EXECUTION COPY

                        AMENDMENT NO. 7 AND WAIVER TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                                      Dated as of July 31, 2001

         AMENDMENT NO. 7 AND WAIVER (this  "Amendment and Waiver") to the Credit
Agreement (as defined herein) among Quality Stores, Inc., a Delaware corporation
(formerly known as "Central Tractor Farm & Country, Inc.") (the "Borrower"), QSI
Holdings,  Inc., a Delaware corporation  (formerly known as "CT Holding,  Inc.")
("Holding"),   certain  of  the   banks,   financial   institutions   and  other
institutional  lenders listed on the signature pages hereof the "Lenders"),  and
Fleet National Bank  ("Fleet"),  as  administrative  agent (the  "Administrative
Agent") for the Lender Parties (as defined in the Credit Agreement).


                             PRELIMINARY STATEMENTS

         (1) The Borrower,  Holding,  the Initial  Lenders,  the Initial Issuing
Bank,  the Swing Line Bank and the Agent have entered into a Second  Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended by Amendment No. 1
dated as of March 31, 2000, Amendment No. 2 and Waiver dated as of September 22,
2000,  Amendment No. 3 dated as of September 27, 2000,  Amendment No. 4 dated as
of December 4, 2000,  Amendment No. 5 dated as of January 16, 2001 and Amendment
No. 6 and  Waiver  dated as of  February  5, 2001 (as so  amended,  the  "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Amendment and Waiver are used herein as therein defined.

         (2) The  Borrower has  indicated  that it will be unable to comply with
certain  covenants  contained  in Section 5.04 of the Credit  Agreement  and has
requested  that the Required  Lenders  waive such  covenants  through the period
commencing  on the  Effective  Date and ending on November 3, 2001 (the  "Waiver
Period") and substitute additional covenants for the Waiver Period.

         (3) The Required  Lenders have agreed to amend the Credit  Agreement as
hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree as
follows:

         SECTION 1. Amendment of the Credit Agreement.  The Credit Agreement is,
upon the Effective Date (as hereinafter defined), hereby amended as follows:

                  (a)   Section   1.01  is  amended  by  adding  the   following
         definitions thereto:

                           "Fiscal  Month"  means  the  fiscal  months  used  by
                  Holding and its Consolidated Subsidiaries.

                           "Jay Alix" means Jay Alix & Associates.
<PAGE>
                                       2


                           "Net Sales"  means  Inventory  sales in the  ordinary
                  course  of  business  (excluding  Inventory  obtained  by  the
                  Borrower or its Subsidiaries on consignment).

                           "Vendor  Payments"  means  all  payments  (including,
                  without  limitation,  checks written,  electronic payments and
                  letters of credit  issued or  presented)  made by the Borrower
                  and  its   Subsidiaries   to  trade  creditors  for  Inventory
                  (excluding   Inventory   obtained  by  the   Borrower  or  its
                  Subsidiaries on consignment).

                  (b) Section 2.09(iii) is amended in full to read as follows:

                           "(iii)  Notwithstanding  any other  provision of this
                  Agreement,  upon the  Effective  Date of  Amendment  No. 7 and
                  Waiver  ("Amendment  No.  7")  to  this  Agreement,  (x)  each
                  Eurodollar Rate Advance will automatically, on the last day of
                  the then existing  Interest  Period  therefor,  Convert into a
                  Prime Rate Advance and (y) the  obligations  of the Lenders to
                  make, or to Convert  Advances into,  Eurodollar  Rate Advances
                  shall be suspended from such date."

