VOTING AND PAYMENT AGREEMENT



     VOTING  AGREEMENT,  dated  as of  December  17,  1998  (this
"Agreement"),  among  PHAR MOR, INC., a Pennsylvania  corporation
("Buyer"), and KENNETH DAVIS (the "Holder").


                            WITNESSETH:
                                 
                                 
     WHEREAS,  Buyer,  PHARMACY ACQUISITION  CORP.,  a  New  York
corporation   and  wholly-owned  subsidiary  of  Buyer   ("Merger
Subsidiary")  and  PHARMHOUSE CORP., a New York corporation  (the
"Company"), propose to enter into an Agreement and Plan of Merger
to  be  dated  as  of  the date hereof (the  "Merger  Agreement";
capitalized terms used herein and not otherwise defined are  used
herein  as  defined in the Merger Agreement), pursuant  to  which
Merger  Subsidiary will be merged with and into the Company  (the
"Merger"),  and each outstanding share of the common  stock,  par
value  $.01, of the Company (the "Company Common Stock") will  be
converted  into the right to receive cash on the basis  described
in the Merger Agreement;


     WHEREAS,   the  Holder,  individually  or  as   trustee   or
custodian, is the owner of the number of shares of Company Common
Stock set forth opposite the Holder's name on Schedule I to  this
Agreement (the "Subject Shares"); and


     WHEREAS,  as  a  condition of its entering into  the  Merger
Agreement,  Buyer has requested that the Holder  agree,  and  the
Holder has agreed, (i) to vote the Subject Shares with respect to
the  Merger  Agreement and the Merger and (ii)  to  make  certain
payments  to Buyer, upon the terms and subject to the  conditions
set forth herein.
     NOW,  THEREFORE,  in consideration of the premises  and  the
mutual  agreements  and  covenants  hereinafter  set  forth,  and
intending  to be legally bound hereby, the parties hereto  hereby
agree as follows:
     Section  1.      Agreement  to Vote Shares.   (a)  At  every
annual or special meeting of the shareholders of the Company  and
at every continuation or adjournment thereof, and on every action
or approval by written consent of the shareholders of the Company
in  lieu of any such meeting, in which in either case the  Merger
Agreement  and the Merger are being considered or voted  on,  the
Holder  shall  vote  the Subject Shares in  accordance  with  the
recommendations  of the Board of Directors of the  Company.   The
Holder may vote the Subject Shares on all other matters.

     (b)   No  person executing this Agreement who is or  becomes
during  the  term  hereof a director of  the  Company  makes  any
agreement or understanding herein in his or her capacity as  such
director.  The Holder signs solely in his or her capacity as  the
owner of the Subject Shares.

     Section  2.      Agreement to Make Payments.  In  the  event
that  (i)  an Acquisition Proposal shall have been made known  to
the  Company or any Company Subsidiary, or has been made directly
to  the Company's stockholders generally or any person shall have
publicly  announced an intention (whether or not conditional)  to
make  an  Acquisition Proposal and thereafter Company Stockholder
Approval  is  not  obtained,  or (ii)  the  Merger  Agreement  is
terminated  by  Buyer  pursuant to  Section  9.01(h)  or  Section
9.01(l)  thereof, and if in either case during the period  ending
June  30, 2000 the Holder sells, assigns or transfers all or  any
of  the Subject Shares (whether by operation of law or otherwise)
for consideration in excess of $3.25 per share, then Holder shall
pay  to  Buyer  all  consideration  received  by  the  Holder  in
connection with such transfer in excess of $3.25 per share.   The
Holder  shall  make such payment to Buyer promptly,  and  in  any
event  no  later than three business days, after receipt  by  the
Holder  of  the  consideration from the  holder's  transferee  as
aforesaid.

     Section 3.     Representations and Warranties of the Holder.
The Holder hereby represents and warrants to Buyer that:

          (a)    this  Agreement  has  been  duly  executed   and
     delivered by the Holder, and is the legal, valid and binding
     obligation of the Holder;
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution, delivery and performance of this Agreement by the
     Holder;
     
          (c)  the Holder owns the Subject Shares  free and clear
     of  any  pledge,  lien,  security interest,  charge,  claim,
     equity   or  encumbrance  of  any  kind,  other  than   this
     Agreement;
     
          (d)  the Holder has the present power and right to vote
     all of the Subject Shares; and
     
          (e)   except as provided herein, the Holder has not (i)
     granted  any  power-of-attorney or  other  authorization  or
     interest  with  respect to any of the Subject  Shares,  (ii)
     deposited any of the Subject Shares into a voting  trust  or
     (iii) entered into any voting agreement of other arrangement
     with respect to the voting of any of the Subject Shares.
     
     Section  4.      Representations and  Warranties  of  Buyer.
Buyer hereby represents and warrants to the Holder that:

          (a)    this  Agreement  has  been  duly  executed   and
     delivered  by  Buyer, and is the legal,  valid  and  binding
     obligation of Buyer; and
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution,  delivery and performance of  this  Agreement  by
     Buyer.
     
     Section  5.     Covenants of the Holder.  The Holder  hereby
agrees and covenants that:

          (a)   any  shares  of  capital  stock  of  the  Company
     (including  the  Company  Common  Stock)  that  the   Holder
     purchases  or  with  respect to which the  Holder  otherwise
     acquires beneficial ownership (including by reason of  stock
     dividends,   split-ups,   recapitalizations,   combinations,
     exchanges  of  shares or the like) after the  date  of  this
     Agreement  and prior to the termination of the covenants  of
     the  Holder  set  forth  in Section 1  shall  be  considered
     Subject Shares and subject to the covenants of Section 1 and
     Section 2 of this Agreement;
     
          (b)   the Holder will not sell, assign, pledge  or
     otherwise transfer any of the Subject Shares  at any time
     prior to the termination of the covenants of the Holder set
     forth in Section 1; provided, however, that the foregoing
     limitation shall not apply to any transfer effected pursuant
     to the laws of descent and distribution or intestate
     succession following the  death of the Holdler during the
     subject period, but shall apply to any further transfer by
     any permitted seccessor or assign of the Holder pursuant to
     such laws; and
     
          (c)   during  the period beginning on the date  of  the
     termination  of  the covenants of the Holder  set  forth  in
     Section 1 and ending on June 30, 2000,  the Holder will  not
     sell,  assign  or transfer all or any of the Subject  Shares
     other than for value in a bona fide arms' length transaction
     to  an unaffiliated transferee; provided, however, that  the
     foregoing  limitation  shall  not  apply  to  any   transfer
     effected  pursuant to the laws of descent  and  distribution
     following the death of the Holder during the subject period,
     but  shall  apply to any further transfer by  any  permitted
     successor or assign of the Holder pursuant to such laws.
     
