Commission File No. 0-6544

           FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT
                                        
          This Management Stockholder's Agreement (this
"Agreement") is entered into as of ________________ between
BRUNO'S, INC., an Alabama corporation (the "Company"), and
__________________ (the "Purchaser") (the Company and the
Purchaser being hereinafter collectively referred to as the
"Parties").

                            RECITALS

          On August 18, 1995, Crimson Acquisition Corp., an
Alabama corporation ("Crimson"), merged with and into the Company
(the "Merger").  In connection with the Merger, the Company has
sold and proposes to sell shares of its Common Stock, par value
$.01 per share (the "Common Stock"), to key employees of the
Company and certain other investors at a price of $12 per share
of Common Stock.

          This Agreement is one of several other agreements
("Other Purchasers' Agreements") which have been, or which in the
future will be, entered into between the Company and other
individuals who are or will be key employees of the Company or
one of its subsidiaries (collectively, the "Other Purchasers").
In addition, the Company has also entered into, and may in the
future enter into, agreements (the "Investors' Agreements") with
other purchasers (collectively, the "Investors") pursuant to
which the Investors purchased or will purchase shares of Common
Stock.

          The Company has agreed to sell _______ shares of Common
Stock to Purchaser so that Purchaser shall receive, in the
aggregate, _______ shares of Common Stock (the "Purchase Stock").
In addition, the Company will grant to Purchaser an option or
options to purchase Common Stock ("Options") at an exercise price
of $12 per share of Common Stock pursuant to the terms of the
1996 Stock Purchase and Option Plan for Key Employees of Bruno's,
Inc. and Subsidiaries (the "Option Plan") and the "Non-Qualified
Stock Option Agreement" attached hereto as Exhibit A.  The
Options may be granted as Time Options or Performance Options
(each as defined in the Non-Qualified Stock Option Agreement).

                           AGREEMENT

          To implement the foregoing and in consideration of the
mutual agreements contained herein, the Parties agree as follows:

          1.   Purchase of Stock; Issuance of Options.
                                   
          (a)  Subject to the terms and conditions hereinafter
set forth, the Purchaser hereby subscribes for and shall
purchase, and the Company shall sell to the Purchaser, the
Purchase Stock at a purchase price of $12 per share on
_____________ (the "Purchase Date").  The Company shall have

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                                        Commission File No. 0-6544

no obligation to sell any Purchase Stock to any person who (i) is
a resident or citizen of a state or other jurisdiction in which
the sale of the Purchase Stock to him or her would constitute a
violation of the securities or "blue sky" laws of such jurisdiction
or (ii) is not an employee of the Company or any of its subsidiaries
on the date hereof.

          (b)  The aggregate price for the Purchase Stock shall
be $_______ (such amount hereinafter sometimes referred to as the
"Purchase Price").  The Purchase Price shall be paid in the
following manner:  the Purchaser shall deliver to the Company on
the Purchase Date cash or a check or checks payable to the order
of the Company in the aggregate amount of the Purchase Price.  In
consideration of receipt of the Purchase Price, the Company will
deliver to the Purchaser a certificate, registered in the
Purchaser's name, for the Purchase Stock, which shall be subject
to the terms and conditions hereinafter set forth.

          (c)  Subject to the terms and conditions hereinafter
set forth and upon and as of the Purchase Date, the Company shall
issue to the Purchaser the Options and the Parties shall execute
and deliver to each other copies of the Non-Qualified Stock
Option Agreement concurrently with the issuance of the Options.

           2.   Purchaser's Representations, Warranties and Agreements.

          (a)  The Purchaser agrees and acknowledges that he will
not, directly or indirectly, offer, transfer, sell, assign,
pledge, hypothecate or otherwise dispose of (any such act being
herein referred to herein as a "transfer") any shares of the
Purchase Stock and, at the time of exercise, the Common Stock
issuable upon exercise of the Options (collectively, the "Stock")
unless such transfer complies with Section 3 of this Agreement.
Furthermore, if the Purchaser is an "affiliate" (as defined under
Rule 405 of the rules and regulations promulgated under the Act
and as interpreted by the Board of Directors of the Company) of
the Company (an "Affiliate"), the Purchaser agrees and
acknowledges that he will not transfer any shares of the Stock
unless (i) the transfer is pursuant to an effective registration
statement under the Securities Act of 1933, as amended, and the
rules and regulations in effect thereunder (the "Act"), and in
compliance with applicable provisions of state securities laws or
(ii) (A) counsel for the Purchaser (which counsel shall be
reasonably acceptable to the Company) shall have furnished the
Company with an opinion, satisfactory in form and substance to
the Company, that no such registration is required because of the
availability of an exemption from registration under the Act and
(B) if the Purchaser is a citizen or resident of any country
other than the United States, or the Purchaser desires to effect
any transfer in any such country, counsel for the Purchaser
(which counsel shall be reasonably satisfactory to the Company)
shall have furnished the Company with an opinion or other advice
reasonably satisfactory in form and substance to the Company to
the effect that such transfer will comply with the securities
laws of such jurisdiction.  Notwithstanding the foregoing, the
Company acknowledges and agrees that any of the following
transfers are deemed to be in compliance with the Act and this
Agreement and no opinion of counsel is required in connection
therewith: (x) a transfer made pursuant to Section 4, 5 or 6
hereof, (y) a transfer upon the death of the Purchaser to his
executors, administrators, testamentary trustees, legatees or
beneficiaries (the "Purchaser's Estate") or a transfer to the
executors, administrators, testamentary trustees, legatees or
beneficiaries of a person who has become a holder of Stock in
accordance with the terms of this Agreement, provided that it is
expressly understood that any such transferee shall be

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                                        Commission File No. 0-6544

bound by the provisions of this Agreement and (z) a transfer made
after the Purchase Date in compliance with the federal securities
laws to a trust or custodianship the beneficiaries of which may
include only the Purchaser, his spouse or his lineal descendants
(a "Purchaser's Trust") or a transfer made after the third
anniversary of the Purchase Date to such a trust by a person who
has become a holder of Stock in accordance with the terms of this
Agreement, provided that such transfer is made expressly subject
to this Agreement and that the transferee agrees in writing to be
bound by the terms and conditions hereof.

