EXECUTION COPY


     FIFTH AMENDMENT, dated as of October 26, 1995 (this
"Amendment"), to the Loan and Security Agreement, dated as of
December 15, 1993 (as heretofore amended, supplemented or otherwise
modified, the "Loan Agreement"), between BankAmerica Business
Credit, Inc. (the "Lender") and Grossman's Inc. (the "Borrower").


                      W I T N E S S E T H :


     WHEREAS, the Lender and the Borrower are parties to the Loan
Agreement;

     WHEREAS, the Borrower has requested that the Lender amend
the Loan Agreement in certain respects to permit (i) increased
investments in Project-Pro's, Inc., a Subsidiary of the Borrower,
(ii) the dissolution and liquidation of Project-Pro's, Inc., and
(iii) additional time for the Borrower to demonstrate to the
Lender that the Borrower has the ability to repay upon scheduled
maturity the Borrower's 14% debentures maturing January 1, 1996;
and

     WHEREAS, the Lender is willing to make such amendments but
only on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:

     1.   Defined Terms. Unless otherwise defined herein,
capitalized terms used herein have the respective meanings
ascribed thereto in the Loan Agreement.

     2.   Amendment of Section 1.1 (Defined Terms).  Section 1.1
of the Loan Agreement is hereby amended by deleting from the
definition of "Restricted Investment" contained therein clause
(g) of such definition and substituting therefor the following:

          "(g) investments as of the date hereof by the Borrower
     in any of its Subsidiaries existing on the date hereof and
     additional investments in Project Pro's, Inc., a Delaware
     corporation, not to exceed $8,000,000 in the aggregate;
     provided that after giving effect to any additional
     investment under this paragraph (g), Availability (less the
     aggregate amount of all payables owing by the Borrower which
     are more than thirty (30) days overdue at the time of
     calculation) is not less than $5,000,000;"

     3.   Amendment of Section 9.5 (Mergers, Consolidations,
Acquisitions, or Sales).  Section 9.5 of the Loan Agreement is
hereby amended by:

          (a)  deleting the word "and" appearing immediately
     before clause (v) thereof and substituting therefor a semi-
     colon; and

          (b)  adding the following new text immediately before
     the period at the end thereof:

          "and (vi) the winding up, liquidation and/or
          dissolution of Project-Pro's, Inc., a Delaware
          corporation"

     4.   Amendment of Section 9.21 (Adjusted Tangible Net
Worth).  Section 9.21 of the Loan Agreement is hereby amended by
deleting such Section in its entirety and substituting therefor
the following:

          "9.21     Adjusted Tangible Net Worth.  The Borrower
     shall not permit Adjusted Tangible Net Worth to be less than
     the following amounts on any of the following respective
     dates:

<TABLE>
<CAPTION>

               Date                                    Amount
     <S>                                          <C>
     Last day of second fiscal quarter of
          1995 Fiscal Year                        $79,000,000

     Last day of third fiscal quarter of
          1995 Fiscal Year                        $79,900,000

     Last day of 1995 Fiscal Year                 $89,000,000

     Last day of 1996 Fiscal Year and of
        each Fiscal Year thereafter               $92,000,000

</TABLE>

          Promptly upon the receipt by the Lender of the
     forecasts required to be delivered to the Lender under
     Section 7.2(f) for the Borrower's 1996 Fiscal Year, the
     Borrower and the Lender agree to enter into and diligently
     pursue in good faith negotiations to amend this financial
     covenant so as to additionally test this covenant at the end
     of each fiscal quarter of the Borrower during the 1996
     Fiscal."

     5.   Amendment of Section 11.1 (Events of Default).  Section
11.1 of the Loan Agreement is hereby amended by deleting
paragraph (q) thereof in its entirety and substituting therefor
the following:

          "(q) (i) the Borrower shall have failed to demonstrate
     to the Lender's satisfaction on or prior to December 1, 1995
     that the Borrower shall have the ability (other than through
     the Borrower's operations after December 1, 1995) to repay
     upon scheduled maturity the Borrower's 14% debentures
     maturing January 1, 1996, or (ii) the Borrower shall have
     failed to provide the Lender on or prior to December 1, 1995
     with projections of monthly financial and business
     performance (including balance sheets, statements of
     operations, Availability projections and cash flows) for the
     period from December 1, 1995 through April 30, 1996 in form
     satisfactory to the Lender which confirm to the Lender's
     satisfaction that the Borrower will (A) maintain projected
     Availability satisfactory to the Lender and (B) pay all Debt
     as it matures."

     6.   Representations and Warranties.  To induce the Lender
to enter into this Amendment, the Borrower hereby represents and
warrants to the Lender as follows, with the same effect as if
such representations and warranties were set forth in the Loan
Agreement:

          (a)  The Borrower has the corporate power and authority
     to enter into this Amendment and has taken all corporate
     action required to authorize its execution and delivery of
     this Amendment and its performance of the Loan Agreement, as
     amended hereby (as so amended, the "Amended Agreement"). 
     This Amendment has been duly executed and delivered by the
     Borrower and the Amended Agreement constitutes the valid and
     binding obligation of the Borrower, enforceable against the
     Borrower in accordance with its terms.  The execution,
     delivery, and performance of this Amendment and the Amended
     Agreement by the Borrower will not violate its certificate
     of incorporation or by-laws or any agreement or legal
     requirement binding on the Borrower.

          (b)  On the date hereof and after giving effect to the
     terms of this Amendment, (i) the Loan Agreement and the
     other Loan Documents are in full force and effect and
     constitute the Borrower's binding obligations, enforceable
     against the Borrower in accordance with their respective
     terms; (ii) no Event or Event of Default has occurred and is
     continuing; and (iii) the Borrower does not have any defense
     to or setoff, counterclaim or claim against payment of the
     Obligations and enforcement of the Loan Documents based upon
     a fact or circumstance existing or occurring on or prior to
     the date hereof.

     7.   Effectiveness.  This Amendment shall be effective as of
the date first written above upon receipt by the Lender of a
counterpart hereof duly executed by the Borrower.

     8.   Limited Effect.  This Amendment shall be limited solely
to the matters expressly set forth herein and shall not (a)
constitute an amendment of any other term or condition of the
Loan Agreement or of any instrument or agreement referred to
therein or (b) prejudice any right or rights which the Lender may
now have or may have in the future under or in connection with
the Loan Agreement or any instrument or agreement referred to
therein. Except as expressly amended hereby, all of the covenants
and provisions of the Loan Agreement are and shall continue to be
in full force and effect.

     9.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

     10.  Counterparts.  This Amendment may be executed by the
parties hereto in any number of separate counterparts, each of
which shall be an original, and all of which taken together shall
be deemed to constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.


                              BANKAMERICA BUSINESS CREDIT, INC.



                              By:                               
                                   Name:
                                   Title:


                              GROSSMAN'S INC.



                              By:                               
                                   Name:
                                   Title: