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                                                                  Exhibit 10.43
NationsBank, N.A.
                                                        Date April 30, 1999

                                Limited Guaranty

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Bank:                                Guarantor:
NationsBank, N.A.
Banking Center:                      Rite Aid Corporation
Private Client Group                 30 Hunter Lane
101 South Tryon Street               Camp Hill, Pennsylvania  17011
Charlotte, North Carolina  28255



(Street address including county)    (Name and street address, including county)
================================================================================

"Borrower":  Bruce Sholk and Beth Kaplan
            ----------------------------
               (Borrowers' Names)

1.  Guaranty.  FOR VALUE RECEIVED, and to induce NationsBank, N.A. (Attn: Mark
R. Antweil, Private Client Group) ("Bank") to make loans or advances or to
extend credit or other financial accommodations or benefits, with or without
security, to or for the account of the Borrowers, the undersigned "Guarantor",
if more than one, then each of them jointly and severally, hereby becomes surety
for and irrevocably and unconditionally guarantees to Bank prompt payment in an
amount as provided herein, when due, whether by acceleration or otherwise, of
any Liabilities of a Borrower to Bank.  This Guaranty is cumulative to and does
not supersede any other guaranties.

[This Guaranty contains some provisions preceded by boxes.  If a box is marked,
the provision applies to this transaction; if it is not marked, the provision
does not apply to this transaction.]

[ ]  This Guaranty is continuing and limited to the amount of
$_________________________ dollars principal plus interest owing at any time,
plus attorney's fees, cost of expenses of collection incurred and/or the cost of
the enforcement of rights in enforcing this Guaranty (including, without
limitation, any liability arising from failure to comply with any state or
federal laws, rules and regulations concerning the control of hazardous waste or
substances at or with respect to any real estate securing any loan guaranteed
hereby), plus interest on such attorney's fees and cost of collection.

[X]  This Guaranty is limited to (hereinafter collectively referred to as the
"Limitation") (i) the amount of $5,000,000 owing at any time under the
promissory note or other Loan Documents from the Borrowers to Bank, dated the
date hereof in the principal amount of $5,000,000 (whether for principal now or
hereafter arising, interest owing at any time thereunder, fees, costs, expenses,
indemnities or otherwise), as amended or otherwise modified from time to time,
plus (ii) attorneys' fees, costs and expenses incurred in connection with the
enforcement of this Guaranty, plus (iii) interest on the amount demanded
hereunder, from the date of demand until paid in full, payable upon demand, at
the Prime Rate plus one percent per annum.  The "Prime Rate" is the fluctuating
rate of interest established by Bank from time to time, at its discretion,
whether or not such rate shall be otherwise published.  The Prime Rate is
established by Bank as an index and may or may not at any time be the best or
lowest rate charged by Bank on any loan.

[ ]  This Guaranty is continuing and limited to __________________% percent of
all principal plus interest owing at any time, plus attorney's fees, cost of
expenses of collection incurred and/or the cost of the enforcement of rights in
enforcing this Guaranty (including, without limitation, any liability arising
from failure to comply with any state or federal laws, rules and regulations
concerning the control of hazardous waste or substances at or with respect to
any real estate securing any loan guaranteed hereby), plus interest on such
attorney's fees and cost of collection.

[ ]  This Guaranty is limited to _________% percent of all principal plus
interest incurred by Borrower pursuant to that certain promissory note or other
Loan Documents from Borrower to Bank, dated ____________________________, 19___
in the principal amount of $_________________________________ dollars,
including, without limitation, all principal plus interest arising thereunder
whether arising by renewal or advance of additional principal which may accrue
or be incurred with respect to said promissory note or other Loan Documents,
plus attorney's fees, cost of expenses of
<PAGE>

collection incurred and/or the cost of the enforcement of rights in enforcing
this Guaranty (including, without limitation, any liability arising from failure
to comply with any state or federal laws, rules and regulations concerning the
control of hazardous waste or substances at or with respect to any real estate
securing any loan guaranteed hereby), plus interest on such attorney's fees and
cost of collection.