     Section  6.      Termination.  This covenants of the  Holder
set  forth in Section 1 hereof shall terminate on the earlier  of
(a)  the  Effective Time and (b) the date 30 calendar days  after
the  date  on  which  the Merger Agreement  is  terminated.   The
covenants  of  the  Holder set forth in Section  2  hereof  shall
terminate on June 30, 2000.

     Section  7.      Notices.  All notices, requests  and  other
communications  given  or  made  pursuant  hereto  to  any  party
hereunder  shall  be in writing (including facsimile  or  similar
writing) and shall be given:

     if to Buyer:

           Phar Mor, Inc.
          20 Federal Plaza West
          Youngstown, OH   44503
          Attention: General Counsel
          Facsimile: 330-740-2985
          
           with a copy to:
                  
          Swidler Berlin Shereff Friedman,
          LLP 3000 K Street, N.W., Suite
          300 Washington, D.C.   20007
          Attention: Morris F. DeFeo, Jr.
          Facsimile: 202-424-7643
          
          
     if to the Holder:

          Kenneth Davis
          22 Clover Drive
          Great Neck, NY 11021
         Facsimile: 516-829-9897
                    
          with a copy to:

         Herrick, Feinstein LLP
          2 Park Avenue
           New York, NY  10016
          Attention: Stephen M. Rathkopf
          Facsimile: 212-889-7577
          
          and to:

          Maloney, Mehlman & Katz
          405 Lexington Avenue
          New York, NY 10174
          Attention:  Melvin Katz
          Facsimile: (212) 972-0111
          
or  such  other  address or facsimile numbers as such  party  may
hereafter specify for the purpose by notice to the other  parties
hereto.   Each such notice, request or other communication  shall
be  effective  (a) if given by facsimile, when such facsimile  is
transmitted to the facsimile number specified in this Section and
the  appropriate facsimile confirmation is received,  or  (b)  if
given by any other means, when delivered at the address specified
in this Section.

     Section 8.     Amendments; No Waivers.  (a) Any provision of
this  Agreement may be amended or waived prior to  the  Effective
Time if, and only if, such amendment or waiver is in writing  and
signed,  in the case of an amendment, by Buyer and the Holder  or
in  the case of a waiver, by the party against whom the waiver is
to be effective.

     (b)   No  failure  or delay by any party in  exercising  any
right,  power or privilege hereunder shall operate  as  a  waiver
thereof nor shall any single or partial exercise thereof preclude
any  other  or  further exercise thereof or the exercise  of  any
other  right, power or privilege.  The rights and remedies herein
provided  shall be cumulative and not exclusive of any rights  or
remedies provided by law.

     Section 9.     Expenses.  All costs and expenses incurred in
connection  with  this  Agreement shall  be  paid  by  the  party
incurring such cost or expense.
     Section  10.     Successors and Assigns.  The provisions  of
this Agreement shall be binding upon and inure to the benefit  of
the  parties hereto and their respective successors and  assigns,
provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the
prior written consent of each of the other parties hereto.

     Section  11.    Counterparts; Effectiveness.  This Agreement
may  be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and  hereto were upon the same instrument.  This Agreement  shall
become  effective  when  each party hereto  shall  have  received
counterparts hereof signed by all of the other parties hereto.

     Section  12.     Governing  Law.  This  Agreement  shall  be
governed  by  and construed in accordance with the  laws  of  the
State  of  New  York  without  reference  to  conflict  of   laws
principles applied in such State.

     Section  13.    Jurisdiction; Jury Trial Waiver.   (a)   Any
suit,  action or proceeding seeking to enforce any provision  of,
or  based on any matter arising out of or in connection with this
Agreement  or  the  transactions contemplated by  this  Agreement
shall  be  brought in any federal court located in  the  Southern
District  of  the State of New York or any New York  state  court
sitting  in New York City, and each of the parties hereto  hereby
consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit,  action
or  proceeding  and waives any objection to venue  laid  therein.
Process  in any such suit, action or proceeding may be served  on
any  party  anywhere in the world, whether within or without  the
State  of  New  York.   Without limiting the  generality  of  the
foregoing, each party hereto agrees that service of process  upon
such party at the address referred to in Section 8, together with
written  notice  of such service to such party, shall  be  deemed
effective service of process upon such party.

     (b)  EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL  BY
JURY  IN  ANY ACTION OR PROCEEDING INSTITUTED BY EITHER  OF  THEM
AGAINST  THE OTHER WHICH PERTAINS DIRECTLY OR INDIRECTLY TO  THIS
AGREEMENT,  ANY ALLEGED TORTIOUS CONDUCT BY ANY PARTY, OR IN  ANY
WAY,  DIRECTLY  OR INDIRECTLY, ARISES OUT OF OR  RELATES  TO  THE
RELATIONSHIP AMONG THE PARTIES HERETO.

     Section  14.     Specific Performance.  The  parties  hereto
agree  that  irreparable  damage would occur  in  the  event  any
provision of this Agreement was not performed in accordance  with
the  terms  hereof and that the parties shall be entitled  to  an
injunction  or injunctions to prevent breaches of this  Agreement
and  to  enforce  specifically the terms and provisions  of  this
Agreement  in any federal court located in the Southern  District
of  the State of New York or any New York state court sitting  in
New  York  City,  in  addition to any remedy to  which  they  are
entitled at law or in equity.

     Section 15.    Interpretation.  When a reference is made  in
this Agreement to a Section, such reference shall be to a Section
of this Agreement unless otherwise indicated.  Whenever the words
"include,"  "includes" or "including" are used in this  Agreement
they  shall  be  deemed  to be followed  by  the  words  "without
limitation."  The phrases "the date of this Agreement," "the date
hereof,"  and  terms  of  similar  import,  unless  the   context
otherwise  requires,  shall be deemed to refer  to  December  17,
1998.
     Section 16.    Entire Agreement.  This Agreement constitutes
the  entire  agreement  among the parties  with  respect  to  the
subject  matter hereof and supersedes all prior written and  oral
and  all contemporaneous oral agreements and understandings  with
respect  to  the subject matter hereof.  Each party  acknowledges
and  agrees  that no other party hereto makes any representations or
warranties, whether express or implied, other than the express
representations and warranties contained herein.

     Section 17.    Severability.  If any term or other provision
of  this  Agreement  is  determined to  be  invalid,  illegal  or
incapable of being enforced by any rule of law, or public policy,
all  other  conditions  and provisions of  this  Agreement  shall
nevertheless  remain  in full force and effect  so  long  as  the
economic  or  legal  substance of the  transactions  contemplated
herein  is not affected in any manner materially adverse  to  any
party  hereto.   Upon such determination that any term  or  other
provision is invalid, illegal or incapable of being enforced, the
parties  hereto  shall  negotiate in good faith  to  modify  this
Agreement  so as to effect the original intent of the parties  as
closely as possible in a mutually acceptable manner.

