REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (the  "Agreement")  is made  and
entered into as of April 5, 2000, by and among the persons indicated on Schedule
1 hereto  (each a "Holder" or  collectively  as the  "Holders")  and Dollar Tree
Stores, Inc., a Virginia corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS,  this Agreement is made in connection  with the acquisition by
the Company of 100% of the capital stock of Dollar Express, Inc., a Pennsylvania
corporation ("Dollar Express"),  pursuant to an Merger Agreement, dated April 5,
2000 (the "Merger  Agreement"),  under which a  wholly-owned  subsidiary  of the
Company will merge with and into Dollar Express ("Merger");

         WHEREAS, as a result of the Merger, the Holders will exchange of all of
their  interests in Dollar  Express for an aggregate  number of shares of common
stock, $0.01 par value per share ("Common Stock"),  of the Company as determined
pursuant to section 2.1 of the Merger Agreement; and

         WHEREAS,  as used herein the term  "Registrable  Shares" shall mean the
shares of Common Stock received by Holders upon the original issuance thereof in
the  Merger  and any other  shares of  capital  stock of the  Company  issued in
respect of any such shares of Common  Stock as a result of stock  splits,  stock
dividends,   reclassification,   exchange  offer,  recapitalizations,   mergers,
consolidations or similar events.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements set forth herein,  the parties hereto,  intending to be
legally bound, agree as follows:




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         1. Registration Rights.  Subject in each case to the obligations of the
Holders under Section 3:

                  (a) Shelf Registration.

                           (i) The Company  shall prepare or amend and file with
the Securities and Exchange Commission ("Commission"),  a registration statement
for an offering to be made on a continuous  basis pursuant to Rule 415 under the
Securities  Act of 1933,  as amended  ("Securities  Act"),  covering one million
eight hundred thousand  (1,800,000)  Registrable Shares ("Shelf  Registration").
The  Shelf  Registration  shall  be  on  Form  S-3  or  any  similar  short-form
registration  statement  that is  available  under the  rules of the  Commission
permitting  registration of the Registrable  Shares for resale by the Holders in
the manner designated herein. The Company shall file the Shelf Registration with
the Commission and use commercially  reasonable efforts (subject in all cases to
any  procedures  and  limitations  which  may be  imposed  by the  staff  of the
Commission) to (i) cause the Shelf  Registration to be declared  effective under
the  Securities  Act as soon as  practicable,  but in no  event  later  than the
closing  on the  Merger,  and (ii)  keep  the  Shelf  Registration  continuously
effective  under  the  Securities  Act for a period  ending  on the date that is
soonest of (A) the first  anniversary  of the  closing on the Merger and (B) the
date when all  Registrable  Shares covered by the Shelf  Registration  have been
disposed of by Holders.

                           (ii)  The  Company   shall  cause  the   registration
statement for the Shelf Registration, in the form in which it becomes effective,
to contain a prospectus ("Shelf Prospectus") covering the resale on nine hundred
thousand  (900,000)  Registrable  Shares. The Company shall file an amendment to
such  registration  statement which shall amend the Shelf  Prospectus to include
one million  eight  hundred  thousand  (1,800,000)  Registrable  Share,  and the
Company shall use its reasonable  best efforts to cause such amendment to become
effective by October 15, 2000.

                           (iii) Notwithstanding any provision of this Agreement
to the contrary, at any time when a prospectus is required to be delivered under
the Shelf Registration,  the Company has the right to give notice to the Holders
that any event has occurred as a result of which the prospectus included in such
Registration  Statement contains an untrue statement of a material fact or omits
any fact necessary to make the  statements  therein not  misleading,  including,
without  limitation,  statements  or omissions  concerning  a material  proposed
financing,   stock   offering,   reorganization,    recapitalization,    merger,
consolidation or similar transaction  involving the Company.  Each Holder agrees
that, upon receipt of any such notice,  such Holder will forthwith terminate and
cease any Transfers (as defined below) of Registrable Shares until it is advised
in writing by the Company that the use of the prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the prospectus,  and, if so directed by the Company, such Holder
will deliver to the Company (at the expense of the  Company)  all copies,  other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable Shares, at the time of receipt of such notice.




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                  (b) Demand Registrations.

                           (i) Until the first anniversary of the closing on the
Merger,  a group of  Holders  willing to sell at least two  million  (2,000,000)
Registrable  Shares may give  written  notice to the Company  ("Demand  Notice")
demanding a registration under the Securities Act for the sale of all or part of
its  Registrable  Shares  on Form  S-3 or any  similar  short-form  registration
statement  that  is  available  under  the  rules  of  the  Commission  ("Demand
Registration"). The Holder or Holders, as the case may be, requesting the Demand
Registration,  together  with all other  Holders who  participate  in the Demand
Registration,  are referred to collectively as the "Demanding Party". The Holder
or  Holders,  as the case may be, not  constituting  the  Demanding  Party,  are
referred to  collectively  as the  "Non-Demanding  Holders." All parties  having
piggyback   registration   rights  under  the  Company's  Amended  and  Restated
Stockholders  Agreement effective as of March 13, 1995, as amended, or under any
other agreement with the Company are referred to as the  "Non-Demanding  Party."
With  respect  to a Demand  Registration  pursuant  to this  Section  1(b),  the
investment  banker(s) and managing  underwriters to administer such registration
shall be selected solely by the the Company.

                           (ii) If at the time  the  Company  receives  a Demand
Notice,  the  Company  is  preparing,  or  within 30 days  thereafter  engages a
managing  underwriter and commences to prepare, a registration  statement for an
underwriten  public offering which in fact is filed and becomes effective within
90 days after the date the Company received the Demand Notice,  then the Company
may, subject to Section 1(c) hereof,  at its option may delay the performance of
its obligations with regards to a Demand  Registration  for a reasonable  period
not to exceed 120 days from the date the Company received the Demand Notice.

                           (iii) If at the time the  Company  receives  a Demand
Notice,  the Company is engaged in any material  acquisition  or  divestiture or
other business  transaction with a third party which would be adversely affected
by such request to register  Registrable Shares to the material detriment of the
Company,  then the  Company  may at its  option  delay  the  performance  of its
obligations with regards to a Demand Registration for a reasonable period not to
exceed 120 days from the date the Company received the Demand Notice;  provided,
however,  that the period of time during  which the  Holders  enjoy the right to
Demand Registrations as set forth in the first sentence of Section 1(b)(i) shall
be extended by the duration of any such delay.

