ASSET PURCHASE AGREEMENT


          This ASSET PURCHASE AGREEMENT dated
as of April 24, 2000 by and between LAMONTS
APPAREL, INC., a Delaware corporation
("Seller"), in its capacity as debtor-in-
possession in Case No. 00-00045 (TTG) (the
"Bankruptcy Case") in the United States
Bankruptcy Court for the Western District of
Washington (the "Bankruptcy Court"), and
GOTTSCHALKS INC., a Delaware corporation
("Buyer").

              W I T N E S S E T H

          WHEREAS, subject to the terms and
conditions of this Agreement, Buyer desires to
purchase, acquire and accept from Seller, and
Seller desires to sell, assign, and transfer
to Buyer, certain assets of Seller used in
Seller's department store business and certain
associated liabilities.

          NOW THEREFORE, in consideration of
the mutual promises and covenants contained
herein, and other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending
to be legally bound, Seller and Buyer do
hereby agree as follows:

                   ARTICLE I
                  DEFINITIONS

          1.1  General Provisions.  For all purposes of
this Agreement, except as otherwise expressly
provided:

          (a)  The terms defined in this Article I have
the meanings assigned to them in this
Article I and include the plural as well as
the singular.

(b)  All accounting terms used herein have the
meanings assigned to them under generally
accepted accounting principles.
(c)  All references in this Agreement to
designated "Articles," "Sections" and other
subdivisions and to "Exhibits," the
"Disclosure Schedule" and the "Buyer
Disclosure Schedule" are to the designated
Articles, Sections and other subdivisions of
the body of this Agreement and to the
Exhibits, the Disclosure Schedule and the
Buyer Disclosure Schedule to this Agreement.
(d)  Pronouns of either gender or neuter shall
include, as appropriate, the other pronoun
forms.
(e)  The words "herein," "hereof" and
"hereunder" and other words of similar import
refer to this Agreement as a whole and not to
any particular Article, Section or other
subdivision hereof, unless otherwise expressly
stated.
          1.2  Specific Provisions.  As used in this
Agreement the following definitions shall
apply:

               (1)  "Acquisition Proposal" means an inquiry,
offer or proposal regarding any of the
following (other than the transactions
contemplated by this Agreement) involving
Seller or its subsidiaries: (a) any merger,
reorganization, consolidation, share exchange,
recapitalization, business combination,
liquidation, dissolution or other similar
transaction, or any sale, lease, exchange,
mortgage, pledge, transfer or other
disposition of any portion of the Purchased
Assets or equity securities of Seller or any
of its subsidiaries, in each instance whether
in a single transaction or a series of related
transactions, or any other transaction which
could reasonably be expected to interfere with
the consummation of the transactions
contemplated by this Agreement, (b) any tender
offer or exchange offer for the outstanding
shares of capital stock of Seller or the
filing of any registration statement in
connection therewith, or (c) any public
announcement of a proposal, plan or intention
to do any of the foregoing or any agreement to
engage in any of the foregoing.

(2)  "Action" means any action, complaint,
petition, investigation, suit or other
proceeding, whether civil or criminal, in law
or in equity, by or before any arbitrator or
Governmental Entity, other than the Bankruptcy
Case.
(3)  "Agreement" means this Asset Purchase
Agreement, including all Exhibits hereto, the
Disclosure Schedule and the Buyer Disclosure
Schedule, as it may be amended, supplemented
or otherwise modified from time to time in
accordance with its terms.
(4)  "Approval" means any approval,
authorization, consent, qualification or
registration, or any waiver of any of the
foregoing, required to be obtained from, or
any notice, statement or other communication
required to be filed with or delivered to, any
Governmental Entity or any other person.
(5)  "Approval Motion" means a motion pursuant
to Sections 363 and 365 of the Bankruptcy Code
for the approval by the Bankruptcy Court of
the execution, delivery and performance of
this Agreement by Seller and the consummation
of the transactions contemplated hereby,
including, but not limited to, the sale of the
Purchased Assets by Seller to Buyer in
accordance with the terms and conditions of
this Agreement.
(6)  "Approval Order" means a final,
unappealable order of the Bankruptcy Court
granting the Approval Motion which order has
not been amended, modified or stayed.
(7)  "Assumed Contracts" means the contracts,
agreements and leases of equipment, machinery,
installations and other personal property
listed in Section 1.2(7) of the Disclosure
Schedule.
(8)  "Assumed Liabilities" is defined in
Section 2.2.
(9)  "Assumed Mall Agreements" means the Mall
Agreements listed in Section 1.2(9) of the
Disclosure Schedule.
(10) "Bankruptcy Case" is defined in the
preamble hereto.
(11) "Bankruptcy Code" means Title 11 of the
United States Code.
(12) "Bankruptcy Court" is defined in the
preamble hereto.
(13) "Business" means the department store
business of Seller.
(14) "Business Day" means any day other than a
Saturday, Sunday or a day on which banks in
the State of Washington are generally closed
for regular banking business.
(15) "Cash Portion" is defined in Section 3.1.
(16) "Closing" is defined in Section 3.2.
(17) "Closing Date" means the date of the
Closing.
(18) "Code" means the Internal Revenue Code of
1986, as amended.
(19) "Employee Plan" is defined in Section
4.10(a).
(20) "Encumbrance" means any lien, mortgage,
pledge, assignment, security interest, charge
or encumbrance of any kind (including any
conditional sale or other title retention
agreement, any lease in the nature thereof,
and any agreement to give any security
interest) and any option, trust or other
preferential arrangement having the practical
effect of any of the foregoing.
(21) "ERISA" means the Employee Retirement
Income Security Act of 1974, as amended, and
related regulations and published
interpretations.
(22) "Excluded Assets" is defined in Section
2.3.
(23) "Excluded Liabilities" is defined in
Section 2.3.
(24) "Governmental Entity" means any
government or any agency, bureau, board,
commission, court, department, official,
political subdivision, tribunal or other
instrumentality of any government, whether
federal, state or local, domestic or foreign.
(25) "Hart-Scott-Rodino Act" means the Hart-
Scott-Rodino Antitrust Improvements Act of
1976, as amended, and related regulations and
published interpretations.
(26) "Hazardous Substance" means (but shall
not be limited to) substances that are defined
or listed in, or otherwise classified pursuant
to, any applicable Laws as "hazardous
substances," "hazardous materials," "hazardous
wastes" or "toxic substances," or any other
formulation intended to define, list or
classify substances by reason of deleterious
properties such as ignitibility, corrosivity,
reactivity, radioactivity, carcinogenicity,
reproductive toxicity or "EP toxicity," and
petroleum and drilling fluids, produced waters
and other wastes associated with the
exploration, development, or production of
crude oil, natural gas or geothermal energy.
(27) "Law" means any constitutional provision,
statute, ordinance or other law, rule,
regulation, or interpretation of any
Governmental Entity and any Order.
(28) "Leases" means the leases of real
property listed in Section 1.2(28) of the
Disclosure Schedule.

 (29) "Letter of Intent" means that certain
letter agreement dated April 12, 2000 by and
between Buyer and Seller.

(30) "Loss" means any claim, cost, damage,
expense, judgment, liability, loss,
obligation, penalty or settlement including,
but not limited to, penalties and reasonable
legal, accounting and other professional fees
and expenses incurred in the investigation,
collection, prosecution and defense of claims
and amounts paid in settlement.
(31) "Mall Agreement" means any reciprocal
easement agreement, development agreement,
agreement of covenants, conditions and
restrictions, or other such agreement among
(or binding on) tenants or owners of portions
of any mall, shopping center or other
development at which real property leased
under the Leases is located which is binding
on or benefits Seller.

(32) "Minimum Overbid Proposal" means a bona
fide Acquisition Proposal (or combination of
Acquisition Proposals) for the acquisition of
not less than 75% (in number) of the Leases
that offers cash consideration at least
$1,900,000 in excess of the Cash Portion, and
is otherwise on terms and conditions
(including, but not limited to, conditions to
closing and timing of closing) substantially
the same as, and in any event no less
favorable to Seller than, those set forth in
this Agreement.
(33) "Order" means any decree, injunction,
judgment, order, ruling, assessment or writ
issued by any Governmental Entity.

(34) "Permit" means any license, permit,
franchise, certificate of authority, or order,
or any waiver of the foregoing, required to be
issued by any Governmental Entity.
(35) "Purchased Assets" is defined in Section
2.1.
(36) "Stores" means Seller's department
stores, all of which are listed in Section
1.2(36) of the Disclosure Schedule.

(37) "Tax" or "Taxes" means all federal,
state, local or foreign income, gross
receipts, windfall profits, severance,
property, production, sales, use, license,
business and occupation, excise, franchise,
employment, withholding, transfer, payroll,
goods and services, value-added or minimum
tax, or any other tax, custom, duty,
governmental fee, or other like assessment or
charge of any kind whatsoever, together with
any interest or any penalty, addition to tax
or additional amount imposed by any
Governmental Entity.

(38) "Total Purchase Price" is defined in
Section 3.1.
(39) "WARN Act" means the Worker Adjustment
and Retraining Notification Act of 1988.

                  ARTICLE II
  PURCHASE AND SALE OF ASSETS; ASSUMPTION OF
                  LIABILITIES

          2.1  Purchase and Sale of Assets.  Subject to
the terms and conditions of this Agreement, at
the Closing, Seller shall sell, assign,
transfer and deliver to Buyer, and Buyer shall
purchase, acquire and accept from Seller, all
of Seller's right, title and interest in and
to each of the following assets (the
"Purchased Assets"):

          (a)  Except for such as constitute inventory
held for sale in the ordinary course of
business consistent with past practice and
except for materials and supplies that are
consumed during the period between the date
hereof and the Closing Date in the ordinary
course of business consistent with past
practice, all of Seller's machinery,
equipment, installations, furniture, tools,
spare parts, supplies, maintenance equipment
and supplies, materials, deposits relating to
the foregoing and other items of personal
property of every kind and description owned
by Seller and located, as of the date hereof,
at the Stores including, but not limited to,
those items listed in Section 2.1(a) of the
Disclosure Schedule.

(b)  The Leases.

