ESCROW AGREEMENT

         THIS ESCROW AGREEMENT,  dated as of _______________,  2000 (the "Escrow
Agreement"),  by and among  DOLLAR TREE  STORES,  INC.,  a Virginia  corporation
("Parent");   THE  SHAREHOLDERS   IDENTIFIED  ON  SCHEDULE  1  HERETO,  (each  a
"Shareholder" and, collectively, the "Shareholders");  BERNARD SPAIN and WILLIAM
WOO, as  representatives  of the  Shareholders  (collectively,  the "Shareholder
Representatives");  and STATE  STREET BANK AND TRUST  COMPANY,  a  Massachusetts
banking  corporation  acting  solely as escrow  agent  hereunder  and not in its
individual  capacity  ("Escrow  Agent").  The  Parent and the  Shareholders  are
sometimes referred to herein as the "Interested Parties." Capitalized terms used
but not otherwise  defined herein shall have the meanings ascribed to such terms
in the Merger Agreement (as hereinafter defined).

                              W I T N E S S E T H:

         WHEREAS,  pursuant to a certain Merger Agreement,  dated as of April 5,
2000 (the  "Merger  Agreement")  by and  among  Parent,  DT  Keystone,  Inc.,  a
Pennsylvania  corporation  and  wholly-owned  subsidiary  of Parent  ("Sub") and
Dollar Express,  Inc., a Pennsylvania  corporation (the "Company"),  the capital
stock of the Company owned by the Shareholders has been (simultaneously with the
execution  hereof)  converted  into the right to receive shares of Parent Common
Stock;

         WHEREAS,   pursuant  to  Article  10  of  the  Merger  Agreement,   the
Shareholders have agreed to indemnify Parent and its subsidiaries and Affiliates
(including  DT  Keystone,   Inc.,  Dollar  Express,   Inc.,  and  the  surviving
corporation  in the  Merger),  each of  their  respective  officers,  directors,
employees,  agents  and  representatives  and  each  of  the  heirs,  executors,
successors  and  assigns  of any of the  foregoing  (collectively,  the  "Parent
Indemnified Parties") for Parent Losses;

         WHEREAS, as security for the Shareholders' obligations under the Merger
Agreement  but without  limiting  the other  remedies of the Parent  Indemnified
Parties thereunder, the Merger Agreement also contemplates a surrender of Escrow
Shares (as defined  below) and related  funds to the extent  Parent  Indemnified
Parties suffer Parent Losses;

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<PAGE>



         WHEREAS,   pursuant  to  Section  8.5  of  the  Merger  Agreement,  the
Shareholders  have  appointed the  Shareholder  Representatives  to act on their
behalf with respect to the performance on behalf of such  Shareholder  under the
terms and provisions of this Escrow Agreement; and

         WHEREAS, Escrow Agent is willing to act as escrow agent hereunder.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises,  covenants  and  agreements  contained  herein,  the  parties  hereto,
intending to be legally bound, hereby agree as follows:

         1   Delivery of Escrow Shares.

             1.1  Subject and  pursuant  to the Merger  Agreement, Escrow Shares
shall be  delivered to the Escrow  Agent on behalf of the  Shareholders,  in the
proportion   specified  on  Schedule  1  hereto.  The  Escrow  Shares  shall  be
represented  by a stock  certificate  in the name of State Street Bank and Trust
Company,  as Escrow  Agent under the Escrow  Agreement,  dated April ___,  2000.
Notwithstanding the foregoing,  during the term of this Escrow Agreement,  title
to the Escrow  Shares will be in the name of the Escrow Agent for record  holder
purposes only. The parties  acknowledge that the Shareholders are the beneficial
owners of the Escrow  Shares,  subject to the terms and conditions of the Merger
Agreement  and this Escrow  Agreement,  and each  Shareholder  shall  retain all
rights to vote the shares of Parent  Common  Stock  delivered  on behalf of such
Shareholder to the Escrow Agent that are not  transferred to Parent  pursuant to
Section 2 hereof.

