts payable to you hereunder will be paid net of any and 
all applicable income or employment taxes required to be withheld therefrom 
under applicable Federal, State or local laws or regulations.

          If the foregoing accurately sets forth our understanding, please so 
indicate by signing below and returning one signed copy of this letter 
agreement to me.

                                      Sincerely,

                                      HOMELAND STORES, INC.


                                      ____________________________
                                      David B. Clark
                                      President and Chief Executive Officer



ACCEPTED AND AGREED
as of this 25th day of February,
1998.


_________________________
Terry M. Marczewski















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