(c)  All of Seller's store fixtures, shelving
and business fixtures and all storage and
office facilities owned by Seller and located
on the real property leased under the Leases.
(d)  The Assumed Contracts.
(e)  The Assumed Mall Agreements.
(f)  All of Seller's licenses, permits,
variances, interim permits, permit
applications, approvals, consents,
certifications, qualifications and other
authorizations under any law, statute, rule,
regulation, order or ordinance applicable to
the Business or otherwise required by any
Governmental Entity in connection with the
Business or operations of the Business that
may be assigned or transferred by Seller.
(g)  All claims of Seller under any insurance
policies (and proceeds therefrom) covering any
of the Purchased Assets or any of the Assumed
Liabilities.
(h)  Originals or copies, at Seller's
election, of Seller's information, books and
records relating to the Business (other than
customer lists and files), including but not
limited to all product files, software,
confidential information (to the extent that
the same may be disclosed to Buyer under
applicable Law), price lists, marketing
information, sales records, property and
excise tax, historical and financial records
and files, all blueprints, building
specifications and "as built" plans, all
personnel and labor relations records relating
to Seller's employees hired by Buyer (to the
extent that the same may be transferred to
Buyer under applicable Law), all environmental
control, monitoring and test records, all
facility cost records, all maintenance and
production records, all plats and surveys of
the real property leased under the Leases and
all plans and designs of buildings,
structures, fixtures and equipment.
          2.2  Assumed Liabilities.  Subject to the
terms and conditions of this Agreement, at the
Closing, Buyer shall assume only the following
liabilities and obligations (the "Assumed
Liabilities"):

          (a)  Seller's obligations to perform under the
Leases, but only if and to the extent that the
same arise after the Closing Date.

(b)  Seller's obligations to perform under the
Assumed Mall Agreements, but only if and to
the extent that the same arise after the
Closing Date.
(c)  Seller's obligations to perform under the
Assumed Contracts, but only if and to the
extent that the same arise after the Closing
Date or are required to be discharged by Buyer
under the terms of Section 3.5.
          2.3  No Other Assets Purchased or Liabilities
Assumed.  Buyer shall not purchase, acquire or
accept from Seller any assets of Seller other
than the Purchased Assets (all such other
assets of Seller being the "Excluded Assets").
Buyer shall not assume, shall not take subject
to and shall not be liable for any liabilities
or obligations of any kind or nature
whatsoever, whether absolute, contingent,
accrued, known or unknown, of Seller other
than the Assumed Liabilities (all such other
liabilities of Seller being the "Excluded
Liabilities").

                  ARTICLE III
            PURCHASE PRICE; CLOSING

          3.1  Total Purchase Price; Cash Portion;
Allocation.  The total purchase price (the
"Total Purchase Price") to be paid to Seller
by Buyer for the Purchased Assets shall be (a)
the assumption of the Assumed Liabilities,
plus (b) $19,000,000 in cash (the "Cash
Portion").  Buyer and Seller agree that the
Total Purchase Price , including amounts
attributable to the Assumed Liabilities, shall
be allocated in accordance with the
requirements of Section 1060(a) of the Code,
which allocation shall be made in good faith
by Buyer as prescribed by the Code and
Treasury Regulations thereunder and followed
by both Buyer and Seller in the preparation of
their respective Tax returns.

          3.2  Closing.  The consummation of the
purchase and sale of the Purchased Assets and
the assumption of the Assumed Liabilities
pursuant to this Agreement (the "Closing")
shall be held at the offices of Ryan, Swanson
& Cleveland, PLLC, 1201 Third Avenue, Suite
3400, Seattle, Washington  98101-3034, on July
24, 2000; provided, however, that if any of
the conditions specified in Articles VII, VIII
and IX (other than conditions that can only be
satisfied on the Closing Date) shall not have
been satisfied at such date, the Closing shall
be held on the fifth Business Day following
the first date on which such conditions shall
have been satisfied, or such other date as
Seller and Buyer may agree.

          3.3  Items to be Delivered at the Closing by
Seller.  At the Closing, Seller shall deliver
or cause to be delivered to Buyer:

          (a)  An executed Bill of Sale and Assignment
in the form of Exhibit A.

          (b)  Subject to the provisions of Section 3.5,
an executed Assignment and Assumption
Agreement with respect to the Assumed
Contracts and the Assumed Mall Agreements in
the form of Exhibit B.
          (c)  An executed Lease Assignment and
Assumption Agreement with respect to the
Leases in the form of Exhibit C.
          (d)  If and to the extent obtained, executed
landlord consent and estoppel statements,
landlord lien waivers and subordination,
nondisturbance and attornment agreements with
respect to each of the Leases and the Assumed
Mall Agreements, as described in Section
6.4(b).
         (e)  Such other instruments of transfer
necessary or appropriate to transfer to and
vest in Buyer all of Seller's right, title and
interest in and to the Purchased Assets.
         (f)  Such other certificates and other
documents as are specified herein as then
deliverable by Seller.
          3.4  Items to be Delivered at the Closing by
Buyer.  At the Closing, Buyer shall deliver or
cause to be delivered to Seller:

          (a)  The Cash Portion, by wire transfer of
immediately available funds to an account
designated by Seller.

(b)  Subject to the provisions of Section 3.5,
an executed Assignment and Assumption
Agreement with respect to the Assumed
Contracts and the Assumed Mall Agreements in
the form of Exhibit B.
(c)  An executed Lease Assignment and
Assumption Agreement with respect to the
Leases in the form of Exhibit C.
(d)  Such other certificates and other
documents as are specified herein as then
deliverable by Buyer.
          3.5  Circumstances Under Which Certain Assumed
Contracts May Be Excluded.

          (a)  Section 4.2(a) of the Disclosure Schedule
includes a list of Seller defaults under or
with respect to the Assumed Contracts.  Buyer
has agreed, pursuant to Section 6.4(d), if the
Closing occurs, to make the payments to the
parties and in the amounts specified with
respect to each of the Assumed Contracts
listed in Section 4.2(a) of the Disclosure
Schedule immediately prior to the Closing in
order to cure such defaults so that such
Assumed Contract may be assumed by Seller and
assigned to Buyer at the Closing.

(b)  If and as received by Seller, Seller
shall promptly provide to Buyer copies of each
Statement of Default (as defined in the
Approval Motion) with respect to an Assumed
Contract that alleges any defaults that are
greater than those disclosed with respect to
such Assumed Contract in Section 4.2(a) of the
Disclosure Schedule.  Notwithstanding any
other provision of this Agreement, in the
event that any such Statement of Default with
respect to an Assumed Contract is received,
then Buyer may, in its sole discretion, by
notice to Seller given not less than one
Business Day prior to the date of the hearing
on the Approval Motion, elect to exclude such
Assumed Contract from the Closing, in which
event such Assumed Contract shall no longer be
an Assumed Contract within the meaning of this
Agreement.
                  ARTICLE IV
   REPRESENTATIONS AND WARRANTIES OF SELLER

          Except as otherwise indicated in the
Disclosure Schedule by specific reference to
the Section and statement intended to be
qualified, Seller represents and warrants to
Buyer as follows:

          4.1  Organization and Related Matters.  Seller
is a corporation duly organized, validly
existing and in good standing under the laws
of the State of Delaware.  Seller has all
necessary corporate power and, upon receipt of
the Approval Order, will have all necessary
corporate authority to execute, deliver and
perform this Agreement and any related
agreements to which it is a party.

          4.2  Leases, Mall Agreements and Assumed
Contracts.

          (a)  Each of the Mall Agreements known to
Seller is listed in Section 1.2(9) of the
Disclosure Schedule.  True, correct and
complete copies of each of the Leases, the
Assumed Mall Agreements and the Assumed
Contracts, including any and all amendments,
modifications or supplements thereto, have
been provided to Buyer.  Each Lease, each
Assumed Mall Agreement and each Assumed
Contract is valid and in full force and
effect, Seller has duly performed all of its
obligations thereunder to the extent that such
obligations to perform have accrued, and, with
respect to the Assumed Contracts, no breach or
default, alleged breach or default, or event
which would (with the passage of time, notice
or both) constitute a breach or default
thereunder by Seller has occurred or will
occur as a result of the execution, delivery
and performance of this Agreement, and, with
respect to the Leases and the Assumed Mall
Agreements, at and upon the Closing there will
be no breach or default, alleged breach or
default, or event which would (with the
passage of time, notice or both) constitute a
breach or default by Seller thereunder.  To
Seller's best knowledge, no breach or default,
alleged breach or default, or event which
would (with the passage of time, notice or
both) constitute a breach or default under any
Lease, Assumed Mall Agreement or Assumed
Contract by any party thereto other than
Seller has occurred or will occur as a result
of the execution, delivery and performance of
this Agreement.  Assuming the Approval Order
is obtained, the consummation of the
transactions contemplated by this Agreement
will not (and will not give any person a right
to) terminate or modify any rights of, or
accelerate or augment any obligation of,
Seller under any Lease, Assumed Mall Agreement
or Assumed Contract.

(b)  Section 1.2(28) of the Disclosure
Schedule accurately sets forth the term of
each Lease.  Except as indicated in Section
1.2(28) of the Disclosure Schedule, there are
no deposits held by the landlord under any of
the Leases.  Seller has accepted possession of
each property leased under a Lease and is in
actual possession thereof and has not sublet,
assigned or hypothecated its leasehold
interest thereunder.  Except for proofs of
claim filed in the Bankruptcy Case, no lessor
has asserted a defense to, or offset or claim
against, its obligations under any Lease, and
all such defenses, offsets and claims will be
remedied or cured upon receipt of the Approval
Order.  Seller has not paid any rent under any
Lease more than one month in advance.  All
space and improvements leased by Seller have
been fully and satisfactorily completed and
furnished in accordance with the provisions of
each Lease.  There are no brokerage or leasing
fees or commissions or other compensation that
will be due or payable by Buyer on an absolute
or contingent basis to any person, firm,
corporation, or other entity, with respect to
or on account of any of the Leases and no such
fees, commissions or other compensation shall,
by reason of any existing agreement, become
due during the terms of any of the Leases or
with respect to any renewal or extension
thereof or the leasing of additional space by
Seller.  There are no outstanding contracts
made by or on behalf of Seller for the
construction or repair of any improvements to
any of the properties leased under the Leases
(including, without limitation, tenant
improvements) that have not been fully paid
for.
          4.3  Title.  Seller has good and marketable
title to each of the Purchased Assets, free
and clear of any Encumbrances.  Assuming that
the Approval Order is obtained, Seller has all
right, power and authority to sell, convey,
assign, transfer and deliver the Purchased
Assets to Buyer in accordance with the terms
of this Agreement.  At the Closing, Buyer will
acquire good title to and complete ownership
of the Purchased Assets, free and clear of any
Encumbrances.