Except to the extent limited above, Guarantor unconditionally guarantees the
faithful, prompt and complete compliance by each Borrower with all Obligations
(as hereinafter defined).  The undertakings of Guarantor hereunder are
independent of the Liabilities and Obligations of each Borrower and a separate
action or actions for payment, damages or performance may be brought or
prosecuted against Guarantor, whether or not an action is brought against either
Borrower or to realize upon the security for the Liabilities and/or Obligations,
whether or not either Borrower is joined in any such action or actions, and
whether or not notice is given or demand is made upon a Borrower.

Bank shall not be required to proceed first against either Borrower, or any
other person or entity, whether primarily or secondarily liable, or against any
collateral held by it, before resorting to Guarantor for payment, and Guarantor
shall not be entitled to assert as a defense to the enforceability of the
Guaranty any defense of a Borrower with respect to any Liabilities or
Obligations.

2.  Paragraph Headings, Governing Law and Binding Effect.  Guarantor agrees that
the paragraph headings in this Guaranty are for convenience only and that they
will not limit any of the provisions of this Guaranty.  Guarantor further agrees
that this Guaranty shall be governed by and construed in accordance with the
laws of the State of New York and applicable United States federal law.
Guarantor further agrees that this Guaranty shall be deemed to have been made in
the State of New York, and shall be governed by, and construed in accordance
with, the laws of the State of New York, or the United States courts located
within the State of New York.  This Guaranty is binding upon Guarantor, his,
their or its executors, administrators, successors or assigns, and shall inure
to the benefit of Bank, its successors, indorsees or assigns.  Anyone executing
this Guaranty shall be bound by the terms hereof without regard to execution by
anyone else.

3.  Definitions.

    A.  "Guarantor" shall mean Guarantor or any one or more of them.

    B.  "Liability" or "Liabilities" shall mean without limitation, all
liabilities, overdrafts, indebtedness, and obligations of the Borrowers and/or
Guarantor to Bank, whether direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, now or
hereafter existing, or held or to be held by Bank for its own account or as
agent for another or others, whether created directly, indirectly, or acquired
by assignment or otherwise, including but not limited to all extensions or
renewals thereof, and all sums payable under or by virtue thereof, including
without limitation, all amounts of principal and interest, all expenses
(including reasonable attorney's fees and cost of collection) incurred in the
collection thereof or the enforcement of rights thereunder (including without
limitation, any liability arising from failure to comply with state or federal
laws, rules and regulations concerning the control of hazardous waste or
substances at or with respect to any real estate securing any loan guaranteed
hereby), whether arising in the ordinary course of business or otherwise.

    C.  "Loan Documents" shall mean all deeds to secure debt, deeds of trust,
mortgages, security agreements and other documents securing payment of the
Liabilities and all notes and other agreements, documents, and instruments
evidencing or relating to the Liabilities and Obligations.

    D.  "Obligation" or "Obligations" shall mean all terms, conditions,
covenants, agreements and undertakings of Borrowers and/or Guarantor under all
notes and other documents evidencing the Liabilities, and under all deeds to
secure debt, deeds of trust, mortgages, security agreements and other
agreements, documents and instruments executed in connection with the
Liabilities or related thereto.

4.  Waivers by Guarantor.  Guarantor waives notice of acceptance of this
Guaranty, notice of any Liabilities or Obligations to which it may apply,
presentment, demand for payment, protest, notice of dishonor or nonpayment of
any Liabilities, notice of intent to accelerate, notice of acceleration, and
notice of any suit or the taking of other action by Bank against either
Borrower, Guarantor or any other person, any applicable statute of limitations
and any other notice to any party liable on any Loan Document (including
Guarantor).

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Each Guarantor also hereby waives any claim, right or remedy which such
Guarantor may now have or hereafter acquire against either Borrower that arises
hereunder and/or from the performance by any other Guarantor hereunder
including, without limitation, any claim, remedy or right of subrogation,
reimbursement, exoneration, contribution, indemnification, or participation in
any claim, right or remedy of Bank against either Borrower or against any
security which Bank now has or hereafter acquires, whether or not such claim,
right or remedy arises in equity, under contract, by statute, under common law
or otherwise.

