EXHIBIT 10.1

                                                                EXECUTION COPY

                        AMENDMENT NO. 2 AND WAIVER TO THE
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                                 Dated as of September 22, 2000

         AMENDMENT NO. 2 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,  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. 1") (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) An Event of Default has occurred and is in existence  under Section
5.04(d) of the Credit  Agreement.  The Borrower has  requested  that the Lenders
waive this Event of Default as well as the requirements of Sections 5.04(a), (b)
and (c) for the period of four fiscal quarters ending July 31, 2000.

         (3) In order to carry out an expansion  of the catalog  business of the
Borrower and its Subsidiaries into certain areas, including electronic commerce,
the  Borrower  has entered  into a  Contribution  Agreement  (the  "Contribution
Agreement")  with   FarmandCountry.Com  LLC  ("F&C.com"),   a  Delaware  limited
liability company  organized by Internet Venture Works, an internet  accelerator
firm  ("IVW"),  pursuant to which the Borrower has agreed to  contribute  office
furniture, computer equipment and related software, and the trademark and domain
name "FARMANDCOUNTRY.COM".  The fair market value of these assets (as determined
in good faith by the Borrower's Board of Directors) does not exceed  $1,000,000.
In  anticipation  of and in  return  for this  contribution,  the  Borrower  has
received  units  of  membership  interest  in  F&C.com  constituting  90% of the
outstanding units of membership interest at the time of the agreement. IVW holds
the balance of the  membership  interests.  The Borrower holds its investment in
F&C.com through two new Delaware  corporations:  QSI Newco,  Inc. ("QSI Newco"),
which is  wholly-owned by an indirect  wholly-owned  subsidiary of the Borrower,
and FandC Holding,  Inc. ("F&C, Inc."), which is wholly-owned by QSI Newco. F&C,
Inc.  holds  the  F&C.com  membership   interests  issued  in  anticipation  and
consideration of the Borrower's contribution.
<PAGE>
                                       2


         (4) At the time it makes its contribution to F&C.com,  the Borrower and
certain of its  Subsidiaries  will enter into a License  Agreement (the "License
Agreement")  with  F&C.com,  pursuant to which F&C.com will receive an exclusive
royalty-bearing  license  to market  sell and  provide  goods and  services  via
electronic  channels  (including  the  internet)  and  to  use  the  trademarks,
tradenames and similar intellectual  property of the Borrower and certain of its
Subsidiaries  to conduct  the  Borrower's  catalog  business  and expand it into
electronic commerce. In return, F&C.com will pay the Borrower a royalty equal to
the  greater  of (a)  $750,000  for each  fiscal  year  and (b) 1.5% of  F&C.com
revenues in that  fiscal  year.  The  royalty  will be payable at the end of the
first  fiscal  year  (the  amount of which  will be pro rated for the  remaining
portion of such first  fiscal  year) and on a quarterly  basis  thereafter.  The
license  agreement  provides  that  if  F&C.com  fails  to meet  certain  annual
performance criteria,  the Borrower may terminate the license. These performance
criteria  consist of (x) payment of all royalty  payments and payments under the
Operating  Agreement  (referred  to  below)  within  30 days of due date and (y)
F&C.com's  continuing  solvency.  Upon an IPO or a sale or change of  control of
F&C.com,  F&C.com  would  have the  option to "buy out" the  obligation  to make
ongoing cash royalty payments.

         (5) At the time it makes its contribution to F&C.com,  the Borrower and
certain of its  Subsidiaries  will also enter into an Operating  Agreement  (the
"Operating  Agreement") with F&C.com which sets out terms relating to retail and
transfer  pricing,   promotions  and  advertising,   returns,   cross  marketing
(including  installation  by the  Borrower  of kiosks  in  stores to access  the
F&C.com website), customer service and customer information, a short term rental
by F&C.com of Borrower office and warehouse space (terminable by either party on
60  days'  notice),  warehousing,  shipping  and  other  logistics  and  related
operational  matters.  Transfer  prices for goods F&C.com buys from the Borrower
are equal to the Borrower's purchase order cost plus freight and handling costs.
The price for "special orders" that the Borrower buys from F&C.com,  is (a) 105%
of F&C.com's  "landed cost" (that is, purchase order cost,  inbound freight cost
and  handling  (i.e.,  distribution  center)  cost)  plus (b) 100% of  F&C.com's
outbound  freight  cost.  Sales at store kiosks are for F&C.com's  account,  but
F&C.com  will pay the  Borrower a fee for such  sales  equal to 5% of the retail
price. The rental rate for Borrower office and warehouse space is a pass-through
of the Borrower's cost.

         (6) The Borrower has requested that the Lenders agree to modify certain
of the  provisions of the Credit  Agreement in order to permit the  transactions
described in paragraphs (3) through (5) above (the "F&C.com Transaction").

         (7) The Lenders have agreed to amend and waive 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.  Amendments of Certain  Provisions of the Credit  Agreement.
The Credit  Agreement  is, upon the  Effective  Date (as  hereinafter  defined),
hereby amended as follows:

                  (a) Section 1.01 of the Credit  Agreement is hereby amended as
         follows:
<PAGE>
                                       3


                  (i) The  definition  of  "Applicable  Margin"  is  amended  by
         deleting  the  table  set  forth  therein  and  replacing  it with  the
         following:

<TABLE>
<CAPTION>

                                      Tranche A Term Facility/                    Tranche B Term Facility
                                     Revolving Credit Facility
----------------------------------------------------------------------------------------------------------------

                             Prime Rate Advances     Eurodollar Rate     Prime Rate Advances     Eurodollar Rate
                                                         Advances                                    Advances
----------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                   <C>                   <C>
Level I                             .625%                 1.875%                2.00%                 3.25%

less than 2.5:1


Level II                            .875%                 2.125%                2.00%                 3.25%

2.5:1 or greater,
but less than 3.0:1


Level III                           1.125%                2.375%                2.25%                 3.50%

3.0:1 or greater,
but less than 3.5:1


Level IV                            1.75%                 3.00%                 2.50%                 3.75%

3.5:1 or greater,
but less than 4.0:1


Level V                             2.00%                 3.25%                 2.50%                 3.75%

4.0:1 or greater prior to
July 31, 2001

Level VI                            2.25%                 3.50%                 2.75%                 4.00%

4.0:1 or greater on and
after July 31, 2001
</TABLE>

                  (ii) The definition of the term  "Consolidated"  is amended by
         inserting, before the period at the end thereof, the following proviso:

                  "; provided,  however,  that as applied to the accounts of any
                  Loan Party and its  Subsidiaries,  such term  shall  expressly
                  exclude the accounts of QSI Newco, F&C, Inc.,  F&C.com and all
                  subsidiaries thereof".
<PAGE>
                                       4


                  (iii) The definition of "EBITDA" is amended in full to read as
         follows:

                  " 'EBITDA'  means,  for any period,  the sum,  determined on a
                  Consolidated  basis,  of (a) net  income  (or net  loss),  (b)
                  interest  expense,  (c) income tax expense,  (d)  depreciation
                  expense,  (e)  amortization  expense,  (f) all  extraordinary,
                  unusual or  non-recurring  losses (and in any event  including
                  all write-offs  resulting from SFAS 121  adjustments,  and all
                  non-cash  losses,  and  including  without  limitation,  costs
                  associated with closing the Iowa facility, severance payments,
                  stay  bonuses,   and  other  integration  costs)  deducted  in
                  determining   such  net   income   (or  net  loss)   less  all
                  extraordinary,   unusual  or  non-recurring   gains  added  in
                  determining the net income (or net loss) for such Period,  (g)
                  all  expenses  relating  to  the  Merger  (including   without
                  limitation,  costs  associated with closing the Iowa facility,
                  severance payments, stay bonuses, and other integration costs)
                  to the extent  deducted from such net income (or net loss) for
                  such  Period,  and (h) all  cash  and  non-cash  restructuring
                  charges  incurred prior to January 31, 2001 in connection with
                  the  closure of the stores  listed on  Schedule A hereto in an
                  aggregate  amount  not to exceed  $8,000,000,  in each case of
                  Holding and its Subsidiaries  (including,  without limitation,
                  for  all   calculations   of  EBITDA,   the  Company  and  its
                  Subsidiaries),  determined  in  accordance  with GAAP for such
                  period.

                  (iv) The definition of the term "Fixed Charge  Coverage Ratio"
         is amended in full to read as follows:

                  "  'Fixed  Charge  Coverage  Ratio'  means,  at  any  date  of
                  determination,  the ratio of (a) (i)  Consolidated  EBITDA for
                  the most recently completed four fiscal quarters of Holding or
                  its  Subsidiaries   less  (ii)  the  amount  of  cash  Capital
                  Expenditures made by Holding and its Subsidiaries  during such
                  fiscal  period less (iii) the amount of cash income taxes paid
                  by  Holding  and its  Subsidiaries  during  such  four  fiscal
                  quarter period to (b) the sum of (i) cash interest  payable on
                  all Debt for  Borrowed  Money  plus (ii)  scheduled  principal
                  amounts of all Debt for Borrowed  Money  required to be repaid
                  (in the case of Advances  other than  Advances  under the Term
                  Facilities,  only to the  extent  accompanied  by a  permanent
                  reduction  in the  related  Commitments),  in the case of each
                  item  specified  in  this  clause  (b),  by  Holding  and  its
                  Subsidiaries during such four fiscal quarters.".

                  (v) The definition of "Net Cash Proceeds" is amended by:

                  (A)      inserting immediately after the word "interest" where
                           first occurring the  parenthetical  "(except the sale
                           of  capital  stock of  Holding  to some or all of the
                           Equity Investors and other persons for $15,000,000 in
                           accordance  with Section 4(d) of the  Amendment No. 2
                           and Waiver to the Second Amended and Restated  Credit
                           Agreement ("Amendment No. 2") and the
<PAGE>
                                       5


                           additional  sale of capital  stock of Holding to some
                           or all of the Equity  Investors and other persons for
                           $5,000,000,  such  additional  sale to take  place no
                           later  than  30  days  after  the  Effective  Date of
                           Amendment No. 2)",

                  (B)      inserting  immediately  after the word "Person" where
                           first occurring the words, "any royalty payments made
                           by F&C.com to the  Borrower  pursuant  to the License
                           Agreement,  any  proceeds  received by any Loan Party
                           from (i) an IPO, sale or change of control of F&C.com
                           or (ii) the buy out of the obligation to make ongoing
                           cash  royalty   payments   pursuant  to  the  License
                           Agreement   following  an  IPO,  sale  or  change  of
                           control,",

                  (C)      deleting the proviso at the end of the  definition in
                           its  entirety  and  replacing  it with the  following
                           proviso:

                                    "provided,  however,  that  (A) the Net Cash
                                    Proceeds  from the sale of the  distribution
                                    center at Fostoria, Ohio pursuant to Section
                                    5.02(e)(viii) shall be 50% only of the first
                                    $8,000,000   of   the   cash   received   in
                                    connection with the transaction and 30% only
                                    of the cash in excess of $8,000,000 received
                                    in connection  with the  transaction,  after
                                    making the  deductions  specified in clauses
                                    (a), (b) and (c), (B) the Net Cash  Proceeds
                                    from the  sale of any  other  real  property
                                    pursuant to Section 5.02(e)(ix) shall be 70%
                                    only of the cash received in connection with
                                    the transaction  after making the deductions
                                    specified  in clauses  (a),  (b) and (c) and
                                    (C)  the  Net  Cash  Proceeds  from  (i) any
                                    royalty  payments  made  by  F&C.com  to the
                                    Borrower pursuant to the License  Agreement,
                                    (ii) an IPO,  sale or change of  control  of
                                    F&C.com,   or  (iii)  the  buy  out  of  the
                                    obligation  to  make  ongoing  cash  royalty
                                    payments  pursuant to the License  Agreement
                                    following an IPO,  sale or change of control
                                    shall be 50% only of the  cash  received  in
                                    connection  with  these  transactions  after
                                    making the  deductions  specified in clauses
                                    (a), (b) and (c)".

                           (vi) The definition of "Subsidiary" is hereby amended
                  by  inserting,  before  the  period  at the end  thereof,  the
                  following proviso:

                           "; provided,  however,  that neither QSI Newco,  F&C,
                  Inc.,   F&C.com  nor  any  of  their   subsidiaries  shall  be
                  considered a "Subsidiary" of any Loan Party".

                  (b) Section 1.01 of the Credit Agreement is further amended by
         adding the following definitions thereto:
<PAGE>
                                       6


                           "Contribution   Agreement"   means  the  Contribution
                  Agreement  dated as of July 13, 2000  between  F&C.com and the
                  Borrower,  as the same may be amended,  modified or  otherwise
                  supplemented   from  time  to  time  in  accordance  with  the
                  provisions of this Agreement.

                           "F&C.com"  means  FarmandCountry.Com  LLC, a Delaware
                  limited liability company.

                           "F&C.com   Documents"   means,   collectively,    the
                  Contribution   Agreement,   the  License   Agreement  and  the
                  Operating Agreement.

                           "F&C,  Inc." means FandC  Holding,  Inc.,  a Delaware
                  corporation.

                           "IVW" means Internet Venture Works,  Inc., a Delaware
                  corporation.

                           "License Agreement" means the License Agreement to be
                  entered  into  among the  Borrower  and  certain  Subsidiaries
                  thereof,   as  licensors,   and  F&C.com,   as  licensee,   as
                  contemplated by the  Contribution  Agreement,  as such License
                  Agreement may be amended,  modified or otherwise  supplemented
                  from time to time in  accordance  with the  provisions of this
                  Agreement.