          4.4  Authorization; No Conflicts.  The
execution, delivery and performance of this
Agreement and any related agreements by Seller
have been duly and validly authorized by the
Board of Directors of Seller and by all other
necessary corporate action on the part of
Seller.  Upon issuance of the Approval Order,
this Agreement and any related agreements will
constitute the legally valid and binding
obligation of Seller, enforceable against it
in accordance with their terms except as such
enforceability may be limited by general
principles of equity, including, without
limitation, concepts of materiality,
reasonableness, good faith and fair dealing
and the possible unavailability of specific
performance or injunctive relief, regardless
of whether considered in a proceeding in
equity or at law.  Assuming issuance of the
Approval Order, the execution, delivery and
performance of this Agreement by Seller and
the execution, delivery and performance of any
related agreements by Seller will not (a)
violate or constitute a breach or default
(whether upon lapse of time and/or the
occurrence of any act or event or otherwise)
under, the Certificate of Incorporation and
Bylaws of Seller, (b) constitute a breach or
default (whether upon lapse of time and/or the
occurrence of any act or event or otherwise)
under any Lease, Assumed Mall Agreement or
Assumed Contract or result in the imposition
of any Encumbrance against any of the
Purchased Assets or (c) violate any Law
applicable to Buyer.  Section 4.4 of the
Disclosure Schedule lists all Approvals and
Permits required to be obtained by Seller to
consummate the transactions contemplated by
this Agreement.  Except for matters indicated
in Section 4.4 of the Disclosure Schedule as
requiring that certain actions be taken by or
with respect to a third party or Governmental
Entity, the execution and delivery of this
Agreement by Seller and the performance of
this Agreement and any related agreements by
Seller will not require any notice to, filing
or registration with, or the issuance of any
Permit by, any third party or Governmental
Entity under the terms of any applicable Laws,
the Leases, the Assumed Mall Agreements or the
Assumed Contracts.

          4.5  Condition of Property.  Each of the
Purchased Assets that is an item of personal
property of Seller, and all of the personal
property leased to Seller pursuant to any
Assumed Contract, is in all material respects
in a reasonable and prudent state of
maintenance and repair, has in all material
respects been regularly and appropriately
maintained, repaired and replaced, and is not
in any material respect defective except for
ordinary wear and tear.  All of the real
property leased to Seller pursuant to the
Leases is in all material respects in a
reasonable and prudent state of maintenance
and repair and has no material physical,
structural, or mechanical defects (including,
without limitation, material defects in the
plumbing, heating, sprinkler, air
conditioning, ventilation and electrical
systems and roof).  In all material respects,
each of the Purchased Assets that is an item
of personal property of Seller, all personal
property or equipment leased to Seller under
any Assumed Contract and all store fixtures
located on the real property leased under any
of the Leases are located on or at premises
leased under one or more of the Leases.

          4.6  Legal Proceedings; Labor Matters.
Section 4.6 of the Disclosure Schedule sets
forth a true and complete list of all Actions
(other than routine collection matters in the
ordinary course of business consistent with
past practice) to which Seller is a party.
Seller is not in default under any Order.
There is no organized labor strike, dispute,
slowdown or stoppage, or collective bargaining
or unfair labor practice claim, pending or to
the best knowledge of Seller threatened,
against or affecting Seller or the Business.

          4.7  Insurance.  Section 4.7 of the Disclosure
Schedule sets forth a true and complete list
of all insurance policies and all self-
insurance arrangements administered by Seller
covering the ownership and operations of the
Purchased Assets.

          4.8  Permits.  Section 4.8 of the Disclosure
Schedule sets forth a true and complete list
of all Permits owned or held by Seller in
connection with the ownership of the Purchased
Assets, all of which are in effect and in good
standing.

          4.9  Compliance with Law; Environmental
Matters.  Seller is organized and has
conducted the Business in accordance with
applicable Laws, including environmental Laws.
Seller has not received any communication from
a Governmental Entity that alleges that Seller
is not in compliance with all applicable Laws,
including environmental Laws.  To Seller's
best knowledge, no Hazardous Substances are
located on any of the real property leased to
Seller under the Leases.  Seller has not
generated, used, transported, treated, stored,
released or disposed of, or has suffered or
permitted anyone else to generate, use,
transport, treat, store, release or dispose of
any Hazardous Substance which is regulated or
prohibited by any Law, or has created or might
reasonably be expected to create any liability
under any Law or which would require reporting
to or notification of any Governmental Entity.
There has not been any generation, use,
transportation, treatment, storage, release or
disposal of any Hazardous Substance in
connection with the conduct of the Business or
Seller's use of any real property leased to
Seller under the Leases or to the best
knowledge of Seller any nearby or adjacent
properties that is regulated or prohibited by
any Law, or has created or might reasonably be
expected to create any liability under any Law
or which would require reporting to or
notification of any Governmental Entity.  To
Seller's best knowledge, no asbestos, lead-
based paint or polychlorinated biphenyl or
storage tank (aboveground or underground) is
contained in or located at any of the real
property leased to Seller under the Leases.

          4.10 Employee Benefits.

          (a)  Section 4.10(a) of the Disclosure
Schedule lists (by employer or by plan
sponsor, as applicable) all employee benefit
plans and collective bargaining, employment,
retention or severance agreements and other
similar arrangements to which Seller is a
party or contributes that are (a) profit-
sharing, deferred compensation, bonus, stock
option, stock purchase, pension, retainer,
consulting, retirement, severance, welfare or
incentive plans, agreements or arrangements,
(b) plans, agreements or arrangements
providing for material "fringe benefits" or
perquisites to employees, including but not
limited to benefits relating to company
automobiles, clubs, vacation, child care,
parenting, sabbatical, sick leave, workers'
compensation, medical, dental,
hospitalization, life insurance and other
types of insurance, (c) employment agreements
not terminable on 30 days (or less) written
notice or terminable at will by the employer
without penalty, or (d) other "employee
benefit plans" (within the meaning of
Section 3(3) of ERISA) (each of the foregoing
being a "Employee Plan").

(b)  Seller has provided to Buyer true and
complete copies of all documents and summary
plan descriptions with respect to the Employee
Plans, including, but not limited to the plan
and trust documents or summary descriptions of
any Employee Plans not otherwise in writing,
Form 5500 for the most recent three years
filed for each Employee Plan subject to such
filing requirement, including all required
schedules, and the most recent Internal
Revenue Service determination letter for each
Employee Plan which is intended to constitute
a qualified plan under Section 401 of the
Code.
(c)  There are no negotiations, demands or
proposals that are pending or have been made
which concern matters now covered, or that
would be covered, by the Employee Plans.
(d)  Except as required under Section 4980B of
the Code, Seller has no obligation to provide
health or other welfare benefits to any
employee following termination of employment.
Section 4.10(d) of the Disclosure Schedule
sets forth (i) a list (including the name,
gender, age and, where applicable,
relationship to or with the employee or former
employee) of all "qualified beneficiaries" as
defined in Section 4980B of the Code, (ii)
such additional information as would be
required to be provided to an insurance
carrier in order for Buyer to obtain health
insurance coverage for such individuals, and
(iii) Seller's total actual costs incurred for
claims under COBRA continuation coverage
during the preceding three years.
(e)  Except as otherwise provided herein, no
event has occurred that will result in
liability to Buyer under or with respect to
any Employee Plan.
(f)  Seller has classified all individuals who
perform services for Seller correctly under
the Employee Plans, ERISA and the Code as
common law employees, independent contractors
or leased employees.
(g)  No Employee Plan is a "multi employer
plan" within the meaning of Section 3(37) of
ERISA.  Neither Seller nor any ERISA Affiliate
has ever had an obligation to contribute to a
"multiemployer plan" within the meaning of
Section 3(37) of ERISA.  The term "ERISA
Affiliate" means any trade or business
(whether or not incorporated) that is or was a
member of a group of which the Seller is or
was a member and which is or was under common
control or treated as a single employer with
Seller within the meaning of Section 414 (b),
(c), (m) or (o) of the Code.
          4.11 Year 2000 Compliance.  Seller has taken
steps to review identify and analyze its
computer software and hardware used in the
conduct of the Business to determine its year
2000 compliance.  Such computer software and
hardware is year 2000 compliant.  As used
herein, the term "year 2000 compliance" means
the ability unambiguously to handle date
information before, at and after January 1,
2000 and to function without interruption
before, at and after January 1, 2000.

          4.12 No Brokers or Finders.  No agent, broker,
finder, or investment or commercial banker, or
other person or firm engaged by or acting on
behalf of Seller in connection with the
negotiation, execution or performance of this
Agreement or the transactions contemplated by
this Agreement, is or will be entitled to any
brokerage or finder's or similar fee or other
commission as a result of this Agreement or
such transactions except for The Buxbaum
Group, whose fees and expenses will be paid by
Seller.

                   ARTICLE V
    REPRESENTATIONS AND WARRANTIES OF BUYER

          Except as otherwise indicated in the
Buyer Disclosure Schedule by specific
reference to the Section and matter intended
to be qualified, Buyer represents and warrants
to Seller as follows:

          5.1  Organization and Related Matters.  Buyer
is a corporation duly organized, validly
existing and in good standing under the laws
of the State of Delaware.  Buyer has all
necessary corporate power and authority to
execute, deliver and perform this Agreement
and any related agreements to which it is a
party.

