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                                                                   EXHIBIT 10.9
     
                                       
                THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
     
     
     This Third Amendment to Revolving Credit Agreement (this "Amendment"), 
effective as of the 15th day of February, 1998, among LOT$OFF CORPORATION, 
50-OFF TEXAS STORES, L.P., 50-OFF OPERATING COMPANY, and 50-OFF MULTISTATE 
OPERATIONS, INC., as Borrowers (collectively, the "Borrowers"), and GENERAL 
ELECTRIC CAPITAL CORPORATION, as Lender (the "Lender"),  
     
                             W I T N E S S E T H:
     
     WHEREAS, the Borrowers and the Lender are parties to that certain 
Revolving Credit Agreement dated as of June 16, 1997, as amended by that 
certain First Amendment to Revolving Credit Agreement dated as of August 28, 
1997 and by that certain Second Amendment to Revolving Credit Agreement dated 
as of December 22, 1997(as further amended, modified, restated or 
supplemented from time to time, the "Credit Agreement"); and
     
     WHEREAS, the Borrowers have requested that certain terms of the Credit 
Agreement be amended, and the Lender has agreed to the requested amendments 
on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth above, the 
terms and conditions contained herein and other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the parties agree that all capitalized terms used but not otherwise defined 
herein shall have the meanings ascribed thereto in the Credit Agreement, and 
further agree as follows:
     
     1.  AMENDMENTS TO ARTICLE 1. Article 1 of the Credit Agreement is hereby 
amended by deleting the definition of "OVER ADVANCE AMOUNT" set forth therein 
in its entirety and replacing such definition with the following:
          
         "OVER ADVANCE AMOUNT" shall mean (a) from December 22, 1997 
     through December 31, 1997, the amount of $1,000,000; (b) from January 1, 
     1998 through February 26, 1998, the amount of $2,000,000; and (c) on 
     February 27, 1998 and at all times thereafter, zero. 

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     2.  AMENDMENT TO SECTION 2.14. Section 2.14 of the Credit 
Agreement, CLOSING, ADMINISTRATION, AND NON-USE FEES, is hereby amended by 
deleting the last sentence in subsection (d) thereof in its entirety and 
replacing such sentence with the following:
          
               Additionally, the Borrowers hereby agree to pay to the Lender 
     on February 27, 1998, a fee in the amount of 2.5% of the Lawsuit Proceeds 
     by executing and delivering to the Lender on February 27, 1998, such 
     documents and agreements (including opinions of counsel) as may be 
     necessary or requested by the Lender to convey to the Lender 2.5% of the 
     Borrowers' right, title and interest in and to the Lawsuit Proceeds, in 
     form and substance satisfactory to the Lender; provided, however, the 
     Borrowers shall not be required to pay such fee if, on February 27, 1998, 
     the Borrowers make the mandatory repayment of the Funded Over Advance 
     Amount required by Section 2.18 hereof. 
     
     3.   AMENDMENT TO SECTION 2.18. Section 2.18 of the Credit 
Agreement, MANDATORY REPAYMENT OF FUNDED OVER ADVANCE AMOUNT, is hereby 
deleted in its entirety and replaced with the following:
          
               2.18 MANDATORY REPAYMENT OF FUNDED OVER ADVANCE AMOUNT. On 
     February 27, 1997, the Borrowers shall make a mandatory repayment of the 
     Loan in the amount of the then outstanding principal balance of the Funded 
     Over Advance Amount, together with accrued interest thereon, and such 
     repayment shall be applied to the Funded Over Advance Amount of the Loan.
     
     4.  NO OTHER AMENDMENT.  Except for the amendments expressly 
set forth above, the text of the Credit Agreement and all other Loan 
Documents shall remain unchanged and in full force and effect.  The Borrowers 
acknowledge and expressly agree that the Lender reserves the right to, and 
does in fact, require strict compliance with all terms and provisions of the 
Credit Agreement and the other Loan Documents.
          