                           "Operating  Agreement" means the Operating  Agreement
                  to be entered into among the  Borrower,  certain  Subsidiaries
                  thereof  and  F&C.com,  as  contemplated  by the  Contribution
                  Agreement,   as  such  Operating  Agreement  may  be  amended,
                  modified  or  otherwise  supplemented  from  time  to  time in
                  accordance with the provisions of this Agreement.

                           "Permitted  Closed Store " means (i) a store which is
                  closed  upon the  expiration  of the lease  for such  store in
                  accordance with its terms,  (ii) through the period commencing
                  on the  Effective  Date and ending on January  31,  2001,  any
                  stores  listed on Schedule A hereto,  and (iii) for the Fiscal
                  Year commencing in 2001 and each subsequent  Fiscal Year until
                  the  Termination  Date, the first 10 stores closed in any such
                  Fiscal Year (not  including  stores closed  pursuant to clause
                  (i) above).

                           "Positive  EBITDA"  means,  for each period listed in
                  Section 5.02(p),  75% of the amount by which the actual EBITDA
                  for the  preceding  Fiscal Year  exceeds the amount  listed in
                  Section 5.04(f) for the preceding Fiscal Year.

                           "QSI  Newco"  means  QSI  Newco,   Inc.,  a  Delaware
                  corporation.

                           "Senior  Debt"  means  the  aggregate  amount  of the
                  Advances  and  the  Available  Amount  of  Letters  of  Credit
                  Outstanding."

                           "Senior Debt to Inventory Ratio" means, for any given
                  date,   a  ratio  of  (A)  Senior  Debt  of  Holding  and  its
                  Subsidiaries  as of such date to (B)  Inventory of Holding and
                  its Subsidiaries on such date."
<PAGE>
                                       7



                  (c) Section 2.06(b)(ii) of the Credit Agreement is amended by:

                           (i)  inserting  at the  end of the  parenthetical  in
                  clause  (A)  thereof  the  words,  "except  the  sale,  lease,
                  transfer or other  disposition of assets following the closure
                  of a store which is not a Permitted Closed Store", and

                           (ii)  deleting  the proviso at the end thereof in its
                  entirety and replacing it with the following proviso:

                           "provided,  however,  that 100% of the amount of such
                           prepayment  in  respect of a Term  Facility  shall be
                           applied to the  installments of such Term Facility in
                           inverse order of maturity  (with the exception of (i)
                           28.57%  of  the  Net  Cash   Proceeds   received   in
                           connection  with the sale of any other real  property
                           pursuant to Section 5.02(e)(ix) and (ii) the Net Cash
                           Proceeds  received from any royalty  payments made by
                           F&C.com  to the  Borrower  pursuant  to  the  License
                           Agreement, which shall be applied to the installments
                           of such Term  Facility in direct order of  maturity).
                           Upon the payment in full of the Term Advances,  there
                           shall be no further mandatory prepayments pursuant to
                           this Section 2.05(b)(ii)."

                  (d) Section  2.07(a)(i) of the Credit  Agreement is amended by
         replacing the words,  "March,  June,  September and December"  with the
         word "month";

                  (e)  Section  2.08(a)  of the Credit  Agreement  is amended by
         replacing the words,  "March,  June,  September and December"  with the
         word "month";

                  (f) Section  2.08(b)(i) of the Credit  Agreement is amended by
         replacing the words,  "March,  June,  September and December"  with the
         word "month";

                  (g) Section 5.01(k) of the Credit Agreement is amended in full
         to read as follows:

                  "(k)  Cash  Management.   Maintain  main  cash   concentration
         accounts with  Comerica  Bank or one or more other banks  acceptable to
         the  Administrative  Agent that have  accepted the  assignment  of such
         accounts to the Administrative Agent pursuant to the Security Agreement
         and have executed a blocked  account  agreement in respect of each such
         account in form and substance satisfactory to the Administrative Agent,
         provided,  however,  that upon  written  request of the  Administrative
         Agent,  the  Borrower  will  within  30 days (i)  move  the  main  cash
         concentration  account  to Fleet,  (ii)  close  any cash  concentration
         account  maintained  at banks  other than Fleet and (iii)  execute  and
         deliver all amendments and other documents, in such form as is required
         by the Administrative  Agent,  necessary to amend the Loan Documents so
         that  Advances  are made and  receipts  applied  to repay or prepay the
         Advances daily on a fully followed basis."
<PAGE>
                                       8


                  (h) Section 5.01(m) of the Credit Agreement is amended in full
         to read as follows:

                  "(m)  Deposit  Accounts.  In the case of the  Borrower and its
         Subsidiaries,  use their reasonable efforts to deliver,  on or prior to
         October 31, 2000,  consents,  in the form attached hereto as Exhibit K,
         from each bank at which a deposit account is maintained, which consents
         shall  provide  that  each  such  bank  agrees  to  transfer  to a cash
         concentration  account  maintained  at Comerica  Bank of Detroit at the
         beginning of each Business  Day, in same day funds,  an amount equal to
         the credit balance of such deposit account."

                  (i)      Section 5.01(n) of the Credit Agreement is amended as
                           follows:

                  (i) by deleting the words in the first  sentence  prior to the
         beginning  of clause (A)  thereof  and  replacing  those words with the
         following:

                           "(n)  Mortgages.  At the  expense  of  the  Borrower,
                  deliver  to the  Administrative  Agent  deeds of trust,  trust
                  deeds,  mortgages,  leasehold mortgages and leasehold deeds of
                  trust in form and  substance  reasonably  satisfactory  to the
                  Administrative  Agent (as amended,  supplemented  or otherwise
                  modified from time to time in accordance with their terms, the
                  "Mortgages")  and covering (i) all of the owned real  property
                  of  the  Borrower  and  its  Subsidiaries   (the  "Owned  Real
                  Property")  on or prior to December  31, 2000,  provided  that
                  such  Mortgages  will be  delivered  in the order of  priority
                  directed by the  Administrative  Agent in the  exercise of its
                  reasonable  discretion,  and at  least  50%  of the  Mortgages
                  covering the Owned Real Property will be delivered by November
                  15, 2000 with the  remainder  to be  delivered by December 31,
                  2000,  provided  further  that  if,  following  the use of its
                  reasonable  best  efforts,   the  Borrower  fails  to  deliver
                  Mortgages  on no more than 5 of the Owned Real  Properties  by
                  December 31, 2000,  the Borrower  shall have until January 31,
                  2001 for delivery of such  Mortgages or such later date as the
                  Administrative  Agent may  determine  in the  exercise  of its
                  reasonable discretion, and (ii) the leased properties that the
                  Administrative  Agent determines,  in its reasonable judgment,
                  to  be  necessary  or   desirable  in   connection   with  the
                  Facilities,  together  with,  in  the  case  of  each  of  the
                  Mortgages  referenced  in clauses (i) through (ii) above,  the
                  following  additional documents  (provided,  however,  that in
                  lieu of the requirements of clauses (B) and (C) below,  within
                  30 days of the delivery of each of the  Mortgages  referred to
                  above,  the  Borrower  and each other Loan Party  providing  a
                  Mortgage may deliver to the Administrative Agent a certificate
                  of the  Secretary  of the Borrower and such other Loan Parties
                  setting  forth the Liens which have priority over the Liens in
                  favor of the Lender Parties on the properties described in the
                  Mortgages):", and

                  (ii)     by deleting from clause (A) thereof the words, "on or
                           before August 7, 1999".