          5.2  Authorization; No Conflicts.  The
execution, delivery and performance of this
Agreement and any related agreements by Buyer
have been duly and validly authorized by the
Board of Directors of Buyer and by all other
necessary corporate action on the part of
Buyer.  This Agreement and any related
agreements constitute the legally valid and
binding obligation of Buyer, enforceable
against it in accordance with their terms
except as such enforceability may be limited
by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or
affecting creditors' rights generally
(including, without limitation, fraudulent
conveyance laws) and by general principles of
equity, including, without limitation,
concepts of materiality, reasonableness, good
faith and fair dealing and the possible
unavailability of specific performance or
injunctive relief, regardless of whether
considered in a proceeding in equity or at
law.  The execution, delivery and performance
of this Agreement by Buyer and the execution,
delivery and performance of any related
agreements by Buyer will not (a) violate or
constitute a breach or default (whether upon
lapse of time and/or the occurrence of any act
or event or otherwise) under, the Certificate
of Incorporation and Bylaws of Buyer,
(b) constitute a breach or default (whether
upon lapse of time and/or the occurrence of
any act or event or otherwise) under any
contract, lease or other agreement to which
Buyer is a party or by which it is bound or
(c) violate any Law applicable to Buyer.
Section 5.2 of the Buyer Disclosure
Schedule lists all Approvals and Permits
required to be obtained by Buyer to consummate
the transactions contemplated by this
Agreement.  Except for matters indicated in
Section 5.2 of the Buyer Disclosure
Schedule as requiring that certain actions be
taken by or with respect to a third party or
Governmental Entity, the execution and
delivery of this Agreement by Buyer and the
performance of this Agreement and any related
agreements by Buyer will not require any
notice to, filing or registration with, or the
issuance of any Permit by, any third party or
Governmental Entity under the terms of any
applicable Laws or any contract, lease or
other agreement to which Buyer is a party or
by which it is bound.

          5.3  Ability to Perform.  No Action or Order
is outstanding, pending or, to the best
knowledge of Buyer, threatened against Buyer
or its business or assets that reasonably
could be expected to affect Buyer's right,
capacity or ability to carry out the terms of
and perform its obligations under this
Agreement.  Buyer has received commitment
letters (copies of which have been provided to
Seller) from lenders with respect to the
financing of Buyer's payment of the Cash
Portion.  Receipt of the consent of Congress
Financial Corporation described in Paragraph
2, Section 5.2 of the Buyer Disclosure
Schedule is not a requirement of or condition
to Closing.

          5.4  No Brokers or Finders.  No agent, broker,
finder, or investment or commercial banker, or
other person or firm engaged by or acting on
behalf of Buyer or any of its Affiliates in
connection with the negotiation, execution or
performance of this Agreement or the
transactions contemplated by this Agreement,
is or will be entitled to any brokerage or
finder's or similar fee or other commission as
a result of this Agreement or such
transactions except for Lehman Brothers Inc.,
whose fees and expenses will be paid by Buyer.

                  ARTICLE VI
               INTERIM COVENANTS

          6.1  Access.  Seller will authorize and permit
Buyer and its representatives (which term
shall be deemed to include its independent
accountants and outside legal counsel) to have
reasonable access during normal business hours
to all of the books and records of the
Business and all other information with
respect to the conduct of the Business as
Buyer may from time to time reasonably request
for the purposes of familiarizing itself with
the Business, the Purchased Assets or the
Assumed Liabilities and obtaining any
necessary Approvals or Permits required for
the consummation of the transactions
contemplated by this Agreement.

          6.2  Notice of Certain Developments.  Each of
Seller and Buyer shall promptly notify the
other of them in writing of all events,
circumstances, facts and occurrences, whether
arising prior to or subsequent to the date of
this Agreement, that will or are reasonably
likely to result in any breach of a
representation or warranty or covenant made by
the notifying party in this Agreement or any
failure to be satisfied of any condition to
the obligations of the party receiving such
notice under this Agreement.

          6.3  Conduct of Business.  Seller shall not,
without the prior written consent of Buyer:

          (a)  Amend, terminate, fail to renew or
renegotiate any Lease, Assumed Mall Agreement
or Assumed Contract or default (or take or
omit to take any action that with or without
the giving of notice or passage of time or
both, would constitute a default) in any of
its obligations under any Lease, Assumed Mall
Agreement or Assumed Contract.

          (b)  Sell, transfer, mortgage, encumber or
otherwise dispose of any of the Purchased
Assets.

(c)  Terminate or fail to renew any existing
insurance coverage covering any of the
Purchased Assets or any of the Assumed
Liabilities.
(d)  Terminate, amend or fail to renew or
preserve any Permits.
(e)  Fail to maintain or repair any Purchased
Asset in accordance with reasonable and
prudent maintenance and repair procedures.
(f)  Agree to or make any commitment to take
any action that is or would be prohibited by
this Section 6.3.
          (g)  Fail to make any and all
payments required of Seller under the Leases,
the Assumed Contracts and the Assumed Mall
Agreements for the period between the filing
of the petition initiating the Bankruptcy Case
to the Closing.

          6.4  Permits and Approvals; Lease and Mall
Agreement Cure Payments.

          (a)  Each of the parties shall, as promptly as
practicable (except with respect to filings
required under the Hart-Scott-Rodino Act,
which each of the parties shall prepare,
submit and file promptly following receipt of
the Approval Order), prepare, submit and file
(or cause to be prepared, submitted and filed)
all applications, notices and requests for,
and shall use all reasonable efforts to obtain
as promptly as practicable, all Permits and
Approvals of all Governmental Entities that,
with respect to Seller, are listed in Section
4.4 of the Disclosure Schedule, and with
respect to Buyer, are listed in Section 5.2 of
the Buyer Disclosure Schedule, and will
cooperate fully with each other in promptly
seeking to obtain all such Permits and
Approvals.  Without limiting the foregoing,
Seller shall, not later than three Business
Days after receipt of Buyer's approval
thereof, file the Approval Motion with the
Bankruptcy Court.

(b)  Seller shall prepare and give promptly
all such notices to third parties and use all
commercially reasonable efforts to obtain such
third party Approvals as are listed in
Section 4.4 of the Disclosure Schedule.  Buyer
shall prepare and give promptly all such
notices to third parties and use all
commercially reasonable efforts to obtain such
third party Approvals as are listed in
Section 5.2 of the Buyer Disclosure Schedule.
Seller shall use commercially reasonable
efforts to obtain executed lessor estoppel
certificates, in the form of Exhibit D hereto,
and executed landlord agreements, in the form
of Exhibit E hereto, from each lessor under a
Lease, and executed estoppel certificates, in
the form of Exhibit F hereto, from each person
which is known by Seller to be a party to an
Assumed Mall Agreement other than Seller.
Seller shall use commercially reasonable
efforts to obtain executed subordination,
nondisturbance and attornment agreements, in
the form of Exhibit G hereto, with respect to
all Leases executed by the person holding the
subject encumbrance and the lessor under the
subject Lease.  Seller shall use commercially
reasonable efforts to obtain and furnish to
Buyer any and all certificate(s) of occupancy
or similar documents required from any
Governmental Entity in connection with Buyer's
possession of the real property leased under
the Leases.  Buyer acknowledges that for
purposes of this Section 6.4(b) "all
commercially reasonable efforts" do not
include making out-of-pocket money payments,
granting of concessions or accommodations or
provision of other out-of-pocket
consideration.
(c)  Buyer shall pay the fees of any Hart-
Scott-Rodino Act filing.  Each of the parties
shall bear its own costs and expenses incurred
or other fees paid to Governmental Entities to
obtain the Approvals and Permits referred to
in this Section 6.4.
(d)  Seller shall be responsible for, and at
or prior to the Closing shall take all actions
necessary to cure all breaches or defaults
under the Leases and the Assumed Mall
Agreements that are required by the Approval
Order to be cured.  Subject to the provisions
of Section 3.5, if the Closing occurs, Buyer
shall be responsible for, and at or prior to
the Closing shall take all actions necessary
to cure the defaults under the Assumed
Contracts that are required by the Approval
Order to be cured.
(e)  The parties acknowledge and agree that
neither of them shall comply with any of the
requirements of any bulk sales or transfer
law.
          6.5  Prorations; Sales and Transfer Taxes.

          (a)  At the Closing, any and all real estate,
leasehold and personal property taxes paid or
payable in 2000, payments made by or due from
Seller under the Leases, the Assumed Contracts
and the Assumed Mall Agreements for the period
between the filing of the petition initiating
the Bankruptcy Case to the Closing, and
utility, water, sewer and similar charges,
shall be apportioned and prorated between
Seller and Buyer as of the Closing Date, with
Seller to pay and be responsible for all of
the foregoing as relate to periods ending on
or prior to the Closing Date, and Buyer to pay
and be responsible for all of the foregoing as
relate to periods beginning after the Closing
Date.

(b)  Seller shall pay and be responsible for
any and all real property excise or transfer
Taxes, if any, and Buyer shall pay and be
responsible for any and all sales, use,
personal property excise, leasehold, personal
property transfer or other similar Taxes, if
any, imposed on or in connection with the sale
or transfer of the Purchased Assets to, and
the assumption of the Assumed Liabilities by,
Buyer pursuant to this Agreement.  Any and all
registration, filing or recording fees or
costs, if any, shall be paid by and be the
responsibility of Buyer.
          6.6  Certain Employee Matters.

          (a)  Not later than May 14, 2000, Buyer shall
deliver to Seller a list of those employees of
Seller to whom Buyer desires to offer
employment on the Closing Date.  On the
Closing Date, Buyer shall offer employment
commencing on the first Business Day after the
Closing Date and on an "at will" basis to
those employees listed in such notice.

