SECOND AMENDED AND RESTATED AGREEMENT
 
 
     This is the Second Amended and Restated Agreement (the "Agreement")
 between Robert K. Swanson ("Swanson") and Grossman's Inc. ("Grossman's" or
 the "Company") intended to be effective as of April 3, 1997.
 
     WHEREAS, Swanson has served as a director of Grossman's since 1987;
 and
 
     WHEREAS, in November 1994, Swanson was elected to serve as Chairman
 of the Board in accordance with the terms of an agreement effective as of
 November 23, 1994 (the "Original Agreement"); and
 
     WHEREAS, in connection with the retirement of the President and
 Chief Executive Officer of Grossman's, Swanson was elected to serve in the
 additional capacity of Chief Executive Officer and in light of additional
 services to be performed by Swanson, an Amended and Restated Agreement
 ("the Amended and Restated Agreement") was entered into between Swanson
 and Grossman's which superseded the Original Agreement in all respects
 from and after October 4, 1996; and
 
     WHEREAS, Swanson ceased all duties as Chief Executive Officer
 effective February 7, 1997;
 
     WHEREAS, financial circumstances made it prudent and necessary for
 Grossman's to file for reorganization pursuant to Title 11 of the United
 States Code and Swanson, at the request of the Board of Grossman's, shall
 continue to serve as Chairman of the Board of Grossman's and hold other
 Board positions and to devote time to Grossman's affairs in those
 capacities in 1997; and
 
     WHEREAS, this Agreement is intended to supersede both the Original
 Agreement and the Amended and Restated Agreement in all respects from and
 after April 3, 1997 and all obligations pursuant to such other Agreements
 shall be deemed to have been satisfied as of the Effective Date of this
 Agreement; and
 
     WHEREAS, in recognition of the foregoing and the services to be
 performed by Swanson during periods on and after April 3, 1997, the Board
 has authorized the arrangements set forth in this Agreement subject to any
 approval or modification which may be required by the United States
 Bankruptcy Court for the District of Delaware where the Grossman's case is
 pending;
 
     NOW, THEREFORE, the parties hereby agree to agree as follows:
 
     1.   Effective April 3, 1997, Swanson shall serve as (a) Chairman
 of the Board of Grossman's; (b) a member of the Executive Committee of the
 Board of Grossman's, and (c) a member of the Nominating Committee of
 Grossman's.


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     2.   For Swanson's services in the positions listed in paragraph 1,
 Grossman's will pay to Swanson: (a) $2,000; (b) $500 for each meeting of
 the Board or each meeting of any Committee of the Board of which Swanson
 is a member attended in person by Swanson; (c) $200 for any such Board or
 Committee meeting attended by Swanson by telephone for each such meeting
 which is one (1) hour or more in duration; and (d) reimbursement of all
 actual and necessary business expenses incurred by Swanson in connection
 with attendance at or participation in Board and Committee meetings
 including, without limitation, his reasonable travel expenses (upon
 submission by Swanson of reasonable substantiation thereof).
 
     3.   Swanson also agrees that as Chairman of the Board he will be
 available to devote his time to Grossman's affairs for up to 40 calendar
 days between April 3, 1997 and July 7, 1997, and up to 60 calendar days
 between July 8, 1997 and December 31, 1997 and such additional days as the
 Board shall deem necessary and appropriate.  For these services, Swanson
 shall be compensated by Grossman's at the rate of $2,000 per day plus the
 cost of actual and necessary expenses incurred in the performance of such
 duties, including, without limitation, his reasonable travel expenses
 (subject to submission by him of reasonable substantiation thereof).  The
 foregoing days of service and payments therefore shall be in addition to
 the meeting days and payments therefore provided in paragraph 2 above.
 
