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                          SPECIAL ASSIGNMENT AGREEMENT
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     This Agreement (the "Agreement") between Dirck K. Iacobelli ("Iacobelli")
and Grossman's Inc. ("Grossman's" or the "Company") intended to be effective as
of April 21, 1997.

     WHEREAS, financial circumstances made it prudent and necessary for
Grossman's to file for reorganization pursuant to Title 11 of the United States
Code and Grossman's has determined to retain Iacobelli to devote time to
Grossman's affairs as interim Executive Vice President and Chief Financial
Officer in connection with the Chapter 11 bankruptcy proceedings (such services
generally referred to as "Special Assignment Duties"); and

     WHEREAS, this Agreement is intended to supersede any oral or written
agreements between Grossman's and Iacobelli or his corporation, Dirck K.
Iacobelli, Inc. ("Iacobelli, Inc.") prior to the effective date hereof which are
in any way inconsistent with this Agreement and any such agreements shall be
deemed to have been satisfied as of the effective date hereof; and

     WHEREAS, in recognition of the foregoing and the services to be performed
by Iacobelli during periods on and after April 21, 1997, the Board has
authorized the arrangements set forth in this Agreement subject to any approval
or modification which may be required by the United States Bankruptcy Court for
the District of Delaware where the Grossman's case is pending;

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Iacobelli and Grossman's agree that Iacobelli will be available during
the period of the bankruptcy proceedings and a transitional period thereafter to
perform Special Assignment Duties as directed by the Board. For these services,
Iacobelli shall be compensated by Grossman's at the rate of $1,600 per day plus
the cost of actual and necessary reasonable business expenses incurred in the
performance of such duties, including, without limitation, Iacobelli's
reasonable business travel expenses (subject to submission by Iacobelli of
reasonable substantiation thereof). Provided that in cases in which it would be
reasonable for Iacobelli to incur travel expenses to fly home to Phoenix from
Boston for weekends to visit his family, he may choose to remain in Boston and
fly his spouse or other family members to Boston from Phoenix to visit provided
that such total cost does not exceed the cost of his flying from Boston to
Phoenix on such weekend(s). Provided, further, that Iacobelli shall also be
reimbursed for the expense of retaining through Iacobelli, Inc. an
administrative assistant to perform Grossman's related duties up to 5 hours per
week at a rate of no more than $40 per hour. Such assistant shall not be an
employee of Grossman's or have any employment rights as a Grossman's employee.
Iacobelli, Inc. or the assistant shall be responsible for any tax or other
payments or employment liabilities due as a result of Iacobelli, Inc.'s
retention of this Administrative Assistant. Further, Iacobelli or Iacobelli,
Inc. shall not be entitled to any mark up or premium over actual expenses
incurred by Iacobelli or Iacobelli, Inc.


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     2. Grossman's may terminate this Agreement with cause upon written notice,
and such termination shall be effective immediately upon such notice. For
purposes of this provision cause shall include the following acts or omissions
by Iacobelli or Iacobelli, Inc.: (i) a breach of fiduciary duty; (2) commission
of a misdemeanor involving personal integrity, any felony or any other act which
brings Grossman's into disrepute; (3) gross negligence or willful misconduct or
(4) other material breach of this Agreement. Upon termination with cause,
Grossman's will pay Iacobelli payments due under paragraph 1 for services
performed and expenses incurred prior to the issuance of the termination notice
and Grossman's shall have no further obligation to Iacobelli or Iacobelli, Inc.
under this Agreement, except as provided in paragraph 7 below. Either Iacobelli
or Grossman's may terminate this Agreement for any reason other than cause as
defined above, upon sixty (60) days written notice ("60 Day Notice Period").
During such 60 Day Notice Period, Iacobelli shall continue to be available to
perform Special Assignment Duties as directed by the Grossman's Board of
Directors, and the Board shall continue to pay Iacobelli at the $1,600 per day
rate provided in paragraph 1 above, for no fewer than 40 days. In addition,
during such 60 Day Notice Period, Iacobelli shall continue to be eligible for
expense reimbursement, if applicable, as provided in Paragraph 1 above, but
Grossman's shall have no further obligation under this Agreement to Iacobelli or
Iacobelli, Inc., except as provided in paragraph 7 below.