(b)  Seller shall comply with the provisions
of the WARN Act with respect to any
termination of its employees, and shall
provide terminated employees with all legally
required notices relating to the Employee
Plans.
(c)  Buyer agrees to offer "COBRA Continuation
Coverage" under a group health plan or
insurance policy maintained by or issued to
Buyer to each "M&A Qualified Beneficiary" of
Seller beginning on the later of the Closing
Date or the date the "Selling Group" which
includes Seller ceases to provide any group
health plan to any employee.  The term "COBRA
Continuation Coverage" shall have the meaning
set forth in Treasury Regulations Section
54.4980B-5 Q&A-1.  The terms "M&A Qualified
Beneficiary" and "Selling Group" shall have
the meanings set forth in Proposed Treasury
Regulations Sections 54.4980B-9 Q&A-4 and Q&A-
3 respectively.
          6.7  Acquisition Proposals; Minimum Overbid
Proposals; Expense Reimbursement.  Seller
shall immediately cease and cause to be
terminated any existing activities,
discussions, or negotiations with any parties
regarding any Acquisition Proposal.  From the
date of this Agreement until the Closing Date
or the termination of this Agreement pursuant
to Section 10.1, Seller shall not and shall
not permit any of its subsidiaries, or any of
its or their officers, directors, employees,
representatives, agents, or affiliates,
including, without limitation, any investment
banker, attorney or accountant retained by
Seller or any of its subsidiaries
(collectively, "Representatives"), to,
directly or indirectly, (i) initiate, solicit,
encourage or otherwise facilitate (except by
way of furnishing information, but then only
by Seller's special reorganization counsel),
any inquiries or the making of any proposal or
offer that constitutes, or may reasonably be
expected to lead to an Acquisition Proposal
(as defined below), or (ii) enter into or
maintain or continue discussions or negotiate
with any person in furtherance of such
inquiries or to obtain an Acquisition
Proposal, or (iii) agree to, approve,
recommend, or endorse any Acquisition
Proposal, or authorize or permit any of its
subsidiaries or Representatives to take any
such action, and Seller shall promptly notify
Buyer of any such inquiries and proposals
received by Seller or any of its subsidiaries
or Representatives, relating to any of such
matters; provided, however, that Seller may,
if and only Seller has complied with the
provisions of subsection 6.7(i) above, in
response to a Minimum Overbid Proposal,
furnish information to, or engage in
discussions or negotiations with, the
proponent of such Minimum Overbid Proposal.
Prior to furnishing any information to any
person, Seller shall cause Seller's special
reorganization counsel to give written notice
to Buyer to the effect that it intends to
furnish information to such person, which
notice shall identify the recipient and
describe the information to be provided.
Prior to entering into discussions or
negotiations with any person concerning any
Acquisition Proposal, Seller shall give
written notice to Buyer to the effect that it
intends to enter into discussions or
negotiations with such person, which notice
shall describe in detail the nature and terms
of the Acquisition Proposal.  Seller shall
keep Buyer fully and timely informed of the
status of any discussions or negotiations
relating to any Acquisition Proposal.

          ARTICLE VII

   GENERAL CONDITIONS TO OBLIGATIONS OF THE
                    PARTIES

          7.1  General Conditions.  The obligations of
the parties to effect the Closing shall be
subject to the following conditions unless
waived in writing by all parties:

          (a)  No Orders; Legal Proceedings.  No Law or
Order shall have been enacted, entered,
issued, promulgated or enforced by any
Governmental Entity, nor shall any Action have
been instituted and remain pending by any
Governmental Entity at what would otherwise be
the Closing Date, that prohibits or restricts
or would (if successful) prohibit or restrict
the transactions contemplated by this
Agreement.  No Governmental Entity shall have
notified any party to this Agreement that
consummation of the transactions contemplated
by this Agreement would constitute a violation
of any Laws of any jurisdiction or that it
intends to commence proceedings to restrain or
prohibit such transactions or force
divestiture or rescission, unless such
Governmental Entity shall have withdrawn such
notice and abandoned any such proceedings
prior to the otherwise timely Closing.

(b)  Governmental Approvals.  The Approval
Order and all other Permits from and Approvals
of Governmental Entities that are listed in
Section 4.4 of the Disclosure Schedule and
Section 5.2 of the Buyer Disclosure Schedule
shall have been received or obtained on or
prior to the Closing Date, and any applicable
waiting period under the Hart-Scott-Rodino Act
shall have expired or been terminated, in each
instance without the imposition of any
material condition or restriction upon Buyer.


                 ARTICLE VIII
      CONDITIONS TO OBLIGATIONS OF BUYER

          8.1  Conditions to Obligations of Buyer.  The
obligations of Buyer to effect the Closing
shall be subject to the following conditions
except to the extent waived in writing by
Buyer:

          (a)  Representations and Warranties and
Covenants of Seller.  The representations and
warranties of Seller set forth in Section 4.5
shall be true and correct and the other
representations and warranties of Seller set
forth in Article IV shall be true and correct
in all material respects at the Closing Date
with the same effect as though made at such
time, Seller shall have in all material
respects performed all obligations and
complied with all covenants and conditions
required by this Agreement to be performed or
complied with by it at or prior to the Closing
Date, and Seller shall have delivered to Buyer
a certificate of Seller dated the Closing Date
and signed by the Chief Executive Officer of
Seller to such effect.

          (b)  Condition of Stores.  The Stores shall be
in suitable condition for possession to be
transferred to Buyer.  The Stores shall be in
all material respects free of dirt, rubbish
and debris.

                  ARTICLE IX
      CONDITIONS TO OBLIGATIONS OF SELLER

          9.1  Conditions to Obligations of Seller.  The
obligations of Seller to effect the Closing
shall be subject to the following conditions,
except to the extent waived in writing by
Seller:

          (a)  Representations and Warranties and
Covenants of Buyer.  The representations and
warranties of Buyer set forth in Article V
shall be true and correct in all material
respects at the Closing Date with the same
effect as though made at such time, Buyer
shall have in all material respects performed
all obligations and complied with all
covenants and conditions required by this
Agreement to be performed or complied with by
it at or prior to the Closing Date, and Buyer
shall have delivered to Seller a certificate
of Buyer dated the Closing Date and signed by
the Chief Executive Officer of Buyer.

                   ARTICLE X
     TERMINATION OF OBLIGATIONS; SURVIVAL

          10.1 Termination of Agreement.  Anything
herein to the contrary notwithstanding, this
Agreement and the transactions contemplated by
this Agreement shall terminate at the close of
business on August 31, 2000 unless extended by
mutual consent in writing of the parties and
may otherwise be terminated at any time before
the Closing as follows and in no other manner:

          (a)  Mutual Consent.  By mutual consent in
writing of the parties.

(b)  Conditions to Buyer's Performance
Impossible.  By Buyer upon written notice to
Seller if any event occurs which would render
impossible the satisfaction of one or more
conditions to the obligations of Buyer to
consummate the transactions contemplated by
this Agreement as set forth in Article VII or
VIII.
(c)  Conditions to Seller' Performance
Impossible.  By Seller upon written notice to
Buyer if any event occurs which would render
impossible the satisfaction of one or more
conditions to the obligations of Seller to
consummate the transactions contemplated by
this Agreement as set forth in Article VII or
IX.
(d)  Material Breach.  By Buyer on the one
hand, and Seller on the other hand, by written
notice to the other of them, if there has been
a material misrepresentation or material
breach on the part of the other in its
representations, warranties or covenants set
forth herein; provided, however, that with
respect to any misrepresentation or breach of
any provision of this Agreement other than
Section 6.7, if such misrepresentation or
breach is susceptible to cure, the breaching
party shall have ten Business Days after
receipt of notice from the other party of its
intention to terminate this Agreement pursuant
to this Section 10.1 if such misrepresentation
or breach continues in which to cure such
misrepresentation or breach before the other
party may so terminate this Agreement.
          (e)  Acquisition Proposal.  By Buyer by
written notice to Seller if Seller shall have
entered into any agreement with respect to an
Acquisition Proposal, or Seller shall have
engaged in discussions or negotiations with
the proponent of any Acquisition Proposal and
such discussions or negotiations shall have
continued for more than 15 Business Days.

          10.2 Effect of Termination.  In the event that
this Agreement shall be terminated pursuant to
Section 10.1, all further obligations of the
parties under this Agreement shall terminate
without further liability of any party to
another except as set forth in this Section
10.2.  The obligations of the parties
contained in this Section 10.2 shall survive
any termination of this Agreement pursuant to
Section 10.1.  A termination under
Section 10.1 shall not relieve any party of
any liability for a breach of any provision of
this Agreement, or be deemed to constitute a
waiver of any available remedy (including
specific performance if available) for any
such breach.

          10.3 Survival of Representations and
Warranties.  The representations and
warranties of Seller and of Buyer contained in
this Agreement shall expire upon the Closing.

                  ARTICLE XI
                    GENERAL

          11.1 Amendments; Waivers.  This Agreement and
any Schedule or Exhibit attached hereto may be
amended only by agreement in writing of all
parties.  No waiver of any provision nor
consent to any exception to the terms of this
Agreement or any agreement contemplated hereby
shall be effective unless in writing and
signed by the party to be bound and then only
to the specific purpose, extent and instance
so provided.

          11.2 Disclosure Schedule; Buyer Disclosure
Schedule; Exhibits; Integration.  The
Disclosure Schedule, the Buyer Disclosure
Schedule and each Exhibit delivered pursuant
to the terms of this Agreement shall be in
writing and shall constitute a part of this
Agreement, although the Disclosure Schedule
and the Buyer Disclosure Schedule need not be
attached to each copy of this Agreement.  This
Agreement, together with the Disclosure
Schedule, the Buyer Disclosure Schedule and
such Exhibits, constitutes the entire
agreement among the parties pertaining to the
subject matter hereof and supersedes all prior
agreements and understandings of the parties
in connection therewith including, but not
limited to, the Letter of Intent.

          11.3 Best Efforts; Further Assurances; Power
of Attorney.  Each party will use its best
efforts to cause all conditions to its
obligations hereunder to be timely satisfied
and to perform and fulfill all obligations on
its part to be performed and fulfilled under
this Agreement, to the end that the
transactions contemplated by this Agreement
shall be effected substantially in accordance
with its terms as soon as reasonably
practicable.  Each party shall execute and
deliver both before and after the Closing such
further certificates, agreements and other
documents and take such other actions as may
be reasonably necessary to consummate or
implement the transactions contemplated hereby
or to evidence such events or matters.

          11.4 Governing Law.  This Agreement and the
legal relations between the parties shall be
governed by and construed in accordance with
the laws of the State of Washington applicable
to contracts made and performed in such State
and without regard to conflicts of law
doctrines.  Each of the parties recognizes and
consents to the continuing jurisdiction of the
Bankruptcy Court over any Action, controversy,
claim or dispute arising out of or relating to
this Agreement or the transactions
contemplated hereby.

          11.5 No Assignment.  Neither this Agreement
nor any related agreements nor any rights or
obligations under any of them shall be
assignable by any of the parties hereto.
Notwithstanding the foregoing, Buyer may
assign its rights and obligations hereunder to
any wholly owned subsidiary of Buyer, provided
that Buyer shall nevertheless remain liable to
Seller for the performance of Buyer's
obligations hereunder.

          11.6 Headings.  The descriptive headings of
the articles, sections and subsections of this
Agreement are for convenience only and do not
constitute a part of this Agreement.

          11.7 Counterparts.  This Agreement and any
amendment hereto or any other agreement (or
document) delivered pursuant hereto may be
executed in one or more counterparts and by
different parties in separate counterparts,
all of which shall constitute one and the same
agreement (or other document).

