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                                                                   EXHIBIT 10.21

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                 This Amended and Restated Employment Agreement (this
"Agreement") is made and entered into as of the 12th day of March, 1997, by and
between Mac Frugal's Bargains o Close-outs Inc., a Delaware corporation (the
"Company"), and Philip L. Carter ("Executive").

                                    RECITALS

                 WHEREAS, the Company and Executive are parties to that certain
Employment Agreement dated March 15, 1995 (the "1995 Agreement") pursuant to
which Executive is employed as the President and Chief Executive Officer of the
Company; and

                 WHEREAS, the Company and Executive desire to amend and restate
the 1995 Agreement in its entirety as set forth herein.


                                   AGREEMENT

                 NOW, THEREFORE, in consideration of the foregoing premises,
the terms and conditions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

                 1.       Employment and Duties.  The Company hereby engages
Executive in the capacity of President and Chief Executive Officer of the
Company.  Executive shall perform such duties and functions as shall be
specified from time to time by the Board of Directors of the Company (the
"Board").  Executive hereby accepts such employment and agrees to perform such
duties.  During the term of this Agreement, Executive shall not be required
without his consent to undertake responsibilities not commensurate with his
position as a President and Chief Executive Officer.

                 2.       Compensation.

                          (a)     Base Salary.  For all services to be rendered
by Executive hereunder, Executive shall be paid a base salary at the rate of
five hundred ninety thousand dollars ($590,000) per year.  Executive's base
compensation shall be reviewed at least annually and may be increased at the
discretion of the Board, but





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during the term of this Agreement may not be decreased below the then-effective
base salary.  Executive's salary shall be paid on such basis as is the normal
payment pattern for executive officers of the Company.  The base salary payable
under this Section 2(a) shall be in addition to and exclusive of any payments
to Executive from time to time under formal or informal bonus, incentive
compensation or similar plans now in effect or which hereafter may be adopted.

                          (b)     Performance Bonus.  With respect to each full
fiscal year of the Company that this Agreement is in effect throughout and any
fiscal year of the Company in which Executive is terminated pursuant to Section
8(d) hereof (each, a "Bonus Year"), Executive shall be entitled to participate
in a performance bonus plan approved annually for executive officers of the
Company by the Compensation Committee of the Board.  The calculation and
payment to Executive of a performance bonus contemplated by this Section 2(b),
if any, shall be made as soon as practicable in the fiscal year of the Company
immediately succeeding such Bonus Year, following preparation of the Company's
annual audited financial statements for such Bonus Year.

                 3.       Payment in Event of Termination.  In the event of the
termination of Executive's employment hereunder pursuant to Section 8(d), the
Company shall continue to make the payments provided for in Section 2(a) at the
rate then being paid to Executive and shall continue to provide Executive with
the medical, disability and life insurance benefits provided in Section 5(a)
hereof for thirty-four (34) months and twenty four (24) days from the date of
such termination.  Executive shall not be required or obligated to obtain other
employment to mitigate the payments due hereunder.  Executive may, at his sole
option, terminate this Agreement and receive the payments provided for in this
Section 3 following the occurrence of either of the following events (a
"Company Breach"): (a) Executive's authority to function as President and Chief
Executive Officer shall be removed or limited in any material respect, unless
such removal or limitation was a result of one or more events that would permit
the Board to terminate Executive's employment For Cause (as defined in Section
8(c)), or (b) the Company shall have breached in any material respect any of
its covenants and agreements in this Agreement.  Notwithstanding the foregoing,
Executive shall not be entitled to terminate this Agreement





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unless Executive provides written notice to the Company specifying in
reasonable detail the nature of the Company Breach, and the Company shall have
failed to cure such Company Breach within 45 days thereafter.

                 4.       Options.  Executive shall be entitled to participate
in any performance stock option plan approved annually for other executive
officers of the Company by the Compensation Committee of the Board.  To the
maximum extent permitted by the Internal Revenue Code of 1986, as amended (the
"IRC"), including the rules and regulations thereunder, all such options shall
be incentive stock options, and the remainder of such options shall be
non-qualified stock options.

