SEVENTH AMENDMENT TO AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT


         This  Seventh  Amendment  to  Amended  and  Restated  Revolving  Credit
Agreement  (the  "Seventh  Amendment")  is made as of the 15th day of September,
1999 by and among

         Dollar Tree Distribution, Inc. (the "Borrower"), a Virginia corporation
         having its chief  executive  office at 500 Volvo  Parkway,  Chesapeake,
         Virginia 23320;

         Dollar Tree Stores,  Inc. ("DTS"),  a Virginia  corporation  having its
         chief  executive  office at 500  Volvo  Parkway,  Chesapeake,  Virginia
         23320;

         Dollar Tree Management, Inc. ("DTM"), a Virginia corporation having its
         chief  executive  office at 500  Volvo  Parkway,  Chesapeake,  Virginia
         23320;

         BankBoston,  N.A.  (f/k/a The First  National Bank of Boston),  Bank of
         America,  N.A. (f/k/a  NationsBank,  N.A.),  Crestar Bank,  First Union
         National Bank (f/k/a First Union  National  Bank of Virginia),  Amsouth
         Bank of Alabama, Union Bank of California, N.A. and all other financial
         institutions  which are now or may  hereafter  become  parties  to such
         Amended  and  Restated  Revolving  Credit  Agreement  (individually,  a
         "Lender" and collectively, the "Lenders"); and

         BankBoston,  N.A. (f/k/a The First National Bank of Boston), a national
         banking  association  having  its head  office at 100  Federal  Street,
         Boston, Massachusetts,  as Agent for the Lenders (in such capacity, the
         "Agent").

in  consideration  of the mutual  covenants  herein contained and benefits to be
derived herefrom,

                              W I T N E S S E T H:

         WHEREAS, the Borrower, DTS, DTM, the Agent and the Lenders entered into
an Amended and Restated  Revolving  Credit  Agreement  dated as of September 27,
1996, as amended by a First Amendment to Amended and Restated  Revolving  Credit
Agreement  dated January 25, 1997, as further  amended by a Second  Amendment to
Amended  and  Restated  Revolving  Credit  dated as of May 8,  1997,  as further
amended by a Third Amendment to Amended and Restated  Revolving  Credit dated as
of September 2, 1997,  as further  amended by a Fourth  Amendment to Amended and
Restated  Revolving Credit dated as of November 7, 1997, as further amended by a
Fifth Amendment to Amended and Restated  Revolving  Credit Agreement dated as of
September  30, 1998 and as further  amended by a Sixth  Amendment to Amended and
Restated Revolving Credit Agreement dated as of December 31, 1998 (collectively,
the "Agreement"); and


                                        1

<PAGE>



         WHEREAS,  the Borrower,  DTS, DTM, the Agent, and the Lenders desire to
further modify and amend the Agreement, as provided herein.

         NOW, THEREFORE, it is hereby agreed as follows:

         1.       Definitions.   All  capitalized  terms  used  herein  and  not
                  otherwise defined shall have the same meaning herein as in the
                  Agreement.

         2.       Amendments  to  Section  8.  The  provisions  of  ss.8  of the
                  Agreement are hereby amended as follows:

                  (a)      The  provisions  of Section 8.1 of the  Agreement are
                           hereby amended by adding the following clauses at the
                           end thereof:

                           (i) Indebtedness arising under Capitalized Leases.

                           (j) Other  Indebtedness in an aggregate amount not to
                           exceed ten percent  (10%) of the  Consolidated  Total
                           Assets of the  Obligors  (other  than those  properly
                           classified  as  intangible   assets  under  Generally
                           Accepted Accounting Principles) at any
                           one time.

                  (b)      The  provisions  of Section 8.4 of the  Agreement are
                           hereby amended by adding the following  clause at the
                           end thereof:

                           ,or (iii) as long as no  Default  or Event of Default
                           then exists or would arise  therefrom,  the merger of
                           any other Person with any Obligor,  provided that the
                           Obligor is the surviving  entity and provided further
                           that the  consideration  paid by the  Obligors in any
                           such  merger  consists  of  any  combination  of  (A)
                           capital  stock of DTS and/or (B) other  consideration
                           not to exceed ten percent  (10%) of the  Consolidated
                           Total  Assets  of  the  Obligors  (other  than  those
                           properly   classified  as  intangible   assets  under
                           Generally Accepted Accounting Principles) immediately
                           prior to giving effect to such merger.