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

                              PHAR MOR, INC.
                                 By:
                                Name:
                               Title:
                                  
                              THE HOLDER




                                 By:
                              Name: Kenneth Davis

                             SCHEDULE I

                                  

HOLDER                                             NUMBER OF SHARES

Kenneth Davis                                             179,304

                    VOTING AND PAYMENT AGREEMENT

     VOTING  AGREEMENT,  dated  as of  December  17,  1998  (this
"Agreement"),  among  PHAR MOR, INC., a Pennsylvania  corporation
("Buyer"), and MARCIE DAVIS (the "Holder").


                             WITNESSETH:


     WHEREAS,  Buyer, PHARMACY ACQUISITION  CORP., a New  York
corporation and wholly-owned  subsidiary of Buyer   ("Merger
Subsidiary") and PHARMHOUSE CORP., a New York corporation (the
"Company"), propose to enter into an Agreement and Plan of Merger to
be dated as of the date hereof (the "Merger  Agreement"; capitalized
terms used herein and not otherwise defined are used herein as defined
in the Merger Agreement), pursuant to which Merger Subsidiary will be
merged with and into the Company (the "Merger"), and each outstanding
share of the common stock,  par value  $.01, of the Company (the
"Company Common Stock") will be converted into the
right to receive cash on the basis described in the Merger Agreement;

     WHEREAS, the Holder,  ndividually or as trustee or custodian, is
the owner of the number of shares of Company Common Stock set forth
opposite the Holder's name on Schedule I to  this Agreement (the
"Subject Shares"); and
     WHEREAS, as a condition of its entering into  the  Merger
Agreement, Buyer has requested that the Holder  agree, and the Holder
has agreed, (i) to vote the Subject Shares with respect to the
Merger Agreement and the Merger and (ii) to make certain payments  to
Buyer, upon the terms and subject to the conditions set forth herein.

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

     Section 1.  Agreement to Vote Shares.  (a)  At every
annual or special meeting of the shareholders of the Company  and at
every continuation or adjournment thereof, and on every action or
approval by written consent of the shareholders of the Company in lieu
of any such meeting, in which in either case the Merger Agreement and
the Merger are being considered or voted on, the Holder shall vote the
Subject Shares in accordance with the recommendations of the Board of
Directors of the Company.  The Holder may vote the Subject Shares on
all other matters.

     (b)  No person executing this Agreement who is or  becomes during
the term hereof a director of the Company  makes any agreement or
understanding herein in his or her capacity as such director.  The
Holder signs solely in his or her capacity as the owner of the
Subject Shares.

     Section 2.  Agreement to Make Payments.  In the event
that (i) an Acquisition Proposal shall have been made known  to the
Company or any Company Subsidiary, or has been made directly to the
Company's stockholders generally or any person shall have publicly
announced an intention (whether or not conditional) to make an
Acquisition Proposal and thereafter Company Stockholder Approval is
not obtained, or (ii) the Merger Agreement is terminated  by Buyer
pursuant to Section 9.01(h) or Section 9.01(l) thereof, and if in
either case during the period ending June 30, 2000 the Holder sells,
assigns or transfers all or any of the Subject Shares (whether by
operation of law or otherwise) for consideration in excess of $3.25
per share, then Holder shall pay to Buyer all consideration received
by the Holder  in connection with such transfer in excess of $3.25 per
share.  The Holder shall make such payment to Buyer promptly, and in
any event no later than three business days, after receipt by the
Holder of the consideration from the holder's transferee as aforesaid.

     Section 3.  Representations and Warranties of the Holder.  The
Holder hereby represents and warrants to Buyer that:

         (a)  this Agreement has been duly executed and delivered by the
      Holder, and is the legal, valid and binding obligation of the Holder;
                                        
          (b)  no consent of any court, governmental authority, beneficiary, co-
      trustee or other person is necessary for the execution, delivery and
    performance of this Agreement by the Holder;
          (c)  the Holder owns the Subject Shares free and clear of any pledge,
    lien, security interest, charge, claim, equity or encumbrance of any
    kind, other than this Agreement;

          (d)  the Holder has the present power and right to vote all of the
    Subject Shares; and
    
          (e)  except as provided herein, the Holder has not (i) granted any
    power-of-attorney or other authorization or interest with respect to
    any of the Subject Shares, (ii) deposited any of the Subject Shares
    into a voting  trust  or (iii) entered into any voting agreement of
    other arrangement with respect to the voting of any of the Subject
    Shares.
    
     Section  4.      Representations and Warranties of Buyer.  Buyer
hereby represents and warrants to the Holder that:

          (a)  this  Agreement  has  been  duly  executed   and
     delivered  by  Buyer, and is the legal,  valid  and  binding
     obligation of Buyer; and
     
          (b)  no consent of any court, governmental authority, beneficiary, co
     trustee or other person is necessary for the execution, delivery and
     performance of this Agreement by Buyer.
     
     Section  5.  Covenants of the Holder.  The Holder hereby agrees
and covenants that:

         (a)  any shares of capital stock of the Company (including the
     Company Common Stock) that the Holder purchases or with respect to
    which the Holder otherwise acquires beneficial ownership (including
     by reason of stock dividends, split-ups, recapitalizations,
     combinations, exchanges of shares or the like) after the date of this
     Agreement and prior to the termination of the covenants of Holder set
     forth in Section 1 shall be considered Subject Shares and subject to
     the covenants of Section 1 and Section 2 of this Agreement;
     
          (b)  the Holder will not sell, assign, pledge or otherwise transfer
     any of the Subject Shares  at any time prior to the termination of
     the covenants of the Holder set forth in Section 1; provided,
       however, that the foregoing limitation shall not apply to any
     transfer effected pursuant to the laws of descent and distribution or
     intestate succession following the death of the Holder during the
     subject period, but shall apply to any further transfer by any
     permitted successor or assign of the Holder pursuant to such laws; and
     
          (c)  during the period beginning on the date of the termination
     of the covenants of the Holder set forth in Section 1 and ending on
     June 30, 2000, the Holder will not sell, assign or transfer all or
     any of the Subject Shares other than for value in a bona fide arms'
     length transaction to  an unaffiliated transferee; provided, however,
     that
     the foregoing limitation shall not apply to any transfer effected
     pursuant to the laws of descent and distribution following the death
     of the Holder during the subject period, but shall apply to any
     further transfer by any permitted successor or assign of the Holder
     pursuant to such laws.
     
