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


                             April 28, 1998




Mr. Larry W. Kordisch
11324 Shady Glen Road
Oklahoma City, OK 73162

Dear Larry:

          The purpose of this letter is to confirm our understanding regarding
the termination of your employment with Homeland Holding Corporation ("Holding")
and Homeland Stores, Inc. ("Homeland") effective as of May 15, 1998 (the
"Effective Date").

          Homeland will continue to pay you your base salary on the same basis
as it pays salary to its senior officers until December 31, 1998. Homeland will
also continue to reimburse you for health insurance benefits costs under your
current plan until December 31, 1998. In addition, Homeland will pay you a 
single lump sum amount equal to $63,333.00 on or before May 4, 1998. Further, 
Homeland will transfer title to you to your current company car on the Effective
Date. All amounts payable to you will be subject to and reduced by any income
or employment taxes required to be withheld. The payments described in this 
paragraph, including the transfer of title to your current company car, are 
collectively referred to as the "Payments."

          In consideration of the Payments, you hereby waive the right to 
exercise your stock options under Homeland's 1996 Stock Option Plan and the 
stock option agreement between you and Homeland and such options shall be 
deemed to have expired and terminated as of the date of this letter agreement.

          As of the Effective Date, you hereby voluntarily resign as Executive
Vice President-Finance, Chief Financial Officer and Secretary of Holding and 
Homeland. As of the Effective Date, you hereby also voluntarily resign from each
other position you hold with Holding and/or Homeland, whether as an officer, 
trustee, fiduciary or administrator of any employee benefit plan maintained by 
Homeland or in which Homeland is a participating employer. You acknowledge
that your resignation as a member of the Boards of Directors of Holding and 
Homeland became effective February 13, 1998.

          In consideration of the Payments, you agree to make yourself 
reasonably available on a timely basis, in Oklahoma City, Oklahoma, to provide 
consulting services to, and assist and advise, Homeland on such matters and at 
such times as may be reasonably requested from time to time by the Chairman 
and/or the President and Chief Executive Officer of Homeland from the Effective 
Date through December 31, 1998. In connection with your providing consulting 
services to Homeland, you will be an independent contractor and will not be 
entitled to receive any other compensation or to participate in any of 
Homeland's employee benefit plans. During the term of such consulting 
arrangement, you will not, without Homeland's prior written consent, own,
manage, operate, consult with, be employed by, provide services for, solicit 
business for, or be connected with the ownership, management, operation or 
control of any retail grocery business in Oklahoma, the Texas Panhandle or
Southern Kansas. You acknowledge and agree that your providing such consulting
services to Homeland on this basis shall be a condition to the continued payment
by Homeland of the Payments. This consulting arrangement may be renewed or 
extended by mutual agreement of you and Homeland upon such terms and conditions,
including the amount of consulting fees, as you and Homeland shall mutually 
agree.

          You hereby agree that the Payments are in full and complete 
satisfaction of all amounts due and owing to you from Holding and Homeland. In
further consideration of the Payments, and for other good and valuable 
consideration, the receipt and adequacy of which are acknowledged, you hereby
release and discharge Holding and Homeland and each of their respective 
subsidiaries, parents, officers, directors, employees, agents and assigns from
any and all claims, liabilities, demands or causes of action, known or unknown,
arising out of or in any way connected with or related to your employment or the
termination of your employment, including, without limitation, any claims: (i) 
based on any local, state or federal statute relating to age, sex, race,
national origin, religion or any other form of discrimination (including, 
without limitation, the Age Discrimination in Employment Act of 1967, as 
amended), (ii) of wrongful discharge, (iii) related to any breach of any 
implied or express contract, whether oral or written, and (iv) for intentional 
or negligent infliction of emotional harm, defamation or any other tort. 
However, expressly excluded from the foregoing release are any and all claims
for vested benefits under any employee benefit plans maintained by Homeland.

          You hereby acknowledge that (i) you have read this letter agreement
(including, without limitation, the release in the foregoing paragraph), (ii)
you fully understand the terms of this letter agreement and you have had the
opportunity to consult with your own counsel, and (iii) you have executed this 
letter agreement voluntarily and without  coercion, whether express or implied.

