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                                                                     EXHIBIT 4.2


           FIRST AMENDMENT TO ASSET BASED LOAN AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO ASSET BASED LOAN AND SECURITY AGREEMENT, dated
as of ____________, 1999 ("First Amendment") is entered into by and between
MAZEL STORES, INC. ("Stores") an Ohio corporation, and ODD-JOB ACQUISITION CORP.
("Odd-Job"), a Delaware corporation, HIA TRADING ASSOCIATES, a New York General
Partnership, jointly and severally ("Borrower"), whose mailing address is 31000
Aurora Road, Solon, Ohio 44139, and THE PROVIDENT BANK ("Agent"), an Ohio
banking corporation, whose mailing address is 1111 Superior Avenue, Cleveland,
Ohio 44114-2522, LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), a national
banking association whose mailing address is 135 South LaSalle Street, Chicago,
Illinois 60603, and NATIONAL CITY BANK ("NCB," and together with Agent and
LaSalle,"Lenders"), a national banking association whose mailing address is
National City Center, P.O.
Box 5756 Loc. 2104, Cleveland, Ohio 44101-0756.

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Borrower and the Lenders are parties to that certain Asset
Based Loan and Security Agreement dated as of March 10, 1998 (hereinafter the
?Original Agreement?);

         WHEREAS, Borrower and the Lenders have agreed to amend the Original
Agreement in order to modify certain terms, provisions, definitions and
covenants contained in the Original Agreement all upon the terms and conditions
set forth in this First Amendment.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the Borrower and the Lenders agree as follows:

SECTION 1. AMENDMENT TO SECTION 2 - LOANS AND INTEREST.

         A. Subsection 2.1(a) of the Original Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:

          (a)  Subject to the terms and conditions of this Agreement, and in
               reliance upon the representations and warranties contained
               herein, each Lender severally agrees to make Advances to or for
               the account of Borrower in the form of loans to the Borrower in
               an aggregate amount not to exceed the lesser of (i) the amount of
               such Lender?s Revolving Credit Commitment, minus the lesser of
               (A) the aggregate face amount such Lender?s LC Exposure or (B)
               the Available Draw under such Lender?s LC Exposure or (ii) such
               Lender?s Ratable portion of the Borrowing Base, minus the lesser
               of (E) the aggregate face amount such Lender?s LC Exposure or (F)
               the Available Draw under such Lender?s LC Exposure (the lesser of
               (i) or (ii) being referred to hereinafter as the "Maximum Loan
               Amount"). Agent reserves the right to modify, in its reasonable


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               discretion, subject to Section 11.21 herein, the advance rates
               stated in the definition of ?Borrowing Base? upon ninety (90)
               days prior notice to Borrower. Should the outstanding amount of
               Loans at any time exceed the Maximum Loan Amount, Borrower shall
               on demand immediately repay such excess amount. Each Lender?s
               loan pursuant to this Section 2.1 shall be evidenced by a
               properly executed promissory note in the form of Exhibit C
               ("Revolving Loan Note"), with all blanks appropriately filled in.

SECTION 2.  AMENDMENT TO SECTION 5 - AFFIRMATIVE COVENANTS.

         A. Subsection 5.15(d) of the Original Agreement is hereby deleted in
its entirety and the following inserted in lieu thereof:

                  (d)      A ratio of Indebtedness owing to the Lenders to
                           EBITDA at all times not more than: (i) for fiscal
                           quarters ending closest to October 31, 4.25 to 1.0,
                           and (ii) for all other fiscal quarters, 4.0 to 1.0.
                           This covenant shall be tested quarterly.

         B. Section 5.19 of the Original Agreement are hereby deleted in its
entirety and the following inserted in lieu thereof:

                  5.19 LANDLORD WAIVER AND CONSENT AGREEMENTS . The Borrower
         agrees to use its best efforts to cause all the owners and/or
         landlord?s of retail store locations (i) leased by Borrower on or after
         August 1, 1999, and (ii) which have their leases renewed on or after
         August 1, 1999 to execute landlord waiver and consent agreements in
         form acceptable to Agent, within sixty (60) days from the date such
         retail store location is occupied or such lease is renewed.

