EXHIBIT 10.3

                                                                  EXECUTION COPY

                             AMENDMENT NO. 4 TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                                   Dated as of December 4, 2000

         AMENDMENT NO. 4 (this  "Amendment") 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 Agents 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 dated as of September 22, 2000 and
Amendment  No. 3 dated as of  September  27,  2000 (as so  amended,  the "Credit
Agreement"). Capitalized terms defined in the Credit Agreement and not otherwise
defined in this Amendment are used herein as therein defined.

         (2) The Borrower has  requested  that the Lenders  amend the "clean up"
requirement  applicable to the Revolving Credit Advances as set forth in Section
5.04(d) of the Credit Agreement.

         (3)  The  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 5.03(p) of the Credit  Agreement is hereby amended
         by deleting the word "alternate".

                  (b) Section 5.04(d) of the Credit  Agreement is hereby amended
         (1) by replacing the words  "Revolving  Credit Advances" with the words
         "the aggregate  amount of the Revolving  Credit  Advances and the Swing
         Line Advances" and (2) by deleting the lines:
<PAGE>
                                       2


Period                                                        Amount
------                                                        ------
"November 1, 2000-December 3, 2000                            $143,000,000
December 4, 2000-January 1, 2000                              $126,000,000
January 2, 2001-January 30, 2001                              $96,000,000"

and replacing each of them with the following:

Period                                                        Amount
------                                                        ------
"November 1, 2000-December 21, 2000                           $143,000,000
December 22, 2000-December 25, 2000                           $134,000,000
December 26, 2000-January 11, 2001                            $126,000,000
January 12, 2001-January 15, 2001                             $121,000,000
January 16, 2001-January 30, 2001                             $96,000,000"


                  (c) Section 6.01 of the Credit  Agreement is hereby amended by
         adding immediately before the paragraph commencing "then" the following
         subsection:

                 "(q)  Holding  shall have failed to receive  (after the date of
                 Amendment No. 4) cash proceeds of at least  $2,500,000 from the
                 sale of  common  stock  or  convertible  preferred  stock  (not
                 subject  to  mandatory  redemption)  of  Holding  on or  before
                 December 26, 2000."

                  (d) Section 7.07 of the Credit  Agreement is hereby amended by
         inserting at the end thereof the following sentence:

                 "Notwithstanding  anything to the contrary in this Section, the
                 Administrative  Agent and any  Lender  appointed  to a steering
                 committee  by the  Administrative  Agent,  shall have the right
                 from time to time,  upon prior written  notice to the Borrower,
                 to conduct inventory appraisals, field examinations and related
                 examinations  of the  inventory,  equipment,  real property and
                 leases and any reasonable  out-of-pocket  expenses  incurred in
                 connection  therewith by the  Administrative  Agent or any such
                 Lender shall be reimbursed by the Borrower upon written request
                 by the Administrative Agent or such Lender."

                  (e) For the period commencing on the date hereof and ending on
         January 22, 2001, the Borrower hereby agrees that the aggregate  amount
         of Letters of Credit issued and outstanding  under the Letter of Credit
         Facility  shall not exceed an amount equal to the  aggregate  amount of
         Letters  of  Credit  issued  and  outstanding  as of the  date  of this
         Agreement  (whether  drawn or undrawn)  (the  "December  4  Outstanding
         Amount"),  and the  Issuing  Bank shall not be  obligated  to issue any
         Letters of Credit which,  together with issued and outstanding  Letters
         of Credit  (whether  drawn or  undrawn),  would  exceed the  December 4
         Outstanding Amount.
<PAGE>
                                       3


         SECTION  2.  Conditions  of  Effectiveness  of  this  Amendment.   This
Amendment  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  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  (ii) the  consent  dated as of the date
         hereof (a copy of which is attached  hereto) (the  "Consent",  together
         with this Amendment,  the "Amendment  Documents"),  executed by each of
         the Loan Parties.

                  (b) The Administrative Agent shall have received:

                           (i) an updated  list of locations  (including  leased
                  and owned  stores  and  distribution  centers)  at which  each
                  Grantor maintains Equipment and Inventory;

                           (ii) signed originals of proper financing statements,
                  to be filed on or before the Effective  Date under the Uniform
                  Commercial Code of all jurisdictions  that the  Administrative
                  Agent may deem  necessary or desirable in order to perfect and
                  protect  the  first  priority  liens  and  security  interests
                  created under the Security Agreement,  covering the Collateral
                  described in the Security Agreement, as supplemented;

                           (iii) an updated list of bank accounts maintained for
                  each Loan Party;

                           (iv)   evidence   that  all  other  action  that  the
                  Administrative  Agent may deem necessary or desirable in order
                  to perfect and protect the first  priority  liens and security
                  interests   created   under   the   Security   Agreement,   as
                  supplemented,  has been taken,  including any filings with the
                  U.S.  Patent  and  Trademark   Office  or  the  United  States
                  Copyright Office.

                  (c)  On  the  Effective  Date,  (i)  the  representations  and
         warranties contained in each of the Loan Documents (including,  without
         limitation,  in  Section 3 of this  Amendment)  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.