                 5.       Benefits.

                          (a)     Executive shall be entitled to such fringe
benefits and perquisites as are generally made available to executive officers
of the Company, and such other fringe benefits as may be approved by the Board
for executive officers of the Company during the term hereof including, without
limitation, major medical, extended medical and extended disability insurance,
group term life insurance in face amount of the base salary payable pursuant to
Section 2(a) and annual vacation time of not less than four weeks.

                          (b)     Every two years during the term of
Executive's employment, the Company shall furnish Executive with a motor
vehicle of his choice to use for business purposes, provided, however, that
such motor vehicle shall not have an original cost to the Company of more than
$65,000.

                          (c)     Nothing contained herein is intended or shall
be deemed to be granted to Executive in lieu of any rights or privileges to
which Executive may be entitled as an employee of the Company under any
retirement, pension, insurance, hospitalization, stock option, stock bonus or
purchase, incentive compensation or other plan of the Company which may now be
in effect or which may hereafter be adopted, it being understood that Executive
shall have the same rights and privileges to participate in such plans as any
other executive officers of the Company.

                 6.       Reimbursement of Expenses.  The Company shall
reimburse Executive for all reasonable business expenses incurred





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by Executive in connection with the performance of his duties hereunder,
provided that Executive furnishes to the Company receipts and other
documentation reasonably acceptable to the Company evidencing such
expenditures.

                 7.       Performance of Duties.

                          (a)     In consideration of the payments to be made
hereunder, Executive agrees to devote his entire business time and attention to
the performance of his duties hereunder, to serve the Company diligently and to
the best of his abilities and not to compete with the Company or any of its
Affiliates (as defined below) in any manner whatsoever.  Without limiting the
generality of the foregoing, Executive shall not, during the term of his
employment by the Company, directly or indirectly (whether for compensation or
otherwise), alone or as an agent, principal, partner, officer, employee,
trustee, director, shareholder or in any other capacity, own, manage, operate,
join, control or participate in the ownership, management, operation or control
of or furnish any capital to or be connected in any manner with or provide any
services as a consultant for any business which competes directly or indirectly
with any of the businesses of the Company or any of its Affiliates (as defined
below) as they may be conducted from time to time; provided, however, that
notwithstanding the foregoing, nothing contained in this Agreement shall be
deemed to preclude Executive from owning not more than one percent of the
publicly-traded capital stock of an entity which is in competition with any of
such businesses.  Affiliate of the Company means any person, association or
entity:  (a) that, in whole or in part, owns or is owned by, or otherwise has a
material interest (whether debt, equity or otherwise) in, the Company; (b) that
controls or is controlled by the Company; (c) that is a subsidiary (whether
owned in whole or in part) of the Company; or (d) to which the Company is a
"related tax payer" as defined in Section 1313(c) of the IRC.

                 (b)      Executive may continue his civic, educational and
charitable activities and serve on boards of directors of other companies, if
consistent with this Section 7 and if otherwise approved by the Board.

                 8.       Term and Termination.

                          (a)     The term of Executive's employment with the
Company hereunder shall commence on the date hereof and shall





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continue until Executive resigns or is terminated under this Section 8 or under
Section 9 of this Agreement.

                          (b)     In the event of Executive's death or in the
event of Executive's total disability for any consecutive six-month period
during the term of this Agreement, the Company may at its sole option
thereafter (unless Executive, in the case of disability, shall have resumed his
duties in full prior to such termination) terminate this Agreement, and in such
event the sole right hereunder of Executive, Executive's widower or Executive's
legal representative, as the case may be, shall be to: (i) receive the base
salary due Executive through the last day of the twelfth full calendar month
following the month in which his death or disability shall have occurred; (ii)
have any and all previously accruing bonuses or options or other rights vest in
Executive or in his estate immediately (unless Executive or his estate shall
elect to the contrary); and (iii) in the event of termination by reason of
disability, have the Company continue to maintain in effect at its sole
expense, the major medical, extended medical, extended disability and term life
insurance referred to in Section 5(a) for the one year period following the
date of any such termination.