          You agree to refrain from making any derogatory comment concerning 
Holding or Homeland or any of their respective current or former stockholders,
officers, directors, employees or agents or from taking any other action with
respect to Holding or Homeland which is reasonably expected to result, or does
result, in damage to the business or reputation of Holding or Homeland or any of
their respective current or former stockholders, officers, directors, employees 
or agents.
          You acknowledge that in connection with your affiliation with 
Homeland, including as an officer, director and a consultant to Homeland, you
have been and will be in a position of trust and confidence with respect to 
Homeland and its affairs. Further, you have had and will continue to have 
access to valuable and confidential information and trade secrets relating to 
the business and operations of Homeland. Without the prior written consent of
Homeland, except to the extent required by an order of a court having competent 
jurisdiction or under a subpoena from an appropriate government agency, you 
shall not disclose to any third person any trade secrets, customer lists, 
information regarding product development, marketing plans, sales plans,
management organization information (including data and other information 
related to members of the Board and management), operating policies or manuals,
market or feasibility studies, site analyses, frequent shopper data, business
plans, financial records, packaging design or other financial, commercial, 
business or technical information relating to Holding or Homeland or information
designated as confidential or proprietary that Holding or Homeland may receive
belonging to suppliers, customers or others who do business with Holding or 
Homeland, unless such confidential information has been previously disclosed to 
the public by Holding or Homeland or is in the public domain (other than by 
reason of breach of this letter agreement).

          You agree that, for a period of one year after the expiration of the
term of your consulting arrangement with Homeland (until December 31, 1999), you
will not, directly or indirectly, solicit to employ on behalf of yourself or
any third person any officer or employee of Homeland, without obtaining the 
prior written consent of Homeland. However, the foregoing restriction shall not
apply to any solicitation directed to the public in general in any publication
available to the public in general and shall not apply to the extent an officer
or employee of Homeland contacts you directly in search of employment.

          You agree that on or before the Effective Date you will return to 
Homeland all property of Homeland, and all copies thereof, in your possession
or under your control.

          You acknowledge that your covenants in this letter agreement relate
to special, unique and extraordinary matters and that a violation by you of any
of these covenants will cause Homeland irreparable injury for which adequate 
remedies are not available at law.  Therefore, you agree that Homeland shall be
entitled to an injunction, restraining order or such other equitable relief, 
without the requirement to post bond, as a court of competent jurisdiction may 
deem necessary or appropriate to restrain you from committing any violations 
of such covenants. Any such injunctive remedies are cumulative and are in 
addition to any other rights and remedies Homeland may have at law or in equity.

          This letter agreement constitutes the entire agreement between you 
and Homeland with respect to the subject matter hereof, and all promises, 
representations, understandings, arrangements and prior agreements relating
to such subject matter (including, without limitation, the letter agreements 
between you and Homeland dated April 29, 1996 and September 19, 1997) are 
merged herein and superseded hereby.

          This letter agreement shall be binding on and inure to the benefit 
of and be enforceable by your personal or legal representatives, executors, 
administrators, heirs, distributees, devisees and legatees.  This letter 
agreement shall be binding on and inure to the benefit of Holding and Homeland
and each of their respective successors and assigns.

          You acknowledge that a material part of the inducement for Homeland
to enter into this letter agreement is your covenants set forth herein. You 
agree that if you shall breach any of those covenants, Holding and Homeland
shall have no further obligation to provide you any benefits or amounts 
otherwise payable hereunder (except as may otherwise be required at law) and 
shall be entitled to such other legal and equitable relief as a court shall 
reasonably determine.

          The validity, interpretation, construction and performance of this 
letter agreement shall be governed by the internal laws of the State of 
Oklahoma.

          Please confirm that this letter accurately describes our understanding
by signing below and returning a signed copy of this letter to me.

                                   Sincerely,

Witnessed:

_________________________               David B. Clark
                                        President and Chief Executive Officer

Accepted and agreed
on April 28, 1998
                                        Witnessed:


_______________________________
Larry W. Kordisch