Homeland Holding Corporation
                    John C. Rocker Stock Option Agreement


          This Stock Option Agreement ("Agreement") is made as of the 14th day
of September, 1998, by and between Homeland Holding Corporation, a Delaware 
corporation ("Holding"), and John C. Rocker (the "Holder").

                                 Recitals

          A.   The Holder and Homeland Stores, Inc., a Delaware corporation 
("Homeland"), are parties to that certain letter agreement dated September 14,
1998 (the "Employment Agreement"), under which the Holder became an officer and
an employee of Homeland.  Homeland is a wholly-owned subsidiary of Holding.

          B.   To induce the Holder to enter into the Employment Agreement, 
Homeland has committed that Holding will grant to the Holder the option to 
purchase an aggregate 25,000 shares of common stock, par value $0.01 per share,
of Holding (the "Common Stock").

          C.   This Agreement sets forth the terms and the conditions on which
Holding is granting such option to the Holder.

          For good and valuable consideration, the receipt and the sufficiency
of which are hereby acknowledged, Holding and the Holder agree as follows:

          1.    Grant of Stock Option. Holding hereby grants to the Holder the
option (the "Option") to purchase an aggregate of 25,000 shares of Common Stock
on the terms and subject to the conditions contained herein.

          2.   Purchase Price.  The purchase price of the shares of Common Stock
subject to the Option shall be equal to $4-3/4 per share, which was the fair 
market value of the Common Stock on September 14, 1998.

          Upon any exercise of the Option, unless otherwise permitted, the 
Holder shall pay in cash the purchase price with respect to the shares of Common
Stock for which the Option is then being exercised in cash. The Board of
Directors of Holding (the "Board") or, if there is a Compensation and Benefits
Committee (the "Committee"), the Committee, may permit the Holder (a) to pay 
such purchase price by transferring to Holding shares of Common Stock equal in
value (as determined by the Board or, if there is a Committee, the Committee)
to the purchase price or (b) to pay in cash the aggregate par value of the 
shares of Common Stock for which the Option is then being exercised and to
pay the balance of the purchase price on terms and subject to conditions 
determined by the Board or, if there is a Committee, the Committee.

          3.   Option Vesting Schedule.  The Option shall be exercisable as 
follows:

               Number of Shares         First Date of Exercise

                     5,000              September 14, 1999
                     5,000              September 14, 2000
                     5,000              September 14, 2001
                     5,000              September 14, 2002
                     5,000              September 14, 2003

          The First Date of Exercise shall mean, with respect to each group of
shares of Common Stock covered by the Option, the date on which the Option 
becomes exercisable with respect to such shares of Common Stock. Such shares
may be purchased either in whole or in part at any time and from time to time
on or after the First Date of Exercise and prior to the Expiration Date (as 
defined below).

          If there is a Change in Control (as defined below), the Option shall
be immediately exercisable in its entirety and the Holder shall have the right
to exercise the Option in its entirety at any time and from time to time prior
to the Expiration Date. As used herein, the term "Change of Control" means (a)
the earliest date a new shareholder or a related group of new shareholders 
acquires beneficial ownership of 30% or more of the then issued and outstanding
Common Stock, (b) the date on which Holding ceases to own all of the issued and
outstanding capital stock of Homeland or (c) the date on which Holding or
Homeland disposes of 50% or more of its assets.

          The Board or, if there is a Committee, the Committee may also 
accelerate the vesting of the Option.

          4.    Term of Option.  The Option shall expire and terminate on the
earliest of (a) ten (10) years from the date the Option is granted; (b) 
termination of the employment of the Holder as an officer and an employee for
Cause (as defined in the Employment Agreement); and (c) forty-five (45) days 
after the termination of the employment of the Holder as an officer or an 
employee other than for Cause (the "Expiration Date").

          If the Holder dies or becomes disabled during the period in which 
the Holder is an officer or an employee of Holding or within the period of time,
if any, after termination of such employment during which the Holder is entitled
to exercise the Option, the legal representative of the Holder shall have the
right to exercise the Option.

          The Holder shall have none of the rights of a stockholder with respect
to the shares of Common Stock subject to the Option until the date of issuance
of the shares to the Holder and only after such shares are fully paid.

          5.     Nontransferability.  The Option is not assignable or 
transferable by the Holder, other than by will or the laws of descent and 
distribution. During the life of Holder, the rights of the Holder under this 
Agreement may be exercised only by the Holder. Any attempted assignment or
transfer, voluntarily or by operation of law, that is not permitted by this 
Section 5 shall be null and void and without effect.

          6.     Adjustments.  The Board, or, if there is a Committee, the 
Committee may adjust the number and the kind of shares covered by the Option 
and the price per share thereof as the Board or the Committee, as the case may
be, determines, in its sole discretion and in good faith, is equitably required
to prevent dilution or enlargement of the rights of the Holder that would 
otherwise result from (a) any stock dividend, stock split, combination of 
shares, recapitalization or other change in the capital structure of Holding;
(b) any merger, consolidation, separation, reorganization or partial or complete
liquidation; or (c) any other corporate transaction or any other event having an
effect similar to any of the foregoing events.

          No fractional shares shall be issuable upon any exercise of the Option
following an adjustment and the aggregate purchase price shall be appropriately
reduced on account of any fractional share not issued.

          7.     Investment Intent.  The Holder represents and agrees for the
Holder and the Holder's legal representatives that any shares of Common Stock
or other securities purchased under the Option will be acquired for investment
only and not with a view to distribution.

          8.     Exercise of Option.  The Option may be exercised by delivering
to the Secretary of Holding notice in writing (in form satisfactory to Holding)
of the Holder's election to exercise the Option for a specified and permitted
number of shares of Common Stock and by paying the purchase price for the shares
of Common Stock for which the Option is then being exercised.

          9.    Governing Law; Interpretation.  This Agreement shall be subject
to, and governed by, the internal laws of the State of Oklahoma, irrespective
of the fact that one or more of the parties now is, or may become a resident
of, a different state.

          The interpretation and the construction by the Board or, if there is
a Committee, the Committee of any provision of this Agreement and any 
determination by the Board or, if there is a Committee, in connection herewith
shall be final and conclusive. No member of the Board or the Committee, if any,
shall be liable for any action or any determination taken or made in good faith.

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

          IN WITNESS WHEREOF, Holding and the Holder have executed and delivered
this Agreement on the date first above written.

                                   Homeland Holding Corporation


                                   By:      /s/ David B. Clark
                                         David B. Clark
                                         President and CEO


                                             /s/ John C. Rocker
                                         John C. Rocker