             1.2  The Escrow  Shares shall be  contributed into escrow hereunder
on behalf of the  Shareholders in the same proportion to the Parent Common Stock
to be  received  by  each  Shareholder  pursuant  to  Article  2 of  the  Merger
Agreement.  Escrow Agent agrees to submit said shares for transfer into its name
as Escrow Agent hereunder or, in its  discretion,  into the name of its nominee,
and  agrees to hold and  administer  said  shares  subject  to the terms of this
Escrow Agreement.  Except as set forth in this Agreement, the Escrow Agent shall
be under no  obligation  to preserve,  protect or exercise  rights in the Escrow
Shares,  and shall be responsible  only for reasonable  measures to maintain the
physical  safekeeping  thereof, and otherwise to perform and observe such duties
on its part as are  expressly  set forth in this  Escrow  Agreement.  The Escrow
Agent shall have no responsibility for the genuineness,  validity, market value,
title or sufficiency for any intended purpose of the Escrow Shares.

         2   The Escrow Fund.  All  cash  dividends  on  or  proceeds  from  the
permitted  sale of the Escrow Shares shall be deposited  directly into an escrow
account created by the Escrow Agent specifically for the purpose of holding such
cash dividends and proceeds (the "Dividend  Account"),  without any tax or other
withholding or deduction,  subject to the terms of the Escrow Agreement.  Shares
resulting  from stock  dividends,  stock splits and other  shares or  securities
issued in respect of the Escrow Shares shall be issued in the name of the Escrow
Agent,  and shall be held by the Escrow Agent subject to the  provisions of this
Agreement, and upon issuance


                                       2
<PAGE>



shall  become  part of the Escrow  Shares.  The Escrow  Agent  shall  invest the
Dividend  Account at, and pursuant to, the written  direction of the Shareholder
Representatives  in Eligible  Investments and shall not be responsible or liable
for any loss accruing from any investment made in accordance herewith except for
losses due to the gross  negligence  or wilful  misconduct  of the Escrow Agent.
"Eligible  Investments"  shall mean (i) obligations  issued or guaranteed by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United  States is pledged in support  thereof);
(ii) obligations (including certificates of deposit and banker's acceptances) of
any  domestic   commercial   bank  having  capital  and  surplus  in  excess  of
$500,000,000; (iii) repurchase obligations for underlying securities of the type
described  in clause (i);  (iv) shares of money market funds at least 95% of the
assets of which  constitute  obligations  of the type  described  in clause  (i)
above.  No  investment  shall  have a term of more than  ninety  (90)  days.  If
otherwise  qualified,  obligations of the Escrow Agent shall qualify as Eligible
Investments.  Absent its  timely  receipt of such  specific  written  investment
instruction from the Shareholder Representatives,  the Escrow Agent shall invest
the funds in the  Dividend  Account in the  Eligible  Investments  described  in
clause (i) above.  All earnings  received  from the  investment  of the Dividend
Account  shall be credited to, and shall become a part of, the Dividend  Account
(and any losses on such investments  shall be debited to the Dividend  Account).
The Escrow Agent shall have no liability for any  investment  losses,  including
any losses on any  investment  required  to be  liquidated  prior to maturity in
order to make a payment  required  hereunder  except for losses due to the gross
negligence or wilful misconduct of the Escrow Agent.

         The Escrow  Agent is hereby  authorized,  in making or disposing of any
investment  permitted by this  section,  to deal with itself (in its  individual
capacity) or with any one or more  affiliates,  whether it or such  affiliate is
acting as an agent of the  Escrow  Agent or for any third  person or  dealing as
principal for his own account.

         3   Voting and Disposition of Escrow Shares.

             (a)  The Escrow Shares shall be voted on  all matters  submitted to
the shareholders of Parent as each Shareholder  shall direct with respect to the
number of Escrow  Shares  allocated to such  Shareholder.  During the period the
Escrow  Shares are held  hereunder,  Parent  shall cause all proxy  solicitation
materials,  including forms of proxy, to be sent to the  Shareholders and Escrow
Agent  as and  when  sent to the  shareholders  of  Parent.  In the  absence  of
direction from any  Shareholder,  the Escrow Agent shall not be responsible  for
forwarding  to any party,  notifying  any party with  respect  to, or taking any
action with respect to any Escrow Shares.