                  (c) Section 5.01(m) is amended in full to read as follows:

                           "(m)  Deposit  Accounts.  In the case of the Borrower
                  and its Subsidiaries,  (i) with respect to each of the deposit
                  accounts  operated by the  Borrower and its  Subsidiaries  for
                  which  Blocked  Account  Letters have not been  provided  (the
                  "Unblocked Accounts"),  the Borrower and its Subsidiaries will
                  be required to obtain a Blocked Account Letter, provided that,
                  (A) if the Borrower or its Subsidiaries are unable,  following
                  the use of its  reasonable  best efforts,  to obtain a Blocked
                  Account  Letter  with  respect to an  Unblocked  Account,  the
                  Borrower will be required to close, or cause to be closed, the
                  Unblocked  Account  and  transfer  the  proceeds  to a new  or
                  existing  Blocked  Account,  so that by  August  15,  2001 the
                  Borrower  and its  Subsidiaries  shall have  provided  Blocked
                  Account Letters for 75% of the Unblocked  Accounts and (B) for
                  any remaining  Unblocked  Accounts  after August 15, 2001, the
                  Borrower   will  be   required   to  (x)   provide  a  written
                  explanation,  by August 21, 2001, as to why it is not possible
                  to close the  Unblocked  Account and (y) transfer the proceeds
                  to a Blocked Account and (ii) shall cause to have  transferred
                  from each bank at which a deposit account is maintained to the
                  cash  concentration  account maintained with Fleet, an amount,
                  in ACH funds,  equal to the collected  balance (less a reserve
                  for  returned  items  and  service  charges)  of such  deposit
                  account at the end of each Business Day."

                  (d) Section 5.01 is amended by inserting new subsections  (q),
         (r) and (s) as follows:

                           "(q) Jay Alix Report.  The Borrower  shall deliver to
                  the  Administrative  Agent,  on or prior to August 10, 2001, a
                  detailed   and   comprehensive    report   relating   to   the
                  restructuring of the Borrower's operations, including, without
                  limitation,  treatment of the  Lenders,  public debt and trade
                  debt and


<PAGE>
                                       3


                    recommendations  regarding  store  closures and asset sales,
                    prepared for the Borrower by Jay Alix.

                           (r) Appointment of Chief Restructuring  Officer.  The
                  Borrower  shall  appoint,  on or prior to August 10,  2001,  a
                  Chief Restructuring Officer (or equivalent)  acceptable to the
                  Administrative Agent.

                           (s) Cooperation with Investment Banker. Following the
                  delivery of the Jay Alix report, if the  Administrative  Agent
                  or  counsel  for the  Administrative  Agent  shall  retain  an
                  investment banker to explore potential strategic  alternatives
                  for the  Borrower  and its  Subsidiaries,  including,  without
                  limitation,  a sale of the  business  or  assets,  or  portion
                  thereof,  of the Borrower and its  Subsidiaries,  the Borrower
                  shall  provide  such  investment  banker with access to senior
                  management,   financial   information  and  other  information
                  requested by the investment  banker and shall cooperate in all
                  respects  to  facilitate  any  report to be  prepared  for the
                  Administrative Agent or counsel to the Administrative Agent by
                  the investment banker for the Administrative Agent."

                  (e) Section 5.03(p) is amended in full to read as follows:

                           "(p) Weekly  Reporting.  As soon as available  and in
                           any event by 12:00 Noon (Boston,  Massachusetts time)
                           on the  Thursday of each week,  (i) a Borrowing  Base
                           Certificate,   (ii)  a  departmental  instock  status
                           report,   (iii)  a  category   sales   summary   with
                           commentary,  (iv) a  comparison  of actual cash flows
                           against  forecast  cash flows in the current  13-week
                           cash flow projection and (v) a schedule setting forth
                           Vendor  Payments and Net Sales,  in each case for the
                           previous week,  each certified by the chief financial
                           officer of the Borrower, provided that, by 12:00 Noon
                           (Boston,  Massachusetts time) on the 5th Business Day
                           following  the  last  day of each  Fiscal  Month,  in
                           addition  to each of the items  described  in clauses
                           (i)  through  (v)  above,  the  Borrower  shall  also
                           deliver (i) an updated  13-week cash flow  projection
                           for the  following  13 weeks,  (ii) a statement  that
                           Holding and the Borrower are in  compliance  with the
                           covenants  contained in Section  5.04(e) (or, for the
                           Waiver Period,  Section 5.04(g) and Section 5.04(h)),
                           or if a Default has occurred and is continuing  under
                           Section  5.04(e) (or, for the Waiver Period,  Section
                           5.04(g)  and  Section  5.04(h)) a  statement  to that
                           effect,  and (iii) a schedule in form satisfactory to
                           the Administrative  Agent of the computations used by
                           the  Borrower  in  determining  compliance  with  the
                           covenants  contained in Section  5.04(e) (or, for the
                           Waiver Period, Section 5.04(g) and Section 5.04(h))."

