EXHIBIT 4.11
	
	
	
	Execution Copy

			 AMENDMENT NO. 4
			       TO 
	  AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


		AMENDMENT NO. 4 dated March 4, 
1999 to the Amended and Restated Revolving Credit 
Agreement dated as of September 15, 1997 (as heretofore 
amended, and as may be further amended, restated, 
modified or supplemented from time to time, the "Credit 
Agreement") among Jitney-Jungle Stores of America, Inc., 
Southern Jitney Jungle Company, McCarty-Holman Co., 
Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., 
Interstate Jitney Jungle Stores, Inc.("Interstate Jitney-
Jungle"), and Delchamps, Inc. ("Delchamps") (each a 
"Borrower" and collectively, the "Borrowers"),  the 
Guarantors named therein, the Lenders named therein and 
Fleet Capital Corporation, as Agent.

		WHEREAS, the Borrowers have requested 
an increase in the Total Commitment under the Credit 
Agreement to $162,300,000 and a five percent (5%) 
seasonal increase of the inventory advance rate.

		WHEREAS, Interstate Jitney-Jungle desires 
to sell (the "Fayette Sale") that certain real estate located in 
Fayette, Alabama (the "Fayette Parcel") as more fully 
described in that certain Option to Purchase Real Estate, 
dated November 16, 1998, attached hereto as Exhibit A 
(the "Fayette Option Agreement") between Interstate 
Jitney-Jungle and Atlantic Financial Group, Ltd.

		WHEREAS, Delchamps desires to sell (the 
"R-1 Mandeville Sale") that certain real estate located in 
Mandeville, Louisiana (the "R-1 Mandeville Parcel") as 
more fully described in that certain Agreement to Purchase 
or Sell, dated November 16, 1998, attached hereto as 
Exhibit B (the "R-1 Mandeville Purchase Agreement") 
between Delchamps and Stirling Properties, Inc.

		WHEREAS, Delchamps desires to sell (the 
"S-1 Mandeville Sale") that certain real estate located in 
Mandeville, Louisiana (the "S-1 Mandeville Parcel") as 
more fully described in that certain Agreement to Purchase 
or Sell, dated November 16, 1998, attached hereto as 
Exhibit C (the "S-1 Mandeville Purchase Agreement") 
between Delchamps and Stirling Properties, Inc.

		WHEREAS, Delchamps desires to sell (the 
"Mobile Sale", and collectively with the Fayette Sale, the 
R-1 Mandeville Sale and the S-1 Mandeville Sale, the 
"Real Estate Sales") that certain real estate located in 
Mobile, Alabama (the "Mobile Parcel", and collectively 
with the Fayette Parcel, the R-1 Mandeville Parcel and the 
S-1 Mandeville Parcel, the "Real Estate Parcels") as more 
fully described in that certain Purchase Agreement dated 
July 14, 1998, attached hereto as Exhibit D (the "Mobile 
Purchase Agreement", and collectively with the Fayette 
Option Agreement, the R-1 Mandeville Purchase 
Agreement and the S-1 Mandeville Purchase Agreement, 
the "Real Estate Purchase Agreements") by and between 
Delchamps and The State of Alabama, by and through its 
agency the Alabama State Docks Department.

<PAGE>

		WHEREAS, the Borrowers have requested 
that the Lenders consent to the Real Estate Sales and waive 
certain provisions of the Credit Agreement as they relate 
the to the Real Estate Sales.

		WHEREAS, the Borrowers have requested 
that the Agent and the Lenders amend certain terms and 
provisions of the Credit Agreement.

		WHEREAS the Lenders are willing to 
amend and waive certain provisions of the Credit 
Agreement, as more fully described herein, on the terms 
and conditions hereof.

		NOW, THEREFORE, the Borrowers, the 
Guarantors, the Lenders and the Agent hereby agree as 
follows:


1       SECTION CAPITALIZED TERMS.  Capitalized 
terms used herein and not defined shall have the respective 
meanings assigned to such terms in the Credit Agreement. 

