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                          SPECIAL ASSIGNMENT AGREEMENT
                          ----------------------------


     This Agreement (the "Agreement") between Thomas E. Arnold, Jr. ("Arnold")
and Grossman's Inc. ("Grossman's" or the "Company") intended to be effective as
of April 17, 1997.

     WHEREAS, Arnold is currently a member of the Board of Directors of
Grossman's; and

     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 Arnold shall continue to serve as a member of the Board of Grossman's,
to devote time to Grossman's affairs in that capacity, and having been duly
elected by the Board of Grossman's to serve as interim President and CEO of
Grossman's as principally responsible to direct its reorganization efforts in
connection with the Chapter 11 bankruptcy proceedings ("Special Assignment
Duties"); and

     WHEREAS, this Agreement is intended to supersede any oral or written
agreements between Grossman's and Arnold prior to the effective date hereof
which are in any way inconsistent with this Agreement and any such agreement
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 Arnold during periods on and after April 17, 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. Effective April 17, 1997, Arnold shall (i) continue to serve as a member
of the Board of Grossman's and (ii) shall perform Special Assignment Duties in
connection with the Chapter 11 reorganization.

     2. For Arnold's services in the Board position listed in paragraph 1,
Grossman's will pay to Arnold such Board fees as shall be authorized to be paid
by the Board of Directors consistent with fees paid to other Directors and
reimbursement of all actual and necessary reasonable business expenses incurred
by Arnold in connection with attendance at, or participation in, Board and
Committee meetings including, without limitation, his reasonable travel expenses
(upon submission by Arnold of reasonable substantiation thereof).

     3. Arnold and Grossman's also agree that Arnold 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,
Arnold shall be compensated by Grossman's at the rate of $2,000 per day plus the
cost of actual and necessary reasonable business expenses incurred in the
performance of such duties, including, without limitation, his reasonable travel
expenses (subject to submission by him of reasonable substantiation thereof).
Provided that in cases in which it would be reasonable for Arnold to incur
travel expenses to 


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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 Arnold
shall also be reimbursed for the expense of retaining an administrative
assistant to perform Grossman's related duties up to 15 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. Arnold or the
assistant shall be responsible for any tax or other payments or employment
liabilities due as a result of Arnold's retention of this Administrative
Assistant.

     4. 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: (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 by Arnold.
Upon termination with cause, Grossman's will pay Arnold payments due under
paragraphs 2 and 3 for services performed and expenses incurred prior to the
issuance of the termination notice and Grossman's shall have no further
obligation to Arnold under this Agreement, except as provided in paragraph 9
below. Either Arnold 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, Arnold 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 Arnold at the $2,000 per
day rate provided in paragraph 3 above, for no fewer than 40 days. In addition,
during such 60 Day Notice Period Arnold shall continue to be eligible for
expense reimbursement and Board fees, if applicable, as provided in paragraphs 2
and 3 above, but Grossman's shall have no further obligation under this
Agreement to Arnold, except as provided in paragraph 9 below. After issuance of
any notice of termination by either Grossman's or Arnold, Arnold shall remain on
the Board of Grossman's subject to Grossman's procedures then contained in its
by-laws.

     5. All notices and other communications shall be in writing, either hand
delivered or mailed by first class registered mail, postage prepaid, if to
Arnold at the address set forth below under Arnold'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. 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.

     6. 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.


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     7. 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.

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

     9. From the effective date of this Agreement, Arnold will be entitled to
indemnification by Grossman's and limitation of liability for acts and omissions
by reason of and in his capacity as a director, interim President and CEO 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.

     10. 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.

     11. All information obtained or possessed by Arnold 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 Arnold 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 Arnold 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 Arnold of his
obligations hereunder.

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


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

                                       GROSSMAN'S INC.


                                       By:     
                                          --------------------------------------
                                       Name:
                                       Title:



                                       -----------------------------------------
                                       Thomas E. Arnold, Jr.
                                       5141 North 40th Street, Suite 200
                                       Phoenix, AZ  85018



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