                  (f) Section 5.04 is amended by inserting new  subsections  (g)
         and (h) as follows:


<PAGE>
                                      4


                           "(g)  Senior  Debt  to  Inventory  Ratio  for  Waiver
                  Period.  Maintain at the end of each  Fiscal  Month of Holding
                  set forth below,  a Senior Debt to Inventory  Ratio of Holding
                  and its  Subsidiaries  of not more  than the  ratio  set forth
                  below for each Fiscal Month set forth below.

                   Date                                        Ratio
                   ----                                        -----
                   Fiscal Month of July 2001                   0.99
                   Fiscal Month of August 2001                 1.00
                   Fiscal Month of September 2001              1.00
                   Fiscal Month of October 2001                1.00

                           (h) Maximum Vendor Payments.  For each of the periods
                  set forth below,  Vendor  Payments shall not exceed the lesser
                  of the amounts set forth below for each such period:

             Period                                 Amounts
             ------                                 -------
             Fiscal Month of July 2001              $36,000,000 or 62% of Net
                                                    Sales

             Fiscal Months of July and              $76,000,000 or 66% of Net
             August 2001                            Sales

             Fiscal Months of July through          $122,000,000 or 65% of Net
             September 2001                         Sales

             Fiscal Months of July through          $156,000,000 or 63% of Net
             October 2001                           Sales"

                  (g) Section  6.01(c)(i)  is amended by (i) deleting  "5.01(f)"
         and substituting in its place "Sections 5.01(f),  (m), (q), (r) or (s)"
         and (ii) inserting after "5.02" the following,  ", Section 5.03(p), (s)
         and (t)".

                  (h) Section 6.01 is amended by inserting new  subsections  (s)
         and (t) as follows:

                           "(s) The Borrower  shall make any payment of interest
                  or principal in respect of the 10 5/8 % Senior Notes due 2007,
                  other  than  with  the  segregated  proceeds  of a new  equity
                  contribution  to the  Borrower  by  the  Equity  Investors  or
                  others.

                           (t) The Borrower  shall have failed to deliver to the
                  Administrative Agent the documents referred to in Section 4 of
                  Amendment No. 7 on or prior to August 7, 2001."

         SECTION 2. Waiver.  Subject to the  occurrence of the  Effective  Date,
solely for the period  commencing on the Effective Date through November 3, 2001
(the  "Waiver

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                                       5

Termination  Date"),  the Lenders hereby agree to waive the  requirements of (i)
Section  5.04(a) and (b) for the fiscal quarters ending closest to July 31, 2001
and October 31, 2001, (ii) Section 5.04(c) for the period of two fiscal quarters
ending closest to July 31, 2001 and the period of three fiscal  quarters  ending
closest to October 31, 2001,  (iii) Section  5.04(d) for the period from July 1,
2001 through  September 30, 2001 and (iv) Section  5.04(e) for the Fiscal Months
ending on or about August 31, 2001,  September 30, 2001 and October 31, 2001. On
the Waiver  Termination Date,  without any further action by the  Administrative
Agent and the Lenders,  all of the terms and  provisions set forth in the Credit
Agreement that are waived  hereunder  shall have the same force and effect as if
this Amendment and Waiver had not been entered into by the parties  hereto,  and
the  Administrative  Agent and the  Lenders  shall  have all of the  rights  and
remedies  afforded  to them under the Credit  Agreement  as though no waiver had
been  granted by them  hereunder  and any  Defaults  or Events of  Default  that
otherwise  would have  occurred  through and until the Waiver  Termination  Date
shall be in existence unless otherwise expressly waived.