                  (c)      The  provisions  of Section 8.7 of the  Agreement are
                           hereby   amended  by  adding  the  following   clause
                           immediately after clause (c) thereof:

                           ,or (d) as long as no  Default  or Event  of  Default
                           then  exists or would arise  therefrom,  (i) from and
                           after  the  date  of the  Seventh  Amendment  to this
                           Agreement, repurchases or redemptions of the

                                        2

<PAGE>



                           capital  stock of DTS in an  aggregate  amount not to
                           exceed  $50,000,000.00,  and (ii) other Distributions
                           which  in  any  fiscal  year  do  not  exceed  in the
                           aggregate  twenty percent (20%) of  Consolidated  Net
                           Income for the immediately preceding fiscal year,

                  (d)      The  provisions  of Section 8.8 of the  Agreement are
                           hereby  amended by adding the following at the end of
                           the first sentence thereof:

                           ,  provided   however,   that  without  limiting  the
                           provisions  of the second  sentence  of this  Section
                           8.8,   the   Obligors   may   maintain  a  Subsidiary
                           established   or  acquired  in  connection   with  an
                           acquisition or merger  permitted  pursuant to Section
                           8.4  hereof  for a  period  of  twelve  months  after
                           consummation of such acquisition or merger.

                  (e)      The  provisions  of Section  8.10(c) of the Agreement
                           are hereby deleted in their entirety, effective as of
                           December 10, 1998.

         3.       Ratification of Loan Documents. Except as provided herein, all
                  terms  and  conditions  of  the  Agreement  and the other Loan
                  Documents remain in full force and  effect.  The Obligors each
                  hereby  ratify,  confirm, and  reaffirm  all  representations,
                  warranties, and  covenants contained  therein  and acknowledge
                  and agree  that none  of them have  any  offsets, defenses, or
                  counterclaims  against  the  Agent  or  any Lender thereunder,
                  and  to  the  extent  that  any  such  offsets,  defenses,  or
                  counterclaims may exist, each of the Obligors hereby waive and
                  release the Agent and Lenders therefrom.

         4.       Miscellaneous.

                  (a)      This  Seventh  Amendment  may be  executed in several
                           counterparts   and  by  each   party  on  a  separate
                           counterpart,  each  of  which  when so  executed  and
                           delivered  shall  be an  original,  and all of  which
                           together shall constitute one instrument.

                  (b)      This   Seventh   Amendment   expresses   the   entire
                           understanding  of the  parties  with  respect  to the
                           transactions    contemplated    hereby.    No   prior
                           negotiations or discussions  shall limit,  modify, or
                           otherwise affect the provisions hereof.

         IN WITNESS WHEREOF, the undersigned have hereunto executed this Seventh
Amendment as a sealed instrument as of the date first above written.

                                        3

<PAGE>




                                             DOLLAR TREE DISTRIBUTION, INC.


                                      By:/s/ Frederick C.Coble
                                         -------------------------
                                             Name: Frederick C. Coble
                                             Title: Senior Vice President, CFO

                                             DOLLAR TREE STORES, INC.


                                      By:/s/ Frederick C. Coble
                                         -------------------------
                                             Name: Frederick C. Coble
                                             Title: Senior Vice President, CFO

                                             DOLLAR TREE MANAGEMENT, INC.


                                      By:/s/ Frederick C. Coble
                                         -------------------------
                                             Name: Frederick C. Coble
                                             Title: Senior Vice President, CFO

                                             BANKBOSTON, N.A. (f/k/a THE
                                             FIRST NATIONAL BANK OF
                                             BOSTON), individually and as
                                             Agent


                                       By:/s/ Kathleen a. Dimock
                                          -------------------------
                                             Name: Kathleen A. Dimock
                                             Title: Vice President


                                        4

<PAGE>


                                             CRESTAR BANK


                                       By:/s/ Bruce W. Nave
                                          --------------------
                                             Name: Bruce W. Nave
                                             Title: Senior Vice President

                                             FIRST UNION NATIONAL BANK
                                             f/k/a FIRST UNION NATIONAL
                                             BANK OF VIRGINIA


                                       By:/s/ Eileen McCrickard
                                          ------------------------
                                             Name: Eileen McCrickard
                                             Title: Vice President

                                             BANK OF AMERICA, N.A.
                                             f/k/a NATIONSBANK, N.A.


                                       By:/s/ Paula H. Smith
                                          ----------------------
                                             Name: Paula H. Smith
                                             Title: Senior Vice President

                                             UNION BANK OF CALIFORNIA, N.A.


                                       By:/s/ Sonja Sevcik
                                          -------------------
                                             Name: sonja Sevcik
                                             Title: Assist. Vice President

                                             AMSOUTH BANK OF ALABAMA


                                       By:/s/ Brock E. Fredette
                                          ------------------------
                                             Name: Brock E. Fredette
                                             Title: Vice President







                                        5