     5.  REPRESENTATIONS AND WARRANTIES.  Each Borrower hereby represents and 
warrants in favor of the Lender as follows:
     
               (a)   Such Borrower has the corporate power and authority (i) 
     to enter into this Amendment and (ii) to do all acts and things as are 
     required or contemplated hereunder to be done, observed and performed by 
     it;
     
               (b)   This Amendment has been duly authorized, validly executed 
     and delivered by one or more authorized signatories of such Borrower, and 
     constitutes the legal, valid and binding obligation of such Borrower, 
     enforceable against it in accordance with its terms;
     
               (c)   The execution and delivery of this Amendment and 
performance by such Borrower under the Credit Agreement, as amended hereby,
do not and will not require the consent or 

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     approval of any regulatory authority or governmental authority or agency 
     having jurisdiction over such Borrower which has not already been 
     obtained, nor contravene or conflict with the charter documents of such 
     Borrower, or the provision of any statute, judgment, order, indenture, 
     instrument, agreement, or undertaking, to which such Borrower is party 
     or by which any of its properties are or may become bound;
     
               (d)   As of the date hereof, and after giving effect to this
     Amendment (i) no Default or Event of Default exists under the Credit 
     Agreement or is caused by this Amendment other than as disclosed on 
     Schedule 1 attached hereto (and the Borrowers acknowledge that no Default 
     or Event of Default disclosed on such Schedule 1 has been waived by the 
     Lender and that the Lender reserves all rights and remedies with respect 
     to such Defaults or Events of Default) and, and (ii) to the best of the 
     Borrowers' knowledge, each representation and warranty set forth in 
     Article 4 of the Credit Agreement is true and correct in all material 
     respects, except (x) to the extent previously fulfilled in accordance with 
     the terms of the Credit Agreement, as amended hereby, or (y) to the extent 
     relating specifically to the Closing Date.

     6.  CONDITIONS PRECEDENT TO EFFECTIVENESS.  This Amendment 
shall become effective on the date that the Lender shall have received a duly 
executed original signature page to this Amendment from the Borrowers. 
     
     7.  GOVERNING LAW.  This Amendment shall be governed by and 
construed in accordance with the laws of the State of Georgia, without 
reference to the conflicts or choice of law principles thereof.
     
     8.  LOAN DOCUMENT.  This Amendment shall be deemed to be a Loan Document 
for all purposes.
     
     9.  EXPENSES.  The Borrowers agree to pay all reasonable expenses of the 
Lender incurred in connection with this Amendment, including, without 
limitation, all fees and expenses of counsel to the Lender.
     
    10.  COUNTERPARTS.  This Amendment may be executed by one or more of the 
parties hereto on any number of separate counterparts, each of which shall be 
deemed an original and all of which, taken together, shall be deemed to 
constitute one and the same instrument.  Delivery of an executed counterpart 
of this Amendment by facsimile transmission shall be as effective as delivery 
of a manually executed counterpart hereof.
     
     
     
     
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          IN WITNESS WHEREOF, the parties hereto have caused their respective 
duly authorized officers or representatives to execute and deliver this 
Amendment as of the day and year first written above.
     
     BORROWERS:          LOT$OFF CORPORATION, a Delaware corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II   
                              ------------------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
     
          50-OFF MULTISTATE OPERATIONS, INC.,a Nevada corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II   
                              ------------------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
          50-OFF OPERATING COMPANY, a Nevada corporation
     
     
                         By:  /s/ Charles J. Fuhrmann II   
                              ------------------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
          50-OFF TEXAS STORES, L.P., a Texas limited partnership
     
                         By:  50-OFF Texas Management, Inc.,
                              a Nevada corporation,
                              its managing general partner
     
     
                         By:  /s/ Charles J. Fuhrmann II   
                              ------------------------------------------
                              Charles J. Fuhrmann, II
                              President
     
     
     
     
     
     
     LENDER:             GENERAL ELECTRIC CAPITAL CORPORATION
     
     
                         By:  /s/ Timothy C. Huban
                              ------------------------------------------
                         Timothy C. Huban
                         Its: Senior Vice President       
                              ------------------------------------------
     
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SCHEDULE 1 - EXISTING DEFAULTS AND EVENTS OF DEFAULT