         SECTION 3.  Conditions of  Effectiveness  of this Amendment and Waiver.
This  Amendment  and Waiver  shall  become  effective as of the date first above
written on the Business Day when, and only when, the following  conditions shall
have been  satisfied  (such date being,  for  purposes  hereof,  the  "Effective
Date"):

                  (a) The Administrative Agent shall have received  counterparts
         of (i) this Amendment and Waiver executed by the Borrower,  Holding and
         the  Required  Lenders  or,  as to any of the  Lender  Parties,  advice
         satisfactory  to the  Administrative  Agent that such Lender  Party has
         executed this Amendment and Waiver and (ii) the consent dated as of the
         date  hereof  (a copy of  which is  attached  hereto)  (the  "Consent",
         together with this Amendment and Waiver,  the  "Amendment  Documents"),
         executed by each of the Loan Parties.

                  (b) On the Effective Date (and giving effect thereto), (i) the
         representations and warranties  contained in each of the Loan Documents
         (including,  without  limitation,  in Section 5 of this  Amendment  and
         Waiver) shall be correct in all material respects as though made on and
         as of the  Effective  Date  (other  than  any such  representations  or
         warranties  that,  by their terms,  refer to a specific date other than
         the Effective Date, in which case as of such specific date) and (ii) no
         event shall have  occurred and be  continuing  that would  constitute a
         Default.

                  (c) The Administrative Agent shall have received a certificate
         of the Chief Financial Officer of the Borrower confirming  satisfaction
         of the conditions specified in paragraph (b) above.

                  (d) All of the reasonable accrued and unpaid fees and expenses
         of counsel and accountants for the Administrative Agent shall have been
         paid in full, including,  without limitation,  the fees and expenses of
         FTI/Policano  & Manzo,  L.L.C.  and Shearman & Sterling,  provided that
         following  the  payment of such fees and  expenses  the  balance of
<PAGE>
                                       6

         the  retainer  held by Shearman & Sterling  and  FTI/Policano  & Manzo,
         L.L.C.  for  application  against  future  fees and  expenses  shall be
         $100,000 each.

         The  effectiveness of this Amendment and Waiver is further  conditioned
upon the accuracy of all of the factual matters described herein. This Amendment
and Waiver is further  subject to the  provisions  of Section 9.01 of the Credit
Agreement.

         SECTION 4.  Condition  Subsequent.  On or prior to August 7, 2001,  the
Borrower shall have delivered to the  Administrative  Agent the following,  each
dated as of the Effective Date:

                  (a) Certified  copies of (i) the  resolutions  of the Board of
         Directors of (A) the Borrower  approving  this Amendment and Waiver and
         the  matters  contemplated  hereby and  thereby and (B) each other Loan
         Party evidencing  approval of the Consent and the matters  contemplated
         hereby and thereby and (ii) all documents  evidencing  other  necessary
         corporate  action and governmental  approvals,  if any, with respect to
         this  Amendment,  the Consent and the matters  contemplated  hereby and
         thereby.

                  (b) A certificate  of the Secretary or an Assistant  Secretary
         of the Borrower and each other Loan Party certifying the names and true
         signatures  of the  officers of the  Borrower and such other Loan Party
         authorized to sign this Amendment and Waiver, the Consent and the other
         documents to be delivered hereunder and thereunder.

                  (c) A favorable  opinion of Sullivan & Worcester,  counsel for
         the Borrower and Holding,  in form and  substance  satisfactory  to the
         Administrative Agent.

         SECTION 5.  Representations  and  Warranties.  Each of Holding  and the
Borrower hereby represents and warrants as follows:

                  (a) The execution, delivery and performance by each Loan Party
         of any of the Amendment  Documents and Loan  Documents to which it is a
         party, as amended  hereby,  and the  consummation  of the  transactions
         contemplated hereby and thereby, are within such Loan Party's corporate
         powers,  have been duly authorized by all necessary  corporate  action,
         and do not (i)  contravene  such Loan Party's  charter or bylaws,  (ii)
         violate any law (including, without limitation, the Securities Exchange
         Act  of  1934),  rule,  regulation   (including,   without  limitation,
         Regulation X of the Board of Governors of the Federal Reserve  System),
         order,  writ,  judgment,  injunction,  decree,  determination  or award
         applicable  to such Loan Party,  (iii)  conflict  with or result in the
         breach of, or constitute a default under, any contract, loan agreement,
         indenture (including without limitation the Indenture),  mortgage, deed
         of trust,  lease or other  instrument  binding on or affecting any Loan
         Party, any of its Subsidiaries or any of their properties other than as
         specified  in the Credit  Agreement,  or (iv) except for Liens  created
         under the Collateral Documents, as amended hereby, result in or require
         the creation or  imposition  of any Lien upon or with respect to any of
         the  properties of any Loan Party or any of its  Subsidiaries.  No Loan
         Party or any of its Subsidiaries is in violation of any such law,