                           (iv) The Holders  shall in the  aggregate be entitled
to demand up to two (2) Demand Registrations under this Section 1(b).

                           (v) The  Non-Demanding  Holders and the Non-Demanding
Party shall have the right to participate in any Demand Registration made by the
Demanding Party, provided however that the Demanding Party and the Non-Demanding
Holders,  in  the  aggregate,  shall  always  enjoys  the  right  to  a  minimum
participation of forty percent (40%) of the shares of Common Stock to be offered
and sold  pursuant to the Demand  Registration.  Such  percentage  participation
shall



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apply to all Demand  Registrations  made  pursuant  to this  Section  1(b).  The
Company  shall  use all  reasonable  efforts  to  cause  all such  Common  Stock
requested  by  the  Demanding   Party,   the   Non-Demanding   Holders  and  the
Non-Demanding  Party to be  registered  by the holders  thereof to be registered
under  the  Securities  Act  and any  applicable  securities  laws  in a  manner
consistent with the requests; provided, that if the managing underwriter advises
in writing  that less than all of the such shares  should be offered for sale so
as not to  materially  and  adversely  affect  the  price or  salability  of the
offering being  registered by the Company,  all  shareholders  selling under the
Demand  Registration  (i.e., the Demanding Party, the Non-Demanding  Holders and
the Non-Demanding Parties) will withhold from sale, such number of shares as the
managing underwriter shall specify,  with such cut-back allocated among all such
shareholders,  provided that the Demanding Party and the Non-Demanding  Holders,
in the aggregate,  always enjoys a minimum  participation of forty percent (40%)
of the Demand Registration allocated among them as specified in Section 3(a).

                           (vi)  Notwithstanding  anything in this  Agreement to
the contrary, a Demand Notice shall not be effective,  and the Holders shall not
have a right to a Demand Registration,  unless the Demanding Party states in the
Demand Notice an intention to sell at least two million (2,000,000)  Registrable
Shares pursuant to a "firm  commitment"  underwritten  public offering for cash.
The Demanding  Party agrees to act in good faith and cooperate  with the Company
in effecting such underwritten public offering.

                  (c) Participation in Other Registered Offerings.

                           (i) If the  Company at any time or times  proposes or
is required to register any of its Common Stock or other equity  securities  for
public  sale  for  cash on a  registration  form  that  would  also  permit  the
registration of Registrable Shares, the Company shall give written notice to the
Holders of its intention to do so ("Piggyback Notice"). Upon the written request
of any of the Holders  given  within five (5) days after the date  Company  give
Piggyback  Notice,  the Company  shall use all  reasonable  efforts to cause all
Registrable  Shares requested to be registered (a "Piggyback  Registration")  by
the  Holders  to be  registered  under  the  Securities  Act and any  applicable
securities laws in a manner consistent with the requests. The Holder or Holders,
as the case may be,  requesting  the Piggyback  Registration,  together with all
other Holders who  participate  in the Piggyback  Registration,  are referred to
collectively as the "Participating  Holders". All other parties participating in
the Piggyback Registration (other than the Company) are referred to collectively
as the "Other  Sellers."  With respect to a Piggyback  Registration  pursuant to
this  Section  1(b),  the  investment  banker(s)  and managing  underwriters  to
administer such registration shall be selected solely by the the Company.

                           (ii) Until the first  anniversary  of the  closing on
the Merger,  the  Participating  Holders shall have the right to participate pro
rata in any  Piggyback  Registration,  provided  however that the  Participating
Holders always enjoy the right to a minimum participation of forty percent (40%)
of the shares of Common Stock to be offered and sold  pursuant to the  Piggyback
Registration.  Such  percentage  participation  shall  apply  to  all  Piggyback
Registrations



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initiated  pursuant to this Section 1(c) during the first year following closing
on the Merger.  The Company shall use all  reasonable  efforts to cause all such
Common Stock requested by the Participating  Holders and the Other Sellers to be
registered by the holders thereof to be registered  under the Securities Act and
any  applicable  securities  laws in a  manner  consistent  with  the  requests;
provided, that if the managing underwriter advises in writing that less than all
of the such  shares  should  be  offered  for sale so as not to  materially  and
adversely affect the price or salability of the offering being registered by the
Company, all shareholders  selling under the Piggyback  Registration (i.e., both
Participating Holders and Other Sellers) will withhold from sale, such number of
shares as the managing  underwriter shall specify,  with such cut-back allocated
among all such  shareholders,  provided that the  Participating  Holders  always
enjoys  a  minimum  participation  of  forty  percent  (40%)  of  the  Piggyback
Registration.

                           (iii)  Beginning  one year  after the  closing on the
Merger and for two (2) years thereafter,  the  Participating  Holders shall have
the right to participate  pro rata in any Piggyback  Registration  in accordance
with  the  number  of  shares  of  Common  Stock   beneficially  owned  by  such
Participating  Holders and the Other Sellers.  Such pro rata participation shall
apply to all  Piggyback  Registrations  initiated  pursuant to this Section 1(c)
following the first anniversary of the closing on the Merger.  The Company shall
use all  reasonable  efforts to cause all such  Common  Stock  requested  by the
Participating  Holders  and the Other  Sellers to be  registered  by the holders
thereof to be registered under the Securities Act and any applicable  securities
laws in a manner  consistent with the requests;  provided,  that if the managing
underwriter  advises in writing that less than all of the such shares  should be
offered  for sale so as not to  materially  and  adversely  affect  the price or
salability of the offering  being  registered by the Company,  all  shareholders
selling under the Piggyback  Registration (i.e., both Participating  Holders and
Other  Sellers) will  withhold from sale,  such number of shares as the managing
underwriter  shall  specify,   with  such  cut-back  allocated  among  all  such
shareholders pro rata in accordance with number of shares  beneficially owned by
them.