                  (j)  Section  5.01(o)  of the Credit  Agreement  is amended by
         deleting  the words "on or prior to  August 7,  1999" and  substituting
         therefor the words "on or prior to October 31, 2000".
<PAGE>
                                       9


                  (k) Section  5.02(b)(iv) of the Credit Agreement is amended by
         inserting at the end thereof the proviso, "provided, however, that such
         Debt  shall  be  evidenced  by  promissory   notes   delivered  to  the
         Administrative Agent on or prior to October 31, 2000 in such form as is
         satisfactory to the  Administrative  Agent,  and such promissory  notes
         shall be pledged to the  Administrative  Agent to secure the payment of
         all Obligations of the Loan Parties under the Loan Documents".

                  (l)  Section  5.02(e)(i)  of the  Credit  Agreement  is hereby
         amended in full to read as follows:

                  "(i)  (A)  sales  of   Inventory   by  the  Borrower  and  its
                  Subsidiaries in the ordinary course of its business, (B) sales
                  or  other  disposals  of  obsolete,  damaged  or  unmarketable
                  inventory  including  sales of inventory  resulting from store
                  closures,  provided that upon the sale of inventory  resulting
                  from the closure of a store  which is not a  Permitted  Closed
                  Store,  the Borrower  shall, to the extent required by Section
                  2.06(b)(ii), prepay Advances pursuant to and in the amount and
                  order of priority set forth in, Section  2.06(b)(ii),  (C) the
                  contribution of assets to F&C.com pursuant to the Contribution
                  Agreement,  and the  licensing of certain of the  intellectual
                  property  of the  Borrower  and its  Subsidiaries  to  F&C.com
                  pursuant  to the  License  Agreement,  and  (D)  the  sale  of
                  inventory   and  other   assets  by  the   Borrower   and  its
                  Subsidiaries pursuant to the Operating Agreement";

                  (m)  Section  5.02(e)  of the Credit  Agreement  is amended by
         deleting  clause  (viii) and inserting at the end thereof the following
         new clauses (viii) and (ix) as follows:

                  "(viii)  the  sale  of  the  distribution  center  located  at
                  Fostoria,  Ohio by Quality Farm & Fleet,  Inc. solely for cash
                  and for fair value,  provided that the Borrower  shall, to the
                  extent  required  by  Section  2.06(b)(ii),   prepay  Advances
                  pursuant to, and in the amount and order of priority set forth
                  in, Section 2.06(b)(ii).

                  (ix) the  sale of any real  property  by the  Borrower  or any
                  Subsidiary of the Borrower solely for cash and for fair value,
                  provided that the Borrower  shall,  to the extent  required by
                  Section  2.06(b)(ii),  prepay Advances pursuant to, and in the
                  amount   and  order  of   priority   set  forth  in,   Section
                  2.06(b)(ii)."

                  (n) Section 5.02(f) of the Credit  Agreement is hereby amended
         by (i)  deleting the word "and" after the  semicolon in paragraph  (ix)
         thereof,  (ii)  inserting  "; and" in lieu of the  period at the end of
         paragraph (x) thereof, and (iii) adding thereto a new paragraph (xi) to
         read as follows:

                  "(xi)  Investments by the Borrower and its Subsidiaries in QSI
                  Newco,  F&C,  Inc.  and  F&C.com in an  aggregate  outstanding
                  amount not to exceed $1,000,000; provided that with respect to
                  Investments  made under this clause (xi): (1) the Borrower and
                  Quality Stores Services, Inc., a Michigan corporation ("QSS"),
                  shall execute  supplements  to the Security  Agreement in form
                  and  substance   satisfactory  to  the  Administrative  Agent,
                  assigning and pledging to the  Administrative  Agent each Loan
                  Parties' rights under the F&C.com Documents,
<PAGE>
                                       10


                  duly   pledging  the  capital   stock  of  QSI  Newco  to  the
                  Administrative  Agent under the  Security  Agreement,  and QSS
                  shall  deliver  to  the   Administrative   Agent  certificates
                  representing   the  shares  of  capital  stock  of  QSI  Newco
                  accompanied  by undated  stock powers  executed in blank;  (2)
                  immediately before and after giving effect thereto, no Default
                  shall  have   occurred  and  be  continuing  or  would  result
                  therefrom;  (3) the  Borrower  shall not, and shall not permit
                  any of its  Subsidiaries  to,  extend  credit to F&C.com other
                  than  credit in the amount of $500,000 or less at any time and
                  on terms of 30 days or less; (4) the transfer prices for goods
                  F&C.com  buys  from the  Borrower  or any of its  Subsidiaries
                  shall not be less than the  Borrower's  fully  allocated  cost
                  which will be calculated  according to the methodology used in
                  the valuation of the Borrower's other inventory;"

                  (o) Section 5.02(l) of the Credit  Agreement is hereby amended
         in full to read as follows:

                  "(l)  Amendment,   Etc.  of  Related   Documents  and  F&C.com
                  Documents. Cancel or terminate any Related Document or F&C.com
                  Document  or  consent  to  or  accept  any   cancellation   or
                  termination thereof, amend, modify or change in any manner any
                  term or  condition  of any such  Related  Document  or F&C.com
                  Document or give any consent,  waiver or approval  thereunder,
                  waive any default under or any breach of any term or condition
                  of any such Related Document or F&C.com Document, agree in any
                  manner to any other  amendment,  modification or change of any
                  term or  condition  of any such  Related  Document  or F&C.com
                  Document or take any other action in connection  with any such
                  Related  Document or F&C.com  Document that could, in any such
                  case, reasonably be expected to have a Material Adverse Effect
                  or that would have a material  adverse effect on the rights or
                  interests of the Administrative  Agent or any Lender Party, or
                  permit any of its Subsidiaries to do any of the foregoing."