          (b)  The certificate (or certificates) representing the
Stock shall bear the following legend:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
          NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
          HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH
          TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
          OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE
          MANAGEMENT STOCKHOLDER'S AGREEMENT DATED AS OF
          ___________, 1996 BETWEEN BRUNO'S, INC. ("THE COMPANY")
          AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF
          WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).
          EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO
          TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
          OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS
          CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "ACT"), AND IN COMPLIANCE
          WITH APPLICABLE PROVISIONS OF STATE SECURITIES LAWS OR
          (B) IF (I) THE COMPANY HAS BEEN FURNISHED WITH A
          SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT
          SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
          OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
          SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN
          EFFECT THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE
          PROVISIONS OF STATE SECURITIES LAWS, AND (II) IF THE
          HOLDER IS A CITIZEN OR RESIDENT OF ANY COUNTRY OTHER
          THAN THE UNITED STATES, OR THE HOLDER DESIRES TO EFFECT
          ANY SUCH TRANSACTION IN ANY SUCH COUNTRY, THE COMPANY
          HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OR OTHER
          ADVICE OF COUNSEL FOR THE HOLDER THAT SUCH TRANSACTION
          WILL NOT VIOLATE THE LAWS OF SUCH COUNTRY."

          (c)  The Purchaser acknowledges that he has been
advised that (i) the Stock has been registered on Form S-8 under
the Act, (ii) a restrictive legend in the form heretofore set
forth shall be placed on the certificates representing the Stock
and (iii) a notation shall be made in the appropriate records of
the Company indicating that the Stock is subject to restrictions
on transfer and appropriate stop transfer restrictions will be
issued to the Company's transfer agent with respect to the Stock.
If the Purchaser is an Affiliate, the Purchase also acknowledges

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                                        Commission File No. 0-6544

that (1) the Stock must be held indefinitely and the Purchaser must
continue to bear the economic risk of the investment in the Stock
unless it is subsequently registered under the Act or an
exemption from such registration is available, (2) it is not
anticipated that there will be any market on an exchange or a
quotation service for the Stock, (3) when and if shares of the
Stock may be disposed of without registration in reliance on Rule
144 of the rules and regulations promulgated under the Act, such
disposition can be made only in limited amounts in accordance
with the terms and conditions of such Rule, (4) if the Rule 144
exemption is not available, public sale without registration will
require compliance with Regulation A or some other exemption
under the Act,

          (d)  If any shares of the Stock are to be disposed of
in accordance with Rule 144 under the Act or otherwise, the
Purchaser shall promptly notify the Company of such intended
disposition and shall deliver to the Company at or prior to the
time of such disposition such documentation as the Company may
reasonably request in connection with such sale and, in the case
of a disposition pursuant to Rule 144, shall deliver to the
Company an executed copy of any notice on Form 144 required to be
filed with the Securities and Exchange Commission (the "SEC").

          (e)  The Purchaser agrees that, if any shares of the
capital stock of the Company are offered to the public pursuant
to an effective registration statement under the Act (other than
registration of securities issued under an employee plan), the
Purchaser will not effect any public sale or distribution of any
shares of the Stock not covered by such registration statement
within 7 days prior to, or within 180 days after, the effective
date of such registration statement, unless otherwise agreed to
in writing by the Company.

          (f)  The Purchaser represents and warrants that (i) he
has received and reviewed the document(s) comprising the
Prospectus (the "Prospectus") relating to the Purchase Stock and
the documents referred to therein, certain of which documents set
forth the rights, preferences and restrictions relating to the
Stock and (ii) he has been given the opportunity to obtain any
additional information or documents and to ask questions and
receive answers about such documents, the Company and the
business and prospects of the Company which he deems necessary to
evaluate the merits and risks related to his investment in the
Purchase Stock and to verify the information contained in the
Prospectus and the information received as indicated in this
Section 2(f)(ii), and he has relied solely on such information.

          (g)  The Purchaser further represents and warrants that
(i) his financial condition is such that he can afford to bear
the economic risk of holding the Purchase Stock for an indefinite
period of time and has adequate means for providing for his
current needs and personal contingencies, (ii) he can afford to
suffer a complete loss of his investment in the Purchase Stock,
(iii) he understands and has taken cognizance of all risk factors
related to the purchase of the Purchase Stock, including those
set forth in the Prospectus referred to above, and (iv) his
knowledge and experience in financial and business matters are
such that he is capable of evaluating the merits and risks of his
purchase of the Purchase Stock as contemplated by this Agreement.

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                                        Commission File No. 0-6544

           3.   Restriction on Transfer.

           Except for transfers permitted by clauses (x), (y) and
(z) of Section 2(a) or a sale of shares of Stock pursuant to an
effective registration statement under the Act filed by the
Company or pursuant to the Sale Participation Agreement (as
defined below), the Purchaser agrees that he will not transfer
any shares of the Stock at any time prior to the fifth
anniversary of the Purchase Date.  No transfer of any such shares
in violation hereof shall be made or recorded on the books of the
Company and any such transfer shall be void and of no effect.

           4.   Right of First Refusal.

           If at any time after the fifth anniversary of the
Purchase Date and prior to a Public Offering (as defined below),
the Purchaser receives a bona fide offer to purchase any or all
of his shares of Stock (the "Offer") from a third party (the
"Offeror") which the Purchaser wishes to accept, the Purchaser
shall cause the Offer to be reduced to writing and shall notify
the Company in writing of his wish to accept the Offer.  The
Purchaser's notice shall contain an irrevocable offer to sell
such shares of Stock to the Company (in the manner set forth
below) at a purchase price equal to the price contained in, and
on the same terms and conditions of, the Offer, and shall be
accompanied by a true copy of the Offer (which shall identify the
Offeror).  At any time within 30 days after the date of the
receipt by the Company of the Purchaser's notice, the Company
shall have the right and option to purchase, or to arrange for a
third party to purchase, all of the shares of Stock covered by
the Offer either (i) at the same price and on the same terms and
conditions as the Offer or (ii) if the Offer includes any
consideration other than cash, then at the sole option of the
Company, at the equivalent all cash price, determined in good
faith by the Company's Board of Directors, by delivering a
certified bank check or checks in the appropriate amount (and any
such non-cash consideration to be paid) to the Purchaser at the
principal office of the Company against delivery of certificates
or other instruments representing the shares of the Purchase
Stock so purchased, appropriately endorsed by the Purchaser.  If
at the end of such 30 day period, the Company has not tendered
the purchase price for such shares in the manner set forth above,
the Purchaser may during the succeeding 30 day period sell not
less than all of the shares of Stock covered by the Offer to the
Offeror at a price and on terms no less favorable to the
Purchaser than those contained in the Offer.  Promptly after such
sale, the Purchaser shall notify the Company of the consummation
thereof and shall furnish such evidence of the completion and
time of completion of such sale and of the terms thereof as may
reasonably be requested by the Company.  If, at the end of 30
days following the expiration of the 30 day period for the
Company to purchase the Stock, the Purchaser has not completed
the sale of such shares of the Stock as aforesaid, all the
restrictions on sale, transfer or assignment contained in this
Agreement shall again be in effect with respect to such shares of
the Stock.