          11.8 Publicity and Reports.  The parties shall
coordinate all publicity relating to the
transactions contemplated by this Agreement,
and no party shall issue any press release,
publicity statement or other public notice
relating to this Agreement, or the
transactions contemplated by this Agreement
without obtaining the prior consent of both
Seller and Buyer (which consent shall not be
unreasonably withheld or delayed), except to
the extent that independent legal counsel to
Seller or Buyer, as the case may be, shall
have advised its client that a particular
action is required by applicable Law.

          11.9 Parties in Interest.  This Agreement
shall be binding upon and inure to the benefit
of each party and its successors and permitted
assigns, and nothing in this Agreement,
express or implied, is intended to confer upon
any other person any rights or remedies of any
nature whatsoever under or by reason of this
Agreement.  Nothing in this Agreement is
intended to relieve or discharge the
obligation of any third person to any party to
this Agreement.

          11.10     Notices.  Any notice or other
communication hereunder must be given in
writing and (a) delivered in person,
(b) transmitted by telex, telefax or
telecommunications mechanism, provided that
any notice so given is also mailed or sent as
provided in clause (c), or (c) mailed by
certified or registered mail, postage prepaid,
receipt requested or sent by reputable
overnight courier as follows:

          If to Buyer, addressed to:

          Gottschalks Inc.
          7 River Park Place East
          P.O. Box 28920
          Fresno, CA  93729
          Telecopy: 559-434-4666
          Attention: Warren L. Williams, Esq.

          With copies to:

          O'Melveny & Myers LLP
          400 South Hope St., 15th Floor
          Los Angeles, CA 90071-2899
          Telecopy: 213-430-6407
          Attention: Avery R. Brown, Esq.
                    Charles C. Wolf, Esq.

          If to Seller, addressed to:

          Lamonts Apparel, Inc.
          12413 Willows Road N.E.
          Kirkland, WA  98034
          Telecopy: 425-814-9749
          Attention: Debbie A. Brownfield

          With copies to:

          Heller Ehrman White & McAuliffe LLP
          701 Fifth Avenue, Suite 6100
          Seattle, WA  98104-7098
          Telecopy: 206-447-0849
          Attention: Bruce M. Pym, Esq.

          and

          Stutman, Treister & Glatt,
          Professional
          Corporation
          3699 Wilshire Boulevard, Suite 900
          Los Angeles, CA  90010
          Telecopy: 213-251-5288
          Attention: Eve H. Karasik, Esq.

          and

          Kronish Lieb Weiner & Hellman LLP
          1114 Avenue of the Americas
          New York, NY  10036-7798
          Telecopy:  212-479-6275
          Attention: Lawrence C. Gottlieb

or to such other address or to such other
person as either party shall have last
designated by such notice to the other party.
Each such notice or other communication shall
be effective (i) if given by
telecommunication, when transmitted to the
applicable number specified in (or pursuant
to) this Section 11.10 and an appropriate
answerback is received, (ii) if given by mail
or courier or any other means, when actually
delivered.

          11.11     Expenses.  Except as otherwise
expressly provided in this Agreement, each of
the parties shall pay its own expenses
incident to the negotiation, preparation and
performance of this Agreement and the
transactions contemplated hereby, including
but not limited to the fees, expenses and
disbursements of its investment bankers,
accountants and counsel.

          11.12     Remedies.  To the extent permitted
by Law, and except as otherwise expressly
provided herein to the contrary, all rights
and remedies existing under this Agreement and
any Related Agreements or documents are
cumulative to, and not exclusive of, any
rights or remedies otherwise available under
applicable Law.  No failure on the part of any
party to exercise or delay in exercising any
right hereunder shall be deemed a waiver
thereof, nor shall any single or partial
exercise preclude any further or other
exercise of such or any other right.

          11.13     Attorneys' Fees.  In the event of
any Action for the breach of this Agreement or
misrepresentation by any party, the prevailing
party shall be entitled to reasonable
attorneys' fees, costs and expenses incurred
in such Action.  Attorneys' fees incurred in
enforcing any judgment in respect of this
Agreement are recoverable as a separate item.
The preceding sentence is intended to be
severable from the other provisions of this
Agreement and to survive any judgment and, to
the maximum extent permitted by law, shall not
be deemed merged into any such judgment.

          11.14     Representation by Counsel;
Interpretation.  The parties each acknowledge
that each party to this Agreement has been
represented by counsel in connection with this
Agreement and the transactions contemplated by
this Agreement.  Accordingly, any rule of Law
or any legal decision that would require
interpretation of any claimed ambiguities in
this Agreement against the party that drafted
it has no application and is expressly waived.
The provisions of this Agreement shall be
interpreted in a reasonable manner to effect
the intent of the parties.

          11.15     Severability.  If any provision of
this Agreement is determined to be invalid,
illegal or unenforceable by any Governmental
Entity, the remaining provisions of this
Agreement shall remain in full force and
effect provided that the essential terms and
conditions of this Agreement for all parties
remain valid, binding and enforceable.

          11.16     Calendar Days; Holidays.  All
references made in this Agreement to the word
"days," whether for notices, schedules or
other miscellaneous time limits, shall at all
times herein be deemed to mean calendar days,
unless specifically referenced as Business
Days.  When performance of an obligation or
satisfaction of a condition set forth in this
Agreement is required on or by a date that is
a Saturday, Sunday, or a legal holiday, such
performance or satisfaction shall instead be
required on or by the next Business Day
following that Saturday, Sunday or holiday,
notwithstanding any other provision of this
Agreement.

          11.17     Effectiveness.  Notwithstanding any
provision herein to the contrary, this
Agreement shall be effective and binding upon
the parties only upon issuance of the Approval
Order (except for the provisions of Section
6.7, which shall be effective and binding upon
the parties upon the execution and delivery of
this Agreement).

          11.18     Disclosure Schedule.  The parties
acknowledge that with respect to information
required under this Agreement to be provided
(as distinguished from information
constituting exceptions to Seller's
representations and warranties), Sections
2.1(a), 4.8, and 4.10(d) of the Disclosure
Schedule are incomplete.  Seller shall, with
respect to information called for by Sections
2.1(a) and 4.10(d) of the Disclosure Schedule,
deliver, and, with respect to information
called for by Section 4.8 of the Disclosure
Schedule, Seller shall use commercially
reasonable efforts to deliver, to Buyer and
its counsel complete and final versions of
such Sections of the Disclosure Schedule as
soon as practicable but in any event not later
than 5:00 p.m. PDT on Friday, April 28.

          IN WITNESS WHEREOF, each of the
parties hereto has caused this Agreement to be
executed by its duly authorized officers as of
the day and year first above written.


     LAMONTS APPAREL, INC.


     By:  /s/ Alan R. Schlesinger
         Title:  CEO

       GOTTSCHALKS INC.


     By:  /s/ Michael S. Geele
     Title:   Senior Vice President and
               Chief Financial Officer


                   EXHIBIT A

      FORM OF BILL OF SALE AND ASSIGNMENT


          For good and valuable consideration,
receipt of which is hereby acknowledged, and
pursuant to that certain Asset Purchase
Agreement dated as of April 24, 2000 (the
"Agreement;" capitalized terms used but not
defined herein being used herein as therein
defined) by and between LAMONTS APPAREL, INC.,
a Delaware corporation ("Seller"), and
GOTTSCHALKS INC., a Delaware corporation
("Buyer"), and intending to be legally bound
hereby, Seller does hereby unconditionally and
irrevocably sell, convey, grant, assign and
transfer to Buyer all of its right, title and
interest in and to the Purchased Assets
including, but not limited to, those listed on
Schedule 1 hereto.

          IN WITNESS WHEREOF, Seller has
caused this Bill of Sale and Assignment to be
executed this _____ day of ______________,
2000.



           LAMONTS APPAREL, INC.



By:___________________________

Name:________________________

Title:__________________________


                  SCHEDULE 1
                      to
          BILL OF SALE AND ASSIGNMENT


                   (To Come)





                   EXHIBIT B


  FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


          This ASSIGNMENT AND ASSUMPTION
AGREEMENT is entered into as of
                   __, 2000 by and between
LAMONTS APPAREL, INC., a Delaware corporation
("Seller"), and GOTTSCHALKS INC., a Delaware
corporation ("Buyer").

              W I T N E S S E T H

          WHEREAS, pursuant to that certain
Asset Purchase Agreement dated as of April 24,
2000 (the "Agreement;" capitalized terms used
but not defined herein being used herein as
therein defined) by and between the parties
hereto, Seller desires to transfer to Buyer,
and Buyer desires to acquire from Seller,
Seller's interest in the Assumed Mall
Agreements and the Assumed Contracts.

          NOW THEREFORE, in consideration of
the transfer contemplated hereby and other
good and valuable consideration the receipt
and sufficiency of which are hereby
acknowledged, Seller and Buyer do hereby agree
as follows:

          1.  Seller hereby assigns and
transfers to Buyer, and Buyer accepts the
assignment and transfer of, all of Seller's
right, title and interest in, to and under the
Assumed Mall Agreements and the Assumed
Contracts, and Buyer assumes and undertakes to
perform Seller's obligations under the Assumed
Mall Agreements and the Assumed Contracts, but
only if and to the extent that the same arise
after the Closing Date.

          2.  This Agreement shall be governed
by and construed in accordance with the laws
of the State of Washington.

          IN WITNESS WHEREOF, Seller and Buyer
have caused this Assignment and Assumption
Agreement to be executed as of the date first
above written.

          LAMONTS APPAREL, INC.



By:___________________________

Name:________________________

Title:__________________________


          GOTTSCHALKS INC.



By:___________________________

Name:________________________

Title:_________________________


                   EXHIBIT C

    FORM OF LEASE ASSIGNMENT AND ASSUMPTION
                   AGREEMENT



RECORDING REQUESTED BY
AND WHEN RECORDED RETURN
TO:

     _______________________
     _______________________
     _______________________
     _______________________
     Attn:  __________________
______________________________________________
_____________________

   LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

          THIS LEASE ASSIGNMENT AND ASSUMPTION
AGREEMENT (this "Assignment") is made as of
the ______________________ day of
_____________, 2000, by and between LAMONTS
APPAREL, INC., a Delaware corporation
("Assignor"), and GOTTSCHALKS INC., a Delaware
corporation ("Assignee").  Terms used herein
and not otherwise defined shall have the
meanings assigned to them in the Asset
Purchase Agreement dated April 24, 2000, by
and between Assignor and Assignee (the
"Agreement").