Guarantor also waives the benefits of any provision of law requiring that Bank
exhaust any right or remedy, or take any action, against Borrower, any
Guarantor, any other person and/or property including but not limited to the
provisions of N.C. Gen. Stat. (S)26-7 through (S)26-9, inclusive, as amended, or
otherwise.

Bank may at any time and from time to time (whether before or after revocation
or termination of this Guaranty) without notice to Guarantor (except as required
by law), without incurring responsibility to Guarantor, without impairing,
releasing or otherwise affecting the Obligations of Guarantor, in whole or in
part, and without the indorsement or execution by Guarantor of any additional
consent, waiver or guaranty (in each case, subject to the Limitation): (a)
change the manner, place or terms of payment, or change or extend the time of or
renew, or change any interest rate or alter any Liability or Obligation or
installment thereof, or any security therefor; (b) loan additional monies or
extend additional credit to the Borrowers, with or without security, thereby
creating new Liabilities or Obligations the payment or performance of which
shall be guaranteed hereunder, and the Guaranty herein made shall apply to the
Liabilities and Obligations as so changed, extended, surrendered, realized upon
or otherwise altered; (c) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property at any time
pledged or mortgaged to secure the Liabilities or Obligations and any offset
there against; (d) exercise or refrain from exercising any rights against any
Borrower or others (including Guarantor) or act or refrain from acting in any
other manner; (e) settle or compromise any Liability or Obligation or any
security therefor and subordinate the payment of all or any part thereof to the
payment of any Liability or Obligation of any other parties primarily or
secondarily liable on any of the Liabilities or Obligations; (f) release or
compromise any Liability of Guarantor hereunder or any Liability or Obligation
of any other parties primarily or secondarily liable on any of the Liabilities
or Obligations; or (g) apply any sums from any sources to any Liability without
regard to any Liabilities remaining unpaid.

5.  Subordination.  Upon demand of Bank, Guarantor agrees that it will not
demand, take or receive from any Borrower, by set-off or in any other manner,
payment of any debt, now and at any time or times hereafter owing by any
Borrower to Guarantor unless and until all the Liabilities and Obligations shall
have been fully paid and performed, and any security interest, liens or
encumbrances which Guarantor now has and from time to time hereafter may have
upon any of the assets of a Borrower shall be made subordinate, junior and
inferior and postponed in priority, operation and effect to any security
interest of Bank in such assets.

6.  Waivers by Bank.  No delay on the part of Bank in exercising any of its
options, powers or rights, and no partial or single exercise thereof, shall
constitute a waiver thereof.  No waiver of any of its rights hereunder, and no
modification or amendment of this Guaranty, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; and each
such waiver, if any, shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank or the obligations of
Guarantor to Bank in any other respect at any other time.

7.  Termination.  This Guaranty shall be binding on each Guarantor until written
notice of revocation signed by such Guarantor or written notice of the death of
such Guarantor shall have been received by Bank, notwithstanding change in name,
location, composition or structure of, or the dissolution, termination or
increase, decrease or change in personnel, owners or partners of a Borrower, or
any one or more of Guarantors.  No notice of revocation or termination hereof
shall affect in any manner rights arising under this Guaranty with respect to
Liabilities or Obligations that shall have been committed, created, contracted,
assumed or incurred prior to receipt of such written notice pursuant to any
agreement entered into by Bank prior to receipt of such notice.  The sole effect
of such notice of revocation or termination hereof shall be to exclude from this
Guaranty, Liabilities or Obligations thereafter arising that are unconnected
with Liabilities or Obligations theretofore arising or transactions entered into
theretofore.

In the event of the death of a Guarantor, the liability of the estate of the
deceased Guarantor shall continue in full force and effect as to (i) the
Liabilities existing at the date of death, and any renewals or extensions
thereof, and (ii) loans or advances made to or for the account of a Borrower
after the date of the death of the deceased Guarantor pursuant to a commitment
made by Bank to a Borrower prior to the date of such death.  As to all surviving
Guarantors, this Guaranty

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shall continue in full force and effect after the death of a Guarantor, not only
as to the Liabilities existing at that time, but also as to Liabilities
thereafter incurred by a Borrower to Bank.