             (b) Following the Restricted Period (as defined below), and subject
to compliance with the  requirements of applicable  securities  laws, the Escrow
Shares may be sold by the Escrow Agent on behalf of the Shareholders for cash at
the time and in the manner the  Shareholder  Representatives  shall  direct.  No
Escrow Shares may be sold,  transferred or otherwise  disposed of, nor shall any
person in any other way reduce such person's risk or other

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<PAGE>



shares of the capital stock of Parent until after such time as financial results
covering at least 30 days of post merger  combined  operations of Parent and the
Company have been  published  (within the meaning of Section 201.01 of the SEC's
Codification  of  Financial  Reporting  Policies)  by  Parent,  in the form of a
post-effective amendment,  issuance of a quarterly earnings report, a Form 10-K,
10-Q or 8-K filing,  or any other public  issuance  which  includes the combined
sales and net income (the "Restricted Period"). Proceeds from the permitted sale
of the Escrow Shares shall be deposited in the Dividend Account and allocated to
identified   subaccount  for  the  benefit  of  the   applicable   Shareholders.
Notwithstanding  any provision of this section 3(b) to the contrary,  the Escrow
Agent  conclusively  may assume  that the  Restricted  Period has  expired if it
receives directions from the Shareholder Representatives to sell shares.

         4   Application of Escrow Shares and the Dividend Account to  Claims of
             Parent Indemnified Parties and Deficit Amount.

             4.1  In  the  event a Parent  Indemnified Party  claims  that it is
entitled to indemnification  pursuant to the Merger Agreement (including without
limitation  a claim for a Deficit  Amount  pursuant  to Section  7.1(vi)),  such
Parent  Indemnified  Party  shall  give  written  notice  of such  claim  to the
Shareholder  Representatives  and the Escrow  Agent.  Any such  notice  shall be
signed by an officer of Parent and shall contain (i) a reasonable description of
the claim and (ii) and the amount thereof. The Escrow Agent shall thereupon, but
in no event less promptly than five (5) business days thereafter, deliver a copy
of such notice to the Shareholder Representatives. Subject to compliance by such
Parent Indemnified Party with the applicable  indemnification  provisions of the
Merger  Agreement,  the  amount  of such  claim  shall  be  paid  to the  Parent
Indemnified   Party  as  provided  in  Section  4.3,   unless  the   Shareholder
Representatives shall contest the right of such Parent Indemnified Party to such
payment by  delivering  to such Parent  Indemnified  Party and the Escrow  Agent
notice of such  contest  within  twenty (20) days after such Parent  Indemnified
Party shall have  delivered  notice to the  Shareholder  Representatives  of the
claim.

             4.2  If within the twenty (20) day period specified in  Section 4.1
above, the Shareholder  Representatives  shall deliver to the Parent Indemnified
Party and the  Escrow  Agent the notice of contest  referred  to in Section  4.1
above, the Parent  Indemnified Party and the Shareholder  Representatives  shall
use their  reasonable  efforts to resolve the dispute by mutual agreement within
ninety (90) days from the  receipt of such  notice of contest.  If at the end of
such  ninety-day   period,   the  Parent   Indemnified   Party  and  Shareholder
Representatives have not reached an agreement with respect to such dispute, then
such parties shall use their good faith efforts to submit such dispute  promptly
to binding  arbitration  or, if such  parties  cannot agree to the terms of such
arbitration,  to a court of competent jurisdiction.  The Escrow Agent shall make
no payment  hereunder  with respect to the claim  involved until the dispute has
been finally settled by written  agreement of such Parent  Indemnified Party and
the Shareholder  Representatives,  a copy of which is delivered to Escrow Agent,
or, in the  absence of such an  agreement,  by a binding  and final  arbitration
award if such Parent Indemnified Party and the Shareholder  Representative  have
agreed to such arbitration,  or otherwise by a binding and final judgment,

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<PAGE>

order  or  decree  of a court  of  competent  jurisdiction,  a copy of  which is
delivered to Escrow Agent.

             4.3  Promptly upon determination by the Escrow Agent that a payment
is to be made to a Parent  Indemnified  Party  hereunder,  then the Escrow Agent
shall  calculate  each  Shareholder's  pro rata liability for such payment ("Per
Shareholder  Amount") in  accordance  with  Schedule 1 hereof.  The Escrow Agent
shall then make such payment of the Per Shareholder Amount, with respect to each
Shareholder:

                           (i)  first,  by  cancellation  of the number of whole
         unsold Escrow Shares allocable to such Shareholder  having an aggregate
         value nearest to the Per  Shareholder  Amount ("Share  Value")  without
         exceeding  the Per  Shareholder  Amount,  such  value  per  share to be
         $_______  (the  "Average   Closing   Price")   subject  to  appropriate
         adjustment  to take into  account any stock  split,  stock  dividend or
         recapitalization  subsequent to the Effective Time and not reflected in
         such Average Closing Price; and

                           (ii) second, if the Per Shareholder  Amount cannot be
         fully  satisfied   pursuant  to  Section   4.3(i),   by  payment  of  a
         distribution  of amounts,  if any,  contained in the  Dividend  Account
         allocable  to such  Shareholder  which  shall  be  made to such  Parent
         Indemnified  Party in an  amount  equal to the Per  Shareholder  Amount
         minus the Share Value.

