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                                                                   EXHIBIT 10



                   FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT


          This Fifth Amendment to Revolving Credit Agreement (this "Amendment"),
made as of the 12th of June, 1998, among LOT$OFF CORPORATION, 50-OFF TEXAS
STORES, L.P., 50-OFF OPERATING COMPANY, AND 50-OFF MULTISTATE OPERATIONS, INC.,
as Borrowers (collectively, the "Borrowers"), and GENERAL ELECTRIC CAPITAL
CORPORATION, as Lender (the "Lender"),

                                W I T N E S S E T H:

          WHEREAS, the Borrowers and the Lender are parties to that certain
Revolving Credit Agreement dated as of June 16, 1997, as amended by that certain
First Amendment to Revolving Credit Agreement dated as of August 28, 1997, by
that certain Second Amendment to Revolving Credit Agreement dated as of December
22, 1997, by that certain Third Amendment to Revolving Credit Agreement dated as
of February 15, 1998 and by that certain Fourth Amendment to Revolving Credit
Agreement dated as of April 17, 1998 (as further amended, modified, restated or
supplemented from time to time, the "Credit Agreement"); and

          WHEREAS, the Borrowers have requested that certain terms of the Credit
Agreement be amended, and the Lender has agreed to the requested amendments on
the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
that all capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement, and further agree as follows:

          1.     AMENDMENT TO ARTICLE 1.     Article 1 of the Credit Agreement
is hereby amended by adding the following definition of "Fifth Amendment Date"
in appropriate alphabetical order:

          "'FIFTH AMENDMENT DATE' shall mean June 12, 1998."

          2. Amendment to Section 5.1.  Section 5.1 of the Credit Agreement 
is hereby amended by deleting subsection thereof in its entirety and by 
replacing such subsection with the following:

          "(c) Within thirty (30) days prior to the close of each Fiscal Year, 
     the monthly projections of Parent's (on a consolidated basis with its 
     Subsidiaries) balance sheet, income statement, cash flow statement, 
     capital expenditures and depreciation for each Fiscal Period of Parent 
     and its Subsidiaries for the current Fiscal Year, together with a 
     certification of the Controller, Chief Accounting Officer or Chief 
     Financial Officer of Parent stating that such projections have been 
     approved by Parent's board of directors; provided, however, that Borrower 
     Representative shall deliver such projections with respect to Fiscal Year 
     2000 within sixty (60) days prior to the close of Fiscal Year 1999."

          3.     AMENDMENT TO SECTION 6.19.  Section 6.19 of the Credit
Agreement is hereby amended by deleting Section 6.19 thereof in its entirety and
by replacing such section with the following:



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          "6.19  MINIMUM AVAILABILITY.  Borrowers shall maintain at all times
     after the Fifth Amendment Date, and demonstrate to Lender upon  Lender's
     request that Borrowers have, Availability of not less than $500,000."

          4.     AMENDMENTS TO ARTICLE 7.  Article 7 of the Credit Agreement is
     hereby amended by deleting Sections 7.17, 7.18, 7.19, 7.20, 7.21 and 7.27
     thereof in their entirety and replacing such sections, respectively, with
     the following:

          "7.17  CONSOLIDATED EBITDA.

          (A)    Borrowers will not permit cumulative Consolidated EBITDA, 
     calculated on a Fiscal Year-to-date basis for Fiscal Year 1999, for any
     period ending on the last day of any Fiscal Period set forth below to be
     less than the amount set forth opposite such Fiscal Period:

<TABLE>
<CAPTION>
     Fiscal Period/year                     Amount
     ------------------                     ------
     <S>                                    <C>
     May 1998                               ($3,200,000)
     June 1998                              ($3,800,000)
     July 1998                              ($4,400,000)
     August 1998                            ($4,800,000)
     September 1998                         ($5,400,000)
     October 1998                           ($5,800,000)
     November 1998                          ($6,000,000)
     December 1998                          ($5,100,000)
     January 1999                           ($5,900,000)
</TABLE>

          7.18   [INTENTIONALLY OMITTED].

          7.19   [INTENTIONALLY OMITTED].


                                          2
<PAGE>

          7.20   [INTENTIONALLY OMITTED].

          7.21   MINIMUM CONSOLIDATED WORKING CAPITAL RATIO.
          Borrowers will not permit the Consolidated Working Capital Ratio on
     the last day of any Fiscal Period, (i) commencing with Fiscal Period May
     1998 through Fiscal Period September 1998, to be less than 1.50 to 1.00,
     (ii) commencing with Fiscal Period October 1998 through Fiscal Period
     December 1998, to be less than 1.25 to 1.00 and (iii) commencing with
     Fiscal Period January 1999 and each Fiscal Period ended thereafter, to be
     less than 1.50 to 1.00.

          7.27  Covenant Revisions.  On or before the end of Fiscal Year 1999, 
     Borrowers and Lender shall agree to establish appropriate financial 
     covenant levels (including but not limited to, setting a minimum 
     consolidated EBITDA threshold for each Fiscal Period for Fiscal Year 
     2000, in Section 7.17 of this Agreement) which levels shall be based upon 
     the projections delivered to Lender pursuant to Section 5.1(c) hereof with
     respect to Fiscal Year 2000."