1       SECTION AMENDMENTS TO THE CREDIT 
AGREEMENT.  The Credit Agreement shall be, and upon 
the fulfillment of the conditions set forth in Section 5 
hereof is, amended as follows:

1.1             SECTION     The preamble of the Credit 
Agreement is hereby amended by deleting the amount 
"$150,000,000" and substituting the amount 
"$162,300,000" therefor.
1.2 
1.3             SECTION    Schedule 2.01(a) is hereby 
deleted in its entirety and Schedule 2.01 is hereby amended 
in its entirety by substituting Schedule 2.01 attached hereto 
therefore.
1.4 
1.5             SECTION     The following definitions are 
hereby added in their proper alphabetical order in Article I 
of the Credit Agreement:
1.6 
	"A.I. Credit Corp. Indebtedness" shall mean, 
Indebtedness to A.I. Credit Corp. incurred in 
connection with (a) a Premium Finance Agreement, 
Disclosure Statement and Security Agreement dated 
June 3, 1997, as amended, in a maximum principal 
amount of $12,996,000, (b) a Premium Finance 
Agreement, Disclosure Statement and Security 
Agreement dated December 12, 1997, as amended, 
in a maximum principal amount of $11,226,268, (c) 
a Premium Finance Agreement, Disclosure 
Statement and Security Agreement dated April 30, 
1998, as amended, in a maximum principal amount 
of $16,500,000, and (d) a Premium Finance 
Agreement, Disclosure Statement and Security 
Agreement dated October 9, 1998, as amended, in a 
maximum principal amount of $9,752,521.

	"Restructuring Obligations" shall mean, the 
aggregate rental and other monetary obligations of 
the Borrowers and their respective subsidiaries for 
closed stores and for certain other obligations 
assumed by the Borrowers in connection with the 
Acquisition.

1.1             SECTION     The definition of Commitment 
contained in Article I of the Credit Agreement is hereby 
deleted in its entirety and the following is hereby 
substituted therefor:

<PAGE>

1.2 
	"Commitment" shall mean, with respect to 
each Lender, the Commitment of such Lender as set 
forth in Schedule 2.01 annexed hereto, as it may be 
adjusted from time to time pursuant to Sections 2.07 
and 11.03.

1.1             SECTION     The definition of Fixed Charge 
Coverage Ratio contained in Article I of the Credit 
Agreement is hereby deleted in its entirety and the 
following is hereby substituted therefor:
1.2 
	"Fixed Charge Coverage Ratio" shall mean, 
for any fiscal period, the ratio of (i) EBITDA of the 
Borrowers and their respective subsidiaries for the 
four most recent consecutive fiscal quarters ending 
on or prior to the date of determination to (ii) the 
sum of, without duplication, (A) Interest Expense, 
(B) Capital Expenditures (excluding Capital 
Expenditures in respect of Reinvestment Assets to 
the extent funded with the Net Cash Proceeds of 
Asset Sales),  (C) cash dividends paid by, or other 
distributions, redemptions, repurchases or 
retirements of capital stock of, the Borrowers and 
their respective subsidiaries, (D) taxes actually paid 
by the Borrowers and their respective subsidiaries 
in cash (less any tax refunds actually received by 
the Borrowers and their respective subsidiaries in 
cash) and (E) the aggregate of principal payments 
(whether regularly scheduled payments, voluntary 
or mandatory prepayments (including, without 
limitation, by reason of any reduction of the Total 
Commitment and/or the Supplemental Availability) 
or occurring by reason of acceleration or otherwise) 
of all Indebtedness (including, without limitation, 
Capitalized Lease Obligations, Restructuring 
Obligations, Indebtedness issued under the Senior 
Indenture and under the Senior Subordinated 
Indenture) made or scheduled to have been made by 
the Borrowers and their respective subsidiaries 
(other than principal payments on Loans except to 
the extent paid to permanently reduce the Total 
Commitment and/or the Supplemental Availability), 
for such four-quarter period, in each case 
determined on a Consolidated basis in accordance 
with generally accepted accounting principles.