The intent of this provision is to divide any payment made to Parent Indemnified
Parties among the  Shareholders  and then to satisfy such payments  first out of
each  Shareholder's  unsold Escrow Shares and secondly out of each Shareholder's
share of the Dividend Account.

         5   Final Distribution. On the  first  anniversary of  the date  hereof
(the  "Anniversary"),  except as otherwise provided in this Section,  the Escrow
Shares and the Dividend Account then remaining in escrow shall be distributed to
the  Shareholders  pro rata in accordance  with Schedule 1 hereto.  If any claim
theretofore  asserted by a Parent  Indemnified Party shall not have been paid or
finally  determined  to be without  merit or the amount of such claim  shall not
have been finally  determined,  the number of whole shares of the Escrow  Shares
having an aggregate value  (determined as provided in Section 4.3 above) nearest
to the amount of such claim on the Anniversary  (the "Retained  Escrow Shares"),
plus, if the Retained Escrow Shares are insufficient to cover the amount of such
claim, an amount from the Dividend Account equal to any amount remaining subject
to such claim,  shall be retained in escrow until such claim(s)  shall have been
paid or finally  determined to be without merit,  whereupon such Retained Escrow
Shares and Dividend  Account amount shall be distributed to the Shareholders pro
rata in accordance with Schedule 1 hereto,  subject to the remaining  provisions
of this Section.  Any distribution  pursuant hereto shall be net of any required
tax or other  withholding  or  deduction.  The parties will make all  reasonable
efforts to resolve any claims hereunder as quickly as possible.



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<PAGE>


         6   Fractional Shares;  Distributions.  In the event  any  calculations
required  under this Escrow  Agreement  result in the allocation of a fractional
share amount to a  Shareholder,  the fraction shall be rounded to the next lower
whole  number,  and any  remainder  shares shall be canceled.  Parent  agrees to
deliver to any Shareholder  requesting it, a cash payment to such Shareholder in
the  amount of the  value of any  canceled  fractional  share,  measured  at the
Average Closing Price.  All deliveries under this Escrow Agreement shall be made
by and to the parties hereto (or their lawfully appointed  attorneys-in-fact) in
the United States.

         7   Shareholder Representatives; Unanimous Action; Notices  and Written
             Directions.

             (a) Each Shareholder  agrees to execute a  power of attorney in the
form of Exhibit A hereto (and to deliver  copies of such power to Parent and the
Escrow Agent),  which power appoints the Shareholder  Representative  to be his,
her or its true  and  lawful  attorney  for  those  matters  specified  therein.
Notwithstanding  the foregoing,  the Shareholder  Representative will not act on
behalf  of  the  Shareholders  with  respect  to  distributions,  voting  or tax
withholdings.

             (b) The  Shareholder Representatives  hereby agree to  accept, with
respect to each Shareholder, the appointment as set forth in Exhibit A. Whenever
there are two or more  Shareholder  Representatives,  action by the  Shareholder
Representatives  shall require their unanimous  consent,  and all obligations in
this Escrow  Agreement  with respect to the  Shareholder  Representatives  shall
apply to both such representatives.

             (c) Until notified  in  writing by the  Shareholder Representatives
that they have resigned or by holders of 75% of the Escrow Shares that they have
been removed,  the Escrow Agent may act upon the  directions,  instructions  and
notices of the Shareholder Representatives named above and, thereafter, upon the
directions,  instructions  and  notices  of any  successor  named  in a  writing
executed by holders of 75% of the Escrow Shares delivered to the Escrow Agent.

         8   Escrow Agent.

             8.1 Duties. Each Interested Party acknowledges and  agrees that the
Escrow Agent (i) shall not be responsible for any of the agreements  referred to
or described herein (including without limitation the Merger Agreement),  or for
determining or compelling compliance therewith, and shall not otherwise be bound
thereby,  (ii) shall be obligated only for the performance of such duties as are
expressly and  specifically set forth in this Escrow Agreement on its part to be
performed,  each of which are  ministerial  (and  shall not be  construed  to be
fiduciary) in nature,  and no implied duties or obligations of any kind shall be
read into this  Escrow  Agreement  against or on the part of the  Escrow  Agent,
(iii) shall not be obligated to take any legal or other action  hereunder  which
might in its  judgment  involve or cause it to incur any  expense  or  liability
unless it shall have been furnished with  acceptable