     4.   Either Swanson or Grossman's may terminate this Agreement at
 will with or without cause, immediately effective upon written notice. 
 Unless earlier terminated, this Agreement shall terminate on December 31,
 1997 or upon Jeld Wen's or affiliates ("Jeld Wen") sale or other
 disposition of its position as Grossman's lender (unless some or all of
 such interest is converted to equity as party of a Plan of Grossman's),
 whichever is earlier.  Upon termination of this Agreement, Grossman's will
 pay Swanson payments due under paragraphs 2 and 3 for services performed
 and expenses incurred prior to termination.  Grossman's shall have no
 further obligation to Swanson except as provided in paragraph 9 below and
 as provided in the following sentence.  In the event that Jeld Wen
 continues its financial support of Grossman's at the same level as
 committed on April 3, 1997 (i.e. a $50 million DIP facility in addition to
 the pre-petition loans), and this Agreement is terminated prior to
 December 31, 1997, in addition to payments to Swanson pursuant to
 paragraphs 2 and 3 above for services performed prior to termination,
 Grossman's shall pay to Swanson an amount equal to the product of: $2,000
 times 100 minus the number of days Swanson performed services for
 Grossman's between April 3, 1997 and the date of termination.  For
 purposes of calculation in the preceding sentence, days Swanson spent in
 Board or Committee meetings shall not be counted for purposes of the
 subtraction from 100 days provided above.
 
 
 
 
 
 
 
 
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<PAGE>  3

     5.   All notices and other communications shall be in writing,
 either hand delivered or mailed by first class registered mail, postage
 prepaid, if to Swanson at the address set forth below under Swanson's
 signature, or, if to Grossman's, at 45 Dan Road, Canton, Massachusetts
 02021, attention of the Secretary, or at such other address as either
 party shall designate by written notice to the other.  No notice shall be
 deemed to have been given until actually received by the party to whom it
 is addressed; provided, that a certified or registered mail return receipt
 shall be conclusive evidence of such receipt.
 
     6.   This Agreement may not be changed, waived, discharged or
 terminated orally, but only by an instrument in writing, signed by the
 party against which enforcement of such change, waiver, discharge or
 termination is sought, or by order of a court with jurisdiction and
 authority to enter such order.
 
     7.   Neither this Agreement nor any rights or obligations hereunder
 may be assigned by either party without the written consent of the other,
 except that this Agreement will be binding upon and inure to the benefit
 of any successor or successors of Grossman's whether by merger,
 consolidation, sale of assets or otherwise and reference herein to
 Grossman's is intended to include any such successor or successors.
 
     8.   Grossman's agrees to pay the reasonable fees and expenses of
 Swanson's counsel in connection with the negotiation of this Agreement.
 
     9.   From the effective date of this Agreement, Swanson will be
 entitled to indemnification by Grossman's and limitation of liability for
 acts and omissions in his capacity as a director of Grossman's or any
 subsidiary to the fullest extent provided by the Restated Certificate of
 Incorporation and By-laws of Grossman's as in effect or the effective date
 of this Agreement or to any greater extent provided by any amendment to
 those documents.
 
     10.  This Agreement shall be governed by and construed in
 accordance with the internal laws of The Commonwealth of Massachusetts. 
 This Agreement embodies the entire agreement of the parties with respect
 to the subject matter hereof and supersedes all prior agreements and
 understandings, including the Original Agreement and the Amended and
 Restated Agreement.  If any one or more of the provisions of this
 Agreement shall, for any reason, be held to be invalid, illegal or
 unenforceable in any respect, such provision shall be in effective to the
 extent, but only to the extent, of such invalidity, illegibility or
 unenforceability without invalidating the remainder of such invalid,
 illegal or unenforceable provision or provisions or any other provision
 hereof.
 
     11.  Nothing in this Agreement shall be construed to make Swanson
 an employee of Grossman's it being understood that Swanson is an
 independent contractor and is entitled to no rights as an employee of
 Grossman's.
 
 
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<PAGE>  4

     IN WITNESS WHEREOF, the parties have executed this Agreement as of
 the date first above written.
 
                              GROSSMAN'S INC.
 
 
 
                              By: ____________________________
                              Name:
                              Title:
 
 
 
                              ________________________________
                              Robert K. Swanson
                              c/o RKS, Inc.
                              5600 North Palo Cristi Road
                              Paradise Valley, Arizona  85253
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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