                           (iv) This  Section  1(c)  shall not apply to, and the
Holders' right to a Piggyback Registration shall not be triggered by, the filing
of a registration  statement (A) covering shares of Common Stock issued pursuant
to an employee  benefit  plan,  (B) on Form S-4 for the purpose of offering such
securities  to another  business  entity or the  shareholders  of such entity in
connection   with  the  acquisition  of  assets  or  shares  of  capital  stock,
respectively,  of  such  entity  or  (C)  in  connection  with  a  resale  shelf
registration   filed  in  connection   with  an   acquisition,   reorganization,
recapitalization,  merger,  consolidation or similar  transaction  involving the
Company,  including a Shelf  Registration  described in Section 1(a) above,  the
terms and conditions of which shall be governed by the provisions thereof).

                           (v) If any  Piggyback  Registration  was initiated by
the Company to effect,  in whole or in part,  a primary  public  offering of its
securities  and, if at any time after giving  written notice of its intention to
so  register  securities  and  before  the  effectiveness  of  the  registration
statement filed in connection with such registration, the Company determines for
any reason either



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not to effect such registration or to delay such registration,  the Company may,
at its election,  by prior written  notice to each Holder:  (i) in the case of a
determination  not to effect  registration,  relieve itself of its obligation to
register such Holder's  Registrable Shares in connection with such registration;
or (ii) in the case of a  determination  to  postpone  registration,  delay  the
registration  of such  Holder's  Registrable  Shares for the same  period as the
registration of Company's securities is postponed.

                  (d) Limitations.  Notwithstanding  any other provision of this
Agreement,  the Company  shall not be  required  to effect a Shelf  Registration
pursuant to Section  1(a), a Demand  Registration  pursuant to Section 1(b) or a
Piggyback Registration pursuant to Section 1(c) (any of which may be referred to
herein as a  "Registration"),  or file any  post-effective  amendment  to such a
Registration:

                           (i)  if  a   Registration,   or  any   post-effective
amendment to such a Registration, requires, under applicable statutes and rules,
a special  audit (other than a normal  fiscal  year-end  audit) of the financial
statements of the Company, unless the Holders participating in such Registration
("Selling  Holders") agree to pay the fees and expenses of accountants  incurred
in connection  with the special audit and which would  otherwise not be incurred
but for the participation of the Selling Holders in such Registration; and

                           (ii) unless the Company has received from the Selling
Holders all information the Company has requested pursuant to Section 3.

         2. Company's  Obligations.  In connection with the Company's obligation
to effect a Registration, it shall:

                  (a)   Promptly   prepare  and  file  with  the   Commission  a
registration  statement  with  respect  to the  shares  to be  included  in such
Registration  ("Shares") and use its  commercially  reasonable  efforts to cause
such registration statement to become and remain effective as soon as reasonably
practicable thereafter;

                  (b)  Prepare  and file such  amendments  to such  registration
statement  and  supplements  to  the  prospectus  contained  therein  as  may be
necessary to keep such registration statement effective as required herein;

                  (c) Furnish to the Selling Holders and to any  underwriters of
the  Shares  such  reasonable  number of copies of the  registration  statement,
preliminary  prospectus,  final  prospectus,  and such other  documents  as such
underwriters  may reasonably  request in order to facilitate the public offering
of such securities;

                  (d) Register or qualify the Shares under such state securities
or "blue sky" laws of such  jurisdictions  as the Selling Holders may reasonably
(in light of a reasonable  plan of  distribution)  request as soon as reasonably
practicable, but in any event within twenty (20) days



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following the original filing of such registration statement; provided, that the
Company shall not be required to take any action in any jurisdiction which would
require it to qualify to do business in such  jurisdiction or otherwise  subject
it to service of  process,  except  with  respect  to the  offering  and sale of
Shares;

                  (e) Notify the Selling Holders promptly after it shall receive
notice thereof of the time when such registration statement has become effective
or a supplement to any prospectus forming a part of such registration  statement
has been filed;

                  (f) Notify the Selling Holders  promptly of any request by the
Commission  or  applicable   state   securities   agency  for  the  amending  or
supplementing  of such  registration  statement or prospectus or for  additional
information;

                  (g) Prepare and promptly file with the Commission and promptly
notify the Selling Holders of the filing of such amendment or supplement to such
registration  statement  or  prospectus  as  may be  necessary  to  correct  any
statements  or  omissions  if, at the time when a  prospectus  relating  to such
securities is required to be delivered under the Securities Act, any event shall
have occurred,  the result of which any such prospectus or any other  prospectus
as then in effect would  include an untrue  statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading; provided however that
the Company need not file any  registration  statement  amendment or  prospectus
supplement  with  respect  to  the  Shelf  Registration  on the  account  of the
existence   of   a   proposed   financing,   stock   offering,   reorganization,
recapitalization,  merger,  consolidation  or  similar  transaction  until  such
occurrence has been publicly announced;

                  (h)  In  case  the  Selling  Holders  or any  underwriter  are
required  to  deliver  a  prospectus  at a time  when  the  prospectus  then  in
circulation  is not in  compliance  with the  Securities  Act,  the Company will
prepare and file such supplements or amendments to such  registration  statement
and such  prospectus or  prospectuses  as may be necessary to permit  compliance
with the  requirements  of the Securities Act as soon as reasonably  practicable
thereafter;

                  (i)  Advise  the  Selling  Holders,  promptly  after  it shall
receive notice or obtain  knowledge  thereof,  of the issuance of any stop order
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its commercially
reasonable to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;

                  (j) Not file any amendment or supplement to such  registration
statement or  prospectus to which any of the Selling  Holders  shall  reasonably
have objected on the grounds that such  amendment or supplement  does not comply
in all material  respects with the  requirements  of



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the Securities Act or the rules and  regulations  thereunder,  after having been
furnished with a copy thereof prior to the filing thereof;

