ASSET PURCHASE AGREEMENT


                         By and Between

                       TREND-LINES, INC.

                              and

              GOLF ACQUISITION LIMITED PARTNERSHIP




                 Dated as of December 31, 1997
                        TABLE OF CONTENTS
                                
Section  1.  Sale and Purchase of Purchased Assets;  Related
     Transactions                                               1
     
1.1 Sale and Purchase of Purchased Assets                       1
     
(a) Leases                                                      2
     
(b) Inventory                                                   2
     
(c) Fixed Assets                                                2
     
(d) Prepaid Expenses.                                           2
     
(e) Contracts                                                   2
     
(f) Licenses and Permits                                        2
     
(g) Intangible Assets                                           2
     
(h) Records and Documents                                       3
     
(i) Goodwill                                                    3
     
(j) Warranties                                                  3
     
(k) Deposits                                                    3
     
1.2  Excluded Assets.                                           3
     
1.3 Method of Conveyance                                        3
     
1.4  Assumed Obligations                                        4
     
1.5  Excluded Obligations                                       5
     
1.6  Effective Time of Closing                                  6
     
Section 2.  Purchase Price.                                     6
     
2.1  Purchase Price                                             6
     
2.2 Payment of the Purchase Price                               6
     
2.3 Holdback Funds Escrow                                       7
     
2.4 Determination of Inventory                                  7
     
2.5 Post-Closing Adjustment.                                    8
     
2.6 Allocation                                                 10
     
Section 3. Representations and Warranties of Seller            11
     
3.1  Organization and Qualification                            11
     
3.2  Authorization; No Restrictions, Consents or Approvals     11
     
3.3  Absence of Certain Changes                                12
     
3.4  Taxes                                                     12
     
3.5  Ownership of Purchased Assets                             12
     
3.6  Leases; Exclusive Possession; Not in Default              13
     
3.7  Contracts and Other Documents                             13
     
3.8  Labor Difficulties                                        14
     
3.9  ERISA; Employee Benefit Plans                             14
     
3.10  Employees                                                15
     
3.11  Licenses and Permits                                     15
     
3.12  INTENTIONALLY OMITTED                                    15
     
3.13  Compliance With Law                                      16
     
3.14  Intangible Assets                                        16
     
3.15  Pending Litigation                                       16
     
3.16  Customer List                                            16
     
3.17  Financial Statements                                     16
     
3.18  INTENTIONALLY OMITTED                                    17
     
3.19  Inventory                                                17
     
3.20  Suppliers                                                17
     
3.21  No Third Party Option                                    17
     
3.22  Certain Land Use Matters                                 18
     
(a) Condition of Leased.                                       18
     
(b) Public Utilities                                           18
     
(c) Legal Compliance                                           18
     
3.23  Environmental Matters                                    18
     
Section 4. Representations and Warranties of Buyer             21
     
4.1 Organization and Qualification                             21
     
4.2 Authorization; No Restrictions, Consents or Approvals      21
     
4.3 Pending Litigation                                         21
     
4.4 . Financial Statements                                     22
     
Section 5. Post-Closing Covenants                              22
     
5.1 NVB Signage and Labels                                     22
     
5.2 . Cooperation                                              22
     
5.3  Returns                                                   22
     
5.4. Post-Closing Access                                       23
     
5.5. Covenant Not to Compete                                   23
     
5.6 Cooperation in Third-Party Litigation                      24
     
5.7. Discharge of Business Obligations                         25
     
5.8 Certain Employment Matters                                 25
     
5.9 Gift Certificates Fund                                     25
     
5.10 Further Assurances                                        26
     
Section  6.  Survival of Representations and Warranties  and
     Covenants; Indemnification.                               26
     
6.1. Survival   of   Representations  and   Warranties   and
     Covenants                                                 26
     
6.2. Indemnification by Seller                                 26
     
6.3. Indemnification by Buyer                                  28
     
6.4. Indemnification Payments                                  29
     
6.5. Procedure for Third Party Claims                          29
     
6.6. INTENTIONALLY OMITTED                                     30
     
6.7. Remedies Cumulative                                       30
     
6.8. Successors                                                30
     
Section 7. Brokerage.                                          30
     
7.1. Finders and Brokers Fees.                                 30
     
Section 8. General Provisions                                  31
     
8.1. Sales and Transfer Taxes                                  31
     
8.2. No Third Party Beneficiaries                              31
     
8.3. Expenses of the Parties; Certain Litigation               31
     
8.4. Amendment and Waiver                                      31
     
8.5. Miscellaneous                                             31
     
8.6. Binding Effect                                            31
     
8.7. Publicity                                                 31
     
8.8. Complete Agreement                                        32
     
8.9. Notices                                                   32
     
8.10. Assignment                                               33
     
8.11. Severability                                             33
     
8.12. Effect of Investigation                                  33
     


SCHEDULES

Schedule 1.1(a):    Leases
Schedule 1.1(e):    Contracts
Schedule 1.2:       Excluded Assets
Schedule 1.3(a):    Permitted Liens
Schedule 1.4:       Assumed Obligations
Schedule 2.2:       Payment of Purchase Price
Schedule 2.5.1(a):  Interim Date Balance Sheet
Schedule 2.5.2(c):  Examples
Schedule 3.2:       Seller's Authorization; No Restrictions,
Consents or Approvals
Schedule 3.3:       Disclosure of Certain Changes
Schedule 3.6(b)(i): Knowledge of Seller
Schedule 3.6(b)(ii):     Knowledge of Buyer
Schedule 3.8:       Labor Difficulties
Schedule 3.13: Legal Compliance
Schedule 3.15: Pending Litigation
Schedule 3.17: Financial Statements
Schedule 3.23(b)(iii):   Hazardous Materials
Schedule 4.4:       Financial Statements


                      CROSS REFERENCE SHEET
                                
Each  of the following terms is defined in this Agreement in  the
respective Section referenced adjacent to such term.

Defined Term                                    Section Reference
Agreement                                                Preamble
Area                                               Section 5.5(a)
AA                                               Section 2.5.1(c)
Assumed Obligations                                  Section  1.4
Best Knowledge                                     Section 3.6(b)
Business                                                 Recitals
Buyer                                                    Preamble
Buyer Indemnitee(s)                                   Section 6.2
Buyer's Aggregate Threshold Amount                 Section 6.3(b)
Buyer's Audited Financial Statements                  Section 4.4
Buyer's Current Plan                                  Section 5.8
Buyer's Disclosure Letter                               Section 4
Buyer's Indemnification Cap                        Section 6.3(b)
Buyer's Physical Inventory Count                   Section 2.4(a)
Buyer's Physical Inventory Count Papers            Section 2.4(c)
Buyer's Threshold Amount                           Section 6.3(b)
Buyer's Six Month Financial Statements                Section 4.4
Closing                                               Section 1.6
Contracts                                          Section 1.1(e)
Contract Tangible Net Worth                      Section 2.5.1(a)
Credit Obligations                                 Section 1.5(i)
Disclosed Exceptions                             Sections 3 and 4
Effective Time of Closing                             Section 1.6
Employee Benefit Plans                                Section 3.9
Employee List                                        Section 3.10
Employee Non-Vacation Compensation                   Section 3.10
Environmental Compliance Liability                   Section 3.23
Environmental Conditions                             Section 3.23
Environmental Laws                                   Section 3.23
Environmental Notice                                Section  3.23
Excluded Assets                                       Section 1.2
Excluded Obligations                                  Section 1.5
Escrow Agreement                                      Section 2.3
Final Accounting                                      Section 5.9
Final Tangible Net Worth                         Section 2.5.1(a)
Fixed Assets                                       Section 1.1(c)
GAAP                                               Section 2.4(d)
Gift Certificate Fund                                 Section 5.9
Gift Certificates/Store Credits                    Section 1.5(k)
Hazardous Materials                                  Section 3.23
Holdback Fund                                         Section 2.3
Household Hazardous Waste                    Section 3.23(b)(iii)
Independent Accountant                           Section 2.5.1(d)
Intangible Assets                                  Section 1.1(j)
Interim Date Balance Sheet                       Section 2.5.1(a)
Interim Date Balance Sheet Work Papers           Section 2.5.1(b)
Inventory                                          Section 1.1(b)
Knowledge                                          Section 3.6(b)
Laws                                                 Section 3.13
Leases                                             Section 1.1(a)
Leased Premises                                          Recitals
Licenses and Permits                      Section 1.1(f) and 3.11
Liens                                              Section 1.3(a)
Losses                                                Section 6.2
Monthly Accounting                                    Section 5.9
Nine Month Financial Statements                      Section 3.17
NVB                                                  Schedule 1.2
NVB Franchise                                        Schedule 1.2
Permitted Liens                                    Section 1.3(a)
Person                                             Section 1.5(b)
Post-Closing Access                                   Section 5.4
Post-Closing Adjustment                          Section 2.5.1(a)
Prepaid Expenses                                   Section 1.1(d)
Purchase Price                                        Section 2.1
Purchased Assets                                     Section  1.1
Records                                            Section 1.1(h)
Release                                              Section 3.23
Response Action                                      Section 3.23
Seller                                                   Preamble
Seller Indemnitee(s)                                  Section 6.3
Seller's Aggregate Threshold Amount            Section 6.2(a)(vi)
Seller's Audited Financial Statements                Section 3.17
Seller's Disclosure Letter                            Section 3.2
Seller's Indemnification Cap                   Section 6.2(a)(vi)
Seller's Indemnification Obligation Fund              Section 6.4
Seller's Indemnification Obligations                  Section 6.4
Seller's Threshold Amount                      Section 6.2(a)(vi)
Services Agreement                                    Section 3.2
Store Employees                                       Section 5.8
Stores                                                   Recitals
Subleases                                             Section 3.6
Taxes                                                 Section 3.4
Transfer Taxes                                     Section 1.3(b)
Year End Balance Sheet                           Section 2.5.1(c)
Year End Balance Sheet Work Papers               Section 2.5.1(c)
Year End Date                                    Section 2.5.1(c)

                    ASSET PURCHASE AGREEMENT


      THIS ASSET PURCHASE AGREEMENT is made and entered into this
31st day of December, 1997 (the "Agreement") by and between TREND-
LINES, INC., a Massachusetts corporation (the "Buyer"), and  GOLF
ACQUISITION   LIMITED   PARTNERSHIP,  a   Massachusetts   limited
partnership (the "Seller").

      WHEREAS,  Seller  operates thirteen (13)  golf  and  tennis
retail  stores (the "Stores") located in southern Maine,  eastern
Massachusetts and southern New Hampshire on premises leased  from
third  parties  and  set forth on Schedule  1.1(a)  (the  "Leased
Premises"),  which  offer  golf and  tennis  sporting  goods  and
sportswear (collectively, the "Business"); and

      WHEREAS,  Buyer wishes to purchase from Seller, and  Seller
desires  to  sell  to  Buyer, certain of the  assets  of  Seller,
including, without limitation, all of the Seller's interests  and
rights  in  and under the Leases (as defined herein) and  certain
related contracts used in conducting the Business, as more  fully
described herein, it being the intention of Buyer to employ  such
assets  as part of its own business and not to continue  Seller's
enterprise as such, it being understood that, subject to specific
exceptions  to the contrary as expressly set forth herein,  Buyer
shall not be deemed a successor to, or a continuation of, Seller;
and

      WHEREAS, subject to the foregoing, Seller desires  to  sell
and  Buyer  desires to purchase the Purchased Assets (as  defined
herein), in accordance with the terms, conditions, and agreements
hereinafter contained.