           5.   Purchaser's Resale of Stock and Options to the
                Company Upon The Purchaser's Death or Disability.

          (a)   Except as otherwise provided herein, if at any
time prior to a Public Offering (i) the Purchaser is still in the
employ of the Company or any subsidiary of the
Company, or had retired from the Company and its subsidiaries at
age 62 or over (or such other age as may be approved by the Board
of Directors of the Company) after having been employed

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                                        Commission File No. 0-6544

by the Company or any subsidiary for at least three years after
the Purchase Date, and (ii) the Purchaser either dies or becomes
permanently disabled, then the Purchaser, the Purchaser's Estate
or a Purchaser's Trust, as the case may be, shall have the right,
for six months following the date of death or permanent
disability, to (A) sell to the Company, and the Company shall be
required to purchase, on one occasion, all or any portion of the
shares of Stock then held by the Purchaser, the Purchaser's Trust
and/or the Purchaser's Estate, as the case may be, at the
Section 5 Repurchase Price, as determined in accordance with
Section 7, and (B) require the Company to pay to the Purchaser or
the Purchaser's Estate, as the case may be, an additional amount
equal to the Option Excess Price determined on the basis of a
Section 5 Repurchase Price as provided in Section 8 with respect
to the termination of outstanding Options held by the Purchaser.
The Purchaser, the Purchaser's Estate and/or the Purchaser's
Trust, as the case may be, shall send written notice to the
Company of its intention to sell shares of Stock and to terminate
such Options in exchange for the payment referred to in the
preceding sentence (the "Redemption Notice").  The completion of
the purchase shall take place at the principal office of the
Company on the tenth business day after the giving of the
Redemption Notice.  The Section 5 Repurchase Price and any
payment with respect to the Options as described above shall be
paid by delivery to the Purchaser, the Purchaser's Estate or the
Purchaser's Trust, as the case may be, of a certified bank check
or checks in the appropriate amount payable to the order of the
Purchaser, the Purchaser's Estate or the Purchaser's Trust, as
the case may be, against delivery of certificates or other
instruments representing the Purchase Stock so purchased and
appropriate documents cancelling the Options so terminated
appropriately endorsed or executed by the Purchaser, the
Purchaser's Estate or the Purchaser's Trust, or his or its duly
authorized representative.  For purposes of this Agreement,
Purchaser shall be deemed to have a "permanent disability" when
the majority of the Board of Directors of the Company shall, in
good faith, so determine.

          (b)  Notwithstanding anything in Section 5(a) to the contrary 
and subject to Section 11, if there exists and is continuing a
default or an event of default on the part of the Company or any
subsidiary of the Company under any loan, guarantee or other
agreement under which the Company or any subsidiary of the
Company has borrowed money or if the repurchase referred to in
Section 5(a) would result in a default or an event of default on
the part of the Company or any subsidiary of the Company under
any such agreement or if a repurchase would not be permitted
under Section 10-2B-6.31 of the Alabama Business Corporation Act
(the "ABCA") or would otherwise violate the ABCA (or if the
Company reincorporates in another state, the business corporation
law of such state) (each such occurrence being an "Event"), the
Company shall not be obligated to repurchase any of the Purchase
Stock or the Options from the Purchaser, the Purchaser's Estate
or the Purchaser's Trust, as the case may be, until the first
business day which is 10 calendar days after all of the foregoing
Events have ceased to exist (the "Repurchase Eligibility Date");
provided, however, that (i) the number of shares of Purchase
Stock subject to repurchase under this Section 5(b) shall be that
number of shares of Purchase Stock, and (ii) the number of
Exercisable Option Shares  (as defined in Section 8) for purposes
of calculating the Option Excess Price payable under this Section
5(b) shall be the number of Exercisable Option Shares, held by
the Purchaser, the Purchaser's Estate or a Purchaser's Trust, as
the case may be, at the time of delivery of a Redemption Notice
in accordance with Section 5(a) hereof; provided, further, that
the Repurchase Calculation Date shall be determined in accordance
with Section 7 as of the Repurchase Eligibility Date (unless the
Section 5 Repurchase Price would be greater if the Repurchase
Calculation Date had been determined as if no Event

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                                        Commission File No. 0-6544

had occurred in which case, solely for purposes of this proviso,
the Repurchase Calculation Date shall be determined as if no
Event had occurred).  All Options exercisable as of the date of a
Redemption Notice shall continue to be exercisable until the
repurchase pursuant to such Redemption Notice.

          (c)  Notwithstanding any other provision of this
Section 5 to the contrary and subject to Section 11, the
Purchaser, the Purchaser's Estate or the Purchaser's Trust, as
the case may be, shall have the right to withdraw any Redemption
Notice which has been pending for 60 or more days and which has
remained unsatisfied because of the provisions of Section 5(b).

           6.  The Company's Option to Repurchase Stock
               and Options of Purchaser.

          (a)  If, on or prior to the fifth anniversary of the
Purchase Date, (i) the Purchaser's active employment with the
Company (and/or, if applicable, its subsidiaries) is voluntarily
or involuntarily terminated for any reason whatsoever, with or
without Cause, (ii) the beneficiaries of a Purchaser's Trust
shall include any person or entity other than the Purchaser, his
spouse or his lineal descendants, or (iii) the Purchaser shall
effect a transfer of any of the Stock other than as permitted in
this Agreement (alternatively, a "Call Event"), the Company shall
have the right to purchase all, but not less than all, of the
shares of the Stock then held by the Purchaser or a Purchaser's
Trust at the Section 6 Repurchase Price determined in accordance
with Section 7 hereof; provided, however, that if the termination
of employment results from (A) the death or permanent disability
of the Purchaser or (B) the retirement of the Purchaser from the
Company or any of its subsidiaries at age 62 or over (or such
other age as may be approved by the Board of Directors of the
Company) after having been employed by the Company or its
subsidiaries for at least three years after the Purchase Date,
the Company shall have the right to purchase all, but not less
than all, of the shares of the Purchase Stock then held by the
Purchaser or a Purchaser's Trust but the Repurchase Price shall
be the Section 5 Repurchase Price.  The Company shall have a
period of 75 days from the date of a Call Event in which to give
notice in writing to the Purchaser of the exercise of such
election ("Call Notice").  In the event that the Company
exercises its right to repurchase shares of the Purchase Stock
pursuant to this Section 6, the Company shall also pay the
Purchaser an amount equal to the Option Excess Price determined
on the basis of the Section 6 Repurchase Price or the Section 5
Repurchase Price, as the case may be, as provided in Section 8,
with respect to the termination of outstanding Options held by
the Purchaser.

