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                                                                   Exhibit 10.13


                         UNITED STATES BANKRUPTCY COURT

                            NORTHERN DISTRICT OF OHIO


In re:                        )         In Jointly Administered
                              )         Chapter 11 Proceedings
PHAR-MOR, INC., ET AL.,       )
                              )         Case No. 01-44007 through 01-44015
               Debtors.       )
                              )         William T. Bodoh,
                              )         U. S. Bankruptcy Judge
                              )
                              )


              ORDER ENJOINING THE TRANSFER OF CERTAIN STOCK IN THE
            DEBTORS UNTIL CONFIRMATION OF THE PLAN OF REORGANIZATION

         At Youngstown, in said District, this 27th day of March, 2002.

         THIS DAY THIS MATTER came on for hearing upon the debtors' and debtors'
in possession (collectively, the "Debtors") Motion Pursuant to Bankruptcy Code
Sections 541 and 362 for an Injunction Prohibiting the Transfer of Certain Stock
in the Debtors until June 29, 2002 (the "Motion"); and

         IT APPEARING TO THE COURT that notice of the Motion was proper, and no
persons appearing in opposition to the Motion or all objections to such Motion
having been resolved or overruled; and

         IT FURTHER APPEARING TO THE COURT that it has jurisdiction over this
matter pursuant to 28 U.S.C. Sections 157 and 1334 and that this is a core
proceeding pursuant to 28 U.S.C. Sections 157(b)(2); and




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         IT FURTHER APPEARING TO THE COURT that it is authorized to grant the
relief specified herein pursuant to sections 541 and 362(a)(3) of title 11,
United States Code (the "Bankruptcy Code"); and

         IT FURTHER APPEARING TO THE COURT that the Debtors' net operating loss
is property of the Debtors' estates under Bankruptcy Code section 541(a)(1); and

         IT FURTHER APPEARING TO THE COURT that all transfers of stock in the
Debtors that involve an "owner shift" as defined in section 382 of the Internal
Revenue Code of 1986, as amended (the "IRC") constitute attempts to "exercise
control over property of the estate" in violation of section 362(a)(3) of the
Bankruptcy Code; and

         IT FURTHER APPEARING TO THE COURT that restricting such transfers of
stock is in the best interests of the Debtors' estates and will facilitate
future plans of reorganization.

         IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Motion is hereby
granted and all transfers of stock in the Debtors that Phar-Mor and its advisors
determine may increase the risk of invoking the section 382 limitation and
jeopardize preservation of the NOL are enjoined until confirmation of the plan
of reorganization;

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that any transfer of shares
in violation of this Order shall be null and void and shall have no force and
effect. All shareholders proposing to transfer shares are required to complete
the transferor and transferee or letters of representation that are attached to
the Motion as Exhibit D and submit them to Phar-Mor prior to the proposed
transfer. Phar-Mor and its advisors will notify the proposed transferor and


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transferee promptly upon deciding whether to authorize the transfer. In the
absence of Phar-Mor's written authorization, no transfer shall be effective;

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Order is without
prejudice to the Debtors' rights to seek an extension of the time beyond the
confirmation of the plan of reorganization during which transfers of stock
pursuant to the Order are restricted.

         IT IS SO ORDERED.
                                /s/ William T. Bodoh
                                -------------------------------------
                                WILLIAM T. BODOH,
                                UNITED STATES BANKRUPTCY JUDGE



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