                  (k)  At  the  request  of  any  Selling  Holder  (1)  use  its
commercially  reasonable  efforts to obtain and furnish on the effective date of
the  registration  statement or, if such  registrations  include an underwritten
public offering, at the closing provided for in the underwriting  agreement,  an
opinion,  dated such date,  of the  counsel  representing  the  Company  for the
purposes of such registration, addressed to the underwriters, if any, and to the
Selling Holders making such request,  which shall contain such statements as the
underwriters may reasonably  request,  or, if the offering is not  underwritten,
shall state that such  registration  statement  has become  effective  under the
Securities  Act and that (i) to the best of such  counsel's  knowledge,  no stop
order  suspending the  effectiveness  thereof has been issued and no proceedings
for that purpose have been instituted or are pending or  contemplated  under the
Securities Act; (ii) the registration  statement,  related prospectus,  and each
amendment or supplement  thereto comply as to form in all material respects with
the  requirements of the Securities Act and applicable  rules and regulations of
the Commission  thereunder  (except that such counsel need express no opinion as
to financial statements, financial information, or financial schedules contained
therein);  and (iii)  such  counsel  has no reason to  believe  that  either the
registration  statement or the prospectus or any amendment or supplement thereto
contains any untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading;  and (iv) the opinion of counsel shall  additionally  cover such
legal  matters with respect to the  registration  and with respect to which such
opinion is being given as such requesting  Selling Holder or Selling Holders may
reasonably  request;  and (2) use its commercially  reasonable efforts to obtain
letters dated on such  effective  date,  and such closing date, if any, from the
independent  certified  public  accountants  of the  Company,  addressed  to the
underwriters,  if any, and to the Selling  Holders making such request,  stating
that they are independent certified public accountants within the meaning of the
Securities  Act and dealing with such matters as the  underwriters  may request,
or, if the  offering is not  underwritten,  stating  that in the opinion of such
accountants the financial  statements and other financial data pertaining to the
Company  included  in  the  registration  statement  or  the  prospectus  or any
amendment  or  supplements  thereto  comply in all  material  respects  with the
applicable  accounting  requirements of the Securities Act; such letter from the
independent  certified public  accountants shall  additionally  cover such other
financial matters,  including  information as to the period ending not more than
five (5)  business  days prior to the date of such  letter,  with respect to the
registration  statement and  prospectus,  as the requesting  Selling Holders may
reasonably request; and

                  (l)  With  respect  to  a  Demand  Registration  or  Piggyback
Registration,   (A)  execute  an  underwriting   agreement   comparable  to  the
underwriting  agreements executed by the Company in connection with its previous
underwritten   secondary  public  offerings  (with  such  modifications  as  the
underwriters may reasonably request) and (B) provide such reasonable  assistance
in  the  marketing  of  the  Shares  as  is  customary  of  issuers  in  primary
underwritten public offerings (including  participation by its senior management
in "road shows").




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         3. Holders' Obligations.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  the Holders (including any Subsequent Holders to whom they may
Transfer  Registrable  Shares)  agree that their  rights to  participate  in any
particular   Registration   (including  the  Shelf  Registration)  or  sell  any
Registrable  Shares  thereunder shall be allocated among all Holders pro rata in
accordance  with the  relative  ownership  of the  Holders as of the date of the
closing on the Merger as stated in Schedule 1 hereto; provided, however, that if
any Holder (a  "Declining  Holder")  declines to sell his, her or its full share
under the preceding  clause (or owns fewer  Registrable  Shares than his, her or
its full  share),  then the  unused  portion  of such  Holder's  share  shall be
reallocated  among the Holders who are selling their full allocation  under such
clause  ("Non-Declining  Holders")  pro rata in accordance  with their  relative
ownership  of the  Non-Declining  Holders  as of the date of the  closing on the
Merger as stated in Schedule 1 hereto. If applicable,  this reallocation process
shall be  repeated  until all unused  portions of any  Holder's  share have been
allocated  among the  Non-Declining  Holders or until all Holders have  declined
such additional allocations.

                  (b) In connection  with the  Company's  obligation to effect a
Registration pursuant to Section 1, each Holder shall furnish information to the
Company  concerning such Holder's holdings of securities of the Company and each
Selling Holder shall furnish  information to the Company concerning the proposed
method of sale or other  disposition  of the  Registrable  Shares and such other
information and undertakings as the Company may reasonably request in connection
with the  preparation  and  filing  of the  Registration  or any  post-effective
amendment  covering all or part of the Registrable  Shares.  Each Selling Holder
further  agrees to enter  into such  undertakings  and take  such  other  action
relating  to  the  conduct  of the  proposed  offering  which  the  Company  may
reasonably request as being necessary, in the opinion of counsel to the Company,
to ensure compliance with the federal and state securities laws and the rules or
other  requirements  of the National  Association  of Securities  Dealers,  Inc.
("NASD") or otherwise to effectuate the offering.

                  (c) No Holder may participate in any underwritten registration
hereunder unless such Holder (i) agrees to sell such Holder's Registrable Shares
on the basis provided in any underwriting  arrangements  approved by the persons
entitled  hereunder to approve such arrangements and (ii) completes and executes
all  questionnaires,  powers  of  attorney,  indemnities,  holdback  agreements,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements.

                  (d) Each  Selling  Holder  agrees  that,  upon  receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 2(g) hereof, such Selling Holder will forthwith discontinue  disposition
of Registrable  Shares until such Selling  Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 2(g) hereof, or until
it is advised in writing by the Company  that the use of the  prospectus  may be
resumed,  and has received copies of any additional or supplemental filings that
are  incorporated  by  reference in the



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prospectus, and, if so directed by the Company, such Selling Holder will deliver
to the Company all copies then in such  Holder's  possession  of the  prospectus
covering such Registrable  Shares current at the time of receipt of such notice,
other than permanent file copies then in such Holder's possession.

                  (e) Until the first  anniversary of the closing on the Merger,
each time any Holder intends to complete any (i) offer,  pledge,  sell, contract
to sell,  sell any  option or  contract  to  purchase,  purchase  any  option or
contract  to sell,  grant any  option  right or warrant to  purchase,  lend,  or
otherwise transfer or dispose of, directly or indirectly, the Registrable Shares
owned by it, or (ii) any swap or other arrangement that transfers to another, in
whole or in part,  any of the economic  consequences  of ownership of the Common
Stock, whether any such transaction  described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or other securities, in cash or otherwise
("Transfer"),  such Holder  shall give the Company  reasonable  prior  notice in
writing of such Transfer, including the intended method of disposition.