     Section  6.  Termination.  This covenants of the Holder set
forth in Section 1 hereof shall terminate on the earlier of (a) the
Effective Time and (b) the date 30 calendar days  after the date on
which the Merger Agreement is terminated.  The covenants of the
Holder set forth in Section 2 hereof shall terminate on June 30,
2000.
     Section  7.  Notices.  All notices, requests and other
communications given or made pursuant hereto to any party hereunder
shall be in writing (including facsimile or similar writing) and
shall be given:
     if to Buyer:
          Phar Mor, Inc.
          20 Federal Plaza
          WestYoungstown, OH   44503 Attention:
          General Counsel Facsimile: 330-740-
          2985
          
          with a copy to:

          Swidler Berlin Shereff Friedman, LLP
          3000 K Street, N.W., Suite 300
          Washington, D.C.   20007
          Attention: Morris F. DeFeo, Jr.
          Facsimile: 202-424-7643
          
          
     if to the Holder:

          Marcie Davis
          22 Clover Drive
          Great Neck, NY 11021
            Facsimile: 516-829-9897
          with a copy to:

            Herrick, Feinstein LLP
          2 Park Avenue
          New York, NY  10016
          Attention: Stephen M. Rathkopf
          Facsimile: 212-889-7577
          
          and to:

          Maloney, Mehlman & Katz
          405 Lexington Avenue New York, NY
          10174
Attention:  Melvin Katz           Facsimile:
(212) 972-0111

or such other address or facsimile numbers as such party may hereafter
specify for the purpose by notice to the other parties hereto.  Each
such notice, request or other communication shall be effective (a) if
given by facsimile, when such facsimile is transmitted to the
facsimile number specified in this Section and the appropriate
facsimile confirmation is received, or (b) if given by any other
means, when delivered at the address specified in this Section.

     Section 8.  Amendments; No Waivers.  (a) Any provision of this
Agreement may be amended or waived prior to the Effective Time if, and
only if, such amendment or waiver is in writing and signed, in the
case of an amendment, by Buyer and the Holder or in the case of a
waiver, by the party against whom the waiver is to be effective.

     (b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by
law.
     Section 9.  Expenses.  All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring
such cost or expense.

     Section  10.  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and  assigns, provided
that no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the prior written
consent of each of the other parties hereto.

     Section  11.  Counterparts; Effectiveness.  This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.  This Agreement shall become effective
when each party hereto shall have received counterparts hereof signed
by all of the other partie hereto.

     Section  12.  Governing Law.  This  Agreement shall be governed
by and construed in accordance with the laws of the State of New York
without reference to conflict of laws principles applied in such
State.

     Section  13.  Jurisdiction; Jury Trial Waiver.  (a)  Any suit,
action or proceeding seeking to enforce any provision of, or based on
any matter arising out of or in connection with this Agreement or the
transactions contemplated by this Agreement shall be brought in any
federal court located in the  Southern District of the State of New
York or any New York state court sitting in New York City, and each of
the parties hereto hereby consents to the exclusive jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any
such suit, action or proceeding and waives any objection to venue laid
therein. Process in any such suit, action or proceeding may be served
on any  party  anywhere in the world, whether within or without the
State of New York.  Without limiting the generality of the foregoing,
each party hereto agrees that service of process upon such party at
the address referred to in Section 8, together with written notice of
such service to such party, shall be deemed effective service of
process upon such party.

     (b)  EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING INSTITUTED BY EITHER OF THEM AGAINST THE
OTHER WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY
ALLEGED TORTIOUS CONDUCT BY ANY PARTY, OR IN ANY WAY, DIRECTLY OR
INDIRECTLY, ARISES OUT OF OR  RELATES TO THE RELATIONSHIP AMONG THE
PARTIES HERETO.

     Section  14.  Specific Performance.  The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and
that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in any federal court located in
the Southern  District of the State of New York or any New York state
court sitting  in New York City, in addition to any remedy to which
they are entitled at law or in equity.

     Section 15.  Interpretation.  When a reference is made in this
Agreement to a Section, such reference shall be to a Section of this
Agreement unless otherwise indicated.  Whenever the words "include,"
"includes" or "including" are used in this Agreement they shall be
deemed to be followed by the words "without limitation."  The phrases
"the date of this Agreement," "the date hereof," and terms of similar
import, unless the context otherwise requires, shall be deemed to
refer to December 17, 1998.
     Section 16.  Entire Agreement.  This Agreement constitutes the
entire agreement among the parties with respect to the subject matter
hereof and supersedes all prior written and oral and all
contemporaneous oral agreements and understandings with respect to the
subject matter hereof.  Each party acknowledges and agrees that no
other party hereto makes any representations or warranties, whether
express or implied, other than the express representations and
warranties contained herein.
     Section 17.  Severability.  If any term or other provision of
this  Agreement is determined to be invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other
conditions  nd provisions of this Agreement shall nevertheless remain
in full force and effect so long as the economic or legal substance of
the transactions contemplated herein is not affected in any manner
materially adverse  to any party  hereto.  Upon such determination
that any term or other provision is invalid, illegal or incapable of
being enforced, the parties  hereto  shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner.
      IN  WITNESS  WHEREOF, the parties hereto have executed this
Agreement, or caused this Agreement to be duly executed by their
respective authorized officers, as of the day and year first above
written.
                              PHAR MOR, INC.
                              By:

                              -----------------------
                                 Name:
                                Title:
                                   
                              THE HOLDER
                                   
                              By:

                              -----------------------
                              Name: Marcie Davis

                             SCHEDULE I



HOLDER                                              NUMBER OF SHARES

Marcie Davis                                               62,794






                  VOTING AND PAYMENT AGREEMENT

     VOTING  AGREEMENT,  dated  as of  December  17,  1998  (this
"Agreement"),  among  PHAR MOR, INC., a Pennsylvania  corporation
("Buyer"), and ANNE BRECKER (the "Holder").


                            WITNESSETH:
                                 
                                 
     WHEREAS,  Buyer,  PHARMACY ACQUISITION  CORP.,  a  New  York
corporation   and  wholly-owned  subsidiary  of  Buyer   ("Merger
Subsidiary")  and  PHARMHOUSE CORP., a New York corporation  (the
"Company"), propose to enter into an Agreement and Plan of Merger
to  be  dated  as  of  the date hereof (the  "Merger  Agreement";
capitalized terms used herein and not otherwise defined are  used
herein  as  defined in the Merger Agreement), pursuant  to  which
Merger  Subsidiary will be merged with and into the Company  (the
"Merger"),  and each outstanding share of the common  stock,  par
value  $.01, of the Company (the "Company Common Stock") will  be
converted  into the right to receive cash on the basis  described
in the Merger Agreement;
     WHEREAS,   the  Holder,  individually  or  as   trustee   or
custodian, is the owner of the number of shares of Company Common
Stock set forth opposite the Holder's name on Schedule I to  this
Agreement (the "Subject Shares"); and

     WHEREAS,  as  a  condition of its entering into  the  Merger
Agreement,  Buyer has requested that the Holder  agree,  and  the
Holder has agreed, (i) to vote the Subject Shares with respect to
the  Merger  Agreement and the Merger and (ii)  to  make  certain
payments  to Buyer, upon the terms and subject to the  conditions
set forth herein.