      NOW, THEREFORE, in consideration of the mutual premises and
the  covenants and promises hereinafter contained, and other good
and  valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the parties  hereto  intending  to  be
legally bound hereby agree as follows:

Section  1.    Sale and Purchase of Assets; Related Transactions

      1.1   Sale and Purchase of Purchased Assets.  On the  terms
and subject to the conditions set forth in this Agreement, Seller
does  hereby agree to sell, convey, transfer and assign to Buyer,
and  Buyer does hereby agree to purchase and accept from  Seller,
all  right, title and interest of Seller in and to certain of the
assets  of  Seller used in or related to the Business, including,
without  limitation,  the  assets described  in  subsections  (a)
through  (m) hereof, as such assets shall exist at the  Effective
Time  of  Closing (as defined herein) (but excluding the Excluded
Assets,   as   defined  herein)  (collectively,  the   "Purchased
Assets"), free and clear of all Liens, except Permitted Liens (as
each such term is defined herein).

           (a)   Leases         Seller's leases of  the  Premises
listed  on Schedule 1.1(a), complete copies of which leases  have
been delivered by Seller to Buyer (the "Leases").

           (b)  Inventory.  All goods and merchandise (including,
but  not  limited  to, tennis and private label tennis  and  golf
equipment and sportswear) held by Seller for sale in the ordinary
conduct  of  Seller's Business, including, but  not  limited  to,
packaging materials related thereto (the "Inventory").

            (c)    Fixed  Assets.     All  equipment,   leasehold
improvements, fixtures, motor vehicles, construction in progress,
parts, furniture, furnishings, office and computer equipment  and
other fixed assets and equipment now owned by Seller and used  in
the  Business,  other  than those constituting  Excluded  Assets,
including,  without  limitation, any of the following:   electric
panels,   switchboards,  lighting  equipment,  wiring,  shelving,
office partitions, wall-to-wall carpeting, drapery rods, venetian
blinds,  window shades, screens, screen doors, storm windows  and
doors,  awnings, shutters, kitchen equipment, fixtures and  trade
fixtures and telephone and computer systems (the "Fixed Assets").
          
           (d)   Prepaid Expenses.   All prepaid obligations  and
expenses,  utility  deposits and other items  of  property  of  a
similar  nature benefiting Seller, the Business or the  Purchased
Assets,  excluding any prepaid expenses which Seller  shall  have
terminated as of the Effective Time of Closing or prepaid  items,
the benefits of which have been fully received by Seller prior to
the  Effective  Time  of Closing, to the extent  so  received  by
Seller (the "Prepaid Expenses").
          
            (e)   Contracts.   All  contracts,  contract  rights,
agreements,  vendor  agreements, purchase orders,  sales  orders,
commitments,  supply agreements, and equipment, real  estate  and
other  leases  (in addition to the Leases set forth  on  Schedule
1.1(a) in respect of the Business in which Seller has any present
or  future right or interest prior to or at the Effective Time of
the  Closing, including, without limitation, those set  forth  on
Schedule 1.1(e) (the "Contracts").

           (f)   Licenses  and  Permits.  All  right,  title  and
interest  in  and  to  all  licenses,  permits,  approvals,   and
authorizations   including,  without   limitation,   applications
therefor,  relating to Seller's operation of the  Business  which
are held by or have been granted to, or have been applied for, by
Seller,  to  the  extent assignment or transfer is  permitted  by
applicable Law (the "Licenses and Permits").

           (g)  Intangible Assets.  All right, title and interest
of  Seller with respect to the Business in and to all inventions,
technology,  slogans,  data, studies,  customer  lists,  supplier
lists,   advertising   lists,  restrictive  covenants,   computer
software  (including documentation and related object and  source
codes, indemnity rights, and other intangible assets now used  or
presently  planned  to be used by Seller in connection  with  and
relating  to  the  Business and all of  the  goodwill  associated
therewith,  but excluding therefrom the intangible  assets  owned
directly or indirectly by "NVB" or otherwise related to the  "NVB
Franchise"  (as each such term is defined on Schedule  1.2)  (the
"Intangible Assets").

           (h)  Records and Documents.  All books, files, papers,
technical  and  research  analyses, sales,  marketing  and  other
studies, data and plans, records and other data pertaining to the
Business  or  to Persons employed in respect to the Business  (to
the extent permitted by Law), or relating to any of the Purchased
Assets  including,  without  limitation,  all  manuals,  purchase
orders,  invoices,  items  of payment,  correspondence,  internal
memoranda,  forecasts,  price  lists,  sales  records,  personnel
records  (to  the  extent  permitted  by  Law),  customer  lists,
financial  records  and  other written or  printed  materials  or
materials in any other medium whatsoever relating to any  of  the
foregoing,  financial or otherwise (collectively, the  "Records")
excluding  therefrom  (a) such Records as  Buyer  may  from  time
advise Seller to retain, (b) such Records of Seller pertaining to
NVB  or  otherwise  related to the NVB Franchise,  and  (c)  such
Records  of  Seller  pertaining to  partnership  matters  of  its
limited or general partners and similar documents not material to
the operations of Seller.

          (i)  Goodwill.  All of the goodwill of the Business and
the  operation  thereof,  but excluding  therefrom  the  goodwill
associated  with  or  owned directly  or  indirectly  by  NVB  or
otherwise related to the NVB Franchise and those other items that
are set forth on Schedule 1.2.

          (j)  Warranties.  All warranties and guaranties made to
or in favor of the Seller or with respect to the Purchased Assets
and any components thereof.

            (k)  Deposits.   All deposits made by  customers  for
goods,  merchandise or services not yet delivered or rendered  as
of the Effective Time of Closing.

      1.2   Excluded  Assets.  Anything to  the  contrary  herein
provided notwithstanding, the Purchased Assets shall not  include
the assets listed on Schedule 1.2, all of which shall be retained
by  Seller  (the  "Excluded  Assets")  and  shall  not  be  sold,
assigned, transferred, conveyed or delivered to Buyer.

     1.3  Method of Conveyance

           (a)   Upon  payment of the Purchase  Price,  less  the
amount  of the Holdback Fund described in Section 2.3, the  sale,
transfer,  conveyance, assignment and delivery by Seller  of  the
Purchased Assets to Buyer in accordance with Section 2  shall  be
effected  as  of  the  Effective  Time  of  Closing  by  Seller's
execution and delivery of one or more bills of sale, assignments,
and  other  instruments  of conveyance  and  transfer,  as  Buyer
reasonably deems necessary to vest in Buyer good and clear record
and marketable title to, the Purchased Assets, free and clear  of
any  and  all  liens,  encumbrances,  claims,  charges,  security
interests,  rights  of  Seller and any  third  party,  rights  of
redemption, equities, and any other restrictions of any  kind  or
nature   whatsoever,  including  any  leases,  escrows,  options,
security  or  other  deposits,  rights  of  redemption,   chattel
mortgages,  conditional  sales  contracts,  collateral   security
arrangements  and other title or interest retention  arrangements
(collectively, "Liens"), except for (i) Liens for  current  taxes
not  yet  due,  (ii) undetermined and inchoate Liens  arising  or
potentially arising under statutory provisions which have not  at
the  time  been filed or registered in accordance with applicable
Law  (as defined herein) or of which written notice has not  been
duly  given  in  accordance with applicable Law or which,  though
filed or registered, relate to obligations not due or delinquent,
(iii)  Liens,  if  any,  which  are  specifically  identified  in
Schedule  1.3(a), (iv) Liens, if any, created by Buyer,  and  (v)
Liens  which  are or which relate only to the Assumed Obligations
(collectively, "Permitted Liens").

           (b)  Seller shall be responsible for and shall pay all
transfer   taxes,   recording   fees   and   documentary   stamps
(collectively,  "Transfer  Taxes"),  payable  by  reason  of  the
purchase and sale of the Purchased Assets to Buyer, assignment of
the  Leases  to  Buyer  or  Buyer's  assumption  of  the  Assumed
Obligations hereunder.

          (c)  Seller covenants and agrees that if either (i) any
of  the  Purchased Assets cannot be transferred  or  assigned  by
Seller  without the consent of or notice to a third party and  in
respect  of  which any necessary consent or notice has  not  been
obtained  or given as of the Effective Time of Closing,  or  (ii)
any  of  the Purchased Assets are non-assignable in their nature,
Seller  hereby  transfers  to Buyer all  of  Seller's  beneficial
interest  in and to the same, in any event, and Seller  covenants
and  agrees, (x) to hold such Purchased Assets in trust for,  and
for  the  benefit of, Buyer; and (y) to use its best  efforts  to
obtain and secure and will have obtained and secured such consent
within  thirty  (30) days of the date hereof  and  to  give  such
notice  as  may  be  required  to  effect  valid  transfer(s)  or
assignment(s)  of  such Purchased Assets;  and  (z)  to  make  or
complete such transfer(s) or assignment(s) as soon as possible.

      1.4   Assumed Obligations. On the terms and subject to  the
conditions  set forth in this Agreement, Buyer does hereby  agree
to  assume and, subject to all rights of offset, defenses, causes
of  action, counterclaims and claims of any nature against  third
parties  that may be available to Buyer in respect of the Assumed
Obligations, does hereby agree to satisfy and discharge,  as  the
same  shall  become due, without duplication (a) all of  Seller's
obligations  under  the  Contracts  and  the  Leases  which   are
specifically  identified in Schedule 1.4,  and  are  assigned  to
Buyer  at Closing, if and to the extent assignable, but  only  to
the  extent  any  such  obligations arise and  accrue  after  the
Effective Time of Closing and then only in respect of events  and
time  periods occurring after the Effective Time of Closing;  (b)
all  of Seller's obligations under all Licenses and Permits which
are  transferred  to  Buyer  hereunder,  if  and  to  the  extent
transferable,  but  only to the extent any such  liabilities  and
obligations accrue after the Effective Time of Closing  and  then
only  in  respect of events and time periods occurring after  the
Effective Time of Closing; (c) all trade payables which arise  in
connection  with  the  operation of the Business  and  which  are
specifically identified in Schedule 1.4, and are assumed by Buyer
at  Closing;  and  (d)  all of Seller's obligations  under  those
Accounts  Payable, Accrued Liabilities, Sales Taxes  Payable  and
Gift  Certificate Liabilities which in each case are specifically
included  and  reflected on the Closing  Date  Balance  Sheet  of
Seller,  as  described  in Section 2.5  and  delivered  to  Buyer
thereunder,   and   which  are  assumed  by  Buyer   at   Closing
(collectively, the "Assumed Obligations").