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<PAGE>


indemnification, (iv) may rely on and shall be protected in acting or refraining
from acting upon any written notice, instruction (including, without limitation,
wire  transfer  instructions,  whether  incorporated  herein  or  provided  in a
separate written instruction),  instrument,  statement,  certificate, request or
other  document  furnished to it hereunder and  reasonably  believed by it to be
genuine and to have been signed or  presented  by the proper  person,  and shall
have no responsibility for determining the accuracy thereof, and (v) may consult
counsel  satisfactory  to it,  including  in-house  counsel,  and the opinion or
advice of such counsel in any instance shall be full and complete  authorization
and  protection  in  respect  of any  action  taken,  suffered  or omitted by it
hereunder  in good faith and in  accordance  with the  opinion or advice of such
counsel.  Escrow Agent shall not be in any manner liable or responsible  for the
sufficiency,  correctness,  genuineness or validity of any instruments deposited
with it or with  reference to the form of execution  thereof,  or the  identity,
authority or rights of any person executing or depositing same, and Escrow Agent
shall not be liable  for any loss  that may  occur by reason of  forgery,  false
representation or the exercise of its discretion in any particular manner or for
any other  reason to anyone  for any  action  taken or omitted to be taken by it
hereunder,  except for its own gross  negligence or willful  misconduct or for a
breach of the terms of this Escrow Agreement. In no event shall the Escrow Agent
be liable for punitive,  special or consequential  damage or loss (including but
not  limited to lost  profits)  whatsoever,  even if the  Escrow  Agent has been
informed of the  likelihood of such loss or damage and regardless of the form of
action.

             8.2  Indemnification. Except in  instances of  Escrow  Agent's  own
gross negligence or willful misconduct Shareholders collectively or the one hand
and the Parent on the other  shall each  indemnify,  defend,  and hold  harmless
Escrow Agent (and its directors,  officers and employees)  against fifty percent
(50%) of any and all costs,  losses,  claims,  damages,  liabilities,  expenses,
including  reasonable costs of investigation,  court costs, and attorneys' fees,
and  disbursements,  which may be imposed upon Escrow  Agent (or its  directors,
officers and employees)  solely in connection  with its actions taken within the
scope of duties specified hereunder as Escrow Agent (and the exercise or failure
to exercise its discretion  hereunder),  including any  litigation  arising from
this Escrow Agreement  involving the subject matter hereof,  and all such costs,
expenses  and  disbursement  shall be for the  account of and shall be borne and
paid by Parent and the Shareholders as a condition to termination of this Escrow
Agreement.  The foregoing  indemnification  and agreement to hold harmless shall
survive the termination of the Escrow Agreement.

             8.3 Disputes. In the event of a dispute between the parties, in the
discretion  of Escrow  Agent,  Escrow Agent shall be entitled to tender into the
registry or custody of any court of competent jurisdiction all money or property
in its hands under this Escrow Agreement,  together with such legal pleadings as
it deems appropriate,  and thereupon shall be discharged from all further duties
and  liabilities  under this  Escrow  Agreement.  Any such  legal  action may be
brought in such  court as Escrow  Agent  shall  determine  to have  jurisdiction
thereof. The filing of any such legal proceedings shall not deprive Escrow Agent
of its compensation  earned prior to such filing,  or of the benefits of Section
8.2 hereof.



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<PAGE>

             8.4 Receipt.  Escrow Agent shall provide  written acknowledgment to
the Parent and the Shareholder Representatives of receipt of the Escrow Shares.

             8.5 Fees.  Escrow Agent's fees hereunder  shall be as set  forth on
the fee  schedule  attached  hereto as  Schedule  2 and  incorporated  herein by
reference. All such fees, expenses and reimbursements (other than in relation to
a dispute, which shall be governed by Section 8.3) shall be paid by the Parent.

         9   Transfer of Interests.  The  interests of the  Shareholders  in the
Escrow Shares and the rights and obligations of the  Shareholders  hereunder may
not be transferred  except by will, the laws of descent and  distribution  or by
other operation of law.

         10  Miscellaneous.

             10.1 Benefits and Burdens; Assignment. This Escrow  Agreement shall
inure to the benefit of and shall be binding  upon  Parent and the  Shareholders
and Escrow Agent and their  respective  heirs,  representatives,  successors and
assigns.  No party to this Escrow Agreement may assign its rights or obligations
hereunder without the prior written consent of each of the other parties hereto,
provided however, that this Escrow Agreement may only be assigned by Parent to a
corporation, all of whose issued and outstanding capital stock is owned directly
or indirectly by Parent, and in such event Parent shall not be released from its
obligations hereunder.