          5.     WAIVERS.  The Lender hereby waives (i) each Event of Default
listed on Schedule 1 attached hereto and (ii) all of its rights and remedies 
under the Credit Agreement which may arise as a result of such Events of 
Default; provided, that the waivers expressly set forth herein shall not 
hinder, restrict or otherwise modify the rights and remedies of the Lender 
following the occurrence of any other Default or Event of Default under the 
Credit Agreement.  Except for the waiver set forth in the immediately preceding
sentence, the text of the Credit Agreement and the other Loan Documents shall 
remain in full force and effect, and the Lender hereby reserves the right to 
require strict compliance in the future with all terms and conditions of the 
Credit Agreement and the other Loan Documents.

          6.     NO OTHER AMENDMENT.   Except for the amendments expressly 
set forth above, the text of the Credit Agreement and all other Loan 
Documents shall remain unchanged and in full force and effect.  The Borrowers 
acknowledge and expressly agree that the Lender reserves the right to, and 
does in fact, require strict compliance with all terms and provisions of the 
Credit Agreement and the other Loan Documents.

          7.     REPRESENTATIONS AND WARRANTIES.  Each Borrower hereby 
represents and warrants in favor of the Lender as follows:

          (a)    Such Borrower has the corporate power and authority (i) to
     enter into this Amendment and (ii) to do all acts and things as are 
     required or contemplated hereunder to be done, observed and performed 
     by it;

          (b)    This Amendment has been duly authorized, validly executed and
     delivered by one or more authorized signatories of such Borrower, and
     constitutes the legal, valid and binding obligation of such Borrower,
     enforceable against it in accordance with its terms;

          (c)    The execution and delivery of this Amendment and performance
     by such Borrower under the Credit Agreement, as amended hereby, do not 
     and will not require the consent or approval of any regulatory authority 
     or governmental authority or agency having jurisdiction over such Borrower 
     which has not already been obtained, nor


                                          3
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     contravene or conflict with the charter documents of such Borrower, or the
     provision of any statute, judgment, order, indenture, instrument, 
     agreement, or undertaking, to which such Borrower is party or by which any 
     of its properties are or may become bound;

          (d)    As of the date hereof, and after giving effect to this
     Amendment (i) no Default or Event of Default exists under the Credit 
     Agreement or is caused by this Amendment, and (ii) to the best of the 
     Borrowers' knowledge, each representation and warranty set forth in 
     Article 4 of the Credit Agreement is true and correct in all material 
     respects, except (x) to the extent previously fulfilled in accordance 
     with the terms of the Credit Agreement, as amended hereby, or (y) to the 
     extent relating specifically to the Closing Date.

          8.     CONDITIONS PRECEDENT TO EFFECTIVENESS.     This Amendment shall
become effective on the date that the Lender shall have received a duly
executed original signature page to this Amendment from the Borrowers.

          9.     GOVERNING LAW.    This Amendment shall be governed by and 
construed in accordance with the laws of the State of Georgia, without 
reference to the conflicts or choice of law principles thereof.

         10.     LOAN DOCUMENT.    This Amendment shall be deemed to be a 
Loan Document for all purposes.

         11.    EXPENSES.    The Borrowers agree to pay all reasonable 
expenses to the Lender incurred in connection with this Amendment, including, 
without limitation, all fees and expenses of counsel to the Lender.

         12.    COUNTERPARTS.     This Amendment may be executed by one or 
more of the parties hereto on any number of separate counterparts, each of 
which shall be deemed an original and all of which, taken together, shall be 
deemed to constitute one and the same instrument.  Delivery of an executed 
counterpart of this Amendment by facsimile transmission shall be as effective 
as delivery of a manually executed counterpart hereof.

                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                          4 <PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute and deliver this
Amendment as of the day and year first written above.

BORROWERS:                    LOT$OFF CORPORATION, a Delaware
                              corporation


                              By:  /s/ CHARLES J. FUHRMANN II
                                 -------------------------------------------
                                       Charles J. Fuhrmann II
                                       President


                              50-OFF MULTISTATE OPERATIONS, INC., a
                              Nevada corporation


                              By:  /s/ CHARLES J. FUHRMANN II
                                 -------------------------------------------
                                       Charles J. Fuhrmann II
                                       President


                              50-OFF OPERATING COMPANY, a Nevada
                              corporation


                              By:  /s/ CHARLES J. FUHRMANN II
                                 -------------------------------------------
                                       Charles J. Fuhrmann II
                                       President


                              50-OFF TEXAS STORES, L.P., a Texas
                              limited partnership

                              By:  50-OFF Texas Management, Inc.,
                                   a Nevada corporation,
                                   its managing general partner

                              By:  /s/ CHARLES J. FUHRMANN II
                                 -------------------------------------------
                                       Charles J. Fuhrmann II
                                       President


FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



<PAGE>


LENDER:                       GENERAL ELECTRIC CAPITAL CORPORATION


                              By:  /s/ Timothy C. Huban
                                 -------------------------------------------
                              Its:    SENIOR VICE PRESIDENT OF GE CAPITAL 
                                      COMMERCIAL FINANCE, INC., BEING DULY 
                                      AUTHORIZED
                                  ------------------------------------------


FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



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                              SCHEDULE 1

FOR THE FISCAL MONTH ENDED MAY 1, 1998

SECTION 6.19 AFFIRMATIVE COVENANTS-MINIMUM AVAILABILITY.
LOT$OFF Corporation's Availability has been less than $1,500,000 beginning on 
and since June 8, 1998.

SECTION 7.19 NEGATIVE COVENANTS-MINIMUM GROSS MARGIN.
LOT$OFF Corporation generated a Gross Margin of 28.57% for the trailing 6 
months through May 1 versus a covenant minimum of 32.00%.