EIGHTH AMENDMENT TO LOAN AGREEMENT

       This EIGHTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made
and entered into effective as of March 23, 2001 by and among the following
parties:

            (a) HOMELAND STORES, INC. ("Borrower"), a Delaware corporation,

            (b) HOMELAND HOLDING CORPORATION ("Parent"), a Delaware corporation

                (Borrower and Parent are sometimes hereinafter referred to as
                the "Companies" and individually as a "Company"),

            (c) SLB MARKETING, INC. ("SLB"), a Texas corporation, as a Credit
       Party under the Loan Agreement,

            (d) JCH BEVERAGE, INC. ("JCH"), a Texas corporation, as a Credit
       Party under the Loan Agreement,

            (e) IBJ WHITEHALL BUSINESS CREDIT CORPORATION ("IBJ"), formerly IBJ
       Schroder Business Credit Corporation, the assignee of IBJ Schroder Bank &
       Trust Company,

            (f) HELLER FINANCIAL, INC. ("Heller"),

            (g) NATIONAL BANK OF CANADA ("NBC"), a Canadian chartered bank,

                (such lenders and other financial institutions and their
                respective successors and assigns, individually, a "Lender" and
                collectively, the "Lenders"), and

            (h) NBC, as agent for Lenders (in such capacity, the "Agent").

                                    RECITALS:

       A.   Pursuant to that certain Loan Agreement, dated as of December 17,
1998, by and among Borrower, Parent, Lenders and Agent, as amended by the
following:

            (1)  First Amendment to Loan Agreement, dated as of April 23, 1999,
       by and among Borrower, Parent, Lenders and Agent;

            (2)  Second Amendment to Loan Agreement, dated as of October 22,
       1999, by and among Borrower, Parent, Lenders, Agent and SLB;



EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 1


            December 22, 2000, by and among Borrower, Parent, Lenders, Agent,
       SLB, and JCH.

            (3)  Third Amendment to Loan Agreement, dated as of November 2,
       1999, by and among Borrower, Parent, Lenders, and Agent;

            (4)  Fourth Amendment to Loan Agreement, dated as of November 19,
       1999, by and among Borrower, Parent, Lenders, Agent, SLB, and JCH;

            (5)  Fifth Amendment to Loan Agreement, dated as of February 29,
       2000, by and among Borrower, Parent, Lenders, Agent, SLB, and JCH;

            (6)  Sixth Amendment to Loan Agreement, dated as of April 25, 2000,
       by and among Borrower, Parent, Lenders, Agent, SLB, and JCH;

            (7)  Seventh Amendment to Loan Agreement, dated as of December 22,
       2000, by and among Borrower, Parent, Lenders, Agent, SLB, and JCH

(as the same may be amended, renewed, extended, restated or otherwise modified
from time to time, the "Loan Agreement"), Lenders agreed to provide to Borrower
a senior secured revolving credit and letter of credit facility, a senior
secured term loan facility, and two secured acquisition term loan facilities.

       B.   Borrower and Parent have requested that Agent and Lenders amend the
Loan Agreement to amend the financial covenant in the Loan Agreement pertaining
to the Funded Debt-to EBITDA Ratio for the Fiscal Quarter of 2001 ending March
24, 2001.


                                  AGREEMENTS:

       NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

       1.   Terms Defined.  Unless otherwise defined in this Amendment, each
capitalized term used in this Amendment has the meaning given to such term in
the Loan Agreement (as amended by this Amendment).

       2.   Funded Debt-to-EBITDA Ratio:  The first sentence of Subsection
12.16(c) of the Loan Agreement is hereby amended to read as follows:



EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 2


            The Companies shall not permit their Funded Debt-to-EBITDA Ratio
       ending at the end of each Fiscal Quarter to be greater than the ratio
       indicated below for such Fiscal Quarter:

                       Fiscal Quarter                             Funded
                                                          Debt-to-EBITDA Ratio


       The fourth Fiscal Quarter of Fiscal Year 2000:          5.75 to 1.0


       The first Fiscal Quarter of Fiscal Year 2001:           5.50 to 1.0


       The second Fiscal Quarter of Fiscal Year 2001           5.25 to 1.0


       The third Fiscal Quarter of Fiscal Year 2001
       and each Fiscal Quarter thereafter:                     5.00 to 1.0



       3.  Conditions Precedent. The effectiveness of this Amendment is
expressly conditioned upon the satisfaction of the following conditions
precedent:

           (a)  Agent shall have received all of the following, each dated
       (unless otherwise indicated) the date of this Amendment, in form and
       substance satisfactory to Agent:

                (i)  Amendment Documents.  This Amendment and any other
           instrument (including, document or certificate required by Agent to
           be executed or delivered by Borrower, Parent or any other party in
           connection with this Amendment or any consent granted herein, duly
           executed by the parties thereto (collectively, the "Amendment
           Documents"); and

               (ii)  Additional Information.  Such additional documents,
           instruments and information as Agent or its legal counsel, Hughes &
           Luce, L.L.P., special counsel to Agent, and all local counsel to
           Agent, may reasonably request to effect the transactions
           contemplated hereby.

          (b)  Delivery of Documents.  All corporate proceedings taken in
       connection with the transactions contemplated by this Amendment and all
       other agreements, documents and instruments executed and/or delivered
       pursuant hereto, and all legal matters incident thereto, shall be
       satisfactory to Agent and its legal counsel, Hughes & Luce, L.L.P.

          (c)  Amendment Fee.  In consideration of the Lenders' entry into the
       agreements set forth in this Amendment, Borrower shall pay, and Lenders
       shall have received, an amendment fee in the amount of $15,000.