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

                  (e) The  Administrative  Agent  shall have  received  from the
         Borrower,  on or before the  Effective  Date, an amendment fee equal to
         0.075% of the Commitments of the
<PAGE>
                                       4


         Lenders who have signed this  Amendment  by the later of (i) 12:00 Noon
         on  December  4, 2000 and (ii) the date on which the  Required  Lenders
         have  signed  this  Amendment,  payable to those  Lenders who sign this
         Amendment  according to the pro rata share of the  Commitments  of each
         such Lender.

                  (f) 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.

                  (g) A  retainer  of  $125,000  shall  have  been  paid  to the
         Administrative  Agent of which $75,000 shall have been paid to Shearman
         & Sterling and $50,000  shall have been paid to  FTI/Policano  & Manzo,
         L.L.C. for application against future fees and expenses.

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

         SECTION 3.  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, 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
<PAGE>
                                       5


         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.

                  (f) Set forth on Schedule A hereto is a complete  and accurate
         list  of all  real  property  owned  by any  Loan  Party  or any of its
         Subsidiaries,  showing as of the date hereof the street address, county
         or other relevant  jurisdiction,  state,  record owner and showing also
         the  Loan  Parties  which  maintain  Equipment  and  Inventory  at such
         location.  Each Loan Party or such Subsidiary has good,  marketable and
         insurable fee simple title to such real property, free and clear of all
         Liens, other than Liens created or permitted by the Loan Documents.

                  (g) Set forth on Schedule B hereto is a complete  and accurate
         list of all leases of real  property  under which any Loan Party or any
         of its  Subsidiaries  is the lessee,  showing as of the date hereof the
         street address,  county or other relevant jurisdiction,  state, lessor,
         lessee and showing also the Loan Parties which  maintain  Equipment and
         Inventory at such  location.  To the best of the  knowledge of the Loan
         Party or Subsidiary  which leases the property,  each such lease is the
         legal, valid and binding obligation of the lessor thereof,  enforceable
         in accordance with its terms.

                  (h) All of the  Equipment  and  Inventory  of each  Grantor is
         located at the places listed on Schedules A and B.

         SECTION 4. 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,  arising  out  of  or
otherwise  relating to, or in connection  with, this Amendment,  the Facilities,
the actual or proposed  use of the  proceeds  of
<PAGE>
                                       6


the  Advances  or the  Letters  of  Credit,  the  Loan  Documents  or any of the
transactions entered into in connection therewith.

         SECTION 5. 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.

                  (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.

                  (c)  The  execution,   delivery  and   effectiveness  of  this
         Amendment 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 6. 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,  syndication,  modification  and  amendment  of  this
Amendment 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.

         SECTION 7. Execution in Counterparts. This Amendment 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 by
telecopier shall be effective as delivery of a manually executed  counterpart of
this Amendment.

         SECTION 8.  Governing  Law.  This  Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.

         SECTION 9. 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)
<PAGE>
                                       7


arising  out  of  or  relating  to  this   Amendment   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 Amendment 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
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


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

                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


                             FLEET NATIONAL BANK, as Administrative Agent
                             and as Lender


                             By: ______________________________________
                                 Title:






<PAGE>
                         LENDERS

                         BANK OF AMERICAN. N.A.

                         By:
                              Title:


                         STEIN ROE & FARNHAM CLO I LTD.
                         By: Stein Roe & Farnham Incorporated
                               as Portfolio Manager

                         By: /s/ James R. Fellows
                              Title: Sr. Vice President and Portfolio Manager


                         FIRST UNION NATIONAL BANK

                         By: /s/ Helen F. Wessling
                              Title: SVP/Director


                         U.S. BANK NATIONAL ASSOCIATION

                         By: /s/
                              Title: Senior Vice President


                         THE HUNTINGTON NATIONAL BANK

                         By: /s/
                              Title: Senior Vice President


                         HELLER FINANCIAL, INCORPORATED

                         By: /s/ Sheila C. Welmer
                              Title: Vice President


                         MONUMENT CAPITAL LTD., as Assignee

                         By: Allliance Capital Management L.P., as
                               Investment Manager

                         By: Alliance Capital Management Corporation, as
                               General Partner

                         By: /s/ Svarker M.M. Johansson
                              Title: Vice President


                         KZH WATERSIDE LLC

                         By: /s/ Kimberly Rowe
                              Title: Authorized Agent


                         ELC (CAYMAN) LTD. 1999-III

                         By: /s/
                              Title: S. V. P.


                         ELC (CAYMAN) LTD. 2000-I

                         By: /s/
                              Title: S. V. P.


                         PILGRIM CLO 1999-1 LTD.
                         By: Pilgrim Investments, Inc. as its Investment
                         Manager


                         By: /s/ Charles E. LeMieux
                              Title: Vice President


                         GLENEAGLES TRADING LLC.