     3. All notices and other communications shall be in writing, either hand
delivered or mailed by first class registered mail, postage prepaid, if to
Iacobelli at the address set forth below under Iacobelli's signature, or, if to
Grossman's, at 45 Dan Road, Canton, Massachusetts 02021, attention of the
Secretary, or at such other address as either party shall designate by written
notice to the other. Notice to Iacobelli shall be deemed to be notice to
Iacobelli, Inc. and vice versa. No notice shall be deemed to have been given
until actually received by the party to whom it is addressed; provided, that a
certified, registered mail return receipt, or proof of delivery from an
established overnight delivery service shall be conclusive evidence of such
receipt.

     4. This Agreement may not be changed, waived, discharged or terminated
orally, but only by an instrument in writing, signed by the party against which
enforcement of such change, waiver, discharge or termination is sought, or by
order of a court with jurisdiction and authority to enter such order.

     5. All Special Assignment Duties performed hereunder shall be performed by
Iacobelli. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other, except that
this Agreement will be binding upon and inure to the benefit of any successor or
successors of Grossman's whether by merger, consolidation, sale of assets or
otherwise and reference herein to Grossman's is intended to include any such
successor or successors, and any Bankruptcy trustee.

     6. Grossman's agrees to pay the reasonable fees and expenses of Iacobelli's
counsel in connection with the negotiation of this Agreement.



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     7. From the effective date of this Agreement, Iacobelli and Iacobelli, Inc.
will be entitled to indemnification by Grossman's and limitation of liability
for acts and omissions by reason of and in Iacobelli's capacity as interim
Executive Vice President and Chief Financial Officer of Grossman's or any
subsidiary as an administrative expense under its Agreement subject to any
limitations on indemnification set forth by the Restated Certificate of
Incorporation and By-laws of Grossman's as in effect on the effective date of
this Agreement or to any greater extent provided by any amendment to those
documents.

     8. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware. This Agreement embodies the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings. If any one or more of the
provisions of this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such provision shall be in effective to
the extent, but only to the extent, of such invalidity, illegibility or
unenforceability without invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provision hereof.

     9. All information obtained or possessed by Iacobelli or Iacobelli, Inc.
relative to the activities of Grossman's and its subsidiaries which is of a
secret or confidential nature, including business plans, expansion plans,
marketing data, financial data, customer lists, technical know-how, patents,
trademarks, developments, inventions, processes or administrative procedures, is
the property of Grossman's and its subsidiaries or its licensors, as the case
may be, and Iacobelli or Iacobelli, Inc. shall not, during the term of this
Agreement or thereafter, use any such information for the benefit of others than
Grossman's and its subsidiaries or disclose it to others; provided, that nothing
herein shall prevent Iacobelli or Iacobelli, Inc. from using or availing himself
of his general commercial, technical and inventive skill, knowledge and
experience, including that pertaining to or derived from the nonsecret and
nonconfidential aspects of the business of Grossman's and its subsidiaries nor
shall this paragraph apply to information made available in Grossman's
securities or bankruptcy court filings or otherwise publically available other
than by breach by them of their obligations hereunder.



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     10. Nothing in this Agreement shall be construed to make Iacobelli an
employee of Grossman's it being understood that Iacobelli is an independent
contractor and Iacobelli is entitled to no rights as an employee of Grossman's.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


GROSSMAN'S INC.

By:     
   ---------------------------------         --------------------------------   
                                             Dirck K. Iacobelli
Title:                                       5141 North 40th Street
      ------------------------------         Suite 200
                                             Phoenix, Arizona  85018
                                         

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