             W I T N E S S E T H :

          WHEREAS, pursuant to the Agreement,
Assignor has agreed to assign, transfer and
convey and Assignee has agreed to acquire and
accept the interest of Assignor under the
leases described on Exhibit 1 attached hereto
(the "Leases"), which Leases relate to that
certain real property described on Exhibit 2
attached hereto; and

          WHEREAS, Assignee has agreed under
the Agreement to assume Assignor's obligations
to perform under the Leases, but only if and
to the extent that the same arise after the
Closing Date.

          NOW, THEREFORE, with reference to
the foregoing recitals, which are incorporated
herein by this reference and for other good
and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
the parties hereto do hereby agree as follows:

          1.   Assignor does hereby assign,
grant, transfer and convey to Assignee all of
its right, title and interest as lessee under
the Leases.

          2.   Assignee accepts the foregoing
assignment and assumes Seller's obligations to
perform under the Leases, but only if and to
the extent that the same arise after the
Closing Date.

          3.   Assignor shall not further
assign, grant, transfer, sell, convey,
mortgage, pledge or otherwise encumber all or
any portion of its interest in the Leases.
Any attempted further assignment, grant,
transfer, sale, conveyance, mortgage, pledge
or other encumbrance, whether made voluntarily
or otherwise, shall be void and of no effect.

          4.   The persons executing this
Assignment hereby represent and warrant that
they are duly authorized to execute and
deliver this Agreement on behalf of Assignor
or Assignee, as the case may be.

          5.   This Assignment may be executed
in any number of counterparts, each of which
shall be deemed an original, but all of which
together shall constitute only one instrument.

          IN WITNESS WHEREOF, the parties
hereto have caused this Assignment to be
executed as of the date first above written.

                         "Assignor"

                         LAMONTS APPAREL, INC.

                         By
                         Name:
                         Title:


                         "Assignee"

                         GOTTSCHALKS INC.

                         By
                         Name:
                         Title:




   EXHIBIT 1 (to Exhibit C of Asset Purchase
                  Agreement)

                   THE LEASE



            [insert copy of Lease]
   EXHIBIT 2 (to Exhibit C of Asset Purchase
                  Agreement)

            DESCRIPTION OF PROPERTY



 [Use only if Exhibit 1 does not include this
                 information]

                   EXHIBIT D

      FORM OF LESSOR ESTOPPEL CERTIFICATE


Gottschalks Inc.
7 River Park Place East
Fresno, California  92729
Attn:  ___________________

          RE:  [reference lease] (the "Lease")
               with respect to certain
               premises (the "Leased
               Premises)") in the [reference
               mall and location] (the
               "Shopping Center")

          The undersigned (the "Landlord"),
the landlord under the Lease covering the
Leased Premises, has been informed by Lamonts
Apparel, Inc. ("Lamonts"), the tenant under
the Lease, that Lamonts has assigned or will
assign the Lease to Gottschalks Inc.
("Gottschalks") and that Gottschalks has
assumed or will assume the obligations of
Lamonts under the Lease (collectively, the
"Assignment").

          As a condition precedent to the
Assignment, Gottschalks is requiring and will
be relying on this landlord estoppel
certificate (this "Certificate").
Accordingly, Landlord hereby certifies to
Gottschalks the following to Landlord's best
knowledge as of the date hereof:

          1.   Landlord is the lessor under
the Lease, pursuant to which Lamonts leases
the Leased Premises.  The Lease has not been
modified, changed, altered, supplemented or
amended in any respect, nor have any
provisions thereof been waived [except as
described in the reference line of this
letter].

          2.   The lease is valid and in full
force and effect on the date hereof.  Landlord
does not have any other agreements with
Lamonts with respect to the Lease or the
Leased Premises.

          3.   Lamonts is the current tenant
under the Lease.  All rents or other sums
(including, but not limited to, taxes,
utilities, maintenance fees, and insurance)
due and payable under the Lease have been paid
through the date of this Certificate.  No
rents or other charges (including, but not
limited to, taxes, utilities, maintenance fees
and insurance) have been prepaid, other than
as provided in the Lease.

          4.   No event has occurred and no
condition exists that constitutes, or that
would constitute with the giving of notice or
the lapse of time or both, a default by
Landlord or by Lamonts under the Lease.
Landlord has no existing credits, defenses,
offsets or counterclaims against the
enforcement of the Lease by Lamonts.

          5.   All work required to be
performed by Lamonts under the Lease has been
completed, and all conditions of the Lease
required to be satisfied by Lamonts have been
satisfied, other than ongoing obligations such
as the payment of rent.

          6.   The term of the Lease is
_____________.

          7.   The security deposit held by
the Landlord under the Lease is $________.

          8.   Landlord has no knowledge of
and has received no notice of any assignment,
hypothecation and pledge of Lamonts' interest
in the Lease (other than the "Assignment").

          9.   Landlord has not received any
notice of any present violation of any laws,
regulations or ordinances relating to the use
or condition of the Leased Premises or the
Shopping Center.

          10.  Landlord does not currently
engage in or permit, and has not in the past
engaged in or permitted, within or upon the
Leased Premises or the Shopping Center, any
use or disposal of any toxic or hazardous
substances which are regulated under any
federal, state, county or municipal laws,
regulations or ordinances, other than minimal,
non-reportable quantities of substances used
in the ordinary course of business.  To
Landlord's knowledge, no occupant of any
portion of the Shopping Center has used or
disposed of any toxic or hazardous substances
on the Shopping Center premises, other than
minimal, non-reportable quantities of
substances used by such occupant in the
ordinary course of business.

          11.  Landlord is not the subject of
any voluntary actions or, to Landlord's
knowledge, involuntary actions under any
insolvency or bankruptcy laws.

          12.  This Certificate binds Landlord
and its representatives, successors and
assigns.  Landlord shall notify all successor
owners, assignees and mortgagees of the
existence and terms of this Certificate.
Landlord understands that Gottschalks is
relying upon the truth of the statements made
in this Certificate in entering into the
Assignment, and this Certificate shall inure
to the benefit of Gottschalks, Lamonts and
their respective representatives, successors
and assigns.  The undersigned has the power
and authority to render this certificate on
behalf of Landlord.

Date: ___________, 2000


"LANDLORD"
                                  [NAME OF
LANDLORD]



By:_________________________
Name:
Title:


                   EXHIBIT E

          FORM OF LANDLORD AGREEMENT


          CONGRESS FINANCIAL CORPORATION, a
Delaware corporation ("Lender") has entered
into financing agreements with Gottschalks
Inc., a Delaware corporation ("Debtor")
pursuant to which Lender has been granted a
security interest in any or all of Debtor's or
its affiliates' personal property, including,
but not limited to, inventory and equipment
(hereinafter "Personal Property").  For
purposes of this landlord agreement (this
"Agreement"), the term "Personal Property"
does not include plumbing and electrical
fixtures, heating, ventilation and air
conditioning, wall and floor coverings, walls
or ceilings and other fixtures not
constituting trade fixtures.  Some or part of
the Personal Property has or may from time to
time become affixed to or be located on,
wholly or in part, the real property leased by
Debtor or its affiliates located at
[location], the legal description of which is
attached as Exhibit A (the "Premises").  The
undersigned is the owner or lessor of the
Premises.

          The undersigned agrees as follows:

          1.   The undersigned waives and
relinquishes any landlord's lien, rights or
levy or distraint, claim, security interest or
other interest the undersigned may now or
hereafter have in or with respect to any of
the Personal Property, whether for rent or
otherwise.

          2.   The Personal Property may be
installed in or located on the Premises and is
not and shall not be deemed a fixture or part
of the real property but shall at all times be
considered personal property.

          3.   Lender, at its option, may
enter and use the Premises for the purposes of
repossessing, removing, selling or otherwise
dealing with any of the Personal Property, and
such license shall be irrevocable and shall
continue from the date Lender enters the
Premises for a period of up to ninety (90)
days after the receipt by Lender of written
notice from the undersigned directing removal
of the Personal Property; provided, that (a)
for each day that Lender uses the Premises
pursuant to the rights granted to it
hereunder, unless the undersigned has
otherwise been paid rent in respect to any of
such period, Lender shall pay the regularly
scheduled rent provided under the lease
relating to such Premises between the
undersigned and Debtor (the "Lease"), prorated
on a per diem basis to be determined on a
thirty (30) day month, without hereby assuming
the Lease or incurring any other obligations
of Debtor and (b) any damage to the Premises
caused by Lender or its representatives will
be repaired by Lender at its sole expense.

          4.   The undersigned agrees to send
notice in writing of any default under the
Lease to:

                    Congress Financial
                    Corporation
                    251 South Lake Avenue,
                    Suite 900
                    Pasadena, California 91101
                    Attention:  Kristine Metchikian

Upon receipt of such notice, Lender shall have
the right, but not the obligation, to cure
such default within ten (10) days thereafter.
Any payment made or act done by Lender to cure
any such default shall not constitute an
assumption of the Lease or any obligations of
Debtor.

          5.   This waiver may not be changed
or terminated orally or by a course of conduct
and is binding upon the undersigned and the
heirs, personal representatives, successors
and assigns of the undersigned and inures to
the benefit of Lender and the successors and
assigns of Lender.

          6.   LANDLORD WAIVES ANY RIGHT TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF THIS AGREEMENT.

          Dated this ____ day of ____________,2000.

                                   [LANDLORD]


                                   By:________
                                   Name:
                                   Title:


                   EXHIBIT F

  FORM OF MALL AGREEMENT ESTOPPEL CERTIFICATE


     FORM OF ESTOPPEL CERTIFICATE FOR MALL
                  AGREEMENTS

TO:  Gottschalks Inc.
     7 River Park Place East
     Fresno, California 93729
     Attn:

     Re:  Reciprocal   Easement  Agreement - [name     of    shopping
          center] (the "Shopping Center"), [city],Washington


          The undersigned has been informed by
Lamonts Apparel, Inc. ("Lamonts") that
Gottschalks Inc. ("Gottschalks") intends to
purchase certain assets of Lamonts (the
"Acquisition").  Lamonts presently
[owns/leases] and operates a department store
in the Shopping Center.  After the
Acquisition, Gottschalks will continue to
operate the department store currently
operated by Lamonts in the Shopping Center.
The department store will be operated under
the trade name "Gottschalks".