         4. Expenses.  Subject to the limitations  contained herein, the Company
shall pay all expenses incident to each  registration of the Registrable  Shares
under Section 1, including,  without  limitation,  all registration,  filing and
NASD fees, all fees and expenses of complying with state  securities or blue sky
laws, all word  processing,  duplicating  and printing  expenses,  messenger and
delivery expenses,  the fees and disbursements of counsel for the Company and of
its independent public accountants, including the expenses of any special audits
or "cold  comfort"  letters  required  by or incident  to such  performance  and
compliance,  premiums and other costs of policies of insurance  purchased by the
Company at its option against  liabilities arising out of the public offering of
such Registrable  Shares, but excluding  discounts,  spreads and commissions and
fees and  expenses of selling  brokers,  dealer  managers or similar  securities
industry  professionals  relating to the distribution of the Registrable Shares,
transfer taxes, fees and disbursements of counsel for any selling shareholder(s)
and other  selling  expenses,  if any. The Selling  Holders shall bear their pro
rata share of the underwriting discounts, spreads and commissions and shall bear
any costs,  fees and  disbursements of accountants and counsel retained by them;
provided,  however,  that if any cost or expense is  attributable  solely to one
particular  Selling Holder or group of Selling Holders and does not constitute a
normal  cost or  expense  of a  registration,  such  cost or  expense  shall  be
allocated to and borne by that Selling Holder(s).

         5. Indemnification.

                  (a) By the Company. Subject to the conditions set forth below,
in connection with any  registration of securities  pursuant to Section 1 above,
the Company  agrees to indemnify and hold harmless the Selling  Holders and each
person, if any, who control the Selling Holders within the meaning of Section 15
of the Act or  Section 20 of the  Securities  Exchange  Act of 1934,  as amended
("Exchange  Act"),  against  any  and  all  loss,  claim,  damage,  and  expense
whatsoever  arising out of or based upon  (including  but not limited to any and
all expense  whatsoever  reasonably  incurred in  investigating,  preparing,  or
defending any litigation, commenced or threatened, or any



                    Registration Rights Agreement -- Page 10


<PAGE>


claim  whatsoever  based  upon) any  untrue or  alleged  untrue  statement  of a
material  fact  contained in any  preliminary  prospectus  (if used prior to the
effective date of the registration  statement),  the registration  statement, or
the  prospectus  (as from  time to time  amended  and  supplemented),  or in any
application  or other  document  executed by the  Company or based upon  written
information  furnished  by the  Company  filed in any  jurisdiction  in order to
qualify the Shares under the securities  laws thereof or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the  statements  therein  not  misleading,  or any  other  violation  of
applicable federal or state statutory or regulatory  requirements or limitations
related to action or inaction by the Company in the course of preparing, filing,
or implementing such registered offering;  PROVIDED,  HOWEVER,  that the Company
shall not be liable in any such case to the extent  that any such  loss,  claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue  statement  or  alleged  untrue  statement  or
omission  or alleged  omission  made in such  registration  statement,  any such
preliminary  prospectus,  final  prospectus,  summary  prospectus,  amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Holder;  and  PROVIDED  FURTHER,  that the
Company  shall not be liable to any person in any such case to the  extent  that
any such loss,  claim,  damage,  liability  (or action or  proceeding in respect
thereof) or expense  arises out of such person's  failure to send or give a copy
of the final prospectus, as the same may be then supplemented or amended, to the
person  asserting  an  untrue  statement  or  omission  at or prior  to  written
confirmation  of the  sale of the  Registrable  Shares  to such  person  if such
statement  or omission  was  corrected  in such final  prospectus  as amended or
supplemented.

                  (b)  By  the  Selling  Holders.  Each  Selling  Holder  in any
registered  offering  pursuant  to Section 1 above  severally  and  individually
agrees to indemnify  and hold  harmless the Company and each of the officers and
directors  and agents of its and each other  person,  if any , who  controls the
Company  with the meaning of Section 15 of the Act or Section 20 of the Exchange
Act against any and all such losses, liabilities,  claims, damages, and expenses
of a type which are  indemnified  against by the Company  under Section 5(a) and
which arise from such Selling Holder's statements or omissions, if any, made (or
in  settlements  of any  litigation  effected  with the written  consent of such
Selling Holder,  alleged to have been made) in any preliminary  prospectus,  the
registration  statement, or prospectus or any amendment or supplement thereof or
any  application or other  document in reliance  upon,  and in conformity  with,
written information furnished in respect of such Selling Holders by or on behalf
of such Selling  Holders  expressly for use in any preliminary  prospectus,  the
registration  statement, or prospectus or any amendment or supplement thereof or
in any such application or other document;  PROVIDED,  HOWEVER,  that no Selling
Holder  shall be liable  under this  Section 5(b) for an amount in excess of the
proceeds received by such Selling Shareholder with respect to the Shares offered
or sold pursuant to the Registration hereunder in question.

                  (c)  Conduct  of  Indemnification  Proceedings.  In  case  any
proceeding  (including  any  governmental  investigation)  shall  be  instituted
involving  any person in respect of which  indemnity  may be sought  pursuant to
Sections 5(a) or 5(b),  such person (the  "Indemnified  Party")



                    Registration Rights Agreement -- Page 11


<PAGE>


shall  promptly  notify the person from whom such  indemnity  may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party, upon the request of
the  Indemnified  Party,  shall retain counsel  reasonably  satisfactory to such
Indemnified  Party to  represent  such  Indemnified  Party  and any  others  the
Indemnifying  Party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  Indemnified  Party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named  parties  as to any such  proceeding  (including  any  impleaded  parties)
include both the Indemnified Party and the Indemnifying Party and representation
of both  parties by the same  counsel  would be  inappropriate  due to actual or
potential   differing   interests  between  them.  It  is  understood  that  the
Indemnifying  Party  shall not, in  connection  with any  proceeding  or related
proceedings  in the same  jurisdiction,  be liable for the fees and  expenses of
more than one separate firm of attorneys  (in addition to any local  counsel) at
any time for all such Indemnified  Parties,  and that all such fees and expenses
shall be reimbursed as they are incurred.  In the case of any such separate firm
for the  Indemnified  Parties,  such firm shall be  designated in writing by the
Indemnified  Parties.  The  Indemnifying  Party  shall  not be  liable  for  any
settlement  of any  proceeding  effected  without  its written  consent,  but if
settled with such consent,  or if there be a final  judgment for the  plaintiff,
the  Indemnifying  Party shall  indemnify  and hold  harmless  such  Indemnified
Parties from and against any loss or liability  (to the extent  stated above) by
reason of such settlement or judgment.