          (b)  The completion of the purchases pursuant to the
foregoing shall take place at the principal office of the Company
on the tenth business day after the giving of notice of the
exercise of the option to purchase.  The Section 5 Repurchase
Price or the Section 6 Repurchase Price, as the case may be, and
any payment with respect to the Options as described above shall
be paid by delivery to the Purchaser of a certified bank check or
checks in the appropriate amount payable to the order of the
Purchaser against delivery of certificates or other instruments
representing the Purchase Stock so purchased and appropriate
documents canceling the Options so terminated, appropriately
endorsed or executed by the Purchaser, the Purchaser's Trust or
his or its authorized representative.

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                                        Commission File No. 0-6544
                                        
          (c)  Notwithstanding any other provision of this
Section 6 to the contrary and subject to Section 11, if there
exists and is continuing any Event, the Company shall delay the
repurchase of any of the Purchase Stock or the Options (pursuant
to a Call Notice timely given in accordance with Section 6(a)
hereof) from the Purchaser, the Purchaser's Estate, or the
Purchaser's Trust, as the case may be, until the Repurchase
Eligibility Date; provided, however, that (i) the number of
shares of Purchase Stock subject to repurchase under this Section
6(c) shall be that number of shares of Purchase Stock and (ii)
the number of Exercisable Option Shares for purposes of
calculating the Option Excess Price payable under this Section
6(c) shall be the number of Exercisable Option Shares held by the
Purchaser, the Purchaser's Estate or a Purchaser's Trust, as the
case may be, at the time of delivery of a Call Notice in
accordance with Section 6(a) hereof; provided, further, that the
Repurchase Calculation Date shall be determined in accordance
with Section 7 based on the Repurchase Eligibility Date (unless
the applicable Repurchase Price would be greater if the
Repurchase Calculation Date had been determined as if no Event
had occurred, in which case, solely for purposes of this proviso,
the Repurchase Calculation Date shall be determined as if no
Event had occurred).  All Options exercisable as of the date of a
Call Notice shall continue to be exercisable until the repurchase
pursuant to such Call Notice.

           7.  Determination of Repurchase Price.

          (a)  The Section 5 Repurchase Price and the Section 6
Repurchase Price are hereinafter collectively referred to as the
"Repurchase Price."  The Repurchase Price shall be calculated on
the basis of the unaudited financial statements of the Company or
the Market Price Per Share (as defined in Section 7(f)) as of the
last day of the month preceding the later of (i) the month in
which the event giving rise to the repurchase occurs and (ii) the
month in which the Repurchase Eligibility Date occurs
(hereinafter called the "Repurchase Calculation Date").  The
event giving rise to the repurchase shall be the death, permanent
disability, retirement or termination of employment, as the case
may be, of the Purchaser, not the giving of any notice required
pursuant to Section 5 or 6.

          (b)  Prior to a Public Offering (as hereinafter
defined) the Section 5 Repurchase Price shall be a per share
Repurchase Price equal to $12 plus the amount, if any, by which
the Book Value Per Share (as defined in Section 7(d)) as of the
Repurchase Calculation Date exceeds $12.  After a Public
Offering, the Section 5 Repurchase Price shall be a per share
Repurchase Price equal to $12 plus the amount, if any, by which
the Market Price Per Share as of the Repurchase Calculation Date
exceeds $12.

          (c)  Prior to a Public Offering, the Section 6
Repurchase Price shall be a per share Repurchase Price equal to
the lesser of (i) the Book Value Per Share or (ii) $12 plus (x)
the Percentage (as defined below) multiplied by (y) the amount,
if any, by which the Book Value Per Share as of the Repurchase
Calculation Date exceeds $12.  After a Public Offering, the
Section 6 Repurchase Price shall be a per share Repurchase Price
equal to the lesser of (i) Market Price Per Share or (ii) $12
plus (a) the Percentage multiplied by (b) the amount, if any, by
which the Market Price Per Share as of the Repurchase Calculation
Date exceeds $12; provided, however, that in the event of
Purchaser's termination without Cause by the Company (and/or, if
applicable, its subsidiaries) or with Good Reason by the
Purchaser, the Section 6 Repurchase Price shall be

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Commission File No. 0-6544

the Book Value Per Share or Market Price Per Share, as the case
may be.  For purposes of this Agreement the following definitions
shall apply: "Cause" shall mean (i) the Purchaser's willful and
continued failure to perform Purchaser's duties with respect to
the Company or its subsidiaries which continues beyond ten days
after a written demand for substantial performance is delivered
to Purchaser by the Company or (ii) misconduct by Purchaser
involving (x) dishonesty or breach of trust in connection with
Purchaser's employment or (y) conduct which would be a reasonable
basis for an indictment of Purchaser for a felony or for a
misdemeanor involving moral turpitude; and "Good Reason" shall
mean (i) a reduction in Purchaser's base salary or (ii) a
substantial reduction in Purchaser's duties and responsibilities
other than as approved by the Chief Executive Officer of the
Company.  Notwithstanding the immediately preceding sentence, the
definitions in any employment agreement in effect on the date
hereof between the Company and Purchaser of "Cause" and "Good
Reason" shall supersede and replace the definitions of "Cause"
and "Good Reason" in the immediately preceding sentence and shall
be deemed incorporated by reference in this Agreement in their
entirety.