             10.2 Governing Law. This Escrow Agreement shall be governed  by the
internal laws (ignoring  principles of conflicts of laws) of the Commonwealth of
Massachusetts.  All deliveries  under this Escrow Agreement shall be made by and
to the parties hereto (or their  lawfully  appointed  attorneys-in-fact)  in the
United States.

             10.3 Headings. The section and paragraph headings contained in this
Escrow Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Escrow Agreement.

             10.4  Notices; Wiring Instructions.

                           (a)  Any transmittals, notice or other communications
required  or  permitted  hereunder  shall  be  sufficiently  given  if  sent  by
registered or certified mail,  postage prepaid,  by national  overnight  courier
service or, in the case of any  communication  not  involving a  transmittal  of
original documents, by telecopy, addressed as follows:

                  If to Parent or, after the Closing, the Company:

                           Dollar Tree Stores, Inc.
                           500 Volvo Parkway
                           Chesapeake, Virginia   23320
                           Attention:  Mr. Frederick C. Coble
                           Telecopier: (757) 321-5111


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<PAGE>



                  With a copy to:

                           Hofheimer Nusbaum, P.C.
                           999 Waterside Drive, Suite 1700
                           P. O. Box 3460
                           Norfolk, Virginia  23514
                           Attention:  William A. Old, Jr., Esquire
                           Telecopier:  (757) 629-0660

                  If to the Shareholder Representatives:


                  With a copy to:


                  If to Shareholders:

                           To the addresses stated on Schedule 1

                  If to Escrow Agent:

                           State Street Bank and Trust Company
                           Two Avenue de Lafayette, Sixth Floor
                           Boston, Massachusetts 02111
                           Attention:  Corporate Trust Department
                           Attention:  Dollar Tree/Dollar Express Escrow
                           Fax:  617-662-1463

                  With a copy to:

                           Donald E. Vaughan, Esq.
                           Peabody & Arnold LLP
                           50 Rowes Wharf
                           Boston, Massachusetts 02110-3342

or such other  addresses as shall be furnished in writing by any of the parties,
and any such  notice or  communication  shall be deemed to have been given as of
the next business day, if delivered by overnight courier service or upon receipt
(as evidenced by proof of  transmission),  if telecopied when received and three
days after the date so mailed (if mailed).


                                       9

<PAGE>


                           (b) Any  funds to be paid to or by the  Escrow  Agent
hereunder  shall  be sent by wire  transfer  or  certified  or  cashier's  check
pursuant  to the  following  instructions  (or by such  method  of  payment  and
pursuant to such instruction as may have been given in advance and in writing to
or by the Escrow Agent,  as the case may be, in accordance  with Section 10.4(a)
above):

                  If to Parent:

                           Bank: First Union National Bank, N.A.
                           ABA #: 0514 0054 9
                           A/C #: 2070000330892
                           Attn:   Theresa Boneske (757) 628-0438
                           Ref:  Dollar Tree/DLRX Escrow

                  If to Shareholders:

                           By  certified or cashier's  check sent via registered
                           or certified mail,  postage  prepaid,  or by national
                           overnight  courier service to the addresses stated on
                           Schedule 1.

                  If to the Escrow Agent:

                           Bank:    State Street Bank and Trust Company
                           ABA #:  0110 0002 8
                           A/C #: 9903-9901
                           Attn: Corporate Trust Department
                           Ref: Dollar Tree/DLRX Escrow

             10.5  Counterparts. This Escrow Agreement may be executed in two or
more  counterparts,  each of which shall be deemed to be an original  but all of
which together shall constitute one and the same instrument.

             10.6 Modification. This Escrow Agreement may be  modified only by a
written  instrument signed by each of the parties hereto,  provided however that
Schedule  1  hereto  may  be  modified  to  reflect   valid   transfers  of  the
Shareholders'  interests in the Escrow Shares by a writing  signed by Parent and
the  Shareholder  Representatives,  upon which Escrow Agent shall be entitled to
rely without further investigation.

             10.7  Cooperation.  Shareholders, Parent and the Escrow Agent shall
deliver to each other such  information  and  documents  and shall  execute  and
deliver to each other such further  information  and documents and shall execute
and deliver such further instruments and agreements as the others may reasonably
request in order to accomplish the purpose of this Escrow Agreement or to assure
to the others the benefits of this Escrow Agreement.