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

     Section  1.      Agreement  to Vote Shares.   (a)  At  every
annual or special meeting of the shareholders of the Company  and
at every continuation or adjournment thereof, and on every action
or approval by written consent of the shareholders of the Company
in  lieu of any such meeting, in which in either case the  Merger
Agreement  and the Merger are being considered or voted  on,  the
Holder  shall  vote  the Subject Shares in  accordance  with  the
recommendations  of the Board of Directors of the  Company.   The
Holder may vote the Subject Shares on all other matters.

     (b)   No  person executing this Agreement who is or  becomes
during  the  term  hereof a director of  the  Company  makes  any
agreement or understanding herein in his or her capacity as  such
director.  The Holder signs solely in his or her capacity as  the
owner of the Subject Shares.

     Section  2.      Agreement to Make Payments.  In  the  event
that  (i)  an Acquisition Proposal shall have been made known  to
the  Company or any Company Subsidiary, or has been made directly
to  the Company's stockholders generally or any person shall have
publicly  announced an intention (whether or not conditional)  to
make  an  Acquisition Proposal and thereafter Company Stockholder
Approval  is  not  obtained,  or (ii)  the  Merger  Agreement  is
terminated  by  Buyer  pursuant to  Section  9.01(h)  or  Section
9.01(l)  thereof, and if in either case during the period  ending
June  30, 2000 the Holder sells, assigns or transfers all or  any
of  the Subject Shares (whether by operation of law or otherwise)
for consideration in excess of $3.25 per share, then Holder shall
pay  to  Buyer  all  consideration  received  by  the  Holder  in
connection with such transfer in excess of $3.25 per share.   The
Holder  shall  make such payment to Buyer promptly,  and  in  any
event  no  later than three business days, after receipt  by  the
Holder  of  the  consideration from the  holder's  transferee  as
aforesaid.

     Section 3.     Representations and Warranties of the Holder.
The Holder hereby represents and warrants to Buyer that:

          (a)    this  Agreement  has  been  duly  executed   and
     delivered by the Holder, and is the legal, valid and binding
     obligation of the Holder;
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution, delivery and performance of this Agreement by the
     Holder;
     
          (c)  the Holder owns the Subject Shares  free and clear of
     any  pledge,  lien,  security interest,  charge,  claim, equity
     or  encumbrance  of  any  kind,  other  than   this Agreement;
     
          (d)  the Holder has the present power and right to vote
     all of the Subject Shares; and
     
          (e)   except as provided herein, the Holder has not (i)
     granted  any  power-of-attorney or  other  authorization  or
     interest  with  respect to any of the Subject  Shares,  (ii)
     deposited any of the Subject Shares into a voting  trust  or
     (iii) entered into any voting agreement of other arrangement
     with respect to the voting of any of the Subject Shares.
     
     Section  4.      Representations and  Warranties  of  Buyer.
Buyer hereby represents and warrants to the Holder that:

          (a)    this  Agreement  has  been  duly  executed   and
     delivered  by  Buyer, and is the legal,  valid  and  binding
     obligation of Buyer; and
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution,  delivery and performance of  this  Agreement  by
     Buyer.
     
     Section  5.     Covenants of the Holder.  The Holder  hereby
agrees and covenants that:

          (a)   any  shares  of  capital  stock  of  the  Company
     (including  the  Company  Common  Stock)  that  the   Holder
     purchases  or  with  respect to which the  Holder  otherwise
     acquires beneficial ownership (including by reason of  stock
     dividends,   split-ups,   recapitalizations,   combinations,
     exchanges  of  shares or the like) after the  date  of  this
     Agreement  and prior to the termination of the covenants  of
     the  Holder  set  forth  in Section 1  shall  be  considered
     Subject Shares and subject to the covenants of Section 1 and
     Section 2 of this Agreement;
     
          (b) the Holder will not sell, assign, pledge or otherwise
     transfer any of  the Subject  Shares   at any  time  prior  to
     the  termination  of the covenants of the Holder set forth  in
     Section 1; provided, however,  that   the foregoing limitation
     shall not apply to any transfer effected pursuant to the  laws
     of descent and distribution  or intestate succession following
     the death of the Holder during the  subject period, but  shall
     apply  to any further transfer by  any  permitted successor or
     assign of the Holder pursuant  to  such laws; and
     
          (c)   during  the period beginning on the date  of  the
     termination  of  the covenants of the Holder  set  forth  in
     Section 1 and ending on June 30, 2000,  the Holder will  not
     sell,  assign  or transfer all or any of the Subject  Shares
     other than for value in a bona fide arms' length transaction to
     an unaffiliated transferee; provided, however, that  the
     foregoing  limitation  shall  not  apply  to  any   transfer
     effected  pursuant to the laws of descent  and  distribution
     following the death of the Holder during the subject period,
     but  shall  apply to any further transfer by  any  permitted
     successor or assign of the Holder pursuant to such laws.
     
     Section  6.      Termination.  This covenants of the  Holder
set  forth in Section 1 hereof shall terminate on the earlier  of
(a)  the  Effective Time and (b) the date 30 calendar days  after
the  date  on  which  the Merger Agreement  is  terminated.   The
covenants  of  the  Holder set forth in Section  2  hereof  shall
terminate on June 30, 2000.