          The "Percentage" shall be determined as follows:

<TABLE>
<CAPTION>
Repurchase Calculation Date                      Percentage
---------------------------                      ----------
<S>                                              <C>
Purchase Date through and including the first          0%
  anniversary of the Purchase Date

After the first anniversary of the Purchase           20%
  Date through and including the second
  anniversary of the Purchase Date

After the second anniversary of the Purchase          40%
  Date through and including the third
  anniversary of the Purchase Date

After the third anniversary of the Purchase           60%
  Date through and including the fourth
  anniversary of the Purchase Date

After the fourth anniversary of the Purchase          80%
  Date through and including the fifth
  anniversary of the Purchase Date

After the fifth anniversary of the Purchase          100%
  Date
</TABLE>
          (d)  For purposes of this Agreement, "Book Value Per
Share" shall be the quotient of (a) (i) $300 million plus (ii)
the aggregate net income of the Company from and after the date
of the Merger (as decreased by any net losses from and after the
date of the Merger) plus (iii) the aggregate dollar amount
contributed to the Company after the date of the Merger as equity
by the shareholders of the Company (including consideration to be
received upon exercise of the Options and other stock
equivalents) plus (iv) unusual charges taken during the Company's
transition period ended January 27, 1996 which, net of taxes,
total $88.251 million, (v) plus, to the extent reflected as
deductions to Book Value Per Share in clause (ii) above, or
minus, to the extent reflected as additions to Book Value Per
Share in clause (ii) above, unusual items recognized by the
Company, if and to the extent determined in the sole discretion
of the Compensation Committee of the Board of Directors of the
Company, minus, (vi) the aggregate

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                                        Commission File No. 0-6544

dollar amount of any dividends paid by the Company after the date
of the Merger divided by (b) the sum of the number of shares of
Common Stock then outstanding and the number of shares of Common
Stock issuable upon the exercise of all outstanding stock options
and other rights to acquire Common Stock and the conversion of
all securities convertible into shares of Common Stock.  The
calculations set forth in clauses (a)(ii), (a)(iii), (a)(v) and
(a)(vi) of the immediately preceding sentence shall be determined
in accordance with generally accepted accounting principles
applied on a basis consistent with any prior periods as reflected
in the consolidated financial statements of the Company.

          (e)  As used herein the term "Public Offering" shall
mean the sale of shares of Common Stock to the public subsequent
to the date hereof pursuant to a registration statement under the
Act which has been declared effective by the SEC (other than a
registration statement on Form S-8 or any other similar form)
which results in an active trading market in the Common Stock if
such a market does not already exist.  A "Qualified Public
Offering" shall mean a Public Offering pursuant to an effective
registration statement relating to the sale of shares of the
Company Stock held by any and all of KKR Partners II, L.P. and
Crimson Associates, L.P., a Delaware limited partnership;
provided, however, that a "Qualified Public Offering" shall be
deemed to have occurred if there has been a Public Offering and
there exists an active trading market in 40% or more of the
Common Stock.

          (f)  As used herein the term "Market Price Per Share"
shall mean the price per share equal to the average of the last
sale price of the Common Stock on the Repurchase Calculation Date
on each exchange on which the Common Stock may at the time be
listed or, if there shall have been no sales on any of such
exchanges on the Repurchase Calculation Date, the average of the
closing bid and asked prices on each such exchange at the end of
the Repurchase Calculation Date or if there is no such bid and
asked price on the Repurchase Calculation Date on the next
preceding date when such bid and asked price occurred or, if the
Common Stock shall not be so listed, the average of the closing
sales prices as reported by NASDAQ at the end of the Repurchase
Calculation Date in the over-the-counter market.  If the Common
Stock is not so listed or reported by NASDAQ, then the Market
Price Per Share shall be the Book Value Per Share.

          (g)  In determining the Repurchase Price, appropriate
adjustments shall be made for any future issuances of rights to
acquire and securities convertible into Common Stock and any
stock dividends, splits, combinations, recapitalizations or any
other adjustment in the number of outstanding shares of Common
Stock.

           8.   Stock Issued to Purchaser Upon Exercise of Stock
                Options; Termination of Options.

          (a)  The Company may from time to time grant to the
Purchaser, in addition to the Options, options under the Option
Plan to purchase shares of Common Stock at $12 per share or at a
different option exercise price.  The term "Purchase Stock" as
used in this Agreement shall include all shares of Common Stock
of the Company purchased by the Purchaser pursuant to this
Agreement and issued to the Purchaser by the Company upon
exercise of the Options and of any other stock options held by
the Purchaser.

                                10
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                                        Commission File No. 0-6544

          (b)  All outstanding Options granted to the Purchaser
under the Option Plan or otherwise, whether or not then
exercisable, will be automatically terminated upon the payment by
the Company to the Purchaser, pursuant to the provisions of
Sections 5 or 6 of this Agreement, of an amount equal to the
Option Excess Price.  If the Option Excess Price is zero or a
negative number, all outstanding stock options granted to the
Purchaser under the Option Plan or otherwise, whether or not then
exercisable, shall be automatically terminated upon the
repurchase of Stock as provided in Sections 5 or 6.  The Option
Excess Price is the excess, if any, of the Section 5 Repurchase
Price or the Section 6 Repurchase Price, depending on which
Repurchase Price is being used to repurchase the remainder of the
Stock, over the Option Price (as defined in the Option Plan)
multiplied by the number of Exercisable Option Shares.  For
purposes hereof, "Exercisable Option Shares" shall mean the
shares of Common Stock which, at the time of determination of the
Option Excess Price, could be purchased by the Purchaser upon
exercise of his outstanding options.

           9.  The Company's Representations and Warranties.

          (a)  The Company represents and warrants to the
Purchaser that (i) this Agreement has been duly authorized,
executed and delivered by the Company and (ii) the Purchase
Stock, when issued and delivered in accordance with the terms
hereof, will be duly and validly issued, fully paid and
nonassessable.

          (b)  If the Company shall have engaged in a Public
Offering, the Company will file the reports required to be filed
by it under the Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, to the extent required
from time to time to enable the Purchaser to sell shares of Stock
without registration under the Act within the limitations of the
exemptions provided by (A) Rule 144 under the Act, as such Rule
may be amended from time to time, or (B) any similar rule or
regulation hereafter adopted by the SEC.  Notwithstanding
anything contained in this Section 10(b), the Company may
deregister under Section 12 of the Exchange Act if it is then
permitted to do so pursuant to the Exchange Act and the rules and
regulations thereunder.  Nothing in this Section 9(b) shall be
deemed to limit in any manner the restrictions on sales of Stock
contained in this Agreement.

           10. "Piggyback" Registration Rights.

