Homeland Holding Corporation
                            Stock Option Agreement

                         (Non-Qualified Stock Option)


          This Stock Option Agreement ("Agreement") is made this 1st day of 
June, 1998, by and between Homeland Holding Corporation, a Delaware corporation
("Holding"), and David B. Clark, an officer and an employee of Holding or a
subsidiary thereof ("Holder").

          In consideration of the mutual covenants hereinafter set forth and 
for other good and valuable consideration, Holding and the Holder agree as 
follows:

          1.  Grant of Stock Option. Holding hereby grants to the Holder the 
right and option ("Option") to purchase an aggregate of 30,000 shares of Common
Stock, par value $0.01 per share ("Common Stock"), of Holding on the terms and
subject to the conditions set forth in the Homeland Holding Corporation 1996 
Stock Option Plan ("Plan"), which is incorporated by reference in this 
Agreement, and in this Agreement.

          2.  Purchase Price.  The purchase price of the shares of Common Stock
subject to the Option shall be $8 per share.

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

               Number of Shares        First Date of Exercise

                     6,000                June 1, 1999
                     6,000                June 1, 2000
                     6,000                June 1, 2001
                     6,000                June 1, 2002
                     6,000                June 1, 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.

          The Board of Directors of Holding ("Board"), or, if there is a Stock
Option Committee ("Committee"), the Committee may accelerate the vesting of the
Option, subject to the limitations contained in the Plan.

          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 Holder's status as a director for cause; and (c) forty-five
(45) days after the termination of the Holder's employment other than for cause
("Expiration Date").

          If the Holder dies or becomes disabled while in the service of Holding
of any subsidiary thereof or within the period of time after termination of 
service during which the Holder is entitled to exercise the Option, the legal
representative of the Holder shall have the right to exercise the Option during
the period which the Holder is entitled to exercise the Option.

          The Holder shall have none of the rights of a shareholder 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 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 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 event having an effect
similar to any of the foregoing events.

          7.  Investment Intent.  The Holder represents and agrees for the 
Holder and the Holder's legal representatives that any shares 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 to Holding, in the form 
designated by the Board or, if there is a Committee, by the Committee, the 
purchase price for the shares of Common Stock for which the Option is being
exercised.

          9.  Governing Law; Interpretation.  This Agreement shall be subject
to, and governed by, the laws of the State of Oklahoma irrespective of the fact
that one or more of the parties now is, or may become a resident to a different
state. The Option is subject to the terms and conditions of the Plan, a copy 
of which may be examined during the business hours of Holding at its principal
offices in Oklahoma City, Oklahoma. To the extent there is any conflict or 
inconsistency between the Plan and this Agreement, the Plan or this Agreement
shall be determined by the Board or, if there is a Committee, the Committee and
such determination shall be final and binding upon Holding and the Holder.

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

          IN WITNESS WHEREOF, Holding has caused this Agreement to be duly 
executed by its officers thereunto duly authorized, and the Holder has hereunto
set the Holder's hand and seal, all on the day and year first above written.

                                   Homeland Holding Corporation


                                   By:
____________________________       Name: Terry M. Marczewski 
                                   Title: Vice President and Controller




_______________________________    Name: David B. Clark