     Section  7.      Notices.  All notices, requests  and  other
communications  given  or  made  pursuant  hereto  to  any  party
hereunder  shall  be in writing (including facsimile  or  similar
writing) and shall be given:

     if to Buyer:

          Phar Mor, Inc.
          20 Federal Plaza West
            Youngstown, OH   44503
          Attention: General Counsel Facsimile:
          330-740-2985
          
          with a copy to:

          Swidler Berlin Shereff Friedman, LLP
          3000 K Street, N.W., Suite 300
          Washington, D.C.   20007
          Attention: Morris F. DeFeo, Jr.
          Facsimile: 202-424-7643
          
          
     if to the Holder:

          Anne Brecker
          17099 Whitehaven Drive
          Boca Raton, FL 33496
         Facsimile: 561-470-1349
                    
          with a copy to:

         Herrick, Feinstein LLP
          2 Park Avenue
           New York, NY  10016
          Attention: Stephen M. Rathkopf
          Facsimile: 212-889-7577
          
          and to:

          Maloney, Mehlman & Katz
          405 Lexington Avenue
          New York, NY 10174
          Attention:  Melvin Katz
          Facsimile: (212) 972-0111
          
or  such  other  address or facsimile numbers as such  party  may
hereafter specify for the purpose by notice to the other  parties
hereto.   Each such notice, request or other communication  shall
be  effective  (a) if given by facsimile, when such facsimile  is
transmitted to the facsimile number specified in this Section and
the  appropriate facsimile confirmation is received,  or  (b)  if
given by any other means, when delivered at the address specified
in this Section.

     Section 8.     Amendments; No Waivers.  (a) Any provision of
this  Agreement may be amended or waived prior to  the  Effective
Time if, and only if, such amendment or waiver is in writing  and
signed,  in the case of an amendment, by Buyer and the Holder  or
in  the case of a waiver, by the party against whom the waiver is
to be effective.
     (b)   No  failure  or delay by any party in  exercising  any
right,  power or privilege hereunder shall operate  as  a  waiver
thereof nor shall any single or partial exercise thereof preclude
any  other  or  further exercise thereof or the exercise  of  any
other  right, power or privilege.  The rights and remedies herein
provided  shall be cumulative and not exclusive of any rights  or
remedies provided by law.
     Section 9.     Expenses.  All costs and expenses incurred in
connection  with  this  Agreement shall  be  paid  by  the  party
incurring such cost or expense.
     Section  10.     Successors and Assigns.  The provisions  of
this Agreement shall be binding upon and inure to the benefit  of
the  parties hereto and their respective successors and  assigns,
provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the
prior written consent of each of the other parties hereto.

     Section  11.    Counterparts; Effectiveness.  This Agreement
may  be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and  hereto were upon the same instrument.  This Agreement  shall
become  effective  when  each party hereto  shall  have  received
counterparts hereof signed by all of the other parties hereto.

     Section  12.     Governing  Law.  This  Agreement  shall  be
governed  by  and construed in accordance with the  laws  of  the
State  of  New  York  without  reference  to  conflict  of   laws
principles applied in such State.

     Section  13.    Jurisdiction; Jury Trial Waiver.   (a)   Any
suit,  action or proceeding seeking to enforce any provision  of,
or  based on any matter arising out of or in connection with this
Agreement  or  the  transactions contemplated by  this  Agreement
shall  be  brought in any federal court located in  the  Southern
District  of  the State of New York or any New York  state  court
sitting  in New York City, and each of the parties hereto  hereby
consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit,  action
or  proceeding  and waives any objection to venue  laid  therein.
Process  in any such suit, action or proceeding may be served  on
any  party  anywhere in the world, whether within or without  the
State  of  New  York.   Without limiting the  generality  of  the
foregoing, each party hereto agrees that service of process  upon
such party at the address referred to in Section 8, together with
written  notice  of such service to such party, shall  be  deemed
effective service of process upon such party.

     (b)  EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL  BY
JURY  IN  ANY ACTION OR PROCEEDING INSTITUTED BY EITHER  OF  THEM
AGAINST  THE OTHER WHICH PERTAINS DIRECTLY OR INDIRECTLY TO  THIS
AGREEMENT,  ANY ALLEGED TORTIOUS CONDUCT BY ANY PARTY, OR IN  ANY
WAY,  DIRECTLY  OR INDIRECTLY, ARISES OUT OF OR  RELATES  TO  THE
RELATIONSHIP AMONG THE PARTIES HERETO.

     Section  14.     Specific Performance.  The  parties  hereto
agree  that  irreparable  damage would occur  in  the  event  any
provision of this Agreement was not performed in accordance  with
the  terms  hereof and that the parties shall be entitled  to  an
injunction  or injunctions to prevent breaches of this  Agreement
and  to  enforce  specifically the terms and provisions  of  this
Agreement  in any federal court located in the Southern  District
of  the State of New York or any New York state court sitting  in
New  York  City,  in  addition to any remedy to  which  they  are
entitled at law or in equity.
     Section 15.    Interpretation.  When a reference is made  in
this Agreement to a Section, such reference shall be to a Section
of this Agreement unless otherwise indicated.  Whenever the words
"include,"  "includes" or "including" are used in this  Agreement
they  shall  be  deemed  to be followed  by  the  words  "without
limitation."  The phrases "the date of this Agreement," "the date
hereof,"  and  terms  of  similar  import,  unless  the   context
otherwise  requires,  shall be deemed to refer  to  December  17,
1998.
     Section 16.    Entire Agreement.  This Agreement constitutes
the  entire  agreement  among the parties  with  respect  to  the
subject  matter hereof and supersedes all prior written and  oral
and  all contemporaneous oral agreements and understandings  with
respect  to  the subject matter hereof.  Each party  acknowledges
and  agrees  that no other party hereto makes any representations
or warranties, whether express or implied, other than the express
representations and warranties contained herein.
     Section 17.    Severability.  If any term or other provision
of  this  Agreement  is  determined to  be  invalid,  illegal  or
incapable of being enforced by any rule of law, or public policy,
all  other  conditions  and provisions of  this  Agreement  shall
nevertheless  remain  in full force and effect  so  long  as  the
economic  or  legal  substance of the  transactions  contemplated
herein  is not affected in any manner materially adverse  to  any
party  hereto.   Upon such determination that any term  or  other
provision is invalid, illegal or incapable of being enforced, the
parties  hereto  shall  negotiate in good faith  to  modify  this
Agreement  so as to effect the original intent of the parties  as
closely as possible in a mutually acceptable manner.
     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement, or caused this Agreement to be duly executed by  their
respective  authorized officers, as of the  day  and  year  first
above written.
                              PHAR MOR, INC.
                                By:
                               Name:
                              Title:
                                 
                              THE HOLDER



                                By:
                              Name:  Anne Brecker

                            SCHEDULE I
                                 
                                 
                                 
HOLDER                                               NUMBER OF SHARES

Anne Brecker                                              484,542

                  VOTING AND PAYMENT AGREEMENT

     VOTING  AGREEMENT,  dated  as of  December  17,  1998  (this
"Agreement"),  among  PHAR MOR, INC., a Pennsylvania  corporation
("Buyer"), and MANFRED BRECKER (the "Holder").