                                       10

<PAGE>



             10.8  Entire Understanding. This Escrow Agreement and the schedules
referred  to herein  represent  the entire  understanding  of the  parties  with
respect  to  the  subject  matter  hereof  and  supersede  all   correspondence,
memoranda, conversations or other communications with respect thereto.

             10.9  Severability.  The  invalidity  or  unenforceability  of  any
provision   of  this  Escrow   Agreement   shall  not  affect  the  validity  or
enforceability of any other provision of this Escrow Agreement.

             10.10  Time. Time is of the essence under this Escrow Agreement.

             10.11 Statutes.  Any  reference  herein  to  any  federal, state or
local statute shall include all  amendments to such statute  through the date of
this Escrow Agreement.

             10.12  Interpretation. It  is the  intention of the parties  hereto
and the Shareholders  and Company that the Merger qualify as a  "reorganization"
under the  provisions  of Section  368 of the Code,  and be  accounted  for as a
"pooling of  interests,"  and this Escrow  Agreement  shall be  interpreted  and
applied  in a manner  consistent  with,  and shall be subject  to  amendment  to
conform to, the requirements for such treatment.

             10.13  Tax-Related Terms.

                           (a) Tax Reporting. The Interested Parties agree that,
for tax  reporting  purposes,  all  interest  or other  income  earned  from the
investment of the Dividend  Account in any tax year shall (i) to the extent such
interest or other  income is  distributed  by the Escrow  Agent to any person or
entity pursuant to the terms of this Escrow  Agreement  during such tax year, be
allocated to such person or entity, and (ii) otherwise shall be allocated to the
Shareholders in proportion to their holdings as set forth on Schedule 1.

                           (b) Certification  of Tax Identification Number.  The
Shareholder  Representatives  agree to obtain the certified  tax  identification
number  for each  Shareholder  on a Form W-9 (or Form W-8,  in case of  non-U.S.
persons) and deliver the same to the Escrow Agent prior to the date on which any
income  earned on the  investment  of the  Dividend  Account is  credited to the
Dividend  Account.  In the  event  that  any tax  identification  number  is not
certified to the Escrow Agent,  the Internal  Revenue Code, as amended from time
to time,  may require  withholding  of a portion of any interest or other income
earned on the investment of the Dividend Account.

                           (c) Tax Indemnification.  The Shareholder Representa-
tives will  instruct  the Escrow  Agent in  writing  with  respect to the Escrow
Agent's  responsibility  for

                                       11

<PAGE>


withholding and other taxes, assessments or other governmental charges, and will
instruct the Escrow Agent with respect to any  certifications  and  governmental
reporting  that  may be  required  under  any  laws or  regulations  that may be
applicable  in  connection  with its acting as Escrow  Agent  under this  Escrow
Agreement.  The  Shareholders  will indemnify and hold the Escrow Agent harmless
from any liability or obligation on account of taxes, assessments, additions for
late payment, interest,  penalties, expenses and other governmental charges that
may be assessed  or asserted  against  the Escrow  Agent in  connection  with or
relating to any payment made or other  activities  performed  under the terms of
this Escrow  Agreement,  including  without  limitation  any  liability  for the
withholding or deduction of (or the failure to withhold or deduct) the same, and
any liability for failure to obtain proper  certifications or to report properly
to governmental authorities in connection with this Escrow Agreement,  including
costs and expenses (including reasonable legal fees and expenses),  interest and
penalties.  The foregoing  indemnification  and agreement to hold harmless shall
survive the termination of this Escrow Agreement.

             10.14  Resignation. The  Escrow  Agent  may  at  any time resign as
Escrow Agent hereunder by giving ten (10) business days' prior written notice of
resignation  to the Parent  and the  Shareholder  Representatives.  Prior to the
effective date of the  resignation as specified in such notice,  the Parent will
issue to the Escrow Agent a written  instruction  authorizing  redelivery of the
Escrow Shares and Dividend Account to a bank or trust company that it selects as
successor  to  the  Escrow  Agent  hereunder,  subject  to  the  consent  of the
Shareholder  Representatives (which consent shall not be unreasonably withheld).
If, however,  the Parent shall fail to name such a successor escrow agent within
five (5) business  days after the notice of  resignation  from the Escrow Agent,
the Shareholder  Representatives shall be entitled to name such successor escrow
agent.  If no successor  escrow agent is named by the Parent or the  Shareholder
Representatives, the Escrow Agent may apply to a court of competent jurisdiction
for appointment of a successor escrow agent.