                  (d) Contribution.

                           (i) If the  indemnification  provided for in Sections
5(a) or 5(b) is  unavailable  or  insufficient  to hold harmless an  indemnified
party,  to the extent  provided  therein,  then each  Indemnifying  Party  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of the losses,  claims,  damages, or liabilities referred to in Sections 5(a) or
5(b) above,  (i) in such  proportion as is  appropriate  to reflect the relative
benefits received by the Company or the Selling Holders from the offering of the
Shares, or (ii) if the allocation  provided by clause (i) above is not permitted
by applicable law, then in such proportion as is appropriate to reflect not only
the  relative  benefits  referred  to in clause (i) above but also the  relative
fault of the Company and the Selling  Holders in connection  with the statements
or omissions that resulted in such losses, claims,  damages, or liabilities,  as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material  fact relates to  information  supplied by the Company or the Selling
Holders and the parties' relative intent, knowledge, access to information,  and
opportunity to correct or prevent such untrue statement or omission. The Company
and the  Selling  Holders  agree  that it  would  not be just and  equitable  if
contributions pursuant to this Section 5(d)(i) were to be determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in the first sentence of this Section
5(d)(i).  The amount  paid by an  indemnified  party as a result of the  losses,
claims,  damages,  or  liabilities  referred  to in the first  sentence  of this
Section  5(d)(i)  shall be  deemed



                    Registration Rights Agreement -- Page 12


<PAGE>


to include any legal or other expenses  reasonably  incurred by such indemnified
party in connection with  investigating or defending against any action or claim
which is the subject of this Section  5(d)(i).  No person  guilty of  fraudulent
misrepresentation  (within  the  meaning of  Section  11(f) of the Act) shall be
entitled to  contribution  from any person who is not guilty of such  fraudulent
misrepresentation.

                           (ii) The  obligations  of the Company and the Selling
Holders under this Section 5(d) shall be in addition to any liability  which the
Company and the Selling  Holders may  otherwise  have and shall  extend upon the
same terms and  conditions to each  director of the Company or a Selling  Holder
(including  any  person  who,  with his  consent,  is named in the  registration
statement as a person to become a director of the  Company),  to each officer of
the Company who has signed the registration  statement,  and to each person,  if
any,  who  controls  the Company or a Selling  Holder  within the meaning of the
Securities Act or the Exchange Act.

                  (e) Indemnification  Payment. The indemnification  required by
this Section 5 shall be made by periodic  payments of the amount  thereof during
the course of the  investigation  or defense,  as and when bills are received or
expense, loss, damage or liability is incurred.

         6. Holdbacks.

                  (a)  During  the  period  commencing  (x) with  respect to any
Demand  Registration  on the date the Company  receives the Demand Notice or (y)
with respect to any  Piggyback  Registration  on the date any Holder first gives
notice  to  participate  in a  Piggyback  Registration  or (z) on the  date  the
registration  statement  is filed with  respect to an offering  described in any
Piggyback Notice if no Holder gives notice to participate in such offering,  and
ending  thirty  (30)  days  thereafter  ("Holdback  Period"),  no  Holder  shall
(regardless of their  participation  in any such offering) and, except as may be
disclosed in the prospectus to accompany the  reoffering of Registrable  Shares,
no Holder shall  announce or disclose any intention  to,  Transfer any shares of
Common Stock;  provided that, in the event the registration  statement described
in clause (x) or (y) or any  registration  statement with respect to a Qualified
Public  Offering is declared  effective  within  such  30-day  period,  then the
Holdback  Period  shall be  extended  to ninety  (90) days after the date of the
final  prospectus  relating to such public  offering  (or such greater or lesser
period  which is  reflected  in any  "lock-up"  provisions  which  the  managing
underwriter of such offering, if any, may require of any selling  shareholders).
Unless restricted by such underwriter lock-up provisions, the foregoing sentence
shall  not  apply  to (A) the  transfer  of  shares  of  Common  Stock  or other
securities by the undersigned as a gift or gifts,  (B) the transfer of shares of
Common  Stock or other  securities  of the  Company  by the  undersigned  to its
Affiliates,  and (C) the sale of  shares  of  Common  Stock by  Selling  Holders
pursuant to the registration  statement  relating to any Demand  Registration or
Piggyback Registration;  provided, that, in the case of clause (A) or (B) above,
the recipient(s),  donee(s) or transferee(s),  respectively, agree(s) in writing
as a condition  precedent to such issuance,  gift or transfer to be bound by the
terms of this  paragraph.  For purposes of this Agreement,  a "Qualified  Public
Offering" is defined as the an  underwritten  public offering of Common Stock at




                    Registration Rights Agreement -- Page 13

<PAGE>


an aggregate gross offering price of $200 million or more, whether made pursuant
to Section 1 hereof or otherwise,  where the gross  offering  price per share is
$40 or more and which commences prior to the first anniversary of the closing on
the Merger Agreement.

                  (b) [Reserved]

         7. Rules 144 and 144A. The Company agrees to file the reports  required
to be filed by it under the  Securities  Act and the  Exchange Act and the rules
and  regulations  adopted  by  the  Commission  thereunder,  and  will  use  its
reasonable  efforts to take such  further  action as any  Holder of  Registrable
Shares may reasonably deem to be necessary, all to the extent required from time
to time to enable such Holder to sell  Registrable  Shares without  registration
under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 and Rule 144A  under the  Securities  Act,  as such Rule may be amended
from time to time or (ii) any similar rule or  regulation  hereafter  adopted by
the  Commission.  Upon the  request of any  Holder of  Registrable  Shares,  the
Company (i) will deliver to such Holder a written statement as to whether it has
complied with such information and requirements and (ii) will remove restrictive
legends  on  certificates  and  stop-order  on its  transfer  books  if,  in the
reasonable judgment of Company's counsel,  such legend is no longer necessitated
under the Securities Act.

         8. Amendments and Waivers. Subject to Section 11, this Agreement may be
amended  and the  Company  may take any  action  herein  prohibited,  or omit to
perform any act herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment,  action or omission to act,
of Holders of a majority of the Registrable Shares.