                  (p) Section 5.02(p) of the Credit  Agreement is hereby amended
         by  deleting  the  table  set forth in that  section  and  substituting
         therefor the following:


          Period                                       Amount
          -------------------------------------------------------------

          August 30, 2000 - January 31,              $3,500,000
          2001

          Fiscal Year Ending in 2002                 $17,500,000

          Fiscal Year Ending in 2003                 $20,000,000
                                                    plus Positive
                                                        EBITDA

          Fiscal Year Ending in 2004                  $20,000,000
                                                    plus Positive
                                                        EBITDA

<PAGE>
                                       11


          Fiscal Year Ending in 2005                  $20,000,000
                                                    plus Positive
                                                        EBITDA

          Fiscal Year Ending in 2006                  $20,000,000
                                                    plus Positive
                                                        EBITDA


                  (q) Section 5.02 of the Credit  Agreement is hereby amended by
         adding new subsections (q), (r) and (s) at the end thereof as follows:

                  "(q) Open New  Stores.  Through the period  commencing  on the
                  Effective  Date and ending on July 31, 2001,  open,  or permit
                  any of its  Subsidiaries  to open, any new stores,  other than
                  the stores  listed on  Schedule B hereto,  without the written
                  consent of the Administrative Agent.

                  (r) Open New  Deposit  Accounts.  Open,  or permit  any of its
                  Subsidiaries  to open,  any new deposit  accounts  (other than
                  deposit  accounts  opened  at a bank  which  has  delivered  a
                  consent, in the form attached hereto as Exhibit K) without the
                  written consent of the Administrative Agent.

                  (s) Equity and  Management  Fees.  Make,  or permit any of its
                  Subsidiaries  to make,  any cash  payment  of  equity  fees or
                  management fees (other than reasonable out of pocket expenses)
                  to the Equity  Investors or other  persons,  other than equity
                  and  management  fees not to exceed  in any one month  $30,000
                  paid while ever there shall not exist a Default or an Event of
                  Default  pursuant  to Section  6.01(e) or  resulting  from the
                  failure of any Loan  Party to  perform  or  observe  any term,
                  covenant or agreement contained in Section 5.01(n) or 5.04;";

                  (r)  Section  5.03(b)  of the Credit  Agreement  is amended by
         inserting at the end thereof the following:

                  "together  with (i) an  operations  report  setting  forth the
                  variance  from plan for the Borrower and its  Subsidiaries  of
                  (A) revenues,  (B) gross margin, (C) operating  expenses,  (D)
                  inventory levels, (E) the outstanding balance of the Revolving
                  Credit  Facility,  (F) accounts payable and (G) any other item
                  requested by the  Administrative  Agent, (ii) a report in form
                  satisfactory  to the  Administrative  Agent  setting forth the
                  aging of accounts payable, (iii) a certificate of said officer
                  stating  that no Default or Event of Default has  occurred and
                  is continuing and (iv) a schedule in form  satisfactory to the
                  Administrative  Agent of the computations used by the Borrower
                  in  determining  compliance  with the  covenants  contained in
                  Sections  5.04(d) and (e),  provided  that in the event of any
                  change  in GAAP  used  in the  preparation  of such  financial
                  statements,  the Borrower shall also provide, if necessary for
                  the determination of compliance with Section 5.04,
<PAGE>
                                       12


                  a  statement  of  reconciliation   conforming  such  financial
                  statements to GAAP in effect as of the Effective Date."

                  (s)  Section  5.03(c)  and  (d) of the  Credit  Agreement  are
         amended by deleting the  reference  "5.04(a)  through (d)"  immediately
         before the proviso to each of those Sections and substituting  therefor
         the reference "5.04(a) through (f)".

                  (t) Section 5.03(p) of the Credit  Agreement is hereby amended
         in full to read as follows:

                 "(p)  Borrowing Base  Certificate.  As soon as available and in
         any event by 12:00 Noon (Boston, Massachusetts time) on the Thursday of
         each alternate week, a Borrowing Base Certificate, as at the end of the
         previous  week,  certified  by  the  chief  financial  officer  of  the
         Borrower,  provided  that the  Borrower  shall also deliver a Borrowing
         Base Certificate by 12:00 Noon (Boston,  Massachusetts time) on the 5th
         Business Day following the last day of each month which shall include a
         statement  that  the  Borrower  is  in  compliance  with  the  covenant
         contained  in Section  5.04(e),  or if a Default  has  occurred  and is
         continuing  under Section  5.04(e),  a statement to that effect,  and a
         schedule  in  form  satisfactory  to the  Administrative  Agent  of the
         computations  used by the Borrower in determining  compliance  with the
         covenant contained in Section 5.04(e)."

                  (u)  Section  5.04  of the  Credit  Agreement  is  amended  by
         deleting  the Section in its  entirety  and  substituting  therefor the
         following:

                  "SECTION 5.04.  Financial  Covenants.  So long as any Advance
shall remain  unpaid,  any Letter of Credit shall be  outstanding  or any Lender
Party shall have any Commitment hereunder, Holding will:

                  (a) Fixed Charge Coverage  Ratio.  Maintain at the end of each
         fiscal  quarter of Holding a Fixed Charge  Coverage  Ratio for the most
         recently completed four fiscal quarters of Holding and its Subsidiaries
         of not less than the amount set forth below for such period.

      Four Fiscal Quarters Ending Closest To                Ratio
      -----------------------------------------------------------------------

              October 31, 2000                              0.65
              January 31, 2001                              0.65
              April 30, 2001                                0.87
              July 31, 2001                                 1.03
              October 31, 2001                              1.05
              January 31, 2002                              1.05
              April 30, 2002                                1.05
              July 31, 2002                                 1.07
              October 31, 2002                              1.09
              January 31, 2003                              1.10

<PAGE>
                                       13


              April 30, 2003                                1.10
              July 31, 2003                                 1.10
              October 31, 2003                              1.10
              January 31, 2004                              1.10
              April 30, 2004                                1.10
              July 31, 2004                                 1.10
              October 31, 2004                              1.10
              January 31, 2005                              1.00
              April 30, 2005                                1.00
              July 31, 2005                                 1.00
              October 31, 2005                              1.00
              January 31, 2006                              1.00
              April 30, 2006                                1.00

                  (b)  Interest  Coverage  Ratio.  Maintain  at the  end of each
         fiscal quarter of Holding a ratio of  Consolidated  EBITDA for the most
         recently completed four fiscal quarters of Holding and its Subsidiaries
         to  cash  interest  payable  on  all  Debt  of  the  Borrower  and  its
         Subsidiaries  during such four fiscal  quarter  period of not less than
         the ratio set forth below for such fiscal quarter:

Four Fiscal Quarters Ending Closest To                       Ratio
------------------------------------------------------------------------------
             October 31, 2000                                 1.85
             January 31, 2001                                 1.85
             April 30, 2001                                   1.85
             July 31, 2001                                    1.85
             October 31, 2001                                 1.95
             January 31, 2002                                 2.05
             April 30, 2002                                   2.10
             July 31, 2002                                    2.15
             October 31, 2002                                 2.15
             January 31, 2003                                 2.20
             April 30, 2003                                   2.25
             July 31, 2003                                    2.30
             October 31, 2003                                 2.35
             January 31, 2004                                 2.40
             April 30, 2004                                   2.45
             July 31, 2004                                    2.50
             October 31, 2004                                 2.55
             January 31, 2005                                 2.60
             April 30, 2005                                   2.65
             July 31, 2005                                    2.70
             October 31, 2005                                 2.75
             January 31, 2006                                 2.80
             <PAGE>
                                       14


             April 30, 2006                                   2.85

                  (c) Debt to EBITDA  Ratio.  Maintain at the end of each fiscal
         quarter  of  Holding  a  Debt  to  EBITDA  Ratio  of  Holding  and  its
         Subsidiaries of not more than the ratio set forth below for each period
         set forth below.