8.  Partial Invalidity and/or Enforceability of Guaranty.  The unenforceability
or invalidity of any provision of this Guaranty shall not affect the
enforceability or validity of any other provision herein and the invalidity or
unenforceability of any provision of any Loan Document as it may apply to any
person or circumstance shall not affect the enforceability or validity of such
provision as it may apply to other persons or circumstances.

In the event Bank is required to relinquish or return the payments, the
collateral or the proceeds thereof, in whole or in part, which had been
previously applied to or retained for application against any Liability, by
reason of a proceeding arising under the Bankruptcy Code, or for any other
reason, this Guaranty shall automatically continue to be effective
notwithstanding any previous cancellation or release effected by Bank.

9.  Change of Status.  Guarantor will not become a party to a merger or
consolidation with any other company, except where Guarantor is the surviving
corporation or entity, and all covenants under this Guaranty are assumed by the
surviving entity.  Further, Guarantor may not change its legal structure,
without the written consent of Bank and all covenants under this Guaranty are
assumed by the new or surviving entity.  Guarantor further agrees that this
Guaranty shall be binding, legal and enforceable against Guarantor in the event
either Borrower changes such person's name or status.

10.  Financial and Other Information.  Guarantor agrees to furnish to Bank any
and all financial information and any other information regarding Guarantor
and/or collateral requested in writing by Bank within ten (10) days of the date
of the request.  Guarantor has made an independent investigation of the
financial condition and affairs of each Borrower prior to entering into this
Guaranty, and Guarantor will continue to make such investigation; and in
entering into this Guaranty Guarantor has not relied upon any representation of
Bank as to the financial condition, operation or creditworthiness of either
Borrower.  Guarantor further agrees that Bank shall have no duty or
responsibility now or hereafter to make any investigation or appraisal of either
Borrower on behalf of Guarantor or to provide Guarantor with any credit or other
information which may come to its attention now or hereafter.

11.  Notices.  Notice shall be deemed reasonable if mailed postage prepaid at
least five (5) days before the related action to the address of Guarantor or
Bank, at their respective addresses indicated at the beginning of this Guaranty,
or to such other address as any party may designate by written notice to the
other party.  Each notice, request and demand shall be deemed given or made, if
sent by mail, upon the earlier of the date of receipt or five (5) days after
deposit in the U.S. Mail, first class postage prepaid, or if sent by any other
means, upon delivery.

12.  Guarantor Duties.  Guarantor shall upon notice or demand by Bank promptly
and with due diligence pay all Liabilities and perform and satisfy all
Obligations for the benefit of Bank in the event of (a) the occurrence of any
default under any Loan Documents; (b) the failure of any Borrower or Guarantor
to perform any obligation or pay any liability or indebtedness of any Borrower
or Guarantor to Bank, or to any affiliate of Bank, whether under any Note,
Guaranty, or any other agreement, now or hereafter existing, as and when due
(whether upon demand, at maturity or by acceleration); (c) the failure of any
Borrower or Guarantor to pay or perform any other liability, obligation or
indebtedness of any Borrower or Guarantor to any other party; (d) the death of
any Borrower or Guarantor (if an individual); (e) the resignation or withdrawal
of any partner or a material owner/Guarantor of Borrower, as determined by Bank
in its sole discretion; (f) the commencement of a proceeding against any
Borrower or Guarantor for dissolution or liquidation, the voluntary or
involuntary termination or dissolution of any Borrower or Guarantor or the
merger or consolidation of any Borrower or Guarantor with or into another
entity; (g) the insolvency, or the business failure of, or the appointment of a
custodian, trustee, liquidator or receiver for or of any of the property of, or
the assignment for the benefit of creditors by, or the filing of a petition
under bankruptcy, insolvency or debtor's relief law or the filing of a petition
for any adjustment of indebtedness, composition or extension by or against any
Borrower or Guarantor; (h) the sole determination by Bank that any
representation or warranty to Bank in any Loan Document or otherwise to Bank was
untrue or materially misleading when made; (i) the failure of Guarantor or any
Borrower to timely deliver such financial statements including tax returns and
all schedules, or other statements of condition or other information, as Bank
shall request from time to time; (j) the entry of a judgment against any
Borrower or Guarantor which Bank deems to be of a material nature in the sole
discretion of Bank; (k)  the seizure or forfeiture of any of a Borrower or
Guarantor's property, or the issuance of any writ of possession, garnishment or
attachment, or any turnover order; (l) the sole determination by Bank that
Guarantor or any Borrower jointly or severally, has suffered a material adverse
change in its financial condition; (m) the determination by Bank that for any
reason it is insecure; (n) any lien or additional security interest being placed
upon any collateral which is security for

                                      -4-
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any Loan Document; or (o) the failure of a Borrower's business to comply with
any law or regulation controlling the operation of a Borrower's business.