         9. Notices.  Any notice from one party to the other shall be in writing
and either  delivered  personally  or by certified or registered  mail,  postage
prepaid,  or  by  telegram,  telecopier,  or by  overnight  mail  delivery  by a
nationally  recognized  courier,  and shall be deemed  given  when so  delivered
personally  or, if mailed or given by telegram or telecopier or overnight  mail,
upon receipt thereof by the addressees, as follows:

         If to the Company:

                  Dollar Tree Stores, Inc.
                  Attention: Mr. Frederick C. Coble
                  500 Volvo Parkway
                  Chesapeake, Virginia 23320
                  Telephone:  (757) 321-5000
                  Telecopy:   (757) 321-5111




                    Registration Rights Agreement -- Page 14


<PAGE>



         with a copy to:

                  William A. Old, Jr., Esq.
                  Hofheimer Nusbaum, P.C.
                  1700 Dominion Tower
                  999 Waterside Drive
                  Norfolk, Virginia   23510
                  Telephone: (757) 622-3366
                  Telecopy: (757) 629-0660

         If to any Holder, in care of the address stated on Schedule 1.

         With a copy to:

                  Cary S. Levinson, Esq.
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  Eighteenth & Arch Streets
                  Philadelphia, Pennsylvania  19103-2799
                  Telephone:  (215) 981-4000
                  Telecopy: (215) 981-4750

         and:

                  Ramon R. Obod, Esq.
                  Fox, Rothschild, O'Brien & Frankel, LLP
                  2000 Market Street, 10th Floor
                  Philadelphia, PA  19103-3291
                  Telephone:  (215) 299-2036
                  Telecopy:  (215) 299-2150

         10.  Assignment.  This Agreement shall be binding upon and inure to the
benefit  of and be  enforceable  by the  parties  hereto  and  their  respective
successors and permitted  assigns as  hereinafter  set forth in this Section 10.
Provided an express written assumption of the Holder's obligations hereunder and
certain  representations in a form acceptable to Company is made, the provisions
of this Agreement which are for the benefit of the Holders shall also be for the
benefit  of and  enforceable  by any  subsequent  holder  to whom a  Holder  has
Transferred  Registrable  Shares  ("Subsequent  Holder").   Notwithstanding  the
foregoing,  if such  transfer  is  subject  to  covenants,  agreements  or other
undertakings  restricting  transferability thereof the registration rights under
this Agreement  shall not be transferred in connection with such transfer unless
such  transfer   complies  with  all  such   covenants,   agreements  and  other
undertakings. In all cases, no registration rights shall be transferred separate
and apart from Registrable Shares and the transferee must execute a



                    Registration Rights Agreement -- Page 15


<PAGE>



counterpart  to  this  Agreement  in the  form  attached  hereto  as  Exhibit  A
("Counterpart").  If any Holder  transfers  Registrable  Shares to a  Subsequent
Holder and such Subsequent Holder executes a Counterpart, such Subsequent Holder
shall be deemed a Holder for all purposes hereof.

         11.  Option  Holders.  The  Company and the  Holders  shall  execute an
amendment  to this  Agreement at the time of the closing on the Merger to add as
Holders any owner of options for the purchase of Dollar Express common stock who
has exercised  such option and thereby become a stockholder of Dollar Express at
the time of the Merger ("Optionee").  The Holders constitute and appoint Bernard
Spain,  his, her or its true and lawful  attorney-in-fact  and agent,  with full
power of substitution and resubstitution, for him, her or it and in his, her, or
its  name,  place and  stead,  in any and all  capacities,  to sign and file any
amendment to this Agreement  contemplated by this Section 11 and other documents
in  connection  therewith,  granting unto said  attorney-in-fact  and agent full
power and authority to do and perform each and every act and thing  requisite or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he, she, or it might or could do in person,  hereby  ratifying  and
confirming  all that said  attorney-in-fact  and agent,  or their  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         12.  Escrow.  To the extent that any  Registrable  Shares  beneficially
owned by the Holders  are owned of record by an escrow  agent  ("Escrow  Agent")
under an  Escrow  Agreement  entered  into by the  Holders  and the  Company  in
connection  with the closing on the Merger,  the Escrow  Agent shall be deemed a
Holder for all purposes hereof with respect to such Registrable Shares, subject,
in all cases,  to the Escrow  Agent's  duties and  obligations  under the Escrow
Agreement,  including,  without  limitation,  its  obligations  to  act  at  the
direction of the Shareholder Representative(s).

         13.  Other  Indemnification.  In addition to any other  indemnification
contained herein, the Company agrees to indemnify the Holders,  and the Holders,
severally and not jointly, shall indemnify the Company, against any actual loss,
damage,  or expense,  (including but not limited to reasonable  attorneys' fees)
("Damages")  incurred or  sustained  by the Holders as a result of any breach of
this  Agreement by Company,  on the one hand,  and by the Company as a result of
any breach of this Agreement by the Holders.  The party seeking  indemnification
hereunder  ("Indemnified Party") agrees to give prompt notification to the party
from whom  indemnification  is sought  ("Indemnifying  Party") of any claims for
Damages or potential claims for Damages; provided,  however, that failure of the
Indemnified Party to give such  notification  shall not relieve the Indemnifying
Party  of its  indemnity  obligations  hereunder  unless  such  failure  in fact
materially prejudiced the defense of any such claim.

         14.  Irreparable  Harm. The Company  acknowledges that the Holders will
suffer  irreparable  injury  in the  event  Company  violates  or  breaches  its
obligations under this Agreement and that any Damages which would be suffered by
the Holders would be severe and difficult to ascertain.  The Holders acknowledge
that the Company will suffer irreparable injury in the event Holders violates or
breaches  any of their  obligations  under this  Agreement  and that any Damages
which  would be  suffered  by the  Company  would be  severe  and



                    Registration Rights Agreement -- Page 16


<PAGE>


difficult to  ascertain.  All parties  hereby waive the claim or defense that an
adequate remedy at law for such breach exists or that  irreparable  injury shall
not occur.  Therefore,  it is hereby  agreed that upon any breach or  threatened
breach of any of the covenants or  agreements  contained  herein,  the aggrieved
party shall be  entitled,  in addition to any other  remedies  available,  to an
order for specific  performance or a temporary  restraining order or preliminary
or  permanent  injunction,  as the case may be,  to  compel  compliance  with or
restrain the violation,  breach or threatened breach of any of the terms of such
covenants or agreements. The foregoing remedies for breach of this Agreement are
cumulative  and not exclusive of any other  remedies the parties may have at law
or in equity in the event of breach.

