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                                                                    EXHIBIT 10-B

Class A Common Stock

                  SUBSCRIPTION TO SHARES OF TRUE VALUE COMPANY
WORLD HEADQUARTERS      8600 W. BRYN MAWR AVE.      CHICAGO, ILLINOIS 60631-3505

                        THESE ARE SPECULATIVE SECURITIES

     The undersigned hereby subscribes and agrees to pay for sixty (60) shares
of the Class A Common Stock of TRUE VALUE COMPANY, a Delaware corporation
(herein called the "Company") at the price of $100 per share, such purchase
price to be payable in accordance with the following terms:

                            $6,000.00 check attached
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     Said shares shall be issued to the undersigned when fully paid for.

     The undersigned acknowledges receipt of a copy of the currently effective
Prospectus, descriptive of the offering of said shares of Class A Common Stock.
Contemporaneously with the execution hereof, the undersigned is executing and
delivering a Member Agreement with the Company.

     The undersigned in consideration of the acceptance by the Company of this
     subscription and in consideration of the subscriptions of other subscribers
     to shares of the Company upon like terms, agrees with the Company, and
     with the other subscribers and Stockholders of the Company to be bound by
     all of the provisions of the Certificate of incorporation and By-laws of
     the Company, as from time to time amended, including the provisions
     thereof which state the designations and the powers, preferences and
     rights, and the qualifications, limitations and restrictions of the Class
     A Common Stock and Class B Common Stock of the Company, which include,
     without limiting the generality of the foregoing, provisions specifying
     the following rights and powers:

     (I)    the Company's right by a two-thirds vote of its Directors, to
            purchase, when in the best interests of the company, all of the
            Class A and B Common Stock owned by any stockholder;

     (II)   the obligation of the Company to buy and the obligation of any
            stockholder to sell all Class A and Class B Common Stock owned by a
            stockholder in the event of termination of the Member Agreement
            between the Company and the stockholder;

     (III)  the Company's option to purchase, at par value, in the event of any
            proposed or attempted disposition of any common stock of the Company
            by any stockholder; and

     (IV)   the Company's lien upon and right of set-off against all the shares
            of every stockholder to secure payment of such indebtedness of any
            such stockholder to the Company as may from time to time exist for
            whatever reasons.

If the funds necessary to consummate any such purchase of a stockholder's shares
shall have been duly provided by the Company and shall be available to the
stockholder on the date of purchase fixed in the written demand addressed to
the stockholder, then from and after such date all rights and privileges
incident to the ownership of the shares (including, but not limited to, the
right of dividends thereon) shall cease, except only the right to receive the
purchase price plus a sum equal to any dividends declared but unpaid at said
date and accrued Patronage Dividends for the relevant year or a portion thereof
(to be paid in the manner provided for payment Of all Patronage Dividends) all
without interest and subject to the Corporation's liens and right of setoff.
The Terminated Stockholder shall promptly remit any certificates duly endorsed
in blank or with stock powers, and from and after such date of purchase the
Company shall be at liberty to cancel the certificate or certificates
representing said shares upon the books of the Company.

The undersigned understands and agrees that this subscription for shares shall
become effective only upon acceptance thereof by the Company, and further
agrees that all of the terms and provisions of the aforesaid-Prospectus are
incorporated herein by this reference thereto as if set forth herein verbatim.


WITNESS the hand and seal of the undersigned this _________ day of __________,
20__

NAME                                     FIRM NAME
    -------------------------------                ---------------------------
            Signature

Address                                  d/b/a
       ----------------------------           ---------------------------------

City, State, Zip                         Address
                -------------------             --------------------------------

Accepted for TRUE VALUE COMPANY          City, State, Zip
                                                         -----------------------

This        day of          , 20         By
    -------        ----------    --        -------------------------------------
                                                    Signature and Title

By                                                CORPORATIONS AFFIX SEAL
  ---------------------------------
    Signature and Title of Officer

Note:

(1)  If remittance is made by mail, check or money order should be enclosed
     payable to TRUE VALUE COMPANY, 8600 W. Bryn Mawr Ave., Chicago, Illinois
     60631-3505.

     All remittances should be made to this Corporation only through agents duly
     authorized in writing by TRUE VALUE COMPANY to collect subscriptions.

(2)  Signature must correspond to the name in which the certificates are to be
     Issued.