             10.15  Force Majeure. The Escrow Agent shall not be responsible for
delays or failures in performance  resulting from acts beyond its control.  Such
acts shall include but not be limited to acts of God, strikes,  lockouts, riots,
acts of war, epidemics,  governmental  regulations  superimposed after the fact,
fire,  external  power or  communications  line  failures,  earthquakes or other
natural disasters.

             10.16  Reproduction  of  Documents. This  Escrow  Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers
and  modifications  which may hereafter be executed,  and (b)  certificates  and
other information  previously or hereafter  furnished,  may be reproduced by any
photographic,   photostatic,  microfilm,  optical  disk,  micro-card,  miniature
photographic  or  other  similar  process.  The  parties  agree  that  any  such
reproduction  shall be  admissible  in  evidence as the  original  itself in any
judicial  or  administrative  proceeding,  whether  or not  the  original  is in
existence  and  whether  or not  such  reproduction  was  made by a party in the
regular  course of  business,  and that any  enlargement,  facsimile  or further
reproduction of such reproduction shall likewise be admissible in evidence.



                            [Signatures pages follow]


                                       12

<PAGE>



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

PARENT:                         DOLLAR TREE STORES, INC.

                                By__________________________________
                                [Name]
                                [Title]






SHAREHOLDER                     ____________________________________
REPRESENTATIVES:                BERNARD SPAIN, as Shareholder Representative



                                ------------------------------------
                                WILLIAM WOO, as Shareholder Representative



                              [Executions Continue]



                                 Signature Pages

<PAGE>






SHAREHOLDERS:
                                  ------------------------------------------
                                  BERNARD SPAIN


                                  ------------------------------------------
                                  MURRAY SPAIN

                                  BERNARD SPAIN FAMILY LIMITED PARTNERSHIP


                                  By:    ____________________________________
                                         Murray Spain, its General Partner

                                  MURRAY SPAIN FAMILY LIMITED PARTNERSHIP


                                  By:    ____________________________________
                                         Stephen Greenfield, its General Partner




                              [Executions Continue]



                                Signature Pages


<PAGE>





                                  GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP

                                  By: Advent International Limited Partnership,
                                      its General Partner

                                  By: Advent International Corporation, its
                                      General Partner


                                  By:_______________________________________
                                  Name: David M. Mussafer
                                  Title: Senior Vice President



                                  ADVENT PGGM GLOBAL LIMITED PARTNERSHIP

                                  By: Advent International Limited Partnership,
                                      its General Partner

                                  By: Advent International Corporation, its
                                      General Partner


                                  By:_______________________________________
                                  Name: David M. Mussafer
                                  Title: Senior Vice President

                              [Executions Continue]



                                 Signature Pages


<PAGE>



                                  ADVENT PARTNERS GPE III LIMITED PARTNERSHIP

                                  By: Advent International Corporation, General
                                      Partner


                                  By:_______________________________________
                                  Name: David M. Mussafer
                                  Title: Senior Vice President



                                  ADVENT PARTNERS (NA) GPE III LIMITED
                                  PARTNERSHIP

                                  By: Advent International Corporation, General
                                      Partner


                                  By:_______________________________________
                                  Name: David M. Mussafer
                                  Title: Senior Vice President



                                  ADVENT PARTNERS LIMITED PARTNERSHIP

                                  By: Advent International Corporation, General
                                      Partner


                                  By:_______________________________________
                                  Name: David M. Mussafer
                                  Title: Senior Vice President


                              [Executions Continue]


                                 Signature Pages


<PAGE>



                                  GUAYACAN PRIVATE EQUITY FUND LIMITED
                                  PARTNERSHIP

                                  By:  Advent-Morro Equity Partners, Inc., its
                                       General Partner


                                  By:_______________________________________
                                  Name: Cyril L. Meduna
                                  Title:  President



                                  DOLLAR EXPRESS INVESTMENT, LLC



                                  By:_______________________________________
                                  Name:
                                  Title:


                              [Executions Continue]


                                 Signature Pages

<PAGE>




ESCROW AGENT:                     STATE STREET BANK AND TRUST COMPANY
                                  (Acting solely as Escrow Agent herein and not
                                   in its individual capacity)



                                  By___________________________________
                                  Name:
                                  Title:


                                Signature Pages