<PAGE>
                                       7

         rule,   regulation,   order,  writ,   judgment,   injunction,   decree,
         determination  or  award  or in  breach  of  any  such  contract,  loan
         agreement,   indenture,   mortgage,  deed  of  trust,  lease  or  other
         instrument,  the violation or breach of which is reasonably expected to
         have a Material Adverse Effect.

                  (b) No  authorization  or approval or other  action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required to be obtained by the Loan Parties
         in connection  with the execution and delivery,  or  performance by any
         Loan Party of any of its obligations  under, any Amendment  Document to
         which it is a party.

                  (c)  Each  Amendment  Document  has  been  duly  executed  and
         delivered by each Loan Party party thereto, and is the legal, valid and
         binding  obligation of such Loan Party,  enforceable  against such Loan
         Party  in  accordance  with  its  terms  except  as may be  limited  by
         bankruptcy,  insolvency,  reorganization,   moratorium  or  other  laws
         relating to or limiting  creditors'  rights or by equitable  principles
         generally.

                  (d) No Loan Party has an  existing  claim  against  any Lender
         Party  arising  out of,  relating  to or in  connection  with  the Loan
         Documents.

                  (e) No Loan Party is in breach of, or in default under, the 10
         5/8 % Senior Notes due 2007 issued by the Borrower, any contract,  loan
         agreement,   indenture,   mortgage,  deed  of  trust,  lease  or  other
         instrument,  binding  on or  affecting  any  Loan  Party,  any  of  its
         Subsidiaries or any of their properties,  where the consequence of such
         default is to confer rights upon any person against the Borrower or any
         of its Subsidiaries which, if exercised,  can be reasonably expected to
         have a Material Adverse Effect.

         SECTION 6. Waiver and Release.  The  Borrower and Holding  hereby waive
and  agree  not  to  assert  any  claims  or  causes  of  action   against   the
Administrative Agent, the Syndication Agent, the Documentation Agent, any Lender
Party  or  any  of  their  Affiliates,  or any  of  their  respective  officers,
directors,  employees, attorneys and agents, on any theory of liability, whether
known or unknown,  matured or contingent,  including,  without  limitation,  for
special, indirect, consequential or punitive damages, in each case to the extent
arising on or before the date  hereof,  out of or  otherwise  relating to, or in
connection with, the Amendment Documents, the Facilities, the actual or proposed
use of the proceeds of the Advances or the Letters of Credit, the Loan Documents
or any of the transactions entered into in connection therewith.

           SECTION 7. Reference to and Effect on the Loan Documents.

                  (a) On and after the  Effective  Date,  each  reference in the
         Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
         like import  referring to the Credit  Agreement,  and each reference in
         the Notes and the  other  Loan  Documents  to "the  Credit  Agreement",
         "thereunder", "thereof" or words of like import referring to the Credit
         Agreement,  shall mean and be a reference to the Credit  Agreement,  as
         amended and otherwise modified hereby.
<PAGE>
                                       8

                  (b) The Credit Agreement, the Notes and each of the other Loan
         Documents,   except  to  the  extent  of  the   amendments   and  other
         modifications specifically provided above, are and shall continue to be
         in full force and effect and are hereby in all  respects  ratified  and
         confirmed.  Without  limiting  the  generality  of the  foregoing,  the
         Collateral Documents and all of the Collateral described therein do and
         shall  continue  to secure the payment of all  Obligations  of the Loan
         Parties  under and in respect  of the Loan  Documents,  as amended  and
         otherwise modified by this Amendment and Waiver.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
         Amendment and Waiver shall not,  except as expressly  provided  herein,
         operate as a waiver of any right,  power or remedy of any Lender  Party
         or any Agent under any of the Loan  Documents,  nor constitute a waiver
         of any provision of any of the Loan Documents.