    Four Fiscal Quarters Ending Closest To                    Ratio
    ------------------------------------------------------------------------
                 October 31, 2000                              5.25
                 January 31, 2001                              5.25
                 April 30, 2001                                5.15
                 July 31, 2001                                 5.00
                 October 31, 2001                              4.60
                 January 31, 2002                              4.20
                 April 30, 2002                                4.20
                 July 31, 2002                                 4.10
                 October 31, 2002                              4.00
                 January 31, 2003                              3.90
                 April 30, 2003                                3.90
                 July 31, 2003                                 3.85
                 October 31, 2003                              3.70
                 January 31, 2004                              3.55
                 April 30, 2004                                3.50
                 July 31, 2004                                 3.45
                 October 31, 2004                              3.40
                 January 31, 2005                              3.20
                 April 30, 2005                                3.00
                 July 31, 2005                                 3.00
                 October 31, 2005                              3.00
                 January 31, 2006                              3.00
                 April 30, 2006                                3.00

                  (d) Revolver Paydown. Maintain outstanding,  for any period of
         30  consecutive  calendar  days (or, for the entire  period or date set
         forth  below if that  period is less than 60  days),  Revolving  Credit
         Advances  of not  more  than  the  amount  set  forth  below  for  each
         corresponding period or date set forth below:

          Period                                                  Amount
          -----------------------------------------------------------------
          September 22, 2000 - October 31, 2000                $147,150,000
          November 1, 2000 - December 3, 2000                  $143,000,000
          December 4, 2000 - January 1, 2001                   $126,000,000
          January 2, 2001 - January 30, 2001                   $96,000,000
          January 31, 2001                                     $93,500,000
          June 15, 2001 - August 15, 2001                      $115,000,000

<PAGE>
                                       15


          December 15, 2001 - February 15, 2002                $95,000,000
          June 15, 2002 - August 15, 2002                      $105,000,000
          December 15, 2002 - February 15, 2003                $85,000,000
          June 15, 2003 - August 15, 2003                      $100,000,000
          December 15, 2003 - February 15, 2004                $80,000,000
          June 15, 2004 - August 15, 2004                      $100,000,000

                  (e) Senior Debt to Inventory Ratio.  Maintain on the dates 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 such
         date set forth below,  provided  that,  for the dates from February 28,
         2001 until  December  31,  2001,  Holding will not be in breach of this
         covenant  unless it fails to  maintain  the  necessary  Senior  Debt to
         Inventory Ratio for two consecutive dates set forth below.

                   Date                            Ratio
          ------------------------------------------------

          January 31, 2001                         0.87
          February 28, 2001                        0.90
          March 31, 2001                           0.87
          April 30, 2001                           0.86
          May 31, 2001                             0.85
          June 30, 2001                            0.83
          July 31, 2001                            0.82
          August 31, 2001                          0.84
          September 30, 2001                       0.82
          October 31, 2001                         0.82
          November 30, 2001                        0.82
          December 31, 2001                        0.80
          January 31, 2002                         0.82
          April 30, 2002                           0.79
          July 31, 2002                            0.75
          October 31, 2002                         0.74
          January 31, 2003 and thereafter          0.70


                  (f) Minimum  EBITDA.  Maintain at all times  EBITDA of Holding
         and its  Subsidiaries not less than the amount set forth below for each
         period set forth below:

                  Period                                     Amount
                  --------------------------------------------------------
                  Fiscal Year Ending 2001                    $83,000,000
                  Fiscal Year Ending 2002                    $97,000,000
                  Fiscal Year Ending 2003                    $100,000,000
                  Fiscal Year Ending 2004                    $104,000,000
                  Fiscal Year Ending 2005                    $109,000,000
                  Fiscal Year Ending 2006                    $115,000,000"
<PAGE>
                                       16


                  (v) Section 6.01 is amended by adding  immediately  before the
         paragraph commencing "then" the following subsection:

                  "(p) any Loan Party  shall be in default  under any  contract,
         lease or other instrument,  binding on or affecting any Loan Party, any
         of its  Subsidiaries or any of their  properties  other than contracts,
         leases or other  instruments  evidencing  Debt, and 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;";

                  (w) A new Section 7.07 is inserted as follows:

                           "SECTION 7.07. Inspection and Verification.  Once per
         year at the Borrower's own cost and expense not to exceed $25,000, and,
         once per quarter at the Administrative  Agent's cost and expense if the
         Administrative  Agent,  in the  exercise  of its  reasonable  judgment,
         considers such inspection necessary,  the Administrative Agent and such
         persons as the Administrative Agent may reasonably designate shall have
         the right, to inspect the Collateral,  all records related thereto (and
         to make  extracts and copies of such  records)  and the  premises  upon
         which any of the  Collateral  is  located,  to discuss  the  Borrower's
         affairs  with  the  officers  of the  Borrower  and  their  independent
         accountants  and to verify under  reasonable  procedures  the validity,
         amount, quality, quantity, value, condition and status of, or any other
         matter relating to, the Collateral. The Administrative Agent shall have
         the  absolute  right to  share  any  information  it  gains  from  such
         inspection or verification with any Secured Party."

                  (x) Schedule I to the Credit  Agreement is amended by deleting
         the  figure   "$100,000,000"   under  the  heading  "Letter  of  Credit
         Commitment" and replacing it with the figure "$20,000,000".

                  (y) A new  Exhibit K is added to the Credit  Agreement  as set
         forth on Exhibit K hereto.

         SECTION 2. Acknowledgement of Lenders. Subject to the occurrence of the
Effective Date, the Lenders hereby agree and acknowledge  that the provisions of
Section 5.01(j) of the Credit Agreement  ("Transactions  with  Affiliates") will
not be violated by the F&C.com Transaction.

         SECTION 3. Waiver. Subject to the occurrence of the Effective Date each
Lender hereby agrees to waive (i) the requirements of Section  5.04(a),  (b) and
(c) for the period of four fiscal  quarters  ending closest to July 31, 2000 and
(ii) the Event of Default that has occurred  and is in existence  under  Section
5.04(d) of the Credit for the period ending August 15, 2000.