1.1             SECTION     The definition of Interest 
Coverage Ratio contained in Article I of the Credit 
Agreement is hereby deleted in its entirety and the 
following is hereby substituted therefor:
1.2 
1.3     "Interest Coverage Ratio" shall mean, for any fiscal 
period, the ratio of (i) EBITDA of the Borrowers and their 
respective subsidiaries for the four most recent consecutive 
fiscal quarters ending on or prior to the date of 
determination, to (ii) the Interest Expense of the Borrowers 
and their respective subsidiaries (including, without 
limitation interest on Restructuring Obligations), for such 
four-quarter period.
1.4 
1.5             SECTION     The definition of Leverage 
Ratio contained in Article I of the Credit Agreement is 
hereby deleted in its entirety and the following is hereby 
substituted therefor:
1.6 
	"Leverage Ratio" shall mean, at the end of 
any fiscal quarter, the ratio of (i) the sum of (x) all 
Indebtedness of the Borrowers and their respective 
subsidiaries (including, without limitation, the 
amount of Obligations outstanding under this 

<PAGE>

Agreement (whether for principal, interest or 
premium), the Indebtedness under the Senior Notes 
and Indebtedness under the Senior Subordinated 
Notes, but excluding Intercompany Indebtedness, 
Indebtedness to trade creditors incurred in the 
ordinary course of business and A.I. Credit Corp. 
Indebtedness) and (y) $0 from the Initial Closing 
Date through 1/2/1999, thereafter, Restructuring 
Obligations, as at the date of determination to 
(ii) EBITDA of the Borrowers and their respective 
subsidiaries for the four-quarter period ending at the 
date of determination, in each case determined on a 
Consolidated basis in accordance with generally 
accepted accounting principles. 

1.1             SECTION     The definition of Supplemental 
Availability is hereby amended by deleting the phrase "plus 
the aggregate amount of the Commitments set forth on 
Schedule 2.01(a), if any" at the end of such definition.
1.2 
1.3             SECTION     Section 2.07(b)(i) of the Credit 
Agreement is hereby amended by deleting the phrase ", and 
on each such date, the Total Commitment shall be 
permanently reduced by an amount equal to such 
reduction"
1.4 
1.5             SECTION     Section 2.01(a) of the Credit 
Agreement is hereby amended by adding the phrase "up to 
seventy percent (70%) for the time periods March 1, 1999 
through April 30, 1999 and September 1, 1999 through 
October 31, 1999 and" immediately after the phrase "an 
amount equal to the sum of (i)" as it appears in clause 
(1)(B) of such Section 2.01(a).
1.6 
1.7             SECTION     Section 2.01(a) of the Credit 
Agreement is hereby further amended by adding the phrase 
"at all other times," immediately after the phrase "sixty-five 
percent (65%)" as it appears in clause (1)(B) of such 
Section 2.01(a).
1.8 
1.9             SECTION     Section 7.03 (xii) of the Credit 
Agreement is hereby amended by deleting the phrase 
"Indebtedness to A.I. Credit Corp. incurred in connection 
with a Premium Finance Agreement, Disclosure Statement 
and Security Agreement dated as of May 29, 1997, as 
amended, in a maximum amount of $28,000,000" and 
substituting the phrase "A.I. Credit Corp. Indebtedness" 
therefor.
1.10 
1.11            SECTION     Section 7.07 of the Credit 
Agreement is hereby amended in its entirety to read as 
follows:
1.12 
		SECTION 7.07. Capital 
Expenditures and Other Obligations. Permit the 
aggregate amount of payments made, without 
duplication, for Capital Expenditures, Capitalized 
Lease Obligations and Indebtedness secured by 
Liens permitted under Section 7.01(e) and/or 
Section 7.01(k) hereof (excluding Capital 
Expenditures in respect of Reinvestment Assets to 
the extent funded with the Net Cash Proceeds of 
Asset Sales), at the end of each fiscal period set 
forth below to be greater than:


Date of Determination                Amount

The Fiscal Year ending 
   January 2, 1999                   $70,000,000

The Fiscal Quarter ending 
   March 27, 1999                    $17,000,000

The two Fiscal Quarter 
period
   ending June 19,1999               $38,000,000

The three Fiscal Quarter 
period     ending September 
11, 1999                             $57,000,000

The Fiscal Year ending 
   January 1, 2000                   $75,000,000


Each Fiscal Quarter 
thereafter,                          50% of EBITDA for
   for the four most recent          such period              
consecutive fiscal quarters 
of 
   the Borrowers and their 
respective       Consolidated 
subsidiaries 
Amount



1.1             SECTION     Section 7.08 of the 
Credit Agreement is hereby amended in its entirety to read 
as follows:
1.2 
	SECTION 7.08. Fixed Charge Coverage 
Ratio.  (a)  If as of the last day of any fiscal month 
(each, a "Fixed Charge Test Date"), the average 
daily Undrawn Availability for such fiscal month is 
less than $15,000,000, permit the Fixed Charge 
Coverage Ratio at the end of each fiscal quarter, 
commencing with the first fiscal quarter starting 
after the fiscal month in which such Fixed Charge 
Test Date occurred, to be less than 1.00:1.00.  
Within three (3) Business Days after each Fixed 
Charge Test Date, the Borrowers shall provide the 
Agent with a certificate from a Financial Officer 
setting forth the calculation of the average daily 
Undrawn Availability for the fiscal month then 
ended.

	(b) Beginning with the first fiscal quarter 
commencing after any Fixed Charge Test Date 
where the average daily Undrawn Availability for 
the fiscal month ending on such Fixed Charge Test 
Date is less than $15,000,000, if the average daily 
Undrawn Availability for each of any two 
consecutive fiscal quarter periods remains above 
$15,000,000, the Fixed Charge Coverage Ratio may 
thereafter be less than 1.00:1.00 until any Fixed 
Charge Test Date where the average daily Undrawn 
Availability for the fiscal month ending on such 
Fixed Charge Test Date is less than $15,000,000 at 
which time paragraph (a) of this Section 7.08 shall 
apply.  

<PAGE>

1.1             SECTION     Section 7.09 of the 
Credit Agreement is hereby amended in its entirety to read 
as follows:
1.2 
		SECTION 7.09. Leverage Ratio.  
Permit the Leverage Ratio at the end of each fiscal 
quarter set forth below to be greater than:


Date of Determination                      Ratio



The Fiscal Quarters ending 
January 3, 1998 and March 28, 1998         5.50:1.00

The Fiscal Quarter ending 
June 20, 1998                              6.00:1.00

The Fiscal Quarter ending 
September 12, 1998                         6.00:1.00

The Fiscal Quarters ending
January 2, 1999 and March 27, 1999         5.30:1.00


The Fiscal Quarters ending 
June 19, 1999, September 11, 1999 
and January 1, 2000                        5.25:1.00


Each Fiscal Quarter ending
in Fiscal Year 2000                        4.30:1.00


Each Fiscal Quarter ending
in Fiscal Year 2001                        3.90:1.00


Each Fiscal Quarter ending
in Fiscal Year 2002                        3.60:1.00


Each Fiscal Quarter ending
in Fiscal Year 2003                        3.40:1.00



1.1             SECTION     Section 7.10 of the Credit 
Agreement is hereby amended by deleting the amount 
"1.80" as it appears in the "Ratio" column opposite the 
phrase "Each Fiscal Quarter ending in Fiscal Year 1999" 
and substituting the amount "1.70" therefor.


<PAGE>

1       SECTION WAIVER AND CONSENT TO THE REAL ESTATE SALES
2 
2.1             SECTION     The Agent and the Lenders 
hereby consent to the Real Estate Sales as described above 
pursuant to the Real Estate Purchase Agreements and agree 
to release any Lien on the Real Estate Parcels by the Agent 
for the benefit of the Lenders.