         SECTION 8. Costs and Expenses.  The Borrower hereby agrees to pay, upon
demand, all costs and expenses of the Administrative  Agent (including,  without
limitation,  the reasonable fees and expenses of counsel and financial  advisors
for the  Administrative  Agent) in connection with the  preparation,  execution,
delivery,  administration,  modification  and  amendment of this  Amendment  and
Waiver and the other  documents,  instruments  and  agreements  to be  delivered
hereunder,  all in  accordance  with the  terms of  Section  9.04 of the  Credit
Agreement.  The Borrower also agrees to pay, upon demand, all costs and expenses
of the Administrative Agent and the reasonable  out-of-pocket  expenses incurred
by any Lender appointed to a steering committee by the Administrative  Agent, in
connection   with  inventory   appraisals,   field   examinations   and  related
examinations  of the  inventory,  equipment,  real  property  and leases and any
meetings of the  steering  committee or with the  management  of any of the Loan
Parties.

         SECTION 9. Execution in Counterparts.  This Amendment and Waiver may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and all of which  taken  together  shall  constitute  one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Amendment and Waiver by telecopier  shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.

         SECTION 10.  Governing Law. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of New York.

         SECTION 11. Waiver of Jury Trial. Each of the Borrower,  the Subsidiary
Guarantors,  the Administrative  Agent and the Lender Parties irrevocably waives
all right to trial by jury in any action,  proceeding or  counterclaim  (whether
based  on  contract,  tort or  otherwise)  arising  out of or  relating  to this
Amendment  and Waiver or the actions of the  Administrative  Agent or any Lender
Party in the negotiation, administration, performance or enforcement thereof.

<PAGE>

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



                                    QUALITY STORES, INC. (FORMERLY KNOWN
                                    AS CENTRAL TRACTOR FARM & COUNTRY,
                                    INC.)



                                    By:  /s/ Thomas J. Reinebach
                                         Title: EVP & Chief Financial Officer


                                    QSI HOLDINGS, INC. (FORMERLY KNOWN AS
                                    CT HOLDING, INC.)



                                    By:  /s/ Thomas J. Reinebach
                                         Title: EVP & Chief Financial Officer


                                    FLEET NATIONAL BANK,
                                    as Administrative Agent and Lender



                                    By:  /s/ C. Christopher Smith
                                         Title: Vice President



                                    Lenders

                                    PILGRIM CLO 1999-I Ltd.
                                    By: ING Pilgrim Investments
                                    as its investment managager

                                    By: /s/ Jeffrey A. Bakalar
                                        Name: Jeffrey A. Bakalar
                                        Title:  Senior Vice President


                                    SEQUILS PILGRIM-1 Ltd.
                                    By: ING Pilgrim Investments
                                    as its investment manager

                                    By: /s/ Jeffrey A. Bakalar
                                        Name: Jeffrey A. Bakalar
                                        Title:  Senior Vice President

                                    HUNTINGTON NATIONAL BANK

                                    By: /s/ David F. Isler
                                        Name: David F. Isler
                                        Title:  SVP

                                    Heller Financial, Inc.

                                    By: /s/ Barry S. O'Neall
                                        Name: Barry S. O'Neall
                                        Title: SVP

                                    BANK OF AMERICA, N.A.