          The Shopping Center premises are
encumbered and benefited by that certain
[title of reciprocal easement agreement]
described in Schedule 1 hereto (the "REA").
As a condition precedent to the Acquisition,
Gottschalks is requiring and will be relying
on this Estoppel Certificate (this
"Certificate").

          The undersigned, a "Party" to the
REA [and a party to the Additional Agreement
described in Schedule 2 hereto (the
"Additional Agreement")], hereby confirms, as
of the date of this Certificate, as follows:

          1.   To the knowledge of the
          undersigned, no party is in default
          under the REA [or the Additional
          Agreement].

          2.   There has been no assignment,
          modification or amendment of the REA
          [or the Additional Agreement].

          3.   The REA [and the Additional
          Agreement] [is/are] in full force
          and effect.

          This Certificate is for the benefit
of and may be relied upon by Gottschalks and
its successors and assigns from time to time.




Very truly yours,


By:
Name:
Title:


Date: ____________________, 2000


                  SCHEDULE 1


              Description of REA


          [Insert description of REA]


                 [SCHEDULE 2]


     [Description of Additional Agreement]


[[Insert description of Additional Agreement]]

                   EXHIBIT G

   FORM OF SUBORDINATION, NONDISTURBANCE AND
             ATTORNMENT AGREEMENT




PREPARED BY AND
RETURN TO WHEN RECORDED:

Gottschalks Inc.
7 River Park Place East
Fresno, California 93729
Attn:



 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
                   AGREEMENT

          THIS AGREEMENT is made and entered
into as of the _____ day of ____________,
2000, by and between
_____________________________ ("Lender") and
GOTTSCHALKS INC., 7 River Park Place East,
Fresno, California 93729 ("Tenant").

                  WITNESSETH:

          WHEREAS, by the lease described on
Schedule 1 hereto (the "Lease"), the Tenant
has leased from ______________________
("Landlord") certain premises ("Premises")
located in the City of _____________, County
of _______________, State of ______________,
which Premises are legally described on
Schedule 2 attached hereto, together with and
subject to various easements and rights as
referenced in the Lease.

          WHEREAS, Lender is the holder of a
[deed of trust and assignment of rents] on the
Premises, given to the Lender by Landlord,
dated as of ___________ ____, 19___, recorded
in the Official Records of ______________
County, _______________ as Instrument No.
_____________ (collectively referred to herein
with any other documents securing the debt
secured by the deed of trust as the
"Mortgage").

          NOW, THEREFORE, in consideration of
the premises and other valuable consideration,
the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree
as follows:

          1.   Lender hereby consents to the
Lease.  The Lease and all extensions,
renewals, replacements or modifications
thereof are and shall be subject and
subordinate to the Mortgage and all terms and
conditions thereof insofar as it affects the
Premises, and to all renewals, modifications,
consolidations, replacements and extensions
thereof, to the full extent of amounts secured
thereby and interest thereon.

          2.   Tenant shall attorn to and
recognize any purchaser at a foreclosure sale
under the Mortgage, any transferee who
acquires the Premises by deed in lieu of
foreclosure, and the successors and assigns of
such purchaser(s), as its landlord for the
unexpired balance (and any extensions, if
exercised) of the term of the Lease on the
same terms and conditions set forth in the
Lease.

          3.   If it becomes necessary to
foreclose the Mortgage, Lender shall neither
terminate the Lease nor join Tenant in summary
or foreclosure proceedings so long as Tenant
is not in default under any of the terms,
covenants or conditions of the Lease.

          4.   Nothing herein contained shall
impose any obligations upon Lender to perform
any of the obligations of Landlord as landlord
under the Lease, unless and until Lender shall
become owner or lender in possession of the
Premises.

          5.   Any notice required or desired
to be given under this Agreement shall be in
writing and shall be deemed given (a) upon
receipt if delivered personally; (b) two (2)
business days after being deposited into the
U.S. mail if being sent by certified or
registered mail, return receipt requested,
postage prepaid; or (c) one (1) business day
after being sent by reputable overnight
courier service (e.g., Federal Express,
Airborne, etc.) with guaranteed overnight
delivery, and addressed as follows:

               If       to       Lender:

               If to Tenant:       GOTTSCHALKS INC.
                                   [Store Address]

                                   Attn:  Manager

               With a copy to:     GOTTSCHALKS INC.
                                   7  River  Park Place East
                                   Fresno, California 93729
                                   Attn:   General Counsel

          6.   This Agreement shall be binding
upon and inure to the benefit of any person or
entity acquiring rights to the Premises by
virtue of the Mortgage, and the successors,
administrators and assigns of the parties
hereto.

          [SIGNATURES APPEAR ON NEXT PAGE]

     IN WITNESS WHEREOF, the parties hereto
have executed these presents as of the day and
year first above written.



LENDER:

By:
Name:
Title:


TENANT:               GOTTSCHALKS INC.,
                      a    Delaware corporation

By:
Name:
Title:

State of___________           )
                              ) SS.
County of _______________     )



On ______________________, 2000 before me,
___________________________, personally
appeared
______________________________________,
personally known to me (or proved to me on the
basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me
that he/she/they executed the same in
his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the
instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed
the instrument.

     WITNESS my hand and official seal.


Signature     ________________________________
(Seal)





State of Washington      )
                         ) SS.
County of ___________________)



On ______________________, 2000 before me,
___________________________, personally
appeared
______________________________________,
personally known to me (or proved to me on the
basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me
that he/she/they executed the same in
his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the
instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed
the instrument.

     WITNESS my hand and official seal.


Signature     ________________________________
(Seal)





                  SCHEDULE 1
             Description of Lease


         [Insert description of Lease]


                  SCHEDULE 2
            Description of Premises


       [Insert description of Premises]


                   ARTICLE I
                  DEFINITIONS

     1.1  General Provisions                                   1
     1.2  Specific Provisions                                  1

                  ARTICLE II
    PURCHASE AND SALE OF ASSETS; ASSUMPTION
                OF LIABILITIES

     2.1  Purchase and Sale of Assets                          5
     2.2  Assumed Liabilities                                  6
     2.3  No Other Assets Purchased or
          Liabilities Assumed                                  6

                  ARTICLE III
            PURCHASE PRICE; CLOSING

     3.1  Total Purchase Price; Cash
          Portion; Allocation                                  6
     3.2  Closing                                              7
     3.3  Items to be Delivered at the
          Closing by Seller                                    7
     3.4  Items to be Delivered at the
          Closing by Buyer                                     7
     3.5  Circumstances Under Which
          Certain Assumed Contracts May
          Be Excluded                                          8

                  ARTICLE IV
   REPRESENTATIONS AND WARRANTIES OF SELLER

     4.1  Organization and Related
          Matters                                              8
     4.2  Leases, Mall Agreements and
          Assumed Contracts                                    8
     4.3  Title                                                9
     4.4  Authorization;No Conflicts                          10
     4.5  Condition of Property                               10
     4.6  Legal Proceedings; Labor
          Matters                                             10
     4.7  Insurance                                           11
     4.8  Permits                                             11
     4.9  Compliance with Law;
          Environmental Matters                               11
     4.10 Employee Benefits                                   11
     4.11 Year 2000 Compliance                                12
     4.12 No Brokers or Finders                               13

                   ARTICLE V
    REPRESENTATIONS AND WARRANTIES OF BUYER

     5.1  Organization and Related
          Matters                                             13
     5.2  Authorization; No Conflicts                         13
     5.3  Ability to Perform                                  14
     5.4  No Brokers or Finders                               14

                  ARTICLE VI
               INTERIM COVENANTS

     6.1  Access                                              14
     6.2  Notice of Certain Developments                      14
     6.3  Conduct of Business                                 14
     6.4  Permits and Approvals; Lease
          and Mall Agreement Cure
          Payments                                            15
     6.5  Prorations; Sales and Transfer
          Taxes                                               16
     6.6  Certain Employee Matters                            16
     6.7  Acquisition Proposals; Minimum
          Overbid Proposals; Expense
          Reimbursement                                       17

                  ARTICLE VII
   GENERAL CONDITIONS TO OBLIGATIONS OF THE
                    PARTIES

     7.1  General Conditions                                  18

                 ARTICLE VIII
      CONDITIONS TO OBLIGATIONS OF BUYER

     8.1  Conditions to Obligations of
          Buyer                                               18

                  ARTICLE IX
      CONDITIONS TO OBLIGATIONS OF SELLER

     9.1  Conditions to Obligations of
          Seller                                              19

                   ARTICLE X
     TERMINATION OF OBLIGATIONS; SURVIVAL

     10.1 Termination of Agreement                            19
     10.2 Effect of Termination                               20
     10.3 Survival of Representations and
          Warranties                                          20

                  ARTICLE XI
                    GENERAL

     11.1 Amendments; Waivers                                 20
     11.2 Disclosure Schedule; Buyer
          Disclosure Schedule; Exhibits;
          Integration                                         20
     11.3 Best Efforts; Further
          Assurances; Power of Attorney                       20
     11.4 Governing Law                                       21
     11.5 No Assignment                                       21
     11.6 Headings                                            21
     11.7 Counterparts                                        21
     11.8 Publicity and Reports                               21
     11.9 Parties in Interest                                 21
     11.10Notices                                             21
     11.11Expenses                                            23
     11.12Remedies                                            23
     11.13Attorneys' Fees                                     23
     11.14Representation by Counsel; Interpretation           23
     11.15Severability                                        23
     11.16Calendar Days; Holidays                             24
     11.17Effectiveness                                       24
     11.18Disclosure Schedule                                 24



EXHIBITS

A         Form of Bill of Sale and Assignment
B         Form of Assignment and Assumption Agreement
C         Form of Lease Assignment and Assumption Agreement
D         Form of Lessor Estoppel Certificate
E         Form of Landlord Agreement
F         Form of Mall Agreement Estoppel Certificate
G         Form of Subordination,Nondisturbance and Attornment Agreement


















           ASSET PURCHASE AGREEMENT

                  dated as of

                APRIL  24, 2000

                by and between

             LAMONTS APPAREL, INC.

                      and

               GOTTSCHALKS INC.