SECTION 3.  AMENDMENT TO SECTION 6 - NEGATIVE COVENANTS.

         A. Section 6.13 of the Original Agreement is hereby deleted in its
entirety and the following inserted in lieu thereof:

                  6.13 CAPITAL EXPENDITURES . Borrower shall not expend funds or
         accrue expense for any machinery, equipment, real or personal property
         or any other type of property including leasehold improvements, whether
         through direct purchases and capitalized lease obligations, in excess
         of Thirteen Million Dollars ($13,000,000.00) in the aggregate during
         fiscal year-end January, 2000, and an aggregate amount not to exceed
         fifty percent (50%) of EBITDA in any fiscal year thereafter. The
         capital expense limits contained herein are subject to the continued
         compliance by the Borrower (prior to and after giving effect to the
         expenditure) with the covenants and obligations herein. Borrower shall
         be permitted to carry-forward as an additional capital expense
         allowance the amount of any unexpended portion of the capital expense
         limitation which had been designated for scheduled capital
         expenditures.


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SECTION 4. FEES AND EXPENSES.

         In consideration of the modifications set forth herein, Borrower shall
pay all out-of-pocket fees and expenses incurred by the Lenders in connection
with the preparation, negotiation, execution and delivery of this First
Amendment and the agreements, documents and instruments executed in connection
therewith, including, without limitation, legal fees and other costs and
expenses of the Agent.

SECTION 5.  REFERENCES.

         On and after the Effective Date of this First Amendment each reference
in the Original Agreement to "this Agreement", "hereunder", "hereof", "thereof"
and each reference to the Original Agreement in any of the other Loan Documents
shall mean and refer to the Original Agreement, as amended by this First
Amendment. All references to exhibits or schedules in the Original Agreement
shall be deemed to refer to the exhibits or schedules attached hereto. The
Original Agreement, as amended by this First Amendment, is and shall continue to
be in full force and effect and is hereby and in all respects ratified and
confirmed. Except as amended by this First Amendment, all of the terms,
conditions and provisions of the Original Agreement are incorporated herein by
reference and Borrower agrees to be bound by all of the terms and conditions of
the Original Agreement as amended by this First Amendment. The Loan Documents
executed in connection with the Original Agreement shall remain in full force
and effect in all respects as if the unpaid balance of the principal
outstanding, together with interest accrued thereon, had originally been payable
and secured as provided for therein, as amended from time to time and as
modified by this First Amendment. Nothing herein shall affect or impair any
rights and powers which Lenders may have under the Original Agreement and any
and all related Loan Documents.

SECTION 6.  APPLICABLE LAW.

         This First Amendment shall be deemed to be a contract under the laws of
the State of Ohio, and for all purposes shall be construed in accordance with
the laws of the State of Ohio.

SECTION 7.  COUNTERPARTS; CONFLICTS.

         This First Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any
one of the parties hereby may execute this First Amendment by signing any such
counterpart. In the event of any ambiguity of conflict between the terms,
conditions, or provisions of the Original Agreement and this First Amendment,
the terms, conditions and provisions of this First Amendment will control.

SECTION 8.  EFFECTIVE DATE.

         This First Amendment shall be effective as of __________, 1999
("Effective Date").





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SECTION 9.  MISCELLANEOUS.

         A.       In consideration of this First Amendment, Borrower hereby
                  releases and discharges Lenders and their shareholders,
                  directors, officers, employees, attorneys, affiliates and
                  subsidiaries from any and all claims, demands, liability and
                  causes of action whatsoever, now known or unknown, arising
                  prior to the Effective Date of this First Amendment out of or
                  in any way related to the extension or administration of the
                  obligations, liabilities, and indebtedness of Borrower to
                  Lenders, the Original Agreement or any mortgage or security
                  interest related thereto.