                                    By: /s/ Mark A. Pitawski
                                        Name: Mark A. Pitawski
                                        Title:  Associate
<PAGE>

                                    BHF (USA) Capital Corporation

                                    By: /s/ Nina Zhou
                                        Name: Nina Zhou
                                        Title: Associate

                                        /s/ Thomas J. Scifo
                                        Name: Thomas J. Scifo
                                        Title:  Vice President
                                                Portfolio Management

                                    BALANCED HIGH YIELD FUND II, LTD.
                                    By:  ING Capital Advisors LLC,
                                               as Asset Manager

                                    By: /s/ Michael J. Campbell
                                        Name: Michael J. Campbell
                                        Title:  Managing Director

                                    BLUE SQUARE FUNDING SERIES 3
                                    By: Bankers Trust Company, as Trustee

                                    By: /s/ Susan Anderson
                                        Name: Susan Anderson
                                        Title: Assistant Vice President

                                    COMERICA BANK

                                    By: /s/ Robert M. Porterfield
                                        Name: Robert M. Porterfield
                                        Title: Vice President

                                    CypressTree Investment Partners I, Ltd.,
                                    By: CypressTree Investment Management
                                          Company, Inc.
                                          as Portfolio Manager

                                    By: /s/ Philip C. Robbins
                                        Name: Philip C. Robbins
                                        Title: Principal

                                    CypressTree Investment Partners II, Ltd.,
                                    By: CypressTree Investment Management
                                          Company, Inc.
                                          as Portfolio Manager

                                    By: /s/ Philip C. Robbins
                                        Name: Philip C. Robbins
                                        Title: Principal

                                    CypressTree Institutional Fund, LLC
                                    By: CypressTree Investment Management
                                          Company, Inc.
                                          its Managing Member

                                    By: /s/ Philip C. Robbins
                                        Name: Philip C. Robbins
                                        Title: Principal

                                    First Union National Bank

                                    By: /s/ Helen F. Wessley
                                        Name: Helen F. Wessley
                                        Title: SVP & Director

                                    GLENEAGLES TRADING LLC

                                    By: /s/ Ann E. Morris
                                        Name: Ann E. Morris
                                        Title:  Assistant Vice President

                                    Key Corporate Capital,Inc.

                                    By: /s/ Robert W. Corey
                                             Name: Robert W. Corey
                                             Title: Vice President
<PAGE>

                                    KZH CYPRESSTREE-1 LLC

                                    By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent

                                    KZH WATERSIDE LLC

                                    By: /s/ Susan Lee
                                        Name: Susan Lee
                                        Title:  Authorized Agent

                                    ML CBO IV (Cayman) Ltd.
                                    By: Highland Capital Management, L.P.
                                    as Collateral Manager

                                    By: /s/ Mark K. Okada
                                        Name: Mark K. Okada CFA
                                        Title: Executive Vice President
                                               Highland Capital Management L.P.

                                    PAM Capital Funding LP
                                    By: Highland Capital Management, L.P.
                                    as Collateral Manager

                                    By: /s/ Mark K. Okada
                                        Name: Mark K. Okada CFA
                                        Title: Executive Vice President
                                               Highland Capital Management L.P.

                                    Sankaty Advisors, Inc., as Collateral
                                    Manager for Brant Point CBO 1999-1,
                                    LTD., as Term Lender

                                    By: /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director
                                                 Portfolio Manager

                                    Sankaty Advisors, LLC, as Collateral
                                    Manager for Brant Point II CBO 2000-1,
                                    LTD., as Term Lender

                                    By: /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director
                                                 Portfolio Manager

                                    Sankaty Advisors, LLC as Collateral
                                    Manager for Great Point CLO 1999-1,
                                    LTD., as Term Lender

                                    By: /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director
                                                      Portfolio Manager

                                    Sankaty High Yield Partners II, L.P.

                                    By: /s/ Diane J. Exter
                                        Name: Diane J. Exter
                                        Title: Managing Director
                                                      Portfolio Manager
<PAGE>

                                    STEIN ROE & FARNHAM CLO1 LTD., BY STEIN
                                    ROE & FARNHAM INCORPORATED AS
                                    PORTFOLIO MANAGER

                                    By: /s/ Brian W. Good
                                        Name:  Brian W. Good
                                        Title: Sr. Vice President &
                                                  Portfolio Manager

                                    STEIN ROE & FARNHAM INCORPORATED AS
                                    AGENT FOR KEYPORT LIFE INSURANCE
                                    COMPANY

                                    By: /s/ Brian W. Good
                                        Name:  Brian W. Good
                                        Title: Sr. Vice President &
                                                  Portfolio Manager

                                    STEIN ROE FLOATING RATE LIMITED
                                    LIABILITY COMPANY

                                    By: /s/ Brian W. Good
                                        Name:  Brian W. Good
                                        Title: Senior Vice President
                                               Stein Roe & Farnham Incorporated,
                                               as Advisor to the Stein Roe
                                               Floating Rate Limited Liability
                                               Company












<PAGE>
                                    CONSENT

                                                      Dated as of July 31, 2001

         Reference  is made to (a)  Amendment  No. 7 and  Waiver  to the  Second
Amended  and  Restated  Credit  Agreement  dated as of May 7, 1999 as amended by
Amendment No. 1 dated as of March 31, 2000,  Amendment No. 2 and Waiver dated as
of September 22, 2000, Amendment No. 3 dated as of September 27, 2000, Amendment
No. 4 dated as of  December  4, 2000,  Amendment  No. 5 dated as of January  16,
2001and  Amendment No. 6 and Waiver dated as of February 5, 2001 (as so amended,
the "Credit  Agreement")  among  Quality  Stores,  Inc., a Delaware  corporation
(formerly known as "Central Tractor Farm & Country, Inc.") (the "Borrower"), QSI
Holdings,  Inc., a Delaware corporation  (formerly known as "CT Holding,  Inc.")
("Holding"),  the banks,  financial institutions and other institutional lenders
listed on the signature  pages thereof,  and Fleet National Bank  ("Fleet"),  as
administrative  agent (the  "Administrative  Agent") for the Lender  Parties (as
defined in the Credit  Agreement) and (b) the other Loan  Documents  referred to
therein.  Capitalized  terms  defined in the Credit  Agreement and not otherwise
defined in this Consent are used herein as therein defined.

         Each of the  undersigned,  in its  capacity as (a) a Grantor  under the
Security  Agreement,  (b) a Grantor  under the  Intellectual  Property  Security
Agreement,  (c) a Pledgor  under the Pledge  Agreement,  and/or (d) a Subsidiary
Guarantor under the Subsidiary Guaranty,  as the case may be, hereby consents to
the execution and delivery of the  Amendment and Waiver and the  performance  of
the Amendment and Waiver and agrees that:

                  (A) each of the Security Agreement,  the Intellectual Property
         Security Agreement, the Pledge Agreement and the Subsidiary Guaranty to
         which it is a party is,  and shall  continue  to be, in full  force and
         effect and is hereby in all  respects  ratified  and  confirmed  on the
         Effective  Date,  except that,  on and after the Effective  Date,  each
         reference to "the Credit Agreement", "thereunder", "thereof", "therein"
         or words of like import  referring to the Credit  Agreement  shall mean
         and be a reference to the Credit  Agreement,  as amended and  otherwise
         modified by the Amendment and Waiver; and

                  (B) as of the  Effective  Date,  the Security  Agreement,  the
         Intellectual  Property  Security  Agreement and the Pledge Agreement to
         which it is a party and all of the Collateral of such Person  described
         therein,   and  the  Subsidiary  Guaranty  and  the  guaranty  provided
         thereunder, do, and shall continue to, secure the payment of all of the
         Secured Obligations.

         This Consent shall be governed by, and  construed in  accordance  with,
the laws of the State of New York.

         Delivery of an executed counterpart of a signature page of this Consent
by  telecopier  shall  be  effective  as the  delivery  of a  manually  executed
counterpart of this Consent.

<PAGE>



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

                                    QUALITY  STORES,  INC.  (FORMERLY  KNOWN AS
                                    CENTRAL TRACTOR FARM & COUNTRY,
                                    INC.)


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer


                                    QSI HOLDINGS, INC. (FORMERLY KNOWN AS
                                    CT HOLDING, INC.)


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer


                                    COUNTRY GENERAL, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer


                                    QUALITY FARM & FLEET, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer


                                    QUALITY INVESTMENTS, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer


                                    QSI TRANSPORTATION, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer

<PAGE>







                                    VISION TRANSPORTATION, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer



                                    QUALITY STORES SERVICES, INC.


                                    By: /s/ Thomas J. Reinebach
                                        Title: EVP & Chief Financial Officer