13.  Remedies.  Upon the failure of Guarantor to fulfill its duty to pay all
Liabilities and perform and satisfy all Obligations as required hereunder, Bank
shall have all of the remedies of a creditor and, to the extent applicable, of a
secured party, under all applicable law, and without limiting the generality of
the foregoing, Bank may, at its option and without notice or demand:  (a)
declare any Liability due and payable at once; (b) take possession of any
collateral pledged by a Borrower or Guarantor wherever located, and sell,
resell, assign, transfer and deliver all or any part of said collateral of a
Borrower or Guarantor at any public or private sale or otherwise dispose of any
or all of the collateral in its then condition, for cash or on credit or for
future delivery, and in connection therewith Bank may impose reasonable
conditions upon any such sale, and Bank, unless prohibited by law the provisions
of which cannot be waived, may purchase all or any part of said collateral to be
sold, free from and discharged of all trusts, claims, rights of redemption and
equities of each Borrower or Guarantor whatsoever; Guarantor acknowledges and
agrees that the sale of any collateral through any nationally recognized broker-
dealer, investment banker or any other method common in the securities industry
shall be deemed a commercially reasonable sale under the Uniform Commercial Code
or any other equivalent statute or federal law, and expressly waives notice
thereof except as provided herein; and (c) set-off against any or all
liabilities of Guarantor all money owed by Bank or any of its agents or
affiliates in any capacity to Guarantor whether or not due, and also set-off
against all other Liabilities of Guarantor to Bank all money owed by Bank in any
capacity to Guarantor, and if exercised by Bank, Bank shall be deemed to have
exercised such right of set-off and to have made a charge against any such money
immediately upon the occurrence of such default although made or entered on the
books subsequent thereto.

Bank shall have a properly perfected security interest in all of Guarantor's
funds on deposit with Bank to secure the balance of any Liabilities and/or
Obligations that Guarantor may now or in the future owe Bank.  Bank is granted a
contractual right of set-off and will not be liable for dishonoring checks or
withdrawals where the exercise of Bank's contractual right of set-off or
security interest results in insufficient funds in Guarantor's account.  As
authorized by law, Guarantor grants to Bank this contractual right of set-off
and security interest in all property of Guarantor now or at anytime hereafter
in the possession of Bank, including but not limited to any joint account,
special account, account by the entireties, tenancy in common, and all dividends
and distributions now or hereafter in the possession or control of Bank.

14.  Attorney Fees, Cost and Expenses.  Guarantor shall pay all costs of
collection and reasonable attorney's fees, including reasonable attorney's fees
in connection with any suit, mediation or arbitration proceeding, out of court
payment agreement, trial, appeal, bankruptcy proceedings or otherwise, incurred
or paid by Bank in enforcing the payment of any Liability or defending this
agreement.

15.  Collateral.  Bank at all times and from time to time shall have the right
to require Guarantor to deliver to Bank collateral satisfactory to Bank to
secure Guarantor's undertakings hereunder and/or the Liabilities of Guarantor
hereunder.

[ ]  Check if applicable.  In addition to the provisions stated above,
Guarantor hereby pledges, assigns and grants to Bank a security interest in and
title to the collateral described in the security agreement, deed of trust, deed
to secure debt, mortgage or other collateral instrument dated
____________________________, 19___ which collateral, except for any margin
stock (as defined in Regulation U of the Board of Governors of the Federal
Reserve System), shall secure this Guaranty, whether currently existing or
arising in the future.  Guarantor agrees to execute such security agreements,
financing statements and other documents as Bank may reasonably require or
request to obtain and perfect its security interest in said collateral.