                         By: /s/ Ann E. Morris
                              Title: Asst. Vice President
<PAGE>



                         NATIONAL CITY BANK

                         By: /s/ Wilmer J. Jacobs
                              Title: Assistant Vice President


                         THE FUJI BANK, LIMITED

                         By:_______________________
                              Title:


                         STATE STREET BANK AND TRUST COMPANY,
                         as Trustee for GENERAL MOTORS EMPLOYEES
                         GLOBAL GROUP PENSION TRUST

                         By:_______________________
                              Title:


                         STATE STREET BANK AND TRUST COMPANY,
                         as Trustee for GENERAL MOTORS WELFARE
                         BENEFITS TRUST

                         By:_______________________
                              Title:


                         SEQUILS PILGRIM I LTD.
                         By: Pilgrim Investments, Inc. as its Investment Manager

                         By: /s/ Charles E. LeMieux
                              Title: Vice President



<PAGE>



                         BALANCED HIGH YIELD FUND II, LTD
                         By: BHF (USA) Capital Corporation, as its
                         attorney-in-fact

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

                         By: /s/ Nina Zhou
                              Title: Associate


                         CYPRESSTREE INSTITUTIONAL FUND, LLC
                         By: CypressTree Investment Management Company,
                               as Portfolio Manager

                         By: /s/
                              Title: Principal


                         NORTH AMERICAN SENIOR FLOATING RATE FUND
                         By: CypressTree Investment Management Company,
                               as Portfolio Manager

                         By: /s/
                              Title: Principal


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

                         By: /s/
                              Title:


                         Sankaty Advisors, Inc. as Collateral Manager for
                         GREAT POINT CLO 1999-1, LTD., as Term Lender

                         By: /s/
                              Title:



<PAGE>



                         Sankaty Advisors, Inc. as Collateral Manager for
                         BRANT POINT II CBO 2000-1, LTD., as Term Lender

                         By: /s/
                              Title:


                         SANKATY HIGH YIELD PARTNERS II, L.P.

                         By: /s/
                              Title:


<PAGE>



                         PERSEUS CDO I, LIMITED

                         By:  Massachusetts Mutual Life Insurance Company
                                as its Collateral Manager

                         By: /s/ Steven J. Katz
                              Title: Second Vice President and
                                       Associate General Counsel


                         STEIN ROE FLOATING RATE LIMITED
                         LIABILITY COMPANY

                         By: /s/ James R. Fellows
                              Title: Senior Vice President


                         SAAR HOLDINGS CDO LIMITED
                         By: Massachusetts Mutual Life Insurance Company
                                as its Collateral Manager

                         By: /s/ Steven J. Katz
                              Title: Second Vice President and
                                    Associate General Counsel


                         KZH CYPERESSTREE - 1 LLC

                         By: /s/ Kimberly Rowe
                              Title:  Authorized Agent


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

                         By: /s/
                              Title:


<PAGE>



                         HARRIS TRUST AND SAVINGS BANK

                         By: /s/
                              Title: Vice President

                         COMERICA BANK

                         By: /s/
                              Title: Vice President


                         KEY CORPORATE CAPITAL

                         By: /s/ Alex Strazzella
                              Title: Vice President


                         BHF (USA) CAPITAL CORPORATION

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

                         By: /s/ Nina Zhou
                              Title: Associate


                         UNION BANK OF CALIFORNIA, N.A.

                         By: /s/ J. William Bloore
                              Title: Vice President


                         FIRSTAR BANK, NATIONAL ASSOCATION

                         By: /s/ Derek S. Roudebush
                              Title: Vice President



<PAGE>



                         BANKERS TRUST COMPANY

                         By: /s/ Scottye D. Lindsey
                              Title: Vice President


                         FIFTH THIRD BANK

                         By: /s/
                              Title: Assistant Vice President




<PAGE>


                                   Schedule A

                               Owned Real Property

Record Owner    Street Address       County         Loan Parties maintaining
                                                    Equipment and Inventory at
                                                           location
--------------------------------------------------------------------------------
[To be completed by Borrower]





                                   Schedule B

                              Leased Real Property


Lesee           Street Address       County         Loan Parties maintaining
                                                    Equipment and Inventory at
                                                           location
--------------------------------------------------------------------------------

<PAGE>
                                     CONSENT

         Reference  is made to (a)  Amendment  No. 4 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 dated as of September 22, 2000 and
Amendment  No. 3 dated as of  September  27,  2000 (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 Pledgor  under the  Pledge  Agreement,  and/or (c) a
Subsidiary Guarantor under the Subsidiary  Guaranty,  as the case may be, hereby
consents to the execution and delivery of the Amendment and the  performance  of
the Amendment and agrees that:

                  (A) each of the 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

                  (B) as of the Effective  Date, the 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
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


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


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


                             COUNTRY GENERAL, INC.


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


                             QUALITY FARM & FLEET, INC.


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO



                             QUALITY INVESTMENTS, INC.


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO


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                             QSI TRANSPORTATION, INC.


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO



                             VISION TRANSPORTATION, INC.


                             By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO



                             QUALITY STORES SERVICES, INC.


                              By:  /s/ Thomas J. Reinebach
                                  Thomas J. Reinebach
                                  Title: Senior Vice-President, Finance and CFO