1.1             SECTION     The Agent and the Lenders 
hereby waive the requirement of Section 2.09(d)(i) of the 
Credit Agreement that the Borrowers make a mandatory 
prepayment of the Loans in an amount equal to 100% of 
the Net Cash Proceeds received by the Borrowers from the 
Real Estate Sales.
1.2 
1.3             SECTION     The Agent and the Lender 
hereby agree that the provision of Section 2.07(b)(ii) of the 
Credit Agreement with respect to the mandatory permanent 
reduction of the Total Commitment and Supplemental 
Availability shall not apply to the Net Cash Proceeds 
received by the Borrowers from the Real Estate Sales.
1.4 
1.5             SECTION     The Agent and the Lenders 
acknowledge that the Borrowers have made a Reinvestment 
Election pursuant to Section 2.09(d)(i) of the Credit 
Agreement with regard the Net Cash Proceeds received by 
the Borrowers from the Real Estate Sales.
1.6 
1.7             SECTION     The Agent and the Lenders 
agree that any Net Cash Proceeds from the Real Estate 
Sales reinvested in Reinvestment Assets shall not be 
applied toward (x) the $1,000,000 per Fiscal Year limit or 
(y) the $5,000,000 limit from the Initial Closing Date until 
the Final Maturity Date on such reinvestment as provided 
in Section 2.09(d)(i) of the Credit Agreement. 

1       SECTION ADDITIONAL AGREEMENTS
2 
2.1             SECTION     The Borrowers hereby consent 
to the assignment, pursuant to Section 11.03 of the Credit 
Agreement, of any or all of the increase in the Total 
Commitment contemplated hereunder by any existing 
Lender to any Person.

1.1             SECTION     The Borrowers hereby agree to 
deliver to the Agent fully executed amendments to each 
Mortgage reflecting the increase in the Total Commitment 
within ten (10) Business Days of the date hereof and that 
the failure to do so shall be an Event of Default.

1       SECTION CONDITIONS PRECEDENT
2 
		This Amendment shall become effective on 
such date as the following conditions have been satisfied in 
full or waived by the Agent in writing:

1.1             SECTION     The Agent shall have received 
in form and substance satisfactory to the Agent and its 
counsel:
1.2 
		(a)     A certificate signed by the 
Secretary of each Borrower, Grantor and Guarantor, 

<PAGE>

dated the date hereof, certifying that attached 
thereto is a true and complete copy of resolutions 
adopted by such person's Board of Directors 
authorizing the execution, delivery and performance 
of this Amendment, and that such resolutions have 
not been modified, rescinded or amended and are in 
full force and effect.

		(b)     A certificate signed by a 
Financial Officer of each Borrower and Guarantor, 
that (i) the representations and warranties made in 
this Amendment are true and correct, both 
immediately prior to and after giving effect to the 
transactions contemplated herein, and (ii) there 
exists no unwaived Default or Event of Default both 
immediately prior to and after giving effect to the 
transactions contemplated herein.

		(c)     Counterparts of this 
Amendment executed by each Borrower, each 
Guarantor, each Grantor and the Required Lenders 
shall have been delivered to the Agent.

		(d)     Evidence that this 
Amendment and the transactions contemplated 
herein shall not violate or contravene any credit 
agreement, indenture or other agreement to which 
any Borrower, Guarantor or Grantor is a party.

		(e)     An opinion of Butler, Snow, 
O'Mara, Stevens & Cannada, PLLC, addressed to 
the Agent and the Lender, as to the authorization, 
execution and delivery of this Amendment and the 
Notes delivered herewith and the non-contravention 
of this Amendment with credit agreement, indenture 
or other agreement to which any Borrower, 
Guarantor or Grantor is a party.

		(f)     Each Lender that has 
increased its Commitment shall have received Notes 
reflecting such increase in Commitment duly 
executed by the Borrowers.

		(g)     The Agent shall have 
received (i) for the pro rata benefit of the Lenders 
(based on the Lenders' respective commitments 
immediately prior to the Amendment) an 
amendment fee of $184,375 and (ii) for the pro rata 
benefit of the Lenders (based on the increase in the 
Lenders' respective commitments contained herein) 
an increased line fee of $43,750.