          (a)  If the Purchaser is an Affiliate of the Company,
effective upon the purchase of Common Stock pursuant to this
Agreement, until the later of (i) the first occurrence of a
Qualified Public Offering (as defined in Section 7(e) above) or
(ii) the fifth anniversary of the Purchase Date, the Purchaser
hereby agrees to be bound by all of the terms, conditions and
obligations of the Registration Rights Agreement dated as of
August 18, 1995, among the Company (as successor by Merger to
Crimson Acquisition Corp.) and certain of the Investors (the
"Registration Rights Agreement") and, in the case of a Qualified
Public Offering and subject to the limitations set forth in this
Section 10, shall have all of the rights and privileges of the
Registration Rights Agreement, in each case as if the Purchaser
were an original party (other than the Company) thereto;
provided, however, that the Purchaser shall not have any rights
to request registration under Section 3 of the Registration
Rights Agreement; and provided further, that the

                                11
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                                        Commission File No. 0-6544

Purchaser shall not be bound by any amendments to the
Registration Rights Agreement unless Purchaser consents thereto.
Notwithstanding anything to the contrary contained in the
Registration Rights Agreement, the Purchaser's rights and
obligations under the Registration Rights Agreement shall be
subject to the limitations and additional obligations set forth
in this Section 10.  All shares of Stock purchased by the
Purchaser pursuant to this Agreement and held by the Purchaser,
the Purchaser's Trust or the Purchaser's Estate, including shares
purchased upon the exercise of Options, shall be deemed to be
Registrable Securities as defined in the Registration Rights
Agreement.

          (b)  The Company will promptly notify the Purchaser in
writing (a "Notice") of any proposed registration (a "Proposed
Registration") in connection with a Qualified Public Offering.
If within 15 days of the receipt by the Purchaser of such Notice,
the Company receives from the Purchaser, the Purchaser's Trust or
the Purchaser's Estate a written request (a "Request") to
register shares of Stock held by the Purchaser, the Purchaser's
Estate or the Purchaser's Trust (which Request will be
irrevocable unless otherwise mutually agreed to in writing by the
Purchaser and the Company), shares of Stock will be so registered
as provided in this Section 10; provided, however, that for each
such registration statement only one Request, which shall be
executed by the Purchaser, the Purchaser's Trust or the
Purchaser's Estate, as the case may be, may be submitted for all
Registrable Securities held by the Purchaser, the Purchaser's
Estate and the Purchaser's Trust.

          (c)  The maximum number of shares of Stock which will
be registered pursuant to a Request will be the lowest of (i) the
number of shares of Stock then held by the Purchaser (which for
purposes of this subparagraph (c) shall include shares held by
the Purchaser's Estate or a Purchaser's Trust), including all
shares of Stock which the Purchaser is then entitled to acquire
under an unexercised Option to the extent then exercisable or
(ii) the maximum number of shares of Stock which the Company can
register in the Proposed Registration without adverse effect on
the offering in the view of the managing underwriters (reduced
pro rata with all Other Purchasers) as more fully described in
subsection (d) of this aggregate number of shares of Common Stock
the Purchaser and all Other Purchasers have requested be
registered) and all Other Purchasers are permitted to register
under the Registration Rights Agreement.

          (d)  If a Proposed Registration involves an
underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of shares of
Stock requested to be included in the Proposed Registration
exceeds the number which can be sold in such offering, so as to
be likely to have an adverse effect on the price, timing or
distribution of the shares of Stock offered in such Qualified
Public Offering as contemplated by the Company, then the Company
will include in the Proposed Registration (i) first, 100% of the
shares of Stock the Company proposes to sell and (ii) second, to
the extent of the number of shares of Stock requested to be
included in such registration which, in the opinion of such
managing underwriter, can be sold without having the adverse
effect referred to above, the number of shares of Stock which the
"Holders" (as defined in the Registration Rights
Agreement), including, without limitation, the Purchaser and
Other Purchasers have requested to be included in the Proposed
Registration, such amount to be allocated pro rata among all

                                12
<PAGE>
                                        Commission File No. 0-6544

requesting Holders on the basis of the relative number of shares
of Stock then held by each such Holder (provided that any shares
thereby allocated to any such Holder that exceed such Holder's
request will be reallocated among the remaining requesting
Holders in like manner).

          (e)  Upon delivering a Request the Purchaser will, if
requested by the Company, execute and deliver a custody agreement
and power of attorney in form and substance satisfactory to the
Company with respect to the shares of Stock to be registered
pursuant to this Section 10 (a "Custody Agreement and Power of
Attorney").  The Custody Agreement and Power of Attorney will
provide, among other things, that the Purchaser will deliver to
and deposit in custody with the custodian and attorney-in-fact
named therein a certificate or certificates representing such
shares of Stock (duly endorsed in blank by the registered owner
or owners thereof or accompanied by duly executed stock powers in
blank) and irrevocably appoint said custodian and
attorney-in-fact as the Purchaser's agent and attorney-in-fact
with full power and authority to act under the Custody Agreement
and Power of Attorney on the Purchaser's behalf with respect to
the matters specified therein.

          (f)  The Purchaser agrees that he will execute such
other agreements as the Company may reasonably request to further
evidence the provisions of this Section 10.

          (g)  Notwithstanding anything to the contrary in the
foregoing, the Purchaser shall have no registration rights under
this Section 10 unless he is an Affiliate of the Company.

           11. Pro Rata Repurchases.

           Notwithstanding anything to the contrary contained in
Sections 5, 6 or 7, if at any time consummation of all purchases
and payments to be made by the Company pursuant to this Agreement
and the Other Purchasers' Agreements would result in an Event,
then the Company shall make purchases from, and payments to, the
Purchaser and Other Purchasers pro rata (on the basis of the
proportion of the number of shares of Stock and the number of
Options each such Purchaser and all Other Purchasers have elected
or are required to sell to the Company) for the maximum number of
shares of Stock and shall pay the Option Excess Price for the
maximum number of Options permitted without resulting in an Event
(the "Maximum Repurchase Amount").  The provisions of Section
5(b) and 6(c) shall apply in their entirety to payments and
repurchases with respect to Options and shares of Stock which may
not be made due to the limits imposed by the Maximum Repurchase
Amount under this Section 11.  Until all of such Stock and
Options are purchased and paid for by the Company, the Purchaser
and the Other Purchasers whose Stock and Options are not
purchased in accordance with this Section 11 shall have priority,
on a pro rata basis, over other purchases of Common Stock and
Options by the Company pursuant to this Agreement and Other
Purchasers' Agreements.

           12.  Rights to Negotiate Repurchase Price.

           Nothing in this Agreement shall be deemed to restrict
or prohibit the Company from purchasing shares of Stock or
Options from the Purchaser, at any time, upon such terms and
conditions, and for such price, as may be mutually agreed upon
between the Parties, whether or not at the time of such purchase
circumstances exist which specifically grant the Company the

                                13
<PAGE>
                                        Commission File No. 0-6544

right to purchase, or the Purchaser the right to sell, shares of
Stock or the Company has the right to pay, or the Purchaser has
the right to receive, the Option Excess Price under the terms of
this Agreement.