                             WITNESSETH:
                                  
                                  
     WHEREAS,  Buyer,  PHARMACY ACQUISITION  CORP.,  a  New  York
corporation   and  wholly-owned  subsidiary  of  Buyer   ("Merger
Subsidiary")  and  PHARMHOUSE CORP., a New York corporation  (the
"Company"), propose to enter into an Agreement and Plan of Merger to
be  dated  as  of  the date hereof (the  "Merger  Agreement";
capitalized terms used herein and not otherwise defined are  used
herein  as  defined in the Merger Agreement), pursuant  to  which
Merger  Subsidiary will be merged with and into the Company  (the
"Merger"),  and each outstanding share of the common  stock,  par
value  $.01, of the Company (the "Company Common Stock") will  be
converted  into the right to receive cash on the basis  described in
the Merger Agreement;


     WHEREAS,   the  Holder,  individually  or  as   trustee   or
custodian, is the owner of the number of shares of Company Common
Stock set forth opposite the Holder's name on Schedule I to  this
Agreement (the "Subject Shares"); and


     WHEREAS,  as  a  condition of its entering into  the  Merger
Agreement,  Buyer has requested that the Holder  agree,  and  the
Holder has agreed, (i) to vote the Subject Shares with respect to the
Merger  Agreement and the Merger and (ii)  to  make  certain payments
to Buyer, upon the terms and subject to the  conditions set forth
herein.


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


     Section  1.      Agreement  to Vote Shares.   (a)  At  every
annual or special meeting of the shareholders of the Company  and at
every continuation or adjournment thereof, and on every action or
approval by written consent of the shareholders of the Company in
lieu of any such meeting, in which in either case the  Merger
Agreement  and the Merger are being considered or voted  on,  the
Holder  shall  vote  the Subject Shares in  accordance  with  the
recommendations  of the Board of Directors of the  Company.   The
Holder may vote the Subject Shares on all other matters.

     (b)   No  person executing this Agreement who is or  becomes
during  the  term  hereof a director of  the  Company  makes  any
agreement or understanding herein in his or her capacity as  such
director.  The Holder signs solely in his or her capacity as  the
owner of the Subject Shares.

     Section  2.      Agreement to Make Payments.  In  the  event
that  (i)  an Acquisition Proposal shall have been made known  to the
Company or any Company Subsidiary, or has been made directly to  the
Company's stockholders generally or any person shall have publicly
announced an intention (whether or not conditional)  to
make  an  Acquisition Proposal and thereafter Company Stockholder
Approval  is  not  obtained,  or (ii)  the  Merger  Agreement  is
terminated  by  Buyer  pursuant to  Section  9.01(h)  or  Section
9.01(l)  thereof, and if in either case during the period  ending
June  30, 2000 the Holder sells, assigns or transfers all or  any of
the Subject Shares (whether by operation of law or otherwise) for
consideration in excess of $3.25 per share, then Holder shall pay  to
Buyer  all  consideration  received  by  the  Holder  in connection
with such transfer in excess of $3.25 per share.   The Holder  shall
make such payment to Buyer promptly,  and  in  any event  no  later
than three business days, after receipt  by  the Holder  of  the
consideration from the  holder's  transferee  as aforesaid.
     Section 3.     Representations and Warranties of the Holder. The
Holder hereby represents and warrants to Buyer that:
          (a)    this  Agreement  has  been  duly  executed   and
     delivered by the Holder, and is the legal, valid and binding
     obligation of the Holder;
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution, delivery and performance of this Agreement by the
     Holder;
     
          (c)  the Holder owns the Subject Shares  free and clear of
     any  pledge,  lien,  security interest,  charge,  claim, equity
     or  encumbrance  of  any  kind,  other  than   this Agreement;
     
          (d)  the Holder has the present power and right to vote all
     of the Subject Shares; and
     
          (e)   except as provided herein, the Holder has not (i)
     granted  any  power-of-attorney or  other  authorization  or
     interest  with  respect to any of the Subject  Shares,  (ii)
     deposited any of the Subject Shares into a voting  trust  or
     (iii) entered into any voting agreement of other arrangement
     with respect to the voting of any of the Subject Shares.
     
     Section  4.      Representations and  Warranties  of  Buyer.
Buyer hereby represents and warrants to the Holder that:

          (a)    this  Agreement  has  been  duly  executed   and
     delivered  by  Buyer, and is the legal,  valid  and  binding
     obligation of Buyer; and
     
          (b)   no  consent of any court, governmental authority,
     beneficiary, co-trustee or other person is necessary for the
     execution,  delivery and performance of  this  Agreement  by
     Buyer.
     
     Section  5.     Covenants of the Holder.  The Holder  hereby
agrees and covenants that:

          (a)   any  shares  of  capital  stock  of  the  Company
     (including  the  Company  Common  Stock)  that  the   Holder
     purchases  or  with  respect to which the  Holder  otherwise
     acquires beneficial ownership (including by reason of  stock
     dividends,   split-ups,   recapitalizations,   combinations,
     exchanges  of  shares or the like) after the  date  of  this
     Agreement  and prior to the termination of the covenants  of the
     Holder  set  forth  in Section 1  shall  be  considered Subject
     Shares and subject to the covenants of Section 1 and Section 2
     of this Agreement;

          (b)  the Holder will  not sell, assign, pledge  or
     otherwise transfer any of the Subject Shares  at any   time
     prior to the termination of the covenants of the  Holder set
     forth in Section 1; provided, however, that the    foregoing
     limitation shall not apply to any transfer effected pursuant
to the laws of descent and distribution or intestate succession
following the death of the Holder during the subject period, but
shall apply to any further transfer by any permitted successor or
assign of the Holder pursuant to such laws; and

          (c)   during  the period beginning on the date  of  the
     termination  of  the covenants of the Holder  set  forth  in
     Section 1 and ending on June 30, 2000,  the Holder will  not
     sell,  assign  or transfer all or any of the Subject  Shares
     other than for value in a bona fide arms' length transaction
     to  an unaffiliated transferee; provided, however, that  the
     foregoing  limitation  shall  not  apply  to  any   transfer
     effected  pursuant to the laws of descent  and  distribution
     following the death of the Holder during the subject period,
     but  shall  apply to any further transfer by  any  permitted
     successor or assign of the Holder pursuant to such laws.
     
     Section  6.      Termination.  This covenants of the  Holder
set  forth in Section 1 hereof shall terminate on the earlier  of
(a)  the  Effective Time and (b) the date 30 calendar days  after
the  date  on  which  the Merger Agreement  is  terminated.   The
covenants  of  the  Holder set forth in Section  2  hereof  shall
terminate on June 30, 2000.