                          (c)     The Company, upon 30 days prior written
notice to Executive, may terminate this Agreement For Cause (as defined
herein).  For the purposes of this Agreement, the term "For Cause" shall mean:
(i) Executive's breach of the covenants contained in Sections 7, 11 or 13(a)
hereof; (ii) Executive's conviction by, or entry of a plea of guilty or nolo
contendere in, a court of competent jurisdiction for any crime involving moral
turpitude or any felony punishable by imprisonment in the jurisdiction
involved; or (iii) Executive's commission of any act of fraud or dishonesty in
connection with, or related to, his duties hereunder.  Upon termination of
Executive For Cause, this Agreement shall immediately terminate, and Executive
shall not be entitled to any further rights or payments hereunder (other than
payment under Section 2(a) for services rendered prior to the date of such
termination).  Without limiting the generality of the foregoing, Executive
shall have no right on or after the date of such termination to any of the
benefits set forth in Section 5 hereof (other than payment for accrued
vacation), any payment of base salary pursuant to Section 2(a), any payment of
performance bonus pursuant to Section 2(b) for the Bonus Year in which such
termination occurs or any other benefit or payment of any kind whatsoever.





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                          (d) Subject to the payment of amounts required by
Sections 2(b) and 3, the Company shall be entitled to terminate Executive's
employment without cause at any time upon thirty days written notice.

                 9.       Change in Control.  (a)  The provisions of this
Section 9 shall become operative if an Approved Change in Control (as defined
below) or if an Unapproved Change in Control (as defined below) occurs during
the term of this Agreement.  For the purposes of this Agreement, an "Unapproved
Change in Control" shall be deemed to have occurred if any "person" (as defined
in Section 13(d) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act) directly or indirectly of securities of the Company
representing more than 35% of the combined voting power of the Company's then
outstanding securities, as a result of purchases of the Company's securities
which are not expressly approved by the Board.  For the purposes of this
Agreement, an "Approved Change in Control" shall be deemed to have occurred if
any "person" (as defined in Section 13(d) of the Exchange Act becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) directly
or indirectly of securities of the Company representing more than eighty
percent (80%) of the combined voting power of the Company's then outstanding
securities, as a result of a transaction which is expressly approved by the
Board.  For purposes of determining whether or not the Board has expressly
approved purchases of the Company's then outstanding securities resulting in an
Unapproved Change in Control, express approval of the Board shall be defined to
mean that individuals constituting at least a majority of the Board for a
consecutive twenty-four (24) month period prior to such purchases did not vote
in favor thereof.

                 (b)  For a period of two months after an Unapproved Change in
Control of the Company, Executive shall have the right to terminate his
employment with the Company pursuant to this Section 9, and the Company shall
pay Executive the following amounts no later than the 15th business day after
the date of termination of Executive's employment:

                          (i)  A lump sum severance payment equal to 2.9
multiplied by the sum of (A) Executive's base annual salary at the highest rate
in effect during the fiscal year of the Company immediately preceding the date
Executive's employment terminates,





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and (B) the greater of the amount of any incentive, bonus or other cash
compensation that was paid to Executive during either (x) the 12 months
immediately preceding the date Executive's employment terminates and (y) the 12
months immediately preceding the Change in Control; and

                          (ii)  A cash payment equal to the amount by which the
greater of (A) the closing price of the Company's Common Stock on the day
before the date Executive's employment terminates or (B) the highest price per
share actually paid in connection with the Change in Control of the Company,
exceeds the per share exercise price of each then vested and exercisable stock
option held by Executive on the day before the date Executive's employment
terminates, multiplied by the number of shares covered by each such option.  In
exchange for such payment, Executive will surrender all such options to the
Company without exercising them.