       4. Representations and Warranties.  Each Company hereby represents and
warrants to Agent and Lenders that, as of the date of and after giving effect



EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 3



to this Amendment, (a) the execution, delivery and performance of this Amendment
has been authorized by all requisite corporate action on the part of each
Company and will not violate the corporate charter or bylaws of any Company, (b)
all representations and warranties set forth in the Loan Agreement and in any
other Loan Documents are true and correct, in all material respects, as if made
again on and as of such date (including, without limitation, the representations
and warranties previously made as of the Closing Date in the Loan Agreement),
(c) no Default or Event of Default has occurred and is continuing, and (d) the
Loan Agreement (as amended by this Amendment), the Notes (as the same may be
amended and restated from time to time) and the other Loan Documents are and
remain legal, valid, binding and enforceable obligations of each Company, as
applicable.

       5. Amendment Documents as Loan Documents.  The term Loan Documents as
defined in the Loan Agreement and as used in any of the Loan Documents includes,
without limitation, this Amendment and each of the other Amendment Documents
executed in connection herewith.

       6. Governing Law.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

       7. Counterparts.  This Amendment may be executed in any number of
counterparts, all of which when taken together shall constitute one agreement,
and any of the parties hereto may execute this Amendment by signing any such
counterpart.

       8. No Oral Agreements.  THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT
AND THE OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN
AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN (A) BORROWER, OR PARENT, AND (B) AGENT OR ANY
LENDER.

       9. Loan Agreement Remains in Effect: No Waiver.  Except as expressly
provided herein, all terms and provisions of the Loan Agreement and the other
Loan Documents shall remain unchanged and in full force and effect and are
hereby ratified and confirmed.  No waiver by Agent or any Lender of any Default
or Event of Default shall be deemed to be a waiver of any other Default or Event
of Default.  No delay or omission by Agent or any Lender in exercising any
power, right or remedy shall impair such power, right or remedy or be construed
as a waiver thereof or an acquiescence therein, and no single or partial
exercise of any such power, right or remedy shall preclude other or further
exercise thereof or the exercise of any other power, right or remedy under the
Loan Agreement, the Loan Documents or otherwise.

      10. Ratification of Guaranties.  Each of Parent and by their signature
below SLB and JCH, reaffirms its respective obligations under its respective
Guaranty, agrees that its respective Guaranty shall remain in full force and
effect not withstanding execution of this Amendment and the Amendment Documents,



EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 4


and agrees that its respective Guaranty and the Loan Agreement shall continue to
be legal, valid and binding obligations of such Guarantor, enforceable in
accordance with the terms therein with regard to the Indebtedness.

      11. Fees and Expenses.  Borrower agrees to pay all expenses paid or
incurred by Agent in connection with this Amendment and any related documents,
including but not limited to recording fees, computer fees, duplication fees,
telephone and telecopier fees, travel and transportation fees, search and filing
fees, and the reasonable fees and expenses of Hughes & Luce, L.L.P., counsel to
Agent and Lenders.

      12. Survival of Representations and Warranties.  All representations and
warranties made in this Amendment or any other Amendment Document shall survive
the execution and delivery of this Amendment and the other Amendment Documents,
and no investigation by Lender or any closing shall affect the representations
and warranties or the right of Lender to rely upon them.

      13. Reference to Loan Agreement.  Each of the Loan Documents, including
the Loan Agreement, the Amendment Documents and any and all other agreements,
documents or instruments now or hereafter executed and/or delivered pursuant to
the terms hereof or pursuant to the terms of the Loan Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.

      14. Severability.  Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

      15. Successors and Assigns.  This Amendment is binding upon and shall
inure to the benefit of Agent, Lenders, Borrower, Parent, SLB and JCH and their
respective successors and assigns, except Borrower, Parent, SLB and JCH may not
assign or transfer any of their rights or obligations hereunder without the
prior written consent of Lenders.

      16. Headings.  The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

                          [Signature Pages Follow]




EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 5



       IN WITNESS WHEREOF, Borrower, Parent, SLB, JCH, Agent and Lenders have
caused this Amendment to be executed and delivered by their duly authorized
officers effective as of the date first above written.

                                      BORROWER:

                                      HOMELAND STORES, INC.



                                      By:
                                          Wayne S. Peterson,
                                          Senior Vice President - Finance and
                                          Chief Financial Officer and Secretary


                                      PARENT:

                                      HOMELAND HOLDING CORPORATION



                                      By:
                                          Wayne S. Peterson,
                                          Senior Vice President - Finance and
                                          Chief Financial Officer and Secretary


                                      CREDIT PARTIES:

                                      SLB MARKETING, INC.


                                      By:
                                          Wayne S. Peterson,
                                          Attorney-in-Fact

                                      JCH BEVERAGE, INC.


                                      By:
                                          Wayne S. Peterson,
                                          Attorney-in-Fact




EIGHTH AMENDMENT TO LOAN AGREEMENT - Page 6




                                      AGENT AND A LENDER:

                                      NATIONAL BANK OF CANADA,
                                      a Canadian chartered bank


                                      By: __________________________________
                                      Name: ________________________________
                                      Title: _______________________________


                                      By: __________________________________
                                      Name: ________________________________
                                      Title: _______________________________


                                      ADDITIONAL LENDERS:

                                      IBJ WHITEHALL BUSINESS CREDIT
                                      CORPORATION



                                      By: __________________________________
                                      Name: ________________________________
                                      Title: _______________________________


                                      HELLER FINANCIAL, INC.



                                      By: __________________________________
                                      Name: ________________________________
                                      Title: _______________________________









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