           13.  Covenant Regarding 83(b) Election.

           Except as the Company may otherwise agree in writing,
the Purchaser hereby covenants and agrees that he will make an
election provided pursuant to Treasury Regulation 1.83-2 with
respect to the Stock, including without limitation, the Stock to
be acquired pursuant to Section 1 and the Stock to be acquired
upon each exercise of the Purchaser's Options; and Purchaser
further covenants and agrees that he will furnish the Company
with copies of the forms of election the Purchaser files within
30 days after the date hereof, and within 30 days after each
exercise of Purchaser's Non-Qualified Options and with evidence
that each such election has been filed in a timely manner.

           14.  Notice of Change of Beneficiary.

           Immediately prior to any transfer of Stock to a
Purchaser's Trust, the Purchaser shall provide the Company with a
copy of the instruments creating the Purchaser's Trust and with
the identity of the beneficiaries of the Purchaser's Trust.  The
Purchaser shall notify the Company immediately prior to any
change in the identity of any beneficiary of the Purchaser's
Trust.

           15.  Expiration of Certain Provisions.

           The provisions contained in Sections 4, 5 and 6 of this
Agreement and the portion of any other provision of this
Agreement which incorporates the provisions of Sections 4, 5 and
6, shall terminate and be of no further force or effect with
respect to any shares of Stock sold by the Purchaser (i) pursuant
to an effective registration statement filed by the Company
pursuant to Section 10 hereof or (ii) pursuant to the terms of
the Sale Participation Agreement of even date herewith, among the
Purchaser, KKR Partners II, L.P. and Crimson Associates, L.P.

           The provisions contained in Sections 2(e), 3, 4, 5, 6
and 13 of this Agreement, and the portion of any other provisions
of this Agreement which incorporate the provisions of such
Sections, shall terminate and be of no further force or effect
upon the consummation of a merger, reorganization, business
combination or liquidation of the Company, or a sale of Common
Stock owned by the Investors, but only if such merger,
reorganization, business combination, liquidation or sale of
Common Stock results in KKR Associates, a New York limited
partnership, or any affiliate thereof, no longer having the power
(i) to elect a majority of the Board of Directors of the Company
or such other corporation which succeeds to the Company's rights
and obligations pursuant to such merger, reorganization, business
combination, liquidation or stock sale, or (ii) if the resulting
entity of such merger, reorganization, business combination,
liquidation or stock sale is not a corporation, to select the
general partner(s) or other persons or entities controlling the
operations and business of the resulting entity.

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<PAGE>
                                        Commission File No. 0-6544

           16.  Recapitalizations, etc.

           The provisions of this Agreement shall apply, to the
full extent set forth herein with respect to the Stock or the
Options, to any and all shares of capital stock of the Company or
any capital stock, partnership units or any other security
evidencing ownership interests in any successor or assign of the
Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or
substitution of the Stock or the Options, by reason of any stock
dividend, split, reverse split, combination, recapitalization,
liquidation, reclassification, merger, consolidation or
otherwise.

           17.  Purchaser's Employment by the Company.

           Nothing contained in this Agreement or in any other
agreement entered into by the Company and the Purchaser
contemporaneously with the execution of this Agreement (i)
obligates the Company or any subsidiary of the Company to employ
the Purchaser in any capacity whatsoever or (ii) prohibits or
restricts the Company (or any such subsidiary) from terminating
the employment, if any, of the Purchaser at any time or for any
reason whatsoever, with or without Cause, and the Purchaser
hereby acknowledges and agrees that neither the Company nor any
other person has made any representations or promises whatsoever
to the Purchaser concerning the Purchaser's employment or
continued employment by the Company or any subsidiary of the
Company.

           18.  State Securities Laws.

           The Company hereby agrees to use its best efforts to
comply with all state securities or "blue sky" laws which might
be applicable to the sale of the Stock and the issuance of the
Options to the purchaser.

           19.  Binding Effect:

           The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
In the case of a transferee permitted under Section 2(a) hereof,
such transferee shall be deemed the Purchaser hereunder;
provided, however, that no transferee (including without
limitation, transferees referred to in Section 2(a) hereof) shall
derive any rights under this Agreement unless and until such
transferee has delivered to the Company a valid undertaking and
becomes bound by the terms of this Agreement.

           20.  Amendment.

           This Agreement may be amended only by a written
instrument signed by the Parties hereto.

           21.  Closing.

           Except as otherwise provided herein, the closing of
each purchase and sale of shares of Stock and the payment

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<PAGE>
                                        Commission File No. 0-6544
                                                              
of the Option Excess Price, if any, pursuant to this Agreement
shall take place at the principal office of the Company on the
tenth business day following delivery of the notice by either
Party to the other of its exercise of the right to purchase or
sell such Stock hereunder or to cause the payment of the Option
Excess Price, if any.

           22.  Applicable Law.

           The laws of the state of Alabama (or if the Company
reincorporates in another state, of that state) shall govern the
interpretation, validity and performance of the terms of this
Agreement, regardless of the law that might be applied under
principles of conflicts of law.  Any suit, action or proceeding
against the Purchaser, with respect to this Agreement, or any
judgment entered by any court in respect of any thereof, may be
brought in any court of competent jurisdiction in the State of
Alabama (or if the Company reincorporates in another state, in
that state) or New York, as the Company may elect in its sole
discretion, and the Purchaser hereby submits to the non-exclusive
jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment.  By the execution and delivery of
this Agreement, the Purchaser appoints The Corporation Trust
Company, at its office in New York, New York or Montgomery,
Alabama (or if the Company reincorporates in another state, an
office in that state), as the case may be, as his agent upon
which process may be served in any such suit, action or
proceeding.  Service of process upon such agent, together with
notice of such service given to the Purchaser in the manner
provided in Section 25 hereof, shall be deemed in every respect
effective service of process upon him in any suit, action or
proceeding.  Nothing herein shall in any way be deemed to limit
the ability of the Company to serve any such writs, process or
summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the Purchaser, in such other
jurisdictions and in such manner, as may be permitted by
applicable law.  The Purchaser hereby irrevocably waives any
objections which he may now or hereafter have to the laying of
the venue of any suit, action or proceeding arising out of or
relating to this Agreement brought in any court of competent
jurisdiction in the State of Alabama (or if the Company
reincorporates in another state, in that state) or New York, and
hereby further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought
in any inconvenient forum.  No suit, action or proceeding against
the Company with respect to this Agreement may be brought in any
court, domestic or foreign, or before any similar domestic or
foreign authority other than in a court of competent jurisdiction
in the State of Alabama (or if the Company reincorporates in
another state, in that state) or New York, and the Purchaser
hereby irrevocably waives any right which he may otherwise have
had to bring such an action in any other court, domestic or
foreign, or before any similar domestic or foreign authority.
The Company hereby submits to the jurisdiction of such courts for
the purpose of any such suit, action or proceeding.