      1.5   Excluded  Obligations.  Buyer is  not  assuming,  and
Seller shall remain fully responsible for, all past, present  and
future  indebtedness,  liabilities,  obligations,  contracts  and
commitments  of  Seller and any predecessors in interest  of  the
Business, known or unknown, fixed or contingent, whether  arising
out  of or resulting from the Business or the assets thereof,  or
otherwise,  that are not included and reflected on the  Year  End
Balance  Sheet  or  that  are not otherwise  Assumed  Obligations
(collectively, the "Excluded Obligations").  Without limiting the
foregoing,  the Excluded Obligations shall include,  but  not  be
limited to, any and all liabilities arising from or related to:

          (a)  the negligent acts or omissions of Seller, whether
in tort or otherwise;

           (b)  product liability or similar claims for injury to
any   person,  corporation,  association,  partnership,   limited
liability   company,   joint  venture,  organization,   business,
individual,  government  or any agency or  political  subdivision
thereof or any other entity (a "Person") or property with respect
to  products  purchased or sold by Seller prior to the  Effective
Time of Closing;

           (c)   any  liability of Seller for Taxes  (other  than
Sales  Tax  Payable which are specifically included and reflected
on the Year End Balance Sheet or real and personal property taxes
levied on property of Seller used in connection with the Business
and which are subject to the Closing Apportionments in accordance
with Section 5.1 hereof);

            (d)    any   suits,   actions,  or  claims   alleging
infringement by Seller, prior to Closing, of patents, trademarks,
trade names or other intellectual property rights held by others;

           (e)   any  liability in respect of  any  Environmental
Condition or any Environmental Compliance Liability;

           (f)   any  warranty (whether or not  provided  by  any
manufacturer  or  vendor)  or  other  contingent  liability  with
respect  to (iii) products purchased or sold by Seller  prior  to
the Effective Time of Closing or (iv) services provided by Seller
prior to the Effective Time of Closing;

           (g)   any  liability for commitments  made  by  Seller
relating to the employment, relocation or termination (including,
but  not  limited to, severance pay) of any employee, officer  or
agent of Seller;

          (h)  any liability owed to NVB or in respect of the NVB
Franchise;

          (i)  any liability in respect of that certain Revolving
Loan,  Term  Loan  and  Security  Agreement  between  Seller  and
Greyhound  Financial Corporation, dated as of June 30, 1994,  and
all of "Borrower's Obligation" (as defined thereunder) thereunder
and   related   Loan   Documents   (collectively,   the   "Credit
Obligations"),  all of which have been satisfied  and  discharged
contemporaneously with the Closing;

          (j)  any debts, liabilities or obligations of Seller or
its  Affiliates  which  conflict with  or  are  contrary  to  the
representations  and  warranties of  Seller  set  forth  in  this
Agreement or which are covered by Seller's indemnity provided for
in Section 6.2;

            (k)   any  undisclosed  liability,  indebtedness   or
obligation  existing in respect to any Contract or  Lease  which,
although comprising a part of the Assumed Obligations pursuant to
Section  1.4, is not revealed or reasonably contemplated  by  the
terms  of  the  Contracts  or  Leases  furnished  to  Buyer,  the
Schedules   to   this  Agreement  or  otherwise  disclosed   with
specificity in writing to Buyer, other than gift certificates and
store  credits  issued by Seller prior to the Effective  Time  of
Closing, all or a portion of which items shall be covered by  the
Gift  Certificates  Fund  as  provided  for  under  Section   5.9
(collectively the "Gift Certificates/Store Credits"); and

           (l)   any  other  suits, actions or claims  (excluding
therefrom  claims  arising  from Gift Certificates/Store  Credits
(which  shall  be  covered by the provisions of  Section  5.9  in
respect of the Gift Certificates Fund) and customer returns  made
after  the  Effective  Time of Closing for merchandise  purchased
prior to such Effective Time of Closing (which shall be reflected
on   the  Year  End  Balance  Sheet  in  accordance  with   GAAP,
consistently applied, and Section 5.3) against Seller.

       All   Excluded   Obligations   shall   remain   the   sole
responsibility  of  Seller, and Seller agrees  to  indemnify,  in
accordance  with Section 6.2 hereof, Buyer from and against,  any
and all such indebtedness, obligations and liabilities.

      1.6  Effective Time of Closing. The closing (the "Closing")
of  the  transactions contemplated by this Agreement has occurred
contemporaneously  with  the  execution  and  delivery  of   this
Agreement and shall be deemed to be effective for all purposes as
of   12:00  p.m.  December  31,  1997  (the  "Effective  Time  of
Closing").

Section 2.     Purchase Price.

      2.1   Purchase Price.  Subject to the adjustment provisions
of  Section 2.5, and upon the terms and subject to the conditions
contained in this Agreement, Seller does hereby convey, transfer,
assign and deliver to Buyer the Purchased Assets in exchange  for
(a)  Buyer's  assumption  of  the Assumed  Obligations;  and  (b)
Buyer's  payment to Seller of the aggregate purchase  price  (the
"Purchase  Price"), which shall be equal to the sum  of  (i)  the
Tangible  Net  Worth  of  Seller (as defined  herein)  plus  (ii)
$6,000,000.

     2.2  Payment of the Purchase Price. Buyer does hereby tender
to  Seller  the  Purchase Price, less the amounts  set  forth  in
Section  2.3  (the  "Holdback Fund")  and  in  Section  6.4  (the
"Seller's  Indemnification Obligations Fund"), respectively,  the
payment   of  which  shall  be  effected  by  wire  transfer   in
immediately available funds on or before 2:00 p.m. on January  6,
1998,  subject  to  subsequent adjustment, if  any,  pursuant  to
Section  2.5.  The amount so paid on January 6, 1998, subject  to
subsequent  adjustment, has been derived in the manner  reflected
on Schedule 2.2.

      2.3   Holdback  Funds Escrow.  A portion  of  the  Purchase
Price,  in the amount of $250,000, shall constitute the  Holdback
Fund  and  shall be held by the law firms of Robinson & Cole  LLP
and   Mintz,   Levin,  Cohn,  Ferris,  Glovsky  &   Popeo,   P.C.
(collectively,  the  "Escrow  Agents")  in  an  interest  bearing
account (the "Holdback Fund"), under an Escrow Agreement of  even
date  herewith  by and among Buyer, Seller and the Escrow  Agents
(the  "Escrow  Agreement"), to fund the Post-Closing  Adjustment,
which  Escrow  Agreement  shall also  provide  for  the  separate
holding    and   disbursement   of   funds   for   the   Seller's
Indemnification  Obligations  and  the  Gift  Certificates  Fund,
respectively,  and  shall  be  disbursed  pursuant  to   and   in
accordance  with  the  terms  of  Section  2.5  and  the   Escrow
Agreement.

     2.4  Determination of Inventory.  The quantity and valuation
of the Inventory shall be determined as follows:

           (a)   The  value of the Inventory as of the  Effective
Time of Closing shall be determined from the books and records of
Seller.  A  physical  inventory was  taken  after  the  close  of
business  on December 30, 1997 and completed prior to 11:59  p.m.
on  December 31, 1997, and the books and records of Seller  shall
be adjusted for Inventory quantities as of December 31, 1997, and
such  Inventory shall be valued in accordance with paragraph  (b)
of  this  Section 2.4.  Such physical inventory was conducted  by
Seller's representatives at Seller's expense subject to review by
Buyer's representatives at Buyer's expense.  Notwithstanding  any
provision  herein to the contrary, Buyer shall  conduct  its  own
physical inventory with the assistance of RGIS ("Buyer's Physical
Inventory Count") at the Stores and shall use its best commercial
efforts,  including, but not limited to, diverting RGIS personnel
from  performing inventory counts at Buyer's other retail stores,
to  cause such Count to be completed by the close of business  on
January  10,1998.  Any difference (positive or negative)  between
the value of the Inventory as based on Buyer's Physical Inventory
Count and the Seller's perpetual Inventory shall be reflected  by
an  adjustment, positive or negative, as the case may be, in  the
Inventory to be reflected on the Year End Balance Sheet; and  the
expenses incurred to perform the Buyer's Physical Inventory Count
shall be paid by Buyer and Seller in equal shares.

          (b)  Buyer shall use its best efforts to cause RGIS to
give priority to performing Buyer's Physical Inventory Counts at
the Westwood, Woburn, Framingham, Boston, Nashua, New Hampshire
and Salem, Massachusetts Stores.  Until all Buyer's Physical
Inventory Counts are completed, Buyer shall exercise all
commercially reasonable efforts to protect and afford security to
the Inventory and shall prohibit access by any person during non-
business hours to any Store as to which the Buyer's Physical
Inventory Count is not complete (and Buyer shall afford Seller,
at its request, access to alarm company records to check store
access events during non-business hours).

      Pursuant  to  agreement with the Buyer, Seller  intends  to
retain  and  place  in  Stores  for which  the  Buyer's  Physical
Inventory Count is not completed, Cambridge Associates' inventory
security  personnel  who shall act as agents  of  the  Seller  to
observe  the Buyer's Physical Inventory Count and to  ensure  the
security and integrity of the Inventory.  In connection with such
activities,  such inventory security personnel may,  among  other
things,  observe registers, check sales receipts for  merchandise
removed  from any Store, and monitor store-room and loading  dock
activities.   The  Buyer  shall  cooperate  with  the   inventory
security personnel in connection with such efforts.

           (c)   At the time the Buyer's Physical Inventory Count
is  complete, a copy thereof shall be delivered to Buyer together
with  other relevant documents in connection with the preparation
of  such  Count  (collectively, the "Buyer's  Physical  Inventory
Count  Papers").   Unless Seller provides  written  notice  of  a
specific objection to the Buyer's Physical Inventory count before
the  close of business on the second Business Day after the  date
of  Seller's  receipt  of  the Buyer's Physical  Inventory  Count
Papers,  such  Buyer's  Physical  Inventory  Count  shall  become
binding  upon  Buyer and Seller and will form the  basis  of  the
computation  under  the  third sentence of  Section  2.4(a).   If
Buyer,  by written notice to Seller before the close of  business
on  such  second  Business Day objects to the  Buyer's  Year  End
Inventory  Count,  then those aspects as to  which  the  specific
objection  was  made shall not become binding. Buyer  and  Seller
will  discuss such objection and, if they reach written agreement
concerning the aspects as to which objection was made,  then  the
terms  of such Agreement, and the aspects of the Buyer's Physical
Inventory Count not objected to, shall be binding upon Buyer  and
Seller  and  will  form the basis for the computation  under  the
third sentence of Section 2.4(a).  If a written agreement is  not
reached within two (2) Business Days after Seller gives notice of
an  objection,  then those aspects of Buyer's Physical  Inventory
Count  or  the  entire  Buyer's  Physical  Inventory  Count,   as
applicable,  as to which objection is made shall be submitted  to
RGIS  for  another  and  final physical  count.   RGIS  shall  be
requested to perform its physical account and to submit a written
report  of  the same within two (2) Business Days of instructions
to   such  effect  from  Buyer  and  Seller  provided  that  such
instruction  shall be limited to the scope of the matters  as  to
which Buyer and Seller have not reached agreement pursuant to the
second  preceding sentence.  Such final physical count  shall  be
deemed to be not appealable and binding upon Buyer and Seller and
will  form the basis for the computation under the third sentence
of  Section  2.4(a).  All of the fees and disbursements  of  RGIS
shall be shared equally by Buyer and Seller.

           (d)   The  Inventory  reflected on  the  Interim  Date
Balance  Sheet was valued, and the Inventory to be  reflected  on
the  Year End Balance Sheet (as defined herein) shall be  valued,
at  the  lower of cost (on a first-in, first-out basis) or market
in  accordance  with  generally  accepted  accounting  principles
("GAAP"),  consistently applied, provided, however,  that  in  no
event  shall the reserve for inventory  (the "Inventory Reserve")
to  be  reflected  thereon exceed $50,000 even  if  it  would  be
inconsistent with GAAP.

           (e)   Any disagreement regarding the quantity or value
of the Inventory, or both, shall be resolved in the manner and at
the time described in Section 2.5.1.

     2.5  Post-Closing Adjustment.

      2.5.1      (a)   The Purchase Price will be  adjusted  (the
"Post-Closing  Adjustment"),  dollar  for  dollar  following  the
Effective Time of Closing (i) to the extent that the Tangible Net
Worth of Seller as of December 31, 1997 (the "Final Tangible  Net
Worth")  shown upon the Year End Balance Sheet differs  from  the
Tangible  Net Worth of Seller at November 30, 1997 (the "Contract
Tangible Net Worth") shown upon the Interim Date Balance Sheet of
Seller  dated as of November 30, 1997 (the "Interim Date  Balance
Sheet") attached to Schedule 2.5.1(a).