         SECTION 4.  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"),  provided,  however,  that if all of the  following
<PAGE>
                                       17


conditions  are not satisfied by 5:00 P.M. on September 22, 2000 this  Amendment
and  Waiver  will   become  null  and  void  and  have  no  effect   unless  the
Administrative Agent consents otherwise:

                  (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 (ii) the Consent  dated as of the
         date hereof (a copy of which is attached  hereto),  executed by each of
         the Loan  Parties and (iii) the Consent  dated as of the date hereof (a
         copy of which is attached hereto),  executed by J.W. Childs Associates,
         L.P. and Fenway Partners, Inc..

                  (b) The Administrative Agent shall have received:

                           (i)  counterparts  duly  executed by QSS, in form and
                  substance  satisfactory  to  the  Administrative  Agent,  of a
                  Supplement to the Subsidiary Guaranty, and a Supplement to the
                  Security  Agreement  (the  "QSS  Supplements")   pledging  the
                  capital stock of QSI Newco to the  Administrative  Agent under
                  the   Security   Agreement   ,  together   with   certificates
                  representing the shares of capital stock of QSI Newco referred
                  to in the  Supplement  accompanied  by  undated  stock  powers
                  executed in blank;

                           (ii)  counterparts  of a  Supplement  to the Security
                  Agreement   in  form  and   substance   satisfactory   to  the
                  Administrative  Agent (the "F&C  Supplement" and together with
                  this   Amendment   and  Waiver,   the  Consents  and  the  QSS
                  Supplements,  collectively,  the "Amendment Documents"),  duly
                  executed  by  the  Borrower  and  the  Subsidiary   Guarantors
                  pledging  the F&C.com  Documents to the  Administrative  Agent
                  under the Security Agreement

                           (iii) an  updated  list of  locations  at which  each
                  Grantor  keeps  Equipment  and  Inventory   identifying  those
                  locations at which a Grantor has  commenced to keep  Equipment
                  and Inventory since the date of execution of Amendment No. 1;

                           (iv) 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 by the
                  QSS Supplements and the F&C Supplement; and

                           (v)   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  by the Supplement has been taken,  including any
                  filings  with the U.S.  Patent  and  Trademark  Office  or the
                  United States Copyright Office.
<PAGE>
                                       18


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

                  (d) The  Administrative  Agent  shall  have  received  written
         evidence  that some or all of the  Equity  Investors  along  with other
         persons, have invested in Holding not less than $15,000,000 through the
         purchase  for  cash of  common  stock  of  Holding  to be used  for the
         operation of the business of the Loan Parties.

                  (e) The  Administrative  Agent shall have  received  certified
         copies of each of the F&C.com Documents in existence on such date, duly
         executed by the parties thereto and in form and substance  satisfactory
         to the Lender Parties, in each case certified by a Responsible Officer.

                  (f) On the  Effective  Date,  and after  giving  effect to the
         effectiveness  of this Amendment and Waiver and the consummation of the
         F&C.com  Transaction,  (i) the representations and warranties contained
         in  each of the  Loan  Documents  (including,  without  limitation,  in
         Section  6 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.

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

                  (h) The  Administrative  Agent  shall have  received  from the
         Borrower,  on or before the  Effective  Date, an amendment fee equal to
         0.15% of the  Commitments of the Lenders who have signed this Amendment
         and Waiver by the later of (i) 12:00  Noon on  September  22,  2000 and
         (ii) the date on which the Required  Lenders have signed this Amendment
         and Waiver, payable to those Lenders who sign this Amendment and Waiver
         according to the pro rata share of the Commitments of each such Lender.

                  (i) 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.

         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 5.  Condition  Subsequent.  On or prior to October 31, 2000 the
Borrower  shall  have  delivered  to the  Administrative  Agent an  Intellectual
Property  Security  Agreement,  duly executed by the Borrower and the Subsidiary
Guarantors, in form and substance satisfactory to the Administrative Agent.
<PAGE>
                                       19


         SECTION 6.  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 to which it is or is to be a party,
         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)  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) Other than those that would not  reasonably be expected to
         have a Material  Adverse Effect,  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.
<PAGE>
                                       20


                  (f) Set forth on Schedule C 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 book and
         estimated  fair value thereof.  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 D 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,  expiration date and annual rental cost thereof. 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.

         SECTION 7. 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 and Waiver,  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 8. 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 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.
<PAGE>
                                       21


         SECTION 9. 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 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.

         SECTION 10. 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 11.  Governing Law. This Amendment and Waiver shall be governed
by, and construed in accordance with, the laws of the State of New York.

         SECTION 12. 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 Amendment and
Waiver 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/ Denny L. Starr
                                        Title: CFO


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


                                    By: /s/ Denny L. Starr
                                        Title: CFO


                                    FLEET NATIONAL BANK, as Administrative Agent
                                    and as Lender)


                                    By: /s/
                                        Title: Vice President

<PAGE>
                         LENDERS

                         BANK OF AMERICAN. N.A.

                         By: /s/
                              Title:  Principal




<PAGE>



                         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




<PAGE>



                         FIRST UNION NATIONAL BANK

                         By: /s/ Helen F. Wessling
                              Title: Senior Vice President/Director




<PAGE>



                         U.S. BANK NATIONAL ASSOCIATION

                         By: /s/
                              Title: Senior Vice President




<PAGE>



                         THE HUNTINGTON NATIONAL BANK

                         By: /s/ M. W. DeLoof
                              Title: Vice President




<PAGE>



                         HELLER FINANCIAL, INCORPORATED

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




<PAGE>



                         COMERICA BANK

                         By: /s/
                              Title: Vice President




<PAGE>



                         KEY CORPORATE CAPITAL

                         By: /s/ Alex Strazzella
                              Title: Vice President




<PAGE>



                         BHF (USA) CAPITAL CORPORATION

                         By: /s/ Nina Zhou
                              Title: Associate

                         By: /s/ Christopher J. Ruzzi
                              Title: Vice President




<PAGE>



                         UNION BANK OF CALIFORNIA, N.A.

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




<PAGE>



                         FIRSTAR BANK, NATIONAL ASSOCATION

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




<PAGE>



                         NATIONAL CITY BANK

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




<PAGE>



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

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




<PAGE>



                         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




<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




<PAGE>



                         STEIN ROE FLOATING RATE LIMITED
                         LIABILITY COMPANY

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




<PAGE>



                         KZH CYPRESSTREE - 1 LLC

                         By: /s/ Kimberly Rowe
                              Title:  Authorized Agent




<PAGE>



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

                         By: /s/ James Dondero
                              Title: President




<PAGE>



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

                         By: /s/ Nina Zhou
                              Title: Associate

                         By: /s/ Christopher J. Ruzzi
                              Title: Vice President




<PAGE>



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

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




<PAGE>



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

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




<PAGE>



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

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




<PAGE>



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

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




<PAGE>



                         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




<PAGE>



                         KZH WATERSIDE LLC

                         By: /s/ Kimberly Rowe
                              Title: Authorized Agent


<PAGE>

                         ELC CAYMAN LTD. 1999-II

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


<PAGE>



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


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




<PAGE>



                         GLEANEAGLES TRADING LLC.