16.  Preservation of Property.  Bank shall not be bound to take any steps
necessary to preserve any rights in any property pledged as collateral to Bank
to secure a Borrower's and/or Guarantor's Liabilities and Obligations as against
prior parties who may be liable in connection therewith, and each Borrower and
Guarantor hereby agree to take any such steps.  Bank, nevertheless, at any time,
may (a) take any action it deems appropriate for the care or preservation of
such property or of any rights of a Borrower and/or Guarantor or Bank therein;
(b) demand, sue for, collect or receive any money or property at any time due,
payable or receivable on account of or in exchange for any property pledged as
collateral to Bank to secure a Borrower's and/or Guarantor's Liabilities to
Bank; (c) compromise and settle with any person liable on such property; or (d)
extend the time of payment or otherwise change the terms of the Loan Documents
as to any party liable on the Loan Documents, all without notice to, without
incurring responsibility to, and without affecting any of the Obligations or
Liabilities of Guarantor.

                                      -5-
<PAGE>

17.  ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS,  AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE  ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW.  IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY
PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A
SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.

    A.  SPECIAL RULES.  THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY
        -------------
BORROWER'S DOMICILE, OR IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE
COUNTY WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED AT THE TIME OF THE
EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S.
WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE.  ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND
FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.

    B.  RESERVATION OF RIGHTS.  NOTHING IN THIS ARBITRATION PROVISION SHALL BE
        ---------------------
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED
TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER.  BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT.  NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

18.  Year 2000 Matters.  The reprogramming and upgrading of the Guarantor's
computer systems required to permit these systems to function properly in and
following the year 2000, and the testing of these systems as so reprogrammed or
upgraded, will be completed so as to avoid any material adverse effect on the
financial condition or operations of the Guarantor.  The cost to the Guarantor
of such reprogramming, upgrading and testing and the consequences to the
Guarantor of the improper functioning of computer systems or equipment in and
after the year 2000 could not reasonably be expected to result in a material
adverse change in the financial condition or operations of the Guarantor.

19.  Controlling Document.  To the extent that this Limited Guaranty conflicts
with or is in any way incompatible with any other Loan Document concerning this
Obligation, any promissory note shall control over any other document, and if
such promissory note does not address an issue, then each other document shall
control to the extent that it deals most specifically with an issue.  This
Guaranty does not amend or otherwise modify in any respect the Guaranty dated
June 19, 1998, made by Guarantor in favor of the Bank, in respect of the
obligations of Borrower, which Guaranty shall remain in full force and effect
and is hereby ratified and confirmed in all respects.

20.  Execution Under Seal.  This Guaranty is being executed under seal by
Guarantor.

21.  NOTICE OF FINAL AGREEMENT.  THIS WRITTEN LIMITED GUARANTY REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed
under seal on this ______ day of April, 1999.

Witnessed By:                           Guarantor:

______________________________          _____________________________(Seal)

______________________________          ________________________________________
Print Name and Title                    Print Individual's Name

                                        Corporate or Partnership Guarantor:

                                        RITE AID CORPORATION
                                        --------------------
                                        (Name of Corporation, Partnership, etc.)


                                        By:__________________________(Seal)

                                        Name:___________________________________

                                        Title:__________________________________

                                        ________________________________________
                                        Attest (If Applicable)

                                                   [Corporate Seal]

Individual Acknowledgment

State of ___________________)
                            )
County of __________________)

This instrument was acknowledged before me on _______, 19__, by _______________.
                                                                  (Guarantor)

(Seal)                                  ________________________________________
                                        Notary Public
                                        in and for the State of

______________________________          ________________________________________
My Commission Expires                   Print Name of Notary

                                      -7-
<PAGE>

Corporate Acknowledgment

State of ___________________)
                            )
County of __________________)

This instrument was acknowledged before me on ______________, 19___, by

________________, ____________________ of ________________________________, a

______________________________ corporation, on behalf of said corporation.


(Seal)                                  ________________________________________
                                        Notary Public
                                        in and for the State of

______________________________          ________________________________________
My Commission Expires                   Print Name of Notary


                                      -8-