		(h)     The Agent shall have 
received an executed copy of the fee letter between 
the Borrowers and Fleet Capital Corporation.
		(i)     Fully executed copies of the 
Real Estate Purchase Agreements.

		(j)     Such other approvals, 
opinions or documents as the Agent may reasonably 
request.

1.1             SECTION     All representations and 
warranties contained in this Amendment or otherwise made 
in writing to the Agent in connection herewith shall be true 
and correct in all material respects.
1.2 
1.3             SECTION     No unwaived Default or Event 
of Default has occurred and is continuing.

<PAGE>

1.4 
1.5             SECTION     Kaye, Scholer, Fierman, Hays 
& Handler, LLP, counsel to the Agent, shall have received 
payment in full for all legal fees charged, and all costs and 
expenses incurred, by such counsel in connection with the 
transactions contemplated under this Amendment and the 
other Loan Documents and instruments in connection 
herewith and therewith.

1       SECTION MISCELLANEOUS
2 
2.1             SECTION     Each of the Borrowers and 
each Guarantor reaffirms and restates the representations 
and warranties set forth in Article IV of the Credit 
Agreement, as amended by this Amendment, and all such 
representations and warranties shall be true and correct on 
the date hereof with the same force and effect as if made on 
such date (except insofar as such representation and 
warranties relate expressly to an earlier date).  Each of the 
Borrowers and each Guarantor represents and warrants 
(which representations and warranties shall survive the 
execution and delivery hereof) to the Agent that:

(a)             It has the corporate power and 
authority to execute, deliver and carry out the terms 
and provisions of this Amendment and has taken or 
caused to be taken all necessary corporate action to 
authorize the execution, delivery and performance 
of this Amendment;

(a)             No consent of any other person 
(including, without limitation, shareholders or 
creditors of any Borrower or a Guarantor), and no 
action of, or filing with any governmental or public 
body or authority is required to authorize, or is 
otherwise required in connection with the 
execution, delivery and performance of this 
Amendment;

(a)             This Amendment and the other 
instruments and documents contemplated hereby 
have been duly executed and delivered by a duly 
authorized officer on behalf of such party, and 
constitutes a legal, valid and binding obligation of 
such party enforceable against such party in 
accordance with its terms, subject to bankruptcy, 
reorganization, insolvency, moratorium and other 
similar laws affecting the enforcement of creditors' 
rights generally and the exercise of judicial 
discretion in accordance with general principles of 
equity; and

(a)             The execution, delivery and 
performance of this Amendment and the other 
instruments and documents contemplated hereby 
will not violate any law, statute or regulation, or any 
order or decree of any court or governmental 
instrumentality, or conflict with, or result in the 
breach of, or constitute a default under any 
contractual obligation of such party.

1.1             SECTION     Nothing herein shall be 
deemed to be a waiver of any covenant or agreement 
contained in the Credit Agreement, and each Borrower and 
each Guarantor hereby agrees that all of the covenants and 
agreements contained in the Credit Agreement and the 
other Loan Documents are hereby ratified and confirmed in 
all respects and shall remain in full force and effect in 

<PAGE>


accordance with their respective terms.
1.2 
1.3             SECTION     All references to the Credit 
Agreement in the Credit Agreement or any other Loan 
Document and the other documents and instruments 
delivered pursuant to or in connection therewith shall mean 
such Agreement as amended hereby and as each may in the 
future be amended, restated, supplemented or modified 
from time to time.
1.4 
1.5             SECTION     This Amendment may be 
executed by the parties hereto individually or in 
combination, in one or more counterparts, each of which 
shall be an original and all of which shall constitute one 
and the same agreement.
1.6 
1.7             SECTION     Delivery of an executed 
counterpart of a signature page by telecopier shall be 
effective as delivery of a manually executed counterpart. 

1.1             SECTION     This Amendment shall be 
governed by, and construed and interpreted in accordance 
with, the laws of the State of New York.
1.2 
1.3             SECTION     The parties hereto shall, at any 
time and from time to time following the execution of this 
Amendment, execute and deliver all such further 
instruments and take all such further action as may be 
reasonably necessary or appropriate in order to carry out 
the provisions of this Amendment.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


		IN WITNESS WHEREOF, the parties have 
caused this Amendment to be executed by their respective 
officers thereunto duly authorized, as to the date first above 
written.