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



<PAGE>



                         BANKERS TRUST COMPANY

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




<PAGE>



                         FIFTH THIRD BANK

                         By: /s/
                             Title:


<PAGE>



                         HARRIS TRUST AND SAVINGS BANK

                         By: /s/ Robert A. Walsken
                              Title: Vice President





<PAGE>

                                     CONSENT

         Reference  is made to (a)  Amendment  No. 2 and  Waiver  to the  Second
Amended  and  Restated  Credit  Agreement  dated as of May 7, 1999 (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 Waiver and the
performance of the Amendment and Waiver 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 Waiver; 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/ Denny L. Starr
                                       Title: CFO

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


                                   By: /s/ Denny L. Starr
                                       Title: CFO


                                   COUNTRY GENERAL, INC.


                                   By: /s/ Denny L. Starr
                                       Title: CFO


                                   QUALITY FARM & FLEET, INC.


                                   By: /s/ Denny L. Starr
                                       Title: CFO


                                   QUALITY INVESTMENTS, INC.


                                   By: /s/ Denny L. Starr
                                       Title: CFO

                                   QSI TRANSPORTATION, INC.


                                   By: /s/ Denny L. Starr
                                       Title: CFO


                                   VISION TRANSPORTATION, INC.


                                   By: /s/ Denny L. Starr
                                       Title: CFO


<PAGE>
                          Amendment No. 2 and Waiver
                           CONSENT OF EQUITY INVESTORS

         Reference  is made to (a)  Amendment  No. 2 and  Waiver  to the  Second
Amended  and  Restated  Credit  Agreement  dated as of May 7, 1999 (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) an Equity  Investor
and/or (b) a provider of management  and  consultancy  services to Holding,  the
Borrower and its Subsidiaries  hereby consents to the limitations  placed on the
payment of equity fees and  management  fees to the Equity  Investors by Holding
and the Borrower pursuant to Section 1(q) of the Amendment and Waiver and agrees
that:

                  (A) Each of Holding and the Borrower  may not make,  or permit
         any of its  Subsidiaries  to make,  any cash  payment of equity fees or
         management fees (other than  reasonable out of pocket  expenses) to the
         Equity  Investors or other  persons  ,other than equity and  management
         fees not to exceed in any one month $30,000 paid while ever there shall
         not exist a Default or an Event of Default  pursuant to Section 6.01(e)
         or  resulting  from the failure of any Loan Party to perform or observe
         any term, covenant or agreement contained in Section 5.01(n) or 5.04.

         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.

         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.

                                  J.W. CHILDS ASSOCIATES, L.P.


                                  By: /s/ Adam Suttin
                                      Title: Managing Director


                                  FENWAY PARTNERS, INC.


                                  By: /s/
                                      Title:


<PAGE>



                                   Schedule A

                     Stores to be Closed by January 31, 2001

                          [To be provided by Borrower]


                                   Schedule B

                      Stores to be Opened by July 31, 2001

                          [To be provided by Borrower]


                                   Schedule C

                               Owned Real Property

                          [To be provided by Borrower]


                                   Schedule D

                              Leased Real Property

                          [To be provided by Borrower]





<PAGE>



                                                                    EXHIBIT K

                            FORM OF LOCAL BANK LETTER

                                September __, 2000

[Name and Address of
Bank at which the Borrower
maintains account]
Attention: _______________


                              Quality Stores, Inc.

Gentlemen/Women:

         Reference is made to the deposit  accounts  listed on Schedule I hereto
(collectively,  the "Deposit  Accounts")  maintained with you by Quality Stores,
Inc.  (the  "Company").  Pursuant to Section  5.01(m) of the Second  Amended and
Restated Credit Agreement dated as of as of May 7, 1999 (the "Credit Agreement";
the terms defined  therein being used herein as therein  defined)  among Central
Tractor Farm & Country (now known as "Quality Stores,  Inc."), CT Holding,  Inc.
(now  known  as  "QSI  Holdings,  Inc.")("Holding"),  and  Fleet  National  Bank
("Fleet"),  as  administrative  agent,  the Company  and Holding  have agreed to
instruct  each bank at which a deposit  account is  maintained  to transfer to a
main cash  concentration  account at the end of each  Business  Day, in same day
funds, an amount equal to the credit balance of such deposit account.
It is a condition to the continued  maintenance of the Deposit Accounts with you
that you agree to this letter agreement.

         By  signing  this  letter  agreement,  you  acknowledge  notice of, and
consent to the terms and provisions of Section  5.01(m) of the Credit  Agreement
and  confirm to the  Administrative  Agent that the  description  of the Deposit
Accounts set forth on Schedule I hereto is correct and that you have received no
notice of any pledge or assignment of the Deposit Accounts.  Further, you hereby
agree with the Administrative Agent that:

         (a) Until you  receive a written  notice from the Company and signed by
         Fleet with contrary instructions, you will transfer, in same day funds,
         on each of your business days, an amount equal to the credit balance of
         the Deposit  Accounts on such day to the  following  account (the "Cash
         Concentration Account"):

         Quality Stores, Inc.
         Account No. _______
         Comerica Bank,
         500 Woodward Avenue,
<PAGE>

         Detroit, Michigan 48226
         Attention:  Robert M. Porterfield

         Each such  transfer  of funds  shall  neither  comprise  only part of a
         remittance nor reflect the rounding off of any funds so transferred.

         (b) All  transfers  referred to in paragraph (a) above shall be made by
         the  undersigned  irrespective  of,  and  without  deduction  for,  any
         counterclaim,  defense,  recoupment or set-off and shall be final,  and
         the undersigned will not seek to recover from the Administrative  Agent
         for any reason any such payment once made.

         (c) All service  charges and fees with respect to the Deposit  Accounts
         shall be payable by the Company,  and deposited checks returned for any
         reason shall not be charged to the Deposit Accounts.

         This letter agreement shall be binding upon you and your successors and
assigns and shall inure to the benefit of the Administrative  Agent, the Lenders
and their  successors,  transferees  and assigns.  You may terminate this letter
agreement  only upon thirty  days' prior  written  notice to the Company and the
Administrative Agent. Upon such termination you shall close the Deposit Accounts
and  transfer  all  funds in the  Deposit  Accounts  to the  Cash  Concentration
Account.  After any such  termination,  you shall  nonetheless  remain obligated
promptly  to  transfer  to the Cash  Concentration  Account  all funds and other
property received in respect of the Deposit Accounts.

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

                                   Very truly yours,

                                   QUALITY STORES, INC.


                                   By:
                                       Title:


                                   FLEET NATIONAL BANK, as Administrative Agent


                                   By:
                                       Title:



<PAGE>



Acknowledged and agreed to as of
the date first above written:

[NAME  OF BANK]


By:
     Title:



<PAGE>



                                   Schedule I

                                 [Name of Bank]

                                  Account: [        ]