                 (c)  In the event the Company terminates Executive's
employment without cause within eighteen (18) months after the effective date
of an Approved Change in Control of the Company, then, in lieu of the amounts
required to be paid to Executive pursuant to Section 8(d) above, the Company
shall pay Executive, within fifteen (15) days after written demand therefor by
Executive, a lump sum severance payment equal to 2.9 multiplied by the sum of
(A) Executive's base annual salary at the highest rate in effect during the
fiscal year of the Company immediately preceding the date Executive's
employment terminates,  and (B) the greater of the amount of any incentive,
bonus or other cash compensation that was paid to Executive during either (x)
the 12 months immediately preceding the date Executive's employment terminates
and (y) the 12 months immediately preceding the Approved Change in Control.

                 (d)  Notwithinstanding anything contained in this Agreement to
the contrary, in the event of an Approved Change in Control or an Unapproved
Change in Control, any unvested portion of that certain stock option to
purchase 250,000 shares of the Company's Common Stock granted to Executive on
May 2, 1995 shall automatically and immediately vest and become exercisable.

             10. Deductibility of Payments to Executive. Notwithstanding
anything else to the contrary in this Agreement, in the event that the payments
to Executive under this Agreement, either alone or together with other payments
Executive has a right to





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receive from the Company, would be non-deductible (in whole or in part) by the
Company for Federal income tax purposes because of Section 280G of the IRC,
then the aggregate present value of amounts payable to Executive pursuant to
this agreement shall be reduced (but not below zero) to the "Reduced Amount."
The Reduced Amount shall be an amount expressed in present value which
maximizes the aggregate present value of all payments to be made to Executive
under this Agreement without causing any payment to be non-deductible by the
Company because of Section 280G of the Code.  For purposes of this Section 10,
present value shall be determined in accordance with Section 280G(d)(4) of the
IRC.  The determination of the Reduced Amount shall be made exclusively by the
Company's outside auditors and in consultation with outside counsel to the
Company (each of whose fees and expenses shall be borne by the Company), and
such determination shall be conclusive and binding on the Company and
Executive.

                 11.      Confidentiality.

                          (a)     The Company (which for purposes of this
Section 11 shall mean the Company and its Affiliates (as defined in Section
7(a)) and Executive recognize that during the course of Executive's employment
with the Company he will accumulate certain crucial proprietary and
confidential information and trade secrets for use in the Company's business
and will have divulged to him certain crucial confidential and proprietary
information and trade secrets about the business, operations and prospects of
the Company, including, without limitation, confidential and proprietary
information regarding suppliers and employees of the Company, which constitute
valuable business assets providing the Company the opportunity to obtain an
advantage over competitors who do not know or use such information or have
access to it without the investment of considerable resources.  Executive
hereby acknowledges and agrees that such information (the "Proprietary
Information") is confidential and proprietary and a trade secret and that such
information shall include, without limitation:

                      (i)         the identity and location of customers and
domestic and foreign suppliers of quality low-cost close-out merchandise that
can profitably be resold, and their buying and selling histories and
creditworthiness; information regarding the quantity, quality, frequency,
pricing and marketability of their supply offerings; and lists setting forth
the same;





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                      (ii)        processes, methods and techniques, including
but not limited to primary contact points in the Company's network; methods of
merchandising in the Company's stores; processes and methods of giving
directions and instructions to the Company's stores and its employees in
connection with merchandising moves; information, techniques, formulas and
judgments relating to the appropriate bidding, pricing and marketing of
close-out merchandise; and the price ranges and techniques by which such
merchandise can be profitably resold at substantial reductions from normal
retail rates; and designs, styles and methods of packaging and distributing
close-out merchandise distinctive to the Company;

                    (iii)         records of research, including but not
limited to demographic studies conducted by the Company and its agents which
contribute to the Company's ability to locate retail store sites;

                      (iv)        proposals and projections, including but not
limited to long-range plans for the Company's growth, expansion, development
and continued fostering of its relationships with its employees, suppliers and
customers; and

                      (v)         files, reports, memoranda, computer software
or programming and budgets or other financial plans or information regarding
the Company and its business, properties or affairs.

