FOURTH AMENDMENT TO
              THE AMENDED AND RESTATED 1994 EQUITY PARTICIPATION PLAN
                                 OF STROUDS, INC.

     This Fourth Amendment to the Amended and Restated 1994 Equity Participation
Plan of Strouds, Inc. is adopted as of June 30, 1999 by the Board of Directors
(the "Board') of Strouds, Inc., a Delaware corporation (the "Company").

                                  RECITALS

     WHEREAS, the Company maintains the Amended and Restated 1994 Equity
Participation Plan of the Company, effective as of September 1, 1994,
(hereinafter the "Plan"); and

     WHEREAS, pursuant to Section 10.2 of the Plan, the Board may amend the Plan
from time to time;

     NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows,
effective June 30, 1999:

     1.     Section 3.4(d) shall be amended and restated in its entirety as
            follows:

            (d)   During the term of the Plan, each person who is an
                  Independent Director as of the date of the initial public
                  offering of Common Stock automatically shall be granted an
                  option to purchase ten thousand (10,000) shares of Common
                  Stock (subject to adjustment as provided in Section 10.3)
                  on the date of such initial public offering.  When a person
                  is initially elected to the Board following the date of the
                  initial public offering of Common Stock and is then an
                  Independent Director, each such new Independent Director
                  automatically shall (i) be granted an Option to purchase ten
                  thousand (10,000) shares of Common Stock (subject to
                  adjustment as provided in Section 10.3) on the date of his
                  or her election to the Board, and (ii) an Option to
                  purchase 10,000 shares of Common Stock (subject to
                  adjustment as provided in Section 10.3) on the date of each
                  annual meeting of stockholders after such initial election
                  at which the Independent Director is re-elected to the
                  Board.  Members of the Board who are Employees who
                  subsequently retire from the Company and remain on the Board
                  will not receive an Option grant pursuant to Section 3.4(d)
                  (i) of the preceding sentence, but to the extent that they
                  are otherwise eligible, will receive, after retirement from
                  the Company, Options as described in clause (ii) of the
                  preceding sentence.  All of the foregoing Option grants
                  authorized by this Section 3.4(d) are subject to stockholder
                  approval of the Plan.


     2.     Section 10.2 shall be amended by deleting the third sentence of the
            paragraph.


     I hereby certify that the foregoing Fourth Amendment to the Plan was duly
adopted by the Board of Directors of Strouds, Inc. on June 30, 1999.


                                    By /s/Linda McNamara
                                       -----------------
                                       Linda McNamara
                                       ASSISTANT SECRETARY