				 JITNEY-JUNGLE STORES OF AMERICA, INC.,
				 as Borrower and as Guarantor


					
				 By______________________
				    Name:
				    Title:


				 SOUTHERN JITNEY JUNGLE COMPANY, 
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


				 McCARTY-HOLMAN CO., INC., 
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


				 JITNEY-JUNGLE BAKERY, INC., 
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


				 PUMP AND SAVE, INC., 
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


					
				 INTERSTATE JITNEY JUNGLE STORES, INC.,
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


					
				 DELCHAMPS, INC., 
				 as Borrower and as Guarantor


					
				 By_____________________
				    Name:
				    Title:


				 JJ CONSTRUCTION CORP., 
				 as Guarantor

					


				 By_____________________
				    Name:
				    Title:



					
				 SUPERMARKET CIGARETTE SALES, INC., 
				 as Guarantor
					


				 By_____________________
				    Name:
				    Title:


				 FLEET CAPITAL CORPORATION, 
				 as Agent

					
				 
				 By______________________
				    Name:
				    Title:


				 FLEET CAPITAL CORPORATION, as Lender



				 By______________________
				    Name:
				    Title:


				 PNC BANK, NATIONAL ASSOCIATION, as Lender


					
				 By______________________
				    Name:
				    Title:
			

				 HELLER FINANCIAL INC., as Lender


					
				 By______________________
				    Name:
				    Title:


				 IBJ WHITEHALL BUSINESS CREDIT CORP., as Lender


					
				 By______________________
				    Name:
				    Title:




				 NATIONAL BANK OF CANADA, a Canadian  
				 Chartered Bank, as Lender


					
				 By______________________
				    Name:
				    Title:


				 NATIONAL CITY BANK, as Lender


					
				 By______________________
				    Name:
				    Title:


				 DEUTSCHE FINANCIAL SERVICES CORPORATION, 
				 as Lender


					
				 By______________________
				    Name:
				    Title:


				 FLEET BANK, N.A., as a Letter of Credit Issuer


					
				 By_______________________
				    Name:
				    Title:



								
				

							     SCHEDULE 2.01


				Commitments


Lender                                                           Commitment
______                                                           __________
Fleet Capital Corporation               $63,966,666.67
60 East 42nd Street
New York, New York  10017
Attention:      Mr. Thomas Maiale
Tel #:  (212) 885-8826
Fax #: (212) 885-8829


Heller Financial, Inc.                  $34,416,666.67 
101 Park Avenue
New York, New York  10178
Attention:      Mr. Tom Bukowski
Tel #:  (212) 880-7169
Fax #: (212) 880-7002

PNC Bank, National Association          $15,733,333.33
2 PNC Plaza 18th Floor
620 Liberty Avenue
Pittsburgh, PA 15222
Attention: Mr. Richard Muse
Tel #: (412) 762-4471
Fax #: (412) 762-4069

IBJ Whitehall Business Credit Corp.     $13,766,666.67 
One State Street
New York, New York  10004
Attention:      Mr. Jim Steffy
Tel #:  (212) 858-2094
Fax #:  (212) 858-2151

National Bank of Canada,                $12,783,333.33
 a Canadian Chartered Bank
125 West 55th Street
New York, New York  10019
Attention:      Mr. Jim Norvell
Tel #:  (212) 632-8560
Fax #:  (212) 632-8564

Deutsche Financial Services             $11,800,000.00  
 Corporation
3225 Cumberland Boulevard Suite 700
Atlanta, GA 30339
Attention:      Mr. Stephan Metts
Fax #:  (770) 933-8571

National City Bank                      $9,833,333.33 
1900 East Ninth Street
Cleveland, Ohio  44114
Attention:      Mr. Joseph D. Robison
Tel #:  (216) 575-9254
Fax #:  (216) 575-9396

Total Commitment                        $162,300,000