           23.  Assignability of Certain Rights by the Company.

           The Company shall have the right to assign any or all
of its rights or obligations to purchase shares of Stock pursuant
to Sections 4, 5 and 6 hereof; provided, however, that the
Company shall remain obligated to perform its obligations
notwithstanding such assignment in the event that such assignee
fails to perform the obligations so assigned to it.

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                                        Commission File No. 0-6544

           24.  Miscellaneous.

           In this Agreement (i) all references to "dollars" or
"$" are to United States dollars and (ii) the word "or" is not
exclusive.  If any provision of this Agreement shall be declared
illegal, void or unenforceable by any court of competent
jurisdiction, the other provisions shall not be affected, but
shall remain in full force and effect.

           25.  Notices.

           All notices and other communications provided for
herein shall be in writing and shall be deemed to have been duly
given if delivered by hand (whether by overnight courier or
otherwise) or sent by registered or certified mail, return
receipt requested, postage prepaid, to the Party to whom it is
directed:

          (a)  If to the Company, to it at the following address:

               c/o Kohlberg Kravis Roberts & Co.
               2800 Sand Hill Road
               Suite 200
               Menlo Park, California  94025

               Attn:  James H. Greene, Jr.

with a copy to:

               Simpson Thacher & Bartlett
               425 Lexington Avenue
               New York, New York  10017-3909

               Attn:  David J. Sorkin, Esq.

          (b)  If to the Purchaser, to him at the
               address set forth below under his signature;

               or at such other address as either party
               shall have specified by notice in writing to the
               other.

           26. Covenant Not to Compete; Confidential
               Information.

          (a)  In consideration of the Company entering into this
Agreement with the Purchaser, the Purchaser hereby agrees
effective as of the Purchase Date, for so long as the Purchaser
is employed by the Company or one of its subsidiaries and for a
period of one year thereafter (the "Noncompete Period"), the
Purchaser shall not, directly or indirectly, engage in the
production, sale or distribution of any product produced, sold or
distributed by the Company or its subsidiaries on the date hereof
or during the Noncompete Period anywhere in the world in which
the Company or its subsidiaries is doing business other than
through the Purchaser's

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<PAGE>
                                        Commission File No. 0-6544

employment with the Company or any of its subsidiaries.  At the
Company's option, the Noncompete Period may be extended for an
additional one year period if (i) within nine months of the
termination of the Purchaser's employment, the Company gives the
Purchaser notice of such extension and (ii) beginning with the
first anniversary of such termination, the Company pays the
Purchaser an amount equal to the Purchaser's base salary on the
date of the termination of his employment.  Such amount shall be
paid in installments in a manner consistent with the then current
salary payment policies of the Company.  For purposes of this
Agreement, the phrase "directly or indirectly engage in" shall
include any direct or indirect ownership or profit participation
interest in such enterprise, whether as an owner, stockholder,
partner, joint venturer of otherwise, and shall include any
direct or indirect participation in such enterprise as a
consultant, licensor of technology or otherwise.

          (b)  The Purchaser will not disclose or use at any time
any Confidential Information (as defined below) of which the
Purchaser is or becomes aware, whether or not such information is
developed by him, except to the extent that such disclosure or
use is directly related to and required by the Purchaser's
performance of duties, if any, assigned to the Purchaser by the
Company.  As used in this Agreement, the term "Confidential
Information" means information that is not generally known to the
public and that is used, developed or obtained by the Company or
its subsidiaries in connection with its business, including but
not limited to (i) products or services, (ii) fees, costs and
pricing structures, (iii) designs, (iv) computer software,
including operating systems, applications and program listings,
(v) flow charts, manuals and documentation, (vi) data bases,
(vii) accounting and business methods, (viii) inventions,
devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to
practice, (ix) customers and clients and customer or client
lists, (x) other copyrightable works, (xi) all technology and
trade secrets, and (xii) all similar and related information in
whatever form.  Confidential Information will not include any
information that has been published in a form generally available
to the public prior to the date the Purchaser proposes to
disclose or use such information.  The Purchaser acknowledges and
agrees that all copyrights, works, inventions, innovations,
improvements, developments, patents, trademarks and all similar
or related information which relate to the actual or anticipated
business of the Company and its subsidiaries (including its
predecessors) and conceived, developed or made by the Purchaser
while employed by the Company or its subsidiaries belong to the
Company.  The Purchaser will perform all actions reasonably
requested by the Company (whether during or after the Noncompete
Period) to establish and confirm such ownership at the Company's
expense (including without limitation assignments, consents,
powers of attorney and other instruments).

          (c)  Notwithstanding clauses (a) and (b) above, if at
any time a court holds that the restrictions stated in such
clauses (a) and (b) are unreasonable or otherwise unenforceable
under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographic area determined to be
reasonable under such circumstances by such court will be
substituted for the stated period, scope or area.  Because the
Purchaser's services are unique and because the Purchaser has had
access to Confidential Information, the parties hereto agree that
money damages will be an inadequate remedy for any breach of this
Agreement.  In the event a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in
addition to other rights and remedies existing in their favor,
apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or

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<PAGE>
                                        Commission File No. 0-6544


prevent andy violations of, the provisions hereof (without the
posting of a bond or other security).

          (d)  Notwithstanding the foregoing paragraphs (a), (b)
and (c), the provisions of any employment agreement in effect on
the date hereof between the Company and Purchaser which contains
covenants relating to confidentiality and competition shall
supersede and replace the provisions of paragraphs (a), (b) and
(c) and shall be deemed incorporated by reference in this
Agreement in their entirety.

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

                              BRUNO'S, INC.
                              
                              
                              
                              By_________________________________
                                   William J. Bolton
                                   Chairman and Chief Executive Officer
                              
                              
                              
                              
                              
                              
                              ___________________________________

                              ___________________________________
                              
                              ___________________________________
                              Address






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