     Section  7.      Notices.  All notices, requests  and  other
communications  given  or  made  pursuant  hereto  to  any  party
hereunder  shall  be in writing (including facsimile  or  similar
writing) and shall be given:

     if to Buyer:

          Phar Mor, Inc.
          20 Federal Plaza West
            Youngstown, OH   44503
          Attention: General Counsel Facsimile:
          330-740-2985
          
          with a copy to:

          Swidler Berlin Shereff Friedman, LLP
          3000 K Street, N.W., Suite 300
          Washington, D.C.   20007
          Attention: Morris F. DeFeo, Jr.

          Facsimile: 202-424-7643
                     
     if to the Holder:

          Manfred Brecker
          17099 Whitehaven Drive
          Boca Raton, FL 33496
         Facsimile: 561-470-1349
                    
          with a copy to:

         Herrick, Feinstein LLP
          2 Park Avenue
           New York, NY  10016
          Attention: Stephen M. Rathkopf
          Facsimile: 212-889-7577

          and to:
          Maloney, Mehlman & Katz 405 Lexington Avenue New York,
          NY 10174 Attention:  Melvin Katz
Facsimile: (212) 972-0111
or  such  other  address or facsimile numbers as such  party  may
hereafter specify for the purpose by notice to the other  parties
hereto.   Each such notice, request or other communication  shall
be  effective  (a) if given by facsimile, when such facsimile  is
transmitted to the facsimile number specified in this Section and
the  appropriate facsimile confirmation is received,  or  (b)  if
given by any other means, when delivered at the address specified
in this Section.

     Section 8.     Amendments; No Waivers.  (a) Any provision of
this  Agreement may be amended or waived prior to  the  Effective
Time if, and only if, such amendment or waiver is in writing  and
signed,  in the case of an amendment, by Buyer and the Holder  or
in  the case of a waiver, by the party against whom the waiver is
to be effective.
     (b)   No  failure  or delay by any party in  exercising  any
right,  power or privilege hereunder shall operate  as  a  waiver
thereof nor shall any single or partial exercise thereof preclude
any  other  or  further exercise thereof or the exercise  of  any
other  right, power or privilege.  The rights and remedies herein
provided  shall be cumulative and not exclusive of any rights  or
remedies provided by law.
     Section 9.     Expenses.  All costs and expenses incurred in
connection  with  this  Agreement shall  be  paid  by  the  party
incurring such cost or expense.
     Section  10.     Successors and Assigns.  The provisions  of
this Agreement shall be binding upon and inure to the benefit  of
the  parties hereto and their respective successors and  assigns,
provided that no party may assign, delegate or otherwise transfer
any of its rights or obligations under this Agreement without the
prior written consent of each of the other parties hereto.

     Section  11.    Counterparts; Effectiveness.  This Agreement
may  be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and  hereto were upon the same instrument.  This Agreement  shall
become  effective  when  each party hereto  shall  have  received
counterparts hereof signed by all of the other parties hereto.

     Section  12.     Governing  Law.  This  Agreement  shall  be
governed  by  and construed in accordance with the  laws  of  the
State  of  New  York  without  reference  to  conflict  of   laws
principles applied in such State.

     Section  13.    Jurisdiction; Jury Trial Waiver.   (a)   Any
suit,  action or proceeding seeking to enforce any provision  of,
or  based on any matter arising out of or in connection with this
Agreement  or  the  transactions contemplated by  this  Agreement
shall  be  brought in any federal court located in  the  Southern
District  of  the State of New York or any New York  state  court
sitting  in New York City, and each of the parties hereto  hereby
consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit,  action
or  proceeding  and waives any objection to venue  laid  therein.
Process  in any such suit, action or proceeding may be served  on
any  party  anywhere in the world, whether within or without  the
State  of  New  York.   Without limiting the  generality  of  the
foregoing, each party hereto agrees that service of process  upon
such party at the address referred to in Section 8, together with
written  notice  of such service to such party, shall  be  deemed
effective service of process upon such party.

     (b)  EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL  BY
JURY  IN  ANY ACTION OR PROCEEDING INSTITUTED BY EITHER  OF  THEM
AGAINST  THE OTHER WHICH PERTAINS DIRECTLY OR INDIRECTLY TO  THIS
AGREEMENT,  ANY ALLEGED TORTIOUS CONDUCT BY ANY PARTY, OR IN  ANY
WAY,  DIRECTLY  OR INDIRECTLY, ARISES OUT OF OR  RELATES  TO  THE
RELATIONSHIP AMONG THE PARTIES HERETO.

     Section  14.     Specific Performance.  The  parties  hereto
agree  that  irreparable  damage would occur  in  the  event  any
provision of this Agreement was not performed in accordance  with
the  terms  hereof and that the parties shall be entitled  to  an
injunction  or injunctions to prevent breaches of this  Agreement
and  to  enforce  specifically the terms and provisions  of  this
Agreement  in any federal court located in the Southern  District
of  the State of New York or any New York state court sitting  in
New  York  City,  in  addition to any remedy to  which  they  are
entitled at law or in equity.

     Section 15.    Interpretation.  When a reference is made  in
this Agreement to a Section, such reference shall be to a Section
of this Agreement unless otherwise indicated.  Whenever the words
"include,"  "includes" or "including" are used in this  Agreement
they  shall  be  deemed  to be followed  by  the  words  "without
limitation."  The phrases "the date of this Agreement," "the date
hereof,"  and  terms  of  similar  import,  unless  the   context
otherwise  requires,  shall be deemed to refer  to  December  17,
1998.

     Section 16.    Entire Agreement.  This Agreement constitutes
the  entire  agreement  among the parties  with  respect  to  the
subject  matter hereof and supersedes all prior written and  oral
and  all contemporaneous oral agreements and understandings  with
respect  to  the subject matter hereof.  Each party  acknowledges
and  agrees  that no other party hereto makes any representations
or warranties, whether express or implied, other than the express
representations and warranties contained herein.

     Section 17.    Severability.  If any term or other provision
of  this  Agreement  is  determined to  be  invalid,  illegal  or
incapable of being enforced by any rule of law, or public policy,
all  other  conditions  and provisions of  this  Agreement  shall
nevertheless  remain  in full force and effect  so  long  as  the
economic  or  legal  substance of the  transactions  contemplated
herein  is not affected in any manner materially adverse  to  any
party  hereto.   Upon such determination that any term  or  other
provision is invalid, illegal or incapable of being enforced, the
parties  hereto  shall  negotiate in good faith  to  modify  this
Agreement  so as to effect the original intent of the parties  as
closely as possible in a mutually acceptable manner.

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

                              PHAR MOR, INC.
                              By:
                              Name:
                              Title:

                              THE HOLDER



                              By:
                             Name: Manfred Brecker
                                       
                           SCHEDULE I



HOLDER                                                        NUMBER OF SHARES

Manfred Brecker                                                       1,281