         15. No Defense.  The  covenants  set forth herein are of the essence of
this Agreement.  They shall be construed as independent of any other  provisions
of this  Agreement.  The existence of any claim or cause of action of any Holder
against  Company  or  Company  against  any Holder  whether  predicated  on this
Agreement or not, shall not  constitute a defense to the  enforcement by a party
of the covenants and agreements contained herein.

         16.  Parties  Benefitted.  Except with respect to  Subsequent  Holders,
nothing in this Agreement,  express or implied, is intended, except as set forth
herein,  to confer  upon any third party any rights,  remedies,  obligations  or
liabilities.

         17.  Descriptive  Headings.  The  descriptive  headings  of the several
sections and  paragraphs of this  Agreement are inserted for reference  only and
shall not limit or otherwise affect the meaning hereof.

         18. Future Changes in  Registration  Statements.  In the event that the
registration  requirements under the Securities Act are amended or eliminated to
accommodate a "Company  registration" or similar approach,  this Agreement shall
be deemed amended to the extent necessary to reflect such changes and the intent
of the parties  hereto  with  respect to the  benefits  and  obligations  of the
parties,  and in such  connection,  the Company shall use reasonable  efforts to
provide  Holders of  Registrable  Shares  equivalent  benefits to those provided
under this Agreement.

         19.  Governing  Law.  The  validity of this  Agreement  and all matters
relating  to  its   interpretation  and  performance  shall  be  interpreted  in
accordance  with the laws of the State of Delaware  applicable to contracts made
and fully  performed  therein,  but without regard to principles of conflicts of
law.

         20. Counterparts.  This Agreement may be executed simultaneously in any
number of counterparts,  each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

         21. Entire Agreement.  This Agreement embodies the entire agreement and
understanding  of the parties hereto in respect of the subject matter  contained
herein.  There  are  no  restrictions,



                    Registration Rights Agreement -- Page 17


<PAGE>

promises,  representations,  warranties,  covenants or  undertakings  other than
those expressly set forth or referred to herein.  This Agreement  supersedes all
prior  agreements and  understandings  between the parties.  The parties make no
representations  or  warranties  to each  other,  except  as  contained  in this
Agreement,  and any and all prior  representations,  warranties,  assurances and
promises  made by any  party  or its  representatives,  whether  verbally  or in
writing,  are deemed to have been merged into this Agreement,  it being intended
that no such prior  representations,  warranties,  assurances and promises shall
survive the execution and delivery of this Agreement.

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be executed and delivered as of the date first above written.



                            [Execution Pages Follow]



                  [Remainder of Page Left Intentionally Blank]




                    Registration Rights Agreement -- Page 18


<PAGE>


         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be executed and delivered as of the date first above written.

COMPANY:                        DOLLAR TREE STORES, INC.


                                By:  /s/ Macon F. Brock
                                     -----------------------
                                Name:  Macon F. Brock, Jr.
                                Title: President & Chief Executive Officer



HOLDERS:

                                /s/ Bernard Spain
                                ------------------------------------------
                                BERNARD SPAIN


                                /s/ Murray Spain
                                ------------------------------------------
                                MURRAY SPAIN



                Registration Rights Agreement -- Signature Page


<PAGE>


                                BERNARD SPAIN FAMILY LIMITED PARTNERSHIP

                                By:  Murray Spain, its General Partner

                                /s/ Murray Spain
                                -----------------------------------------
                                Murray Spain


                                MURRAY SPAIN FAMILY LIMITED PARTNERSHIP

                                By:  Stephen Greenfield, its General Partner

                                /s/ Stephen Greenfield
                                -----------------------------------------
                                Stephen Greenfield



                                GLOBAL PRIVATE EQUITY III LIMITED PARTNERSHIP

                                By: Advent International Limited Partnership,
                                its General Partner

                                By: Advent International Corporation, its
                                General Partner


                                By: /s/ David M. Mussafer
                                    -------------------------
                                Name: David M. Mussafer
                                Title: Senior Vice President




                 Registration Rights Agreement -- Signature Page

<PAGE>


                                ADVENT PGGM GLOBAL LIMITED PARTNERSHIP

                                By: Advent International Limited Partnership,
                                its General Partner

                                By: Advent International Corporation, its
                                General Partner


                                By: /s/ David M. Mussafer
                                   -------------------------
                                Name: David M. Mussafer
                                Title: Senior Vice President



                                ADVENT PARTNERS GPE III LIMITED PARTNERSHIP

                                By: Advent International Corporation, General
                                Partner


                                By: /s/ David M. Mussafer
                                    -------------------------
                                Name: David M. Mussafer
                                Title: Senior Vice President



                                ADVENT PARTNERS (NA) GPE III LIMITED PARTNERSHIP

                                By: Advent International Corporation, General
                                Partner


                                By: /s/ David M. Mussafer
                                    -------------------------
                                Name: David M. Mussafer
                                Title: Senior Vice President




                 Registration Rights Agreement -- Signature Page

<PAGE>
                                ADVENT PARTNERS LIMITED PARTNERSHIP

                                By: Advent International Corporation, General
                                Partner


                                By: /s/ David M. Mussafer
                                -------------------------
                                Name: David M. Mussafer
                                Title: Senior Vice President



                                GUAYACAN PRIVATE EQUITY FUND
                                LIMITED PARTNERSHIP

                                By: Advent-Morro Equity Partners, Inc., its
                                General Partner


                                By:/s/ Cyril L. Meduna_
                                   -----------------------
                                Name: Cyril L. Meduna
                                Title:  President



                                DOLLAR EXPRESS INVESTMENT, LLC



                                By: /s/ John T. Johnston III
                                   -----------------------------
                                   Name: John T. Johnston III
                                   Title: Managing Director



                 Registration Rights Agreement -- Signature Page