          (b)  For purposes of this Agreement, Tangible Net Worth
shall  mean  total  assets  (other  than  Excluded  Assets)  less
intangible  assets (including, but not limited to, the intangible
assets  owned directly or indirectly by NVB or otherwise  related
to the NVB Franchise) less total liabilities (other than Excluded
Obligations) as reflected on the Interim Date Balance  Sheet  and
on  the  Year  End Balance Sheet, respectively.   In  determining
Tangible  Net Worth, except for the Inventory Reserve and  except
for  the application of Section 5.3, there should be no deduction
for  any Inventory which is determined not to be salable  in  the
ordinary  course of business as previously conducted  by  Seller.
The  Interim  Date  Balance  Sheet was  prepared  by  Seller  and
delivered to Buyer prior to the date hereof, and Seller has  made
available to Buyer all of Seller's work papers and other relevant
documents in connection with the preparation of the Interim  Date
Balance Sheet (collectively, the "Interim Date Balance Sheet Work
Papers").

          (c)  The Tangible Net Worth, as of December 31, 1997
(the "Year End Date"), shall be determined by Seller and
reflected on the Balance Sheet of Seller dated as of the Year End
Date (the "Year End Balance Sheet").  As promptly as possible and
in any event within sixty (60) days after the date hereof, Seller
shall prepare the Year End Balance Sheet, with the assistance and
cooperation of Buyer, which Year End Balance Sheet shall be
audited and accompanied by a report from Arthur Andersen LLP
("AA"), Seller's independent certified public accountants, which
shall state, among other things, that the Year End Balance Sheet,
as of the Year End Date, fairly represents, in all material
respects, the financial position of Seller as of the Year End
Date, in conformity with GAAP consistently applied.  At the time
the Year End Balance Sheet is delivered to Buyer, Seller shall
make available to Buyer all of Seller's work papers and other
relevant documents in connection with the preparation of the Year
End Balance Sheet (collectively, the "Year End Balance Sheet Work
Papers").  Buyer shall pay AA for its fees in connection with
auditing the Year End Balance Sheet and Seller shall reimburse
Buyer for such portion of such fees as shall be equal to the
amount paid by Seller to AA for the audit of Seller's 1996
Audited Financial Statements against receipt of reasonable
evidence as to the payment of such fees by Seller.

          (d)  Unless Buyer provides written notice of a specific
objection  to  the  Year End Balance Sheet before  the  close  of
business  on  the  tenth (10th) Business Day after  the  date  of
Buyer's  receipt of the Year End Balance Sheet and the  Year  End
Balance  Sheet  Work  Papers, such Year End Balance  Sheet  shall
become  binding upon Buyer and Seller and will form the basis  of
the computation under Section 2.5.2.  If Buyer, by written notice
to  Seller  before  the close of business on  such  tenth  (10th)
business  day, objects to the Year End Balance Sheet, then  those
aspects  as  to which the specific objection was made  shall  not
become  binding.   Buyer and Seller will discuss  such  objection
and, if they reach written agreement concerning the aspects as to
which  objection was made, then the terms of such agreement,  and
the  aspects of the Year End Balance Sheet not objected to, shall
be  binding upon Buyer and Seller and will form the basis for the
computation under Section 2.5.2.  If a written agreement  is  not
reached within ten (10) business days after Buyer gives notice of
an  objection, then those aspects as to which objection  is  made
shall  be submitted to Deloitte  Touche LLP (Boston Office)  (the
"Independent Accountant"), whose fees and disbursements shall  be
shared  equally by Buyer and Seller.  The Independent  Accountant
shall resolve the dispute and submit a written statement of  such
resolution,   provided,  that  the  review  of  the   Independent
Accountant  will be restricted as to scope to address only  those
matters  as to which Buyer and Seller have not reached  agreement
pursuant   to  the  second  preceding  sentence.   Such   written
statement,  together with those aspects of the Year  End  Balance
Sheet  not  objected  to, shall become final, non-appealable  and
binding  upon  Buyer and Seller and will form the basis  for  the
computation  under  Section 2.5.2.  In the  event  that  Deloitte
Touche  LLP (Boston Office) is unable or refuses to serve as  the
Independent Accountant and in the event the parties are unable to
agree   upon  another  Independent  Accountant,  the  Independent
Accountant shall be chosen by the Resident Manager of the  Boston
Office of AA.

     2.5.2     (a)  If the Contract Tangible Net Worth is greater
than  the Final Tangible Net Worth, then the difference shall  be
subtracted  from  the Holdback Fund and if  the  amount  of  such
deficiency  is  greater  than the amount of  the  Holdback  Fund,
Seller  shall  pay  to Buyer an amount equal to such  deficiency.
Payment  shall  be  made  not more than ten  (10)  Business  Days
following  the  determination of the  Final  Tangible  Net  Worth
pursuant  to Section 2.5.1 hereof in the manner described  above,
and  such amount (exclusive of the interest accrued with  respect
to  the  Holdback Fund while it was held in the Holdback  Escrow)
shall  bear interest from the date hereof to the date of  payment
at  the rate of eight percent (8%) per annum for up to the  first
twenty-one  (21)  Business Days following the date  the  Seller's
books are closed and made available to the Independent Accountant
for  purposes of the Independent Accountant beginning  its  audit
work in respect of the Year End Balance Sheet and at the rate  of
twelve  (12%) percent per annum thereafter. If the amount  to  be
deducted  from  the Holdback Fund is less than  the  full  amount
thereof, Buyer shall direct the Escrow Agents to promptly pay the
balance  thereof (including any accrued but unpaid  interest)  to
Seller in accordance with the provisions of the Escrow Agreement.

      (b)   If  the Contract Tangible Net Worth is less than  the
Final Tangible Net Worth, then the difference, plus the amount of
the  Holdback  Fund (including the interest accrued with  respect
tot  he  Holdback Fund while it was held in the Holdback  Escrow)
shall  be  paid  to Seller not more than ten (10)  Business  Days
following  the  determination of the  Final  Tangible  Net  Worth
pursuant  to Section 2.5.1 hereof in the manner described  above,
and  the  amount of such difference shall bear interest from  the
date  hereof to the date of payment at the rate of 8%  per  annum
for  up to the first twenty-one (21) Business Days following  the
date  the  Seller's books are closed and made  available  to  the
Independent Accountant beginning its audit work in respect of the
Year  End  Balance Sheet and at the rate of twelve percent  (12%)
per annum thereafter.

      (c)   Schedule 2.5.2(c) sets forth a series of  computation
examples  to  illustrate  the  provisions  set  forth   in   this
paragraph.  For  purposes of this Agreement, the  term  "Business
Day" shall mean any day which is not a Saturday, Sunday, or a day
on  which banks in the City of Boston, Massachusetts are required
by law, executive order or governmental decree to be closed.

      2.6   Allocation.  Seller and Buyer agree that the Purchase
Price shall be allocated among the Purchased Assets first, dollar
for  dollar  to reflect the applicable book values of  the  total
assets as reflected on the Closing Date Balance Sheet (other than
Excluded  Assets and intangible assets) and second  to  goodwill.
Seller  further agrees to cooperate with Buyer in completing  and
delivering  to  Buyer  or  the  Internal  Revenue  Service   such
information concerning the determination of the purchase price as
may be required pursuant to the Internal Revenue Code.

Section 3.     Representations and Warranties of Seller

           To  induce Buyer to execute and deliver this Agreement
and to consummate the transactions contemplated hereby, except as
set  forth (the "Disclosed Exceptions") in the disclosure  letter
delivered  to  Buyer by Seller on or prior to  the  date  of  the
execution  hereof  (the "Seller's Disclosure Letter"),  which  is
hereby  made an integral part of this Agreement as if  fully  set
forth herein, Seller hereby makes each of the representations and
warranties  set  forth in this Section 3,  each  of  which  shall
survive  the  execution and delivery to the extent set  forth  in
Section 6, all of which are material and have been relied upon by
the  Buyer  and  each of which shall be true and correct  in  all
respects as of the date hereof.  References to Schedules in  this
Section 3 shall be deemed to refer to the Schedules set forth  in
the  Seller's  Disclosure  Letter,  unless  otherwise  indicated.
Seller hereby represents and warrants to Buyer as follows:

      3.1   Organization and Qualification.  Seller is a  limited
partnership duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts.  Seller  has
all  requisite  power and authority to own those  properties  and
conduct those businesses presently owned or conducted by it,  and
is duly qualified to do business as it is now being conducted and
is  in  good  standing as a foreign limited partnership  in  each
other jurisdiction where the property owned, leased or used by it
or   the   conduct  of  its  business  makes  such  qualification
necessary.

      3.2  Authorization; No Restrictions, Consents or Approvals.
Seller  has  full power and authority to enter into  and  perform
this  Agreement and the Services Agreement dated as of  the  date
hereof  and  executed  and delivered by  Seller  and  Buyer  (the
"Services  Agreement")  and all partnership  and  partner  action
necessary  to  authorize  the  execution  and  delivery  of  this
Agreement and the Services Agreement and the performance by it of
its  obligations  hereunder and thereunder has been  duly  taken.
Each  of this Agreement and the Services Agreement has been  duly
executed by Seller and constitutes the legal, valid, binding  and
enforceable obligation of Seller, enforceable against  Seller  in
accordance  with its terms.  The execution and delivery  of  this
Agreement  and  the  Services  Agreement  and  the  sale  of  the
Purchased   Assets  and  the  consummation  of  the  transactions
contemplated  herein  and therein, do not (i)  conflict  with  or
violate any of the terms of the Limited Partnership Agreement  of
Seller  or any applicable Law which would have a Material Adverse
Effect, (ii) result in the creation or imposition of any Lien  on
any of the Purchased Assets, (iii) conflict with, or result in or
constitute  a default under or breach or violation of or  grounds
for  termination  of, any license, permit or  other  governmental
authorization to which Seller is a party or by which  Seller  may
be  bound,  or result in the violation by Seller of  any  Law  to
which  Seller or any assets of Seller may be subject, which would
materially   adversely  affect  the  Purchased  Assets   or   the
transactions  contemplated herein and  therein.   Except  as  set
forth in Schedule 3.2, no authorization, consent or approval  of,
notice  to,  or  filing  with, any public  body  or  governmental
authority or any other person is necessary in connection with the
execution and delivery by Seller of this Agreement, the  Services
Agreement  or  the  performance  by  Seller  of  its  obligations
hereunder or thereunder. For purposes of this Agreement, the term
"Material  Adverse Effect" with respect to the Seller shall  mean
any  change,  effect or circumstance that, individually  or  when
taken  together with all other changes, effects or  circumstances
that  have  occurred prior to the date hereof  or  is  reasonably
likely  to  be materially adverse to (i) the Purchased Assets  or
(ii)  Buyer's  title  to  the  Purchased  Assets  or  (iii)   the
transactions contemplated herein and the Services Agreement..

      3.3  Absence of Certain Changes.  Except to the extent  set
forth  on  Schedule 3.3, since November 30, 1997, there  has  not
been  any  material  adverse change,  or  to  Seller's  Knowledge
development involving a prospective material adverse change, with
respect  to  the Purchased Assets including, but not limited  to,
(i)  any  damage or destruction or property loss whether  or  not
covered  by  insurance,  materially and adversely  affecting  the
Purchased Assets, (ii) any increase in the compensation or bonus,
incentive  compensation, profit sharing,  retirement,  insurance,
medical   reimbursement  or  other  employee  benefit   plan   or
arrangement  payable  or owed or to become  payable  or  owed  by
Seller  with respect to the Store Employees (as defined  herein),
other than increases made on the basis of historical practice and
in  the  ordinary  course of business and compensation  increases
attendant  to promotions and falling within the normal range  for
the  new  position (iii) any release or waiver  of  any  material
right  or  claim  of Seller with respect to any  of  the  Leases,
Contracts  or the Licenses and Permits, (iv) any Lien on  any  of
the  Purchased Assets, or (vi) any material change by  Seller  in
accounting principles or methods.