         B.       Borrower and Lenders hereby agree to extend all liens and
                  security interests securing the obligations, liabilities, and
                  indebtedness of Borrower to Lenders, until said obligations,
                  liabilities, and indebtedness, as modified herein, and any and
                  all related promissory notes have been fully paid. The parties
                  hereto further agree that this First Amendment shall in no
                  manner affect or impair the liens and security interests
                  evidenced by the Original Agreement and/or any other
                  instruments evidencing, securing or related to the
                  obligations, liabilities, and indebtedness. Borrower hereby
                  acknowledges that all liens and security interests securing
                  the obligations, liabilities, and indebtedness of Borrower to
                  Lenders are valid and subsisting.

         C.       Borrower covenants and agrees (i) to pay the balance of any
                  principal, together with all accrued interest, as specified
                  above in connection with any promissory note executed and
                  evidencing any indebtedness incurred in connection with the
                  Original Agreement, as modified by this First Amendment, and
                  (ii) to perform and observe covenants, agreements,
                  stipulations and conditions on its part to be performed
                  hereunder or under the Original Agreement and all other
                  related Loan Documents executed in connection herewith or
                  therewith.

         D.       Borrower hereby declares and certifies to Lenders that as of
                  the Effective Date of this First Amendment, except as
                  previously reported to Lenders in writing or except as waived
                  in connection herewith, no Event of Default exists under the
                  Original Agreement, as amended by this First Amendment, nor
                  shall any event have occurred which, with the giving of notice
                  or the passage of time, or both, would constitute an Event of
                  Default. Borrower hereby declares that Borrower has no set
                  offs, counterclaims, defenses or other causes of action
                  against Lenders arising out of the Original Agreement or any
                  related loan documents, and to the extent any such set offs,
                  counterclaims, defenses or other causes of action may exist,
                  whether known or unknown, such items are hereby waived by
                  Borrower.





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         E.       Borrower hereby represents and warrants to Lenders that (a)
                  Borrower has the legal power and authority to execute and
                  deliver this First Amendment; (b) the officials executing this
                  First Amendment have been duly authorized to execute and
                  deliver the same and bind Borrower with respect to the
                  provisions hereof; (c) the execution and delivery hereof by
                  Borrower and the performance and observance by Borrower of the
                  provisions hereof do not violate or conflict with the
                  organizational agreements of Borrower or any law applicable to
                  Borrower or result in a breach of any provisions of or
                  constitute a default under any other agreement, instrument or
                  document binding upon or enforceable against Borrower; and (d)
                  this First Amendment constitutes a valid and binding
                  obligation upon Borrower in every respect.

SECTION 10. MUTUAL WAIVER OF JURY TRIAL.

         AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE LENDERS TO EXTEND CREDIT
TO BORROWER AND FOR BORROWER TO BORROW FROM LENDERS, AND AFTER HAVING THE
OPPORTUNITY TO CONSULT COUNSEL, BORROWER HEREBY EXPRESSLY WAIVES THE RIGHT TO
TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO THIS FIRST AMENDMENT OR
THE OTHER LOAN DOCUMENTS OR ARISING IN ANY WAY FROM THE LOANS OR OTHER
OBLIGATIONS UNDER THE LOAN DOCUMENTS.



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         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers.

AGENT,
LETTER OF CREDIT LENDER, AND
LENDER:

           THE PROVIDENT BANK

By:        ____________________________
           John R. Mirlisena, Jr.
           Senior Vice President

LENDER:

           NATIONAL CITY BANK                  LASALLE BANK
                                               NATIONAL ASSOCIATION

By:        ____________________________        By:   ___________________________
           Gregory M. Jelinek                  Name:    Henry J. Munez
           Senior Vice President                Its:   Assistant Vice President

BORROWER:

           HIA TRADING ASSOCIATES              MAZEL STORES, INC.
           a New York general partnership      a Delaware corporation

By:        ODD-JOB ACQUISITION CORP.,          By:   ___________________________
             a Delaware corporation            Name: ___________________________
                                               Its:  ___________________________
By:        ____________________________
Name:      ____________________________        ODD-JOB ACQUISITION CORP.,
Its:       ____________________________        a Delaware corporation

                                               By:   ___________________________
                                               Name: ___________________________
                                               Its:  ___________________________







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