                          (b)     Executive agrees that he shall not, at any
time subsequent to the execution of this Agreement, whether during or after the
term hereof, disclose, divulge or make known, directly or indirectly, to any
person, or otherwise use or exploit, any Proprietary Information obtained by
Executive at any time prior to or subsequent to the execution of this
Agreement, except to the extent required by his performance of his duties
hereunder for the Company.  Executive agrees to disclose to the Company the
identity and nature of any contacts with any person or entity soliciting from
Executive disclosure of any Propriety Information or soliciting Executive's
involvement in any business venture competitive with the Company.  Executive
shall not conceal from or fail to disclose to the Company, or divert or exploit
for his own personal profit or that of others, any business opportunity or
other opportunity to acquire an interest in or a contractual relationship with
any person or entity where such person or entity is in the Company's line of
business or





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where such contractual relationship involves the acquisition of real estate and
which would be considered a feasible and advantageous opportunity or
acquisition for the Company.  Upon termination of this Agreement, Executive
will deliver to the Company all tangible displays and repositories of customer
and supplier lists, files, records of research, proposals, reports, memoranda,
business methods and techniques, computer software and programming, budgets and
other financial plans and information and other materials or records or
writings of any other type (including all copies thereof) made, used or
obtained by, or provided to, Executive, containing any Proprietary Information,
whether obtained prior to or subsequent to the execution of this Agreement.

                 12.      Non-Solicitation of Employees.

                          (a) Executive hereby agrees that for the two-year
period following the date of termination of this Agreement he will not (i)
authorize his name to be used by any person, partnership, corporation or other
business entity, or (ii) engage in or carry on, directly or indirectly, whether
as advisor, principal, agent, partner, officer, director, employee,
stockholder, associate or consultant of any person, partnership, corporation or
other business entity which is in competition with the bargain close-out
business carried on by the Company or any of its Affiliates in Los Angeles,
Orange, Riverside, San Bernardino, Ventura, Santa Barbara or San Diego Counties
in the State of California, or any other county in California where business is
then carried on or conducted by the Company or any of its Affiliates, or in the
States of Alabama, Arizona, Colorado, Florida, Georgia, Idaho, Illinois,
Indiana, Louisiana, Missouri, Nevada, New Mexico, Tennessee, Texas or Utah.

                          (b)     Executive further agrees that during the
period from the date of this Agreement until two years after the termination of
this Agreement he shall not contact any employee or supplier of the Company or
any of its Affiliates without advising the Company of such contact and he shall
not participate in any endeavor or activity which would disrupt the Company's
or any of its Affiliate's good business relationships with the employees,
suppliers and/or persons engaged in purchasing activities on behalf of the
Company or such Affiliate, and he shall not make any false, deceptive or
misleading statement or statements to any one or more of such suppliers or such
persons which would be likely to cause such disruption.








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                 13.      Miscellaneous.

                          (a)     Executive represents and warrants to the
Company that he is not now under any obligation of a contractual or other
nature to any person, firm or corporation which is inconsistent or in conflict
with this Agreement, or which would prevent, limit or impair in any way the
performance by him of his obligations hereunder.

                          (b)     The waiver by either party of a breach of any
provision of this Agreement must be in writing and shall not operate or be
construed as a waiver of any subsequent breach thereof.

                          (c)     This Agreement constitutes the entire
Agreement of Executive and the Company and supersedes all prior written or oral
and all contemporaneous oral agreements, understandings and negotiations
between the parties with respect to the subject matter hereof.

                          (d)     Any and all notices referred to herein shall
be sufficiently furnished if in writing, and sent by registered or certified
mail, postage prepaid, or by facsimile transmission (but only if confirmation
of receipt is subsequently received by the sender either orally or in writing),
or by overnight courier (if such overnight courier guarantees next day delivery
and such notice is sent for delivery on a day on which such courier guarantees
such overnight delivery), to the respective parties at the following addresses
or such other address as either party may from time to time designate in
writing in the manner set forth in this Section 13(d):

The Company:

                 Mac Frugal's Bargains o Close-outs Inc.
                 2430 E. Del Amo Boulevard
                 Dominguez, California 90220
                 Attention: Board of Directors

                 Telephone Number: (310) 761-4200


         Executive:





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                 Philip L. Carter
                 10520 Wilshire Blvd., #702
                 Los Angeles, California 90024

                          (e)     If any portion or provision of this Agreement
shall be invalid or unenforceable for any reason, there shall be deemed to be
made such minor changes (and only such minor changes) in such provision or
portion as are necessary to make it valid and enforceable.  The invalidity or
unenforceability of any provision or portion of this Agreement shall not affect
the validity or enforceability of any other provisions or portions of this
Agreement.  If any such unenforceable or invalid provision or provisions shall
be rendered enforceable and valid by changes in applicable law, then such
provision or provisions shall be deemed to read as they presently do in this
Agreement without change.

                          (f)     The rights and obligations of the parties
hereto shall inure to and be binding upon the parties hereto and their
respective heirs, successors and assigns.

                          (g)     The waiver by either party of a breach of a
provision of this Agreement shall not operate or be construed as a waiver of a
subsequent breach hereof.

                          (h)     This Agreement is intended to and shall be
governed by, and interpreted under and construed in accordance with, the laws
of the State of California, without reference to any conflict of laws or
principles.

                          (i)     If any litigation, arbitration or any other
proceedings is instituted in connection with or related to this Agreement, the
non-prevailing party in such litigation, arbitration or other proceeding shall
pay the expenses, including, without limitation, the attorneys' fees and
expenses of investigation, of the prevailing party.

                          (j)     Arbitration.

                                  (i) Any controversy, claim or dispute between
the parties directly or indirectly concerning this Agreement or the breach
hereof, or the subject matter hereof (except in instances where only injunctive
relief is sought by the Company), shall be finally settled by arbitration held
in Los Angeles, California.  The Company and Executive shall





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each select an arbitrator from a panel of seven (7) arbitrators (the
"Arbitration Pool") obtained by the Company from the Federal Mediation and
Conciliation Service within thirty (30) days of receiving written notice from
either party demanding any such proceeding.  Such two chosen arbitrators shall
agree on a third arbitrator from the Arbitration Pool within fifteen days
thereafter.  In the event an agreement has not been reached on the third
arbitrator by the end of such fifteen-day period, the third arbitrator shall be
chosen by the American Arbitration Association.  The arbitration shall be held
and a final decision reached within 30 days thereafter.  The decision of a
majority of the three chosen arbitrators shall be final and conclusive on the
parties, and there shall be no appeal therefrom.  A decision of the arbitrators
may be enforced by the prevailing party in a court of competent jurisdiction.
All other issues in connection with such arbitration shall be in accordance
with the Rules of the American Arbitration Association.

                                  (ii) The parties hereto agree that an action
to compel arbitration pursuant to this Agreement may be brought in any
appropriate court and in connection therewith the laws of the State of
California shall control.  Application may also be made to such court for
confirmation of any decision or award of the arbitrators but only if necessary
to effectuate such decision or award.  The parties hereto hereby consent to the
jurisdiction of the arbitrators and of such court and waive any objection to
the jurisdiction of such arbitrators or court.

                          (k)     The Company and Executive expressly agree
that the provisions of Sections 11, 12 and 13 shall survive the termination of
this Agreement.


                 IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

          THE COMPANY:                 MAC FRUGAL'S BARGAINS o CLOSE-OUTS INC.



                                       By:  ___________________________________





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                                       David H. Batchelder
                                       Chairman of the Board

          EXECUTIVE:



                                       ________________________________________
                                       Philip L. Carter




















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