      3.4   Taxes.      Seller with respect to the  Business  has
timely-filed  (timely  being understood to include  all  properly
granted  extensions) all returns required to be filed by it  with
respect  to  all  federal, state and local  and  foreign  income,
payroll,  withholding,  excise, sales,  personal  property,  use,
business and occupation, franchise and occupancy, real estate  or
other  taxes  (all of the foregoing taxes including interest  and
penalties   thereon   and   including  estimated   taxes,   being
hereinafter  collectively, the "Taxes") and has  paid  all  Taxes
which  are shown to have become due pursuant to such returns  and
has  paid  all other Taxes for which it has received a notice  of
assessment or demand for payment or has otherwise been made aware
of  a  deficiency.   All  such returns or reports  are  true  and
correct in all material respects.

      3.5  Ownership of Purchased Assets.  Subject to the Sale to
Buyer  pursuant to this Agreement, Seller is the  owner  of,  and
holds  good  and  clear  record  and  marketable  title  to,  the
Purchased  Assets  free and clear of any Liens, except  Permitted
Liens, if any.  Seller does hereby transfer to the Buyer good and
clear  marketable title (and, to Seller's Knowledge with  respect
to  leasehold  interests under the Leases,  insurable  at  normal
rates  with respect to the tangible assets constituting  part  of
the  Purchased Assets), under all applicable Laws, in and to  all
of  the  Purchased  Assets, free and clear of all  Liens,  except
Permitted Liens.

      3.6   Leases; Exclusive Possession; Not in Default.     (a)
Seller  enjoys  exclusive,  peaceful and  undisturbed  possession
under the Leases (subject to the provisions thereof) and personal
property  leases  constituting part of the  Purchased  Assets  to
which Seller is a party.  Seller has posted security deposits for
the  performance of its obligations under the Leases as set forth
on Schedule 1.1(a), and, to the best of Seller's Knowledge, there
are  no  claims  or charges against such security deposits  which
have  been asserted or, for which there exists a legal basis  for
such  assertion.   With respect to the Leases and  such  personal
property  leases,  the consent of only the  landlords  and  those
lenders  under  financing documents identified  as  Contracts  on
Schedule  1.4  have been required for and have been  obtained  by
Seller  to consummate the transactions required by this Agreement
and  the  same  do not breach, or constitute a default  of,  such
leases.   Schedule 1.1(a) contains a list of the Leases  covering
the Stores, and any subleases (the "Subleases") thereunder as  to
which  Seller is lessor, sublessee or sublessor.  A copy of  each
such  Lease  and Sublease has been provided to Buyer.   No  other
real  property (owned or leased) is used in connection  with  the
Business.   No  partner of Seller, nor any Affiliate  of  Seller,
owns directly or indirectly, in whole or in part, any of the real
properties described on Schedule 1.1(a) or any interest  therein.
Seller is not in default with respect to any term or condition of
any  Lease, nor, to the best Knowledge of Seller, has  any  event
occurred  which,  through the passage of time or  the  giving  of
notice,  or  both,  would constitute a default thereunder,  would
cause  the  acceleration  of  any obligation  of  Seller  or  the
creation  of  a  Lien,  except as provided on  Schedule  3.2,  or
interfere  with  Seller's right to occupy  any  leasehold,  which
default  or acceleration would have a material adverse effect  on
the  Purchased  Assets  taken as a whole. For  purposes  of  this
Agreement, the term "Affiliate" means any Person that directly or
indirectly  through one or more intermediaries,  controls  or  is
controlled  by  or  is  under  common  control  with  the  Person
specified.  For purposes of this definition, control of a  Person
means  the  power,  direct or indirect, to direct  or  cause  the
direction  of the management and policies of such Person  whether
by contract or otherwise and, in any event, without limitation of
the  foregoing,  any  Person owning 10% or  more  of  the  voting
securities  of  another Person shall be deemed  to  control  that
Person.

            (b)    For  purposes  of  this  Agreement,  the  term
"Knowledge" or "Best Knowledge" shall mean, (a) with  respect  to
Seller, the actual knowledge of any of the individuals listed  on
Schedule  3.6(b)(i)  and (b) with respect to  Buyer,  the  actual
knowledge   of  any  of  the  individuals  listed   on   Schedule
3.6(b)(ii).  Neither the listing nor description of any  item  or
matter  in  any  Schedule,  Exhibit  or  Annex  hereto,  nor  the
furnishing or availability for review of any document referred to
herein,  and  any  Agreement, Instrument  or  Document  given  in
connection  herewith, or in any such Schedule, Exhibit  or  Annex
shall be construed to modify, qualify or disclose an exception to
any  representation or warranty, except solely to the extent that
such  representation or warranty relates to the existence or non-
existence of the item, matter or document itself.

      3.7   Contracts and Other Documents.  Schedule 1.1(e)  sets
forth   a  complete  listing  or  description  of  all  Contracts
(excluding from such listing or descriptions (i) purchaser orders
of  merchandise  ordered in the ordinary course of  business  and
(ii)  contracts which do not involve payment or receipt  of  more
than  $10,000) to which Seller is a party in connection with  the
Business.    Each  of  the  Contracts  is  valid,   binding   and
enforceable  in accordance with its terms, and is in  full  force
and  effect; there are no existing defaults on the part of Seller
or, to the best of Seller's Knowledge, any other party, under any
Contract,  and  no event of default under any such  Contract  has
occurred  and  is continuing which (whether with or  without  the
giving of notice, lapse of time or both, or the happening of  any
other event) would constitute a default under such Contract; each
such  Contract will, subject to obtaining any applicable  consent
continue  to  be in full force and effect on the same  terms  and
conditions without the need for any action on the part  of  Buyer
except for Buyer's performance of the Assumed Obligations; to the
best  of  Seller's  Knowledge, each such  Contract  reflects  the
complete  understanding among the parties thereto;  and  complete
copies  of  each such Contract including all amendments  thereto,
have  been  delivered to Buyer at or prior to  the  date  hereof.
Seller's  interest in each of the Contracts is free and clear  of
all  Liens  (other than any created by Buyer).  Except for  those
Contracts which are listed on Schedule 1.1(e), or which have been
entered into by Seller in the ordinary course of business and  do
not  involve payment or receipt of more than $10,000,  Seller  is
not  a party to any Contract or similar document.  Neither Seller
nor,  to  the best of Seller's Knowledge, any other party  is  in
default under any Contract.

      3.8   Labor Difficulties.  Except as set forth in  Schedule
3.8,  to  the  best of Seller's Knowledge, with  respect  to  the
Business  (i)  Seller  is not a party to  a  union  agreement  or
collective  bargaining agreement and no attempt to  organize  any
Store  Employees of Seller has been made, proposed or threatened;
(ii)  there is no labor strike, formal dispute, formal grievance,
arbitration proceeding, general slowdown or stoppage,  or  charge
of  unfair labor practice pending before a court, regulatory body
or  arbitration tribunal, or, to the best of Seller's  Knowledge,
threatened  against  or  affecting the Purchased  Assets  or  the
Business,  and  no  event  has occurred  which  would  constitute
reasonable   grounds  for  such  a  strike,  dispute,  grievance,
proceeding  or  charge;  (iii) no union  representation  question
exists  respecting any Store Employees of Seller; (iv) there  are
no  charges  or complaints of discrimination pending  before  the
United  States  Equal Employment Opportunity  Commission  or  any
other federal, state, local or foreign agency or tribunal against
Seller;  (v)  Seller does not presently employ, and  at  no  time
during  the past year did it employ, any illegal alien; and  (vi)
Seller  is in compliance with all federal, state and local  labor
and employment-related Laws.

       3.9   ERISA;  Employee  Benefit  Plans.  Seller  does  not
currently  sponsor  or maintain and has not  at  any  time  since
September  2,  1974  sponsored  or maintained  any  qualified  or
nonqualified "employee pension plan" as that term is  defined  in
Section  3(2)  of  ERISA.  Seller does not currently  sponsor  or
maintain with respect to its Store Employees any plan or any type
of   benefit   offered   under   any   arrangement   subject   to
characterization as an "employee welfare benefit plan" within the
meaning of Section 3(3) of ERISA (collectively referred to as the
"Employee Benefit Plans") other than as reflected on the Employee
List.   Seller   has   not  received  any   written   notice   of
noncompliance, and to Seller's Knowledge, Seller is in compliance
with all terms of the Employee Benefit Plans and with ERISA,  and
all  other  applicable Laws as they affect Seller and  its  Store
Employees, except to the extent that failure to comply would  not
have  a Material Adverse Effect.  Seller has not received written
notice of, and to Seller's Knowledge there are no demands by  any
Store   Employee  (or  beneficiary  or  dependent  of  any  Store
Employee) for benefits, except those benefits pending payment  or
satisfaction in the ordinary course of business.

      3.10       Employees.   Seller has delivered  to  Buyer  an
accurate  and  complete list (the "Employee List")  of:  (i)  the
names  and  current  salaries or wage rate and  Employee  Benefit
Plans  benefits,  as  applicable, of all of  Seller's  employees,
including but not limited to, the Store Employees.  Except as set
forth on the Employee List, there are no bonuses, profit sharing,
incentives,  commissions  or  other  compensation  of  any  kind,
including severance benefits (collectively "Employee Non-Vacation
Compensation") due to or expected by present or former  employees
of  Seller  with  respect to the Business as of the  date  hereof
which have not been fully paid prior to such date or are expected
to  be  paid  by  Seller within thirty (30) days  hereafter.  All
accrued vacation time and pay earned by the Store Employees  (and
such  of  Seller's  non-Store Employees who become  employees  or
independent  consultants of Buyer) prior  to  and  subsequent  to
December  31, 1997, shall be timely paid or awarded or  credited,
as the case may be, by Buyer in accordance with Buyer's customary
employee  benefit  plans,  policies,  programs  and  arrangements
maintained by Buyer for its own comparable employees.

      3.11       Licenses  and  Permits.  To Seller's  Knowledge,
Seller  has  obtained, has fully paid for, and has in full  force
and  effect  all  such licenses, franchises, permits,  approvals,
certificates,  certifications and other authorizations  from  all
applicable governmental authorities which have been material  and
necessary  for the conduct of the Business as currently conducted
and  the ownership, use, occupancy and operation of the Purchased
Assets and the Leased Premises or otherwise relating to the Store
Locations  (the  "Licenses and Permits"). To Seller's  Knowledge,
the execution, delivery and performance of this Agreement and the
consummation  of  the transactions contemplated hereby  will  not
result in the revocation, cancellation, suspension, modification,
or  limitation of any of such Licenses and Permits and  will  not
give  to any Person any right to revoke, cancel, suspend, modify,
or limit any of such Licenses and Permits. To Seller's Knowledge,
all such Licenses and Permits are transferable to Buyer.

     3.12      INTENTIONALLY OMITTED.

      3.13       Compliance With Law.  Except  as  set  forth  in
Schedule  3.13,  with  respect to the Purchased  Assets  and  the
Leased  Premises, Seller has at all times operated in  compliance
in  all  material  respects  to the  extent  necessary  with  all
applicable   federal,  state,  local,  or  other   laws,   rules,
regulations, guidelines, orders, injunctions,  building and other
codes,  ordinances, permits, licenses, authorizations, judgments,
decrees  of  federal, state, local, foreign or other authorities,
and  all  orders, writs, decrees and consents of any governmental
or  political  subdivision or agency thereof,  or  any  court  or
similar  Person established by any such governmental or political
subdivision   or  agency  thereof  (collectively,  the   "Laws"),
including but not limited to all applicable Laws relating to  the
safe  conduct of business, employment discrimination,  wages  and
hours,  employment of illegal aliens, collective bargaining,  the
payment   of  withholding  and  social  security  taxes,  product
labeling, antitrust, consumer protection, occupational safety and
health,  consumer product safety, the importation  of  goods  and
product  liability, except to the extent that failure  to  comply
would  not  have  a  Material Adverse  Effect;  and  to  Seller's
Knowledge,   no   event  has  occurred  which  would   constitute
reasonable  grounds for a claim that non-compliance has  occurred
or is occurring.

      3.14       Intangible Assets.  Seller owns all  rights  and
interest  to  or  possesses valid and binding licenses  or  other
rights  to use the Intangible Assets free and clear of all  Liens
(other  than Permitted Liens) or distribution rights.  Seller  is
not   required  to  pay  any  royalty,  license  fee  or  similar
compensation with respect to the Intangible Assets in  connection
with  the  current or prior conduct of its Business.  No  written
claims  have been asserted by any Person with respect to the  use
of  the Intellectual Property or Intangible Assets by Seller.  To
Seller's  Knowledge, no Person is infringing upon the  Intangible
Assets.    No  Person,  other  than  Seller,  owns  or  has   any
proprietary, financial or other interest, direct or indirect,  in
whole or in part, in any Intangible Asset.

      3.15       Pending  Litigation.  Except  as  set  forth  in
Schedule  3.15, with respect to the Business, the Leased Premises
and   the   Contracts,  there  are  no  actions,  suits,  claims,
enforcement actions, or proceedings pending or threatened against
Seller  or  any  Person by reason of it or he being  a  director,
shareholder, or officer of Seller, whether at law or in equity or
before  or by any federal, state, municipal or other governmental
department,  commission, board, bureau, agency or instrumentality
which,  if  adversely determined, would have a  Material  Adverse
Effect  nor  is  there outstanding any writ,  order,  decree,  or
injunction  applicable  to Seller that (i)  calls  into  question
Seller's  authority  or right to enter into  this  Agreement  and
consummate  the transactions contemplated hereby, or  (ii)  would
otherwise prevent or delay the transactions contemplated by  this
Agreement.

      3.16       Customer List. Seller has delivered to  Buyer  a
copy of Seller's most complete customer list with respect to  the
Business.

      3.17       Financial Statements.  Schedule 3.17 sets  forth
(a)  the  audited financial statements as of December  31,  1996,
which  include  the balance sheet of Seller as  of  December  31,
1996, statement of operations and retained earnings of Seller for
the fiscal year ended December 31, 1996, and statement of changes
in  financial position of the Business for the fiscal year  ended
December  31,  1996,  together with the  related  notes  thereto,
including  the  report thereon of Seller's independent  certified
public   accountant,  AA  (collectively,  the  "Seller's  Audited
Financial  Statements"),  (b) and an  interim  unaudited  balance
sheet  of  Seller  as  of September 30, 1997,  and  an  unaudited
statement  of  operations and retained earnings and an  unaudited
statement of changes in financial position of Seller for the nine
month  period then ended (collectively, the "Nine Month Financial
Statements") and (c) the Unaudited Interim Date Balance Sheet  of
Seller  as  of November 30, 1997.  The Seller's Audited Financial
Statements  and the Nine Month Financial Statements are  complete
and  correct and fairly present the financial condition of Seller
as of the dates thereof and the results of its operations for the
fiscal  years  and  periods ended on such  dates.   The  Seller's
Audited  Financial Statements and Nine Month Financial Statements
have been prepared in accordance with GAAP, consistently applied.
To  Seller's  Knowledge, the Interim Date  Balance  Sheet  as  of
November 30, 1997 fairly presents, in all material respects,  the
financial  condition  of  Seller  as  of  the  Interim  Date   in
conformity  with GAAP, consistently applied with  those  used  in
preparation  of  the Seller's Audited Financial  Statements,  and
provides  the  basis for calculating the Tangible  Net  Worth  of
Seller as of such date.

     3.18      INTENTIONALLY OMITTED.

     3.19      Inventory.  All Inventory of Seller's Business was
acquired  and  has  been  maintained in the  ordinary  course  of
Seller's  Business and, except to the extent reserves  have  been
accrued on the Interim Date Balance Sheet in accordance with past
custom  and  practice  of  Seller, is of  good  and  merchantable
quality  and  consists substantially of a quality,  quantity  and
condition  saleable in the ordinary course of Seller's  Business.
Seller  is not under any liability or obligation with respect  to
the  return of any Inventory in the possession of wholesalers  or
retailers.  All inventory items shown on the Interim Date Balance
Sheet  are, and those that are existing at the Closing  will  be,
priced  on the first-in, first-out (FIFO) basis at lower of  cost
or  market, and reflect write-downs to realize values in the case
of  items which have become obsolete or unsalable.  The values of
the  Inventories stated on the Interim Date Balance Sheet reflect
the  normal  inventory  valuation policies  of  the  Seller  with
respect  to  the Business and were determined in accordance  with
GAAP,  consistently applied.  Purchase commitments for  Inventory
on  order are not in excess of normal requirements, and none  are
at  prices materially in excess of current market prices.   Since
the  date  of the Interim Date Balance Sheet, no inventory  items
have  been  sold  or  disposed of except  through  sales  in  the
ordinary course of Seller's Business.

      3.20       Suppliers.   Except  with  respect  to  NVB  and
Affiliates  thereof, Seller has no Knowledge  of  any  supplier's
intention  to  discontinue or substantially reduce  the  size  or
number  of transactions it consummates with Seller as it  relates
to  the  Business prior to Closing or will consummate with  Buyer
upon the consummation of the transactions contemplated herein.

      3.21       No  Third Party Option.  There are  no  existing
agreements,  options, commitments or rights with, of  or  to  any
Person  to  acquire any of Seller's assets, properties or  rights
included in the Purchased Assets or any interest therein,  except
for  those contracts entered into in the ordinary course for  the
sale of inventory of Seller.

     3.22      Certain Land Use Matters.

                (a)   Condition of Leased. To Seller's Knowledge,
the  improvements upon the Leased Premises are in good  condition
and  all  systems and appliances, including, by  way  of  example
only,  to the extent applicable to the Leased Premises, lighting,
heating, cooling, plumbing, electrical, water and gas are in good
working  condition.   All material defects with  respect  to  the
Leased  Premises  and  Known  to  Seller,  and  all  systems  and
appliances  applicable thereto, have been disclosed to  Buyer  by
Seller in writing.

                (b)  Public Utilities.  Adequate supplies of  all
public   utilities,  including  water,  sewer,   gas,   electric,
telephone and drainage facilities and other utilities required by
Law or by the normal use and operation of the Leased Premises are
installed to and connected with the Leased Premises and have been
historically  adequate to serve the Leased  Premises  for  normal
usage of the Leased Premises by Seller as an occupant thereof and
its licensees and invitees.

                (c)  Legal Compliance. Seller has no Knowledge of
any   condemnation,  environmental,  zoning  or  other  land  use
regulation  proceedings or investigations, either  instituted  or
planned to be instituted by any Person, which would detrimentally
affect  the  use  and operation of the Leased  Premises  and  for
Buyer's intended purpose or the value of the Leased Premises, nor
has  Seller received any written notice of any special assessment
proceedings  affecting the Leased Premises.   No  written  notice
from  any  governmental body has been served upon Seller claiming
or  requiring,  or calling attention to the need for,  any  work,
repairs,  construction,  alterations or  installation  on  or  in
connection with the Leased Premises, which has not been  complied
with.

     3.23      Environmental Matters.

     (a)  Definitions.   As used in this Agreement, the following
terms have the respective meanings set forth below:

           "Environmental Compliance Liability" means any and all
liabilities,  damages  and costs arising under,  or  related  to,
compliance with any Environmental Law applicable to the  Business
or  the  Leased Premises, or any operations or assets  associated
therewith,  which may result in claims and/or demands  by  and/or
liabilities  to  third parties, including  but  not  limited  to,
governmental entities.

           "Environmental  Conditions" shall  mean  any  and  all
circumstances  with  respect to any real property,  any  and  all
circumstances  with  respect  to any soils,  bedrock  formations,
surface  waters, groundwaters, ponds, wetlands, stream sediments,
air   and   similar  environmental  media,  and   any   and   all
circumstances with respect to any of the structures  and  any  of
the building and construction materials that may require Response
Action  and/or that may result in claims and/or demands by and/or
liabilities  to  third  parties including,  but  not  limited  to
governmental entities, and either that:

               (i)  are or were previously located at or near the
Leased Premises; or that

                (ii)  result  or  previously  resulted  from  the
operation  of  Business  at  the  Leased  Premises  or  from  the
activities or events that occur or previously occurred at or near
any of the Leased Premises.

This  term shall expressly include, but shall not be limited  to,
such   on-site   and  off-site  circumstances  related   to   any
Environmental  Notice or other investigation or proceeding  under
the   Comprehensive  Environmental,  Response,  Compensation  and
Liability Act, 42 U.S.C. 9601 et seq., as amended, ("CERCLA")  or
analogous state statute.

           "Environmental Laws" means any and all federal, state,
local  or  municipal written and published Laws,  rules,  orders,
regulations, statutes, ordinances, codes, or requirements of  any
governmental  authority  regulating  or  imposing  standards   of
liability  or  standards  of  conduct  (including  common   laws)
concerning  air, water, solid waste, Hazardous Materials,  worker
and   community   right-to-know,  hazard  communication,   noise,
radioactive  material, resource protection,  subdivision,  inland
wetlands   and   watercourses,  health   protection   and   other
environmental,  health, safety, building,  land  use,  and  local
government concerns.

            "Environmental  Notice"  shall  mean   any   summons,
citation,   directive,   order,  claim,   pleading,   proceeding,
judgment,  notice  of potential liability, letter  or  any  other
written   communication  from  the  United  States  Environmental
Protection Agency ("USEPA"), or from any other federal, state  or
local  agency  or  authority, or from any  other  entity  or  any
individual,  concerning any intentional or unintentional  act  or
omission which has resulted in or which may result in the Release
of any Hazardous Material into the environment, including but not
limited   to,   soils,   bedrock  formations,   surface   waters,
groundwaters,  ponds, wetlands, stream sediments,  air  or  other
environmental  media,  or  concerning any  violation  or  alleged
violation  of  Environmental Laws, and  shall  expressly  include
actions  under CERCLA and the imposition of any lien pursuant  to
any federal, state or local Environmental Laws.

           "Hazardous  Materials" means any petroleum,  petroleum
products,  fuel  oil, waste oil, explosives, reactive  materials,
ignitable  materials,  corrosive materials, hazardous  chemicals,
hazardous   wastes,  hazardous  substances,  extremely  hazardous
substances,   toxic  substances,  toxic  chemicals,   radioactive
materials, medical waste, biomedical waste, infectious materials,
pollutants,    toxic    pollutants,    herbicides,    fungicides,
rodenticides,   insecticides,  contaminant,  or  pesticides   and
including,  but  not  limited to, any  other  element,  compound,
mixture,  solution  or  substance which may  pose  a  present  or
potential hazard to human health or the environment.

           "Release" means releasing, spilling, leaking, pumping,
pouring,  emitting,  emptying, discharging,  ejecting,  escaping,
leaching, disposing, seeping, infiltrating, draining or  dumping,
or  as  otherwise  defined under Environmental laws.   This  term
shall  be interpreted to include both the noun form and the  verb
form, present, past and future tense, as appropriate.

          "Response Action" means any efforts of any governmental
entity,  Seller,  Buyer,  or other Person,  or  the  contractors,
subcontractors  or  agents  of any governmental  entity,  Seller,
Buyer,  or  Person,  which  are  made,  designed,  initiated,  or
maintained   to   address   any   Environmental   Condition    or
Environmental Compliance Liability and may include investigation,
remedial design, site monitoring, containment, mitigation, clean-
up,  transport, removal, disposal, restoration and other remedial
efforts  of  any kind, including but not limited to the  expenses
incurred by any governmental entity in evaluating, monitoring  or
overseeing any Response Action.

     (b)  Environmental Representations and Warranties by Seller.
Seller hereby represents and warrants to Buyer:

           (i)   Seller has not received any Environmental Notice
seeking   any   information   or  alleging   any   violation   of
Environmental Laws with respect to the Leased Premises.

          (ii) Seller has complied with all applicable filing and
notification  requirements  Known  to  Seller  under   applicable
Environmental  Laws as in effect as of the date hereof  that  are
required in connection with the Leased Premises or any activities
conducted by Seller on the Leased Premises at any time  prior  to
the  date  hereof,  except to the extent that failure  to  comply
would not have a Material Adverse Effect.

          (iii)     Except as described in Schedule 3.23(b)(iii),
to  Seller's Knowledge, neither Seller nor any other Person,  has
caused  or  permitted the Leased Premises to be used to generate,
manufacture,  refine, transport, treat, store,  handle,  dispose,
transfer,  produce or process any Hazardous Materials (except  in
quantities characterized as "Household Hazardous Waste")  at  any
time  prior  to  the date hereof, except in compliance  with  all
applicable  Environmental  Laws.  To  Seller's  Knowledge,  solid
waste  generated at the Leased Premises has been disposed  of  by
properly  licensed haulers.  Seller has not caused  or  permitted
the   Release  of  any  Hazardous  Materials  that  occurred  at,
affected,  or  related  to the Leased Premises,  or  any  of  the
activities conducted thereon, whether on-site or off-site of  the
Leased Premises, at any time prior to the date hereof, except for
Releases  in compliance with all Environmental Laws.  To Seller's
Knowledge,  the  Leased  Premises do not  contain  any  Hazardous
Materials  except  in  quantities characterizable  as  "Household
Hazardous  Waste" and no such materials are located  on,  in,  or
under  any of the Leased Premises except in compliance  with  all
Environmental Laws.

           (iv)  To  Seller's Knowledge the Leased  Premises  and
Seller's  historical use thereof and operation therein  were  and
are  in  compliance with all Environmental Laws,  except  to  the
extent  that failure to comply would not have a Material  Adverse
Effect.    There   are   no  environmental  proceedings,   either
instituted or, to the best of Seller's Knowledge, planned  to  be
instituted,  which  would  detrimentally  affect  the   use   and
operation  of  the Leased Premises for the purposes  that  Seller
presently uses and operates the Leased Premises.

     Section 4.     Representations and Warranties of Buyer

      To  induce Seller to execute and deliver this Agreement and
to consummate the transactions contemplated hereby, except as set
forth  (the  "Disclosed  Exceptions") in  the  disclosure  letter
delivered to the Seller by Buyer on or prior to the date  of  the
execution  hereof  (the  "Buyer's Disclosure  Letter")  which  is
hereby  made an integral part of this Agreement as if  fully  set
forth  herein, the Buyer hereby makes each of the representations
and  warranties set forth in this Agreement, including those  set
forth  in  this  Section  4,  each of  which  shall  survive  the
execution and delivery hereof to the extent set forth in  Section
6,  all of which are material and have been relied upon by Seller
and each of which shall be true and correct in all respects as of
the date hereof.  References to Schedules in this Section 4 shall
be  deemed  to  refer to the Schedules set forth in  the  Buyer's
Disclosure  Letter,  unless otherwise  indicated.   Buyer  hereby
represents and warrants to Seller as follows:

     4.1  Organization and Qualification.  Buyer is a corporation
duly  organized, validly existing and in good standing under  the
laws  of  the  Commonwealth  of  Massachusetts.   Buyer  has  all
requisite power and authority to own those properties and conduct
those businesses presently owned or conducted by it, and is  duly
qualified to do business as it is now being conducted and  is  in
good standing as a foreign corporation in each other jurisdiction
where the property owned, leased or used by it or the conduct  of
its business makes such qualification necessary.

      4.2  Authorization; No Restrictions, Consents or Approvals.
Buyer  has full corporate power and authority to enter  into  and
perform this Agreement and the Services Agreement, and has  taken
all  necessary action to authorize the execution and delivery  of
this Agreement and the Services Agreement and the performance  by
it  of  its obligations hereunder and thereunder.  Each  of  this
Agreement  and the Services Agreement has been duly  executed  by
Buyer  and constitutes the legal, valid, binding, and enforceable
obligations  of  Buyer.   The  execution  and  delivery  of  this
Agreement  and  the  Services Agreement and the  consummation  by
Buyer of the transactions contemplated herein or therein, do  not
(v)  conflict  with or violate any of the terms  of  Articles  of
Organization  or Bylaws of Buyer as each have been  amended  from
time  to  time, or any applicable Law, or (vi) conflict with,  or
result  in  a  breach of any of the terms of, or  result  in  the
acceleration  of  any  indebtedness  or  obligations  under,  any
agreement, obligation, or instrument by which Buyer is bound  and
which   would   materially  adversely  affect  the   transactions
contemplated  herein or therein.  No authorization,  consent,  or
approval  of  any governmental authority or any other  person  is
necessary  or  required  in connection  with  the  execution  and
delivery by Buyer of this Agreement or the Services Agreement  or
the  performance  by  Buyer of Buyer's obligations  hereunder  or
thereunder.

      4.3   Pending  Litigation. There are  not  actions,  suits,
claims,  enforcement actions or proceedings pending or threatened
against  Buyer  or  any Person by reason of  it  or  he  being  a
director  or  officer of Buyer, whether at law or  in  equity  or
before  or by any federal, state, municipal or other governmental
department,  commission, board, bureau, agency or instrumentality
which,  if  adversely determined, would have a  material  adverse
effect (i) on the financial position of Buyer or (ii) that  calls
into  question  Buyer's authority or right  to  enter  into  this
Agreement   or   the  Services  Agreement  and   consummate   the
transactions  contemplated hereby or thereby, or would  otherwise
prevent  or delay the transactions contemplated by this Agreement
or the Services Agreement.

     4.4 .     Financial Statements.  Schedule 4.4 sets forth (a)
the  audited  financial  statements as of  March  1,  1997  which
include  the  balance  sheet  of  Buyer  as  of  March  1,  1997,
statements of operations, stockholder's equity and cash flows  of
Buyer for the fiscal year ended March 1, 1997, together with  the
related  notes thereto, including the report thereon  of  Buyer's
independent  certified public accountant, AA  (collectively,  the
"Buyer's  Audited  Financial Statements"),  (b)  and  an  interim
unaudited  balance sheet of Buyer as of August 30,  1997  and  an
unaudited statement of operations and cash flows of Buyer for the
six month period then ended (collectively, the "Buyer's Six Month
Financial Statements").  The Buyer's Audited Financial Statements
and  the Buyer's Six Month Financial Statements are complete  and
correct and fairly present the financial condition of Buyer as of
the  dates  thereof  and the results of its  operations  for  the
fiscal year and periods ended on such dates.  The Buyer's Audited
Financial  Statements and Buyer's Six Month Financial  Statements
have been prepared in accordance with GAAP, consistently applied.

Section  5.      Post-Closing  Covenants.   From  and  after  the
Effective Time of Closing, the parties hereto shall be  bound  by
the following covenants:

      5.1  NVB Signage and Labels.  Immediately after payment  of
the Purchase Price pursuant to Section 2.2, Buyer shall cover all
NVB signage at or on the Leased Premises and shall, within thirty
(30)  days thereafter, remove and dispose of all such signage  at
its  cost.  Further, Buyer shall not offer for sale any Inventory
or  other  Purchased  Asset bearing any NVB label,  tag,  pricing
sticker or other NVB identification.

      5.2  .      Cooperation.   Buyer and Seller  agree  (a)  to
cooperate with each other in determining whether any filings  are
required  to be made or consents required to be obtained  in  any
jurisdiction   in  connection  with  the  consummation   of   the
transactions contemplated hereby and in making or causing  to  be
made  any  such filings promptly and in seeking to  obtain  in  a
timely  manner  any such consents; and (b) to use all  reasonable
efforts  to  obtain  promptly  the  satisfaction  of  any   other
requirements   or   conditions  to  the   consummation   of   the
transactions contemplated herein, including, but not limited  to,
those  set  forth  on the Closing Agenda of even  date  herewith.
Buyer  and Seller shall furnish to each other and to each other's
counsel  all  such information as may be reasonably  required  in
order  to  effectuate the foregoing.  In addition,  Seller  shall
furnish to Buyer a complete list of and/or copies of the Licenses
and Permits transferred to Buyer hereunder within forty-five (45)
days of the date hereof.

      5.3   Returns.  Pending completion of the audit of the Year
End  Balance Sheet in accordance with Section 2.5(c), Buyer shall
maintain, with respect to each item of returned merchandise,  (i)
a  copy  of  the  receipt pertaining to such  an  item  and  (ii)
documentation indicating and describing in reasonable detail what
the  customer  returning such merchandise  received  in  exchange
therefor  (e.g.  cash, merchandise credit or other  merchandise).
Buyer  and Seller agree that returns are defined as the  negative
sale  events that result in the customer's receipt of cash  or  a
negative commercial credit card transaction in exchange  for  the
return  of  merchandise  to  the inventory  of  the  Buyer.   The
merchandise must have been originally purchased at a Store of the
Seller  and  returned  in accordance with the  Seller's  standard
return  policy.   Returned products for which either  replacement
product  of  any  kind, a gift certificate(s) or  other  form  of
merchandise credit, or placement of an order for merchandise  not
currently  available, any of which are equal  to  or  greater  in
value  than the original transaction, will be excluded  from  the
definition of returns.  The reserve for returns, as presented  on
the  Year End Balance Sheet, shall be calculated by assessing the
original  selling prices of items returned in return transactions
during January 1998 less the cost of each such item as carried in
the Seller's December 31, 1997 inventory valuation.

      5.4.  Post-Closing Access.  Buyer shall give to Seller  and
its respective authorized representatives such reasonable access,
at  Seller's cost and expense, during normal business  hours  and
upon  prior notice ("Post-Closing Access"), to books and  records
constituting part of the Purchased Assets, the Leased Premises or
otherwise  relating to the Business (including without limitation
all  such  accounting  books  and  tax  records)  as  Seller  may
reasonably require in connection with the preparation and  filing
of  tax returns or any claim made by any party with respect to  a
liability  or  obligation  that is  not  an  Assumed  Obligation,
pertaining  to  any reasonable and proper purpose  in  connection
with the conduct of the Business prior to the date hereof and  to
verify the Accounting provided for under Section 5.9.

     5.5. Covenant Not to Compete.

           (a)   Seller hereby covenants and agrees that for  the
period  commencing with the date hereof and ending two (2)  years
from such date, Seller shall not, within or from a 15 mile radius
of  any  of Seller's Stores (the "Area"), directly or indirectly,
own,  manage, operate, finance, join, control, or participate  in
the  ownership, management, operation, finance or control of,  or
be connected with, in any manner, any entity, business enterprise
or  operation  engaged  in  the  marketing,  sale,  licensing  or
distribution  of golf/tennis equipment or apparel through  retail
stores.

          (b)  In addition to the restrictions imposed by Section
5.5(a),  Seller hereby covenants and agrees that for  the  period
commencing  with the date hereof and ending two  (2)  years  from
such  date, Seller shall not, directly or indirectly, within  the
Area,  induce  or  attempt  to induce or  influence  any  current
employee of Seller to terminate his or her employment with Buyer.

           (c)   Seller shall hold in confidence and refrain from
disclosing,  publishing  or  making  use  of  all  Knowledge  and
information  of  a confidential nature relating to  the  Business
prior  to the date hereof, except Knowledge and information which
(i) is or becomes generally available to the public other than as
a  result  of a disclosure prohibited hereby, or (ii) is required
to be disclosed by Law.

           (d)   For  the purposes of this Agreement,  the  words
"directly or indirectly" as used in this Section 5.5 herein shall
include,  but not be limited to, (i) acting as an agent, officer,
director, representative, consultant, independent contractor,  or
employee  of any entity or enterprise, and (ii) participating  in
any  such  competing entity or enterprise as an  owner,  partner,
limited  partner,  member, joint venturer, material  creditor  or
stockholder  (except  as  a stockholder holding  less  than  five
percent (5%) interest in a corporation whose shares are traded on
a  national securities exchange or in the over-the-counter market
unless  Seller  controls such corporation, either alone  or  with
others).

           (e)   Seller  acknowledges that its expertise  in  the
Business  is of a special and unique character, which gives  said
expertise  a peculiar value, and that a breach by Seller  of  the
provisions   of  this  Section  5.5  of  this  Agreement   cannot
reasonably or adequately be compensated in damages in  an  action
at  law; and such a breach of any of the provisions contained  in
this  Agreement will cause Buyer irreparable injury  and  damage.
Seller  further  acknowledges that it  possesses  unique  skills,
Knowledge and ability and that competition by it, in violation of
this  Agreement  or  any other breach of the provisions  of  this
Agreement  would  be extremely detrimental to Buyer.   By  reason
thereof,  Seller agrees that Buyer shall be entitled, in addition
to  any  other remedies they may have under this Section  5.5  of
this   Agreement  or  otherwise,  to  preliminary  and  permanent
injunctive  and  other equitable relief to prevent  a  breach  or
curtail  any breach or threatened breach of this Section  5.5  of
this   Agreement   by   Seller;  provided,   however,   that   no
specification in this Agreement of a specific legal or  equitable
remedy shall be construed as a waiver or prohibition against  the
pursuing  of  other legal or equitable remedies in the  event  of
such a breach.

     5.6  Cooperation in Third-Party Litigation.

           (a)  Seller shall provide such cooperation as Buyer or
its  counsel  may reasonably request in connection with  (i)  any
proceedings  related  to  the Business other  than  the  Excluded
Obligations; (ii) Seller's conduct of the Business prior  to  the
Effective  Time  of  Closing  which  are  hereafter  pending   or
threatened  and to which Buyer is a party, (iii) any  proceedings
for  which Seller is entitled to indemnification from Buyer under
Section  6.3.  Such cooperation shall include, but not be limited
to,  making  employees of Seller available  upon  the  reasonable
request  and  at the expense of Buyer or its counsel  to  consult
with and assist Buyer and its counsel in connection with any such
proceedings  and  to  prepare  for  and  testify  in   any   such
proceedings,   including  depositions,  trials  and   arbitration
proceedings.

           (b)  Buyer shall provide such cooperation as Seller or
its counsel may reasonably request in connection with (i) pending
or  threatened proceedings set forth in Schedule 3.15;  (ii)  any
proceedings relating to the Business which are hereafter  pending
or  threatened  and  to which Seller is a party;  and  (iii)  any
proceedings  for which Buyer is entitled to indemnification  from
Seller under Section 6.2 hereof.  Such cooperation shall include,
but  not be limited to, making employees of Buyer available  upon
the  reasonable  request  and at the expense  of  Seller  or  its
counsel  to  consult  with  and assist  Seller  and  its  counsel
regarding any such proceedings and to prepare for and testify  in
connection  with  any  such proceedings,  including  depositions,
trials and arbitration proceedings.

           (c)   The  provisions  of this  Section  5.6  are  not
intended  to conflict with, and shall not override the provisions
of Section 6 hereof.

      5.7.  Discharge of Business Obligations.  Seller shall  pay
and  discharge when due all obligations and liabilities of Seller
with respect to the Business and the Leases incurred prior to the
Effective  Time of Closing (except for the Assumed  Obligations),
and  in  furtherance of the foregoing shall discharge on a timely
basis  all  such  liabilities or obligations to employees,  trade
creditors, suppliers and customers.

      5.8  Certain Employment Matters.  The Buyer shall offer  to
employ employees currently employed by Seller and located in  the
Stores  (the "Store Employees"), but Buyer shall not be  required
to  offer  employment  to any administrative  employee  currently
employed by Seller or located at Seller's administrative facility
in   Walpole,   Massachusetts,  except  for  such  administrative
employees as Buyer may desire to employ or to otherwise retain as
independent consultants for transitional matters.  The provisions
of  this  Section  5.8  shall  not be  construed  to  create  any
liability or obligation to any third party or to limit the rights
and  obligations of the Buyer to manage and operate the  Business
from  and  after  the date hereof, including  management  of  its
employees, its employment policies and employee benefits,  health
and  welfare programs, in a manner which it believes in its  sole
judgment to be in its best interests.  Seller will bear the  cost
of   any   severance   or  other  similar   payments   for   such
administrative  employees, and Buyer will bear the  cost  of  any
severance  or  other  similar payments of the  non-administrative
employees.  Buyer's offer of employment to Store Employees  shall
include   permitting  such  Store  Employees  who  so  elect   to
participate in Buyer's Section 401(k) profit sharing plan,  based
on  the  terms and conditions as now in effect ("Buyer's  Current
Plan"),  the  right of such Store Employees to "roll over"  their
respective  retirement accounts now maintained with  Seller,  and
Buyer shall use its best commercially reasonable efforts to amend
Buyer's  Current  Plan  to  count  for  eligibility  and  vesting
purposes for such electing Store Employees their respective years
of service under the Seller's 401(k) plan.

      5.9  Gift Certificates Fund.  Buyer shall maintain with the
Escrow  Agents  under  the Escrow Agreement an  interest  bearing
escrow   account   for  the  purpose  of  processing   all   Gift
Certificates/Store Credits (the "Gift Certificates Fund")  issued
by  Seller  prior to the Effective Time of Closing. By the  tenth
(10th)  business  day  after  the  end  of  each  calendar  month
following  the date hereof to and including December,  1999,  the
Buyer   shall   render   a  monthly  accounting   (the   "Monthly
Accounting")  to  the  Escrow  Agents  and  the  Seller  of   the
activities  for  such month in respect of Gift Certificates/Store
Credits  processed or redeemed at the Stores and the Buyer  shall
be  entitled to receive from the Gift Certificates Escrow Account
the amounts shown to be due Buyer on such Monthly Accounting. The
initial  amount  to  be deposited in the Gift  Certificates  Fund
shall  be  consistent with the amounts for Gift Certificate/Store
Credits reflected on the Interim Date Balance Sheet. Buyer  shall
render  a final accounting (the "Final Accounting") to Seller  of
the  Gift  Certificates Fund on or before January 15, 1999.   The
balance remaining in the Gift Certificates Fund as of January 20,
1999, shall be disbursed to Seller on or before January 30, 1999.
Buyer shall permit Seller and its authorized representatives Post-
Closing  Access  in  accordance with Section 5.4  to  verify  the
accuracy of any Monthly Accounting and of the Final Accounting.

      5.10  Further  Assurances.  Seller from  time  to  time  at
Buyer's  request, will execute, acknowledge and deliver to  Buyer
such  other instruments of conveyance and transfer and will  take
such  other actions and execute and deliver such other documents,
certifications  and  further assurances as Buyer  may  reasonably
require  in order to vest more effectively in Buyer,  or  to  put
Buyer  more  fully in possession of, any of the Purchased  Assets
and  the  Leased  Premises.   Each of  the  parties  hereto  will
cooperate  with the other and execute and deliver  to  the  other
parties hereto such other instruments and documents and take such
other actions as may be reasonably requested from time to time by
any  other  party hereto as necessary to carry out, evidence  and
confirm the intended purposes of this Agreement.

Section  6.      Survival of Representations and  Warranties  and
Covenants; Indemnification.

       6.1.  Survival  of  Representations  and  Warranties   and
Covenants.   The  representations,  warranties,  covenants,   and
obligations  of Buyer and Seller set forth in this Agreement  and
in   any  certificate,  agreement,  or  instrument  delivered  in
connection  with  the  transactions  contemplated  hereby,  shall
survive the Closing for the following periods:

           (a)   with  respect  to  representations,  warranties,
covenants,  and  obligations arising under Section  3.5,  Section
3.6,  Section  3.23,  Section  5  and  this  Section  6  of  this
Agreement, for an indefinite period of time;

           (b)   with  respect  to  representations,  warranties,
covenants  and  obligations arising under  Section  3.4  of  this
Agreement,  for a period of time prior to the expiration  of  the
applicable statute of limitations plus three months; and

                     (c)   for all other matters a period through
               and including December 31, 1998.

      6.2. Indemnification by Seller.  (a)    In addition to  and
not  in  limitation of Seller's indemnification  obligations  set
forth   elsewhere  in  this  Agreement,  Seller   shall   defend,
indemnify, and hold harmless Buyer and its affiliates  and  their
respective   officers,   directors,  shareholders,   agents   and
employees  (individually, a "Buyer Indemnitee"  and  collectively
the  "Buyer  Indemnitees"), from and against any and all  claims,
losses,    deficiencies,   liabilities,   obligations,   damages,
penalties,  punitive  damages, costs,  and  expenses  (including,
without  limitation,  legal,  accounting  and  consulting  fees),
whether  or  not resulting from third party claims (collectively,
"Losses"), suffered by a Buyer Indemnitee, which arise out of  or
result from:

           (i)   any inaccuracy or misrepresentation in or breach
of   any   of  the  representations,  warranties,  covenants   or
agreements  made by Seller in this Agreement or in any  document,
certificate  or  affidavit delivered by Seller  pursuant  to  the
provisions  of this Agreement the effect of which  would  have  a
Material Adverse Effect (without duplicative regard to references
to  "materiality" or Material Adverse Effect" in the  context  of
any  such  representation, warranty, covenant  or  agreement,  as
applicable);

           (ii)  any  Environmental  Condition  or  Environmental
Compliance  Liability,  as  those  terms  are  defined  in   this
Agreement,  in  respect  of the Leased  Premises,  regardless  of
whether any such Environmental Condition, the exposure thereto or
any  Environmental Compliance Liability resulted from  activities
of  Seller or Seller's predecessor in interest in respect of  the
Leased  Premises,  the  effect of which  would  have  a  Material
Adverse  Effect  (without  duplicative regard  to  references  to
"materiality" or Material Adverse Effect" in the context  of  any
such   representation,  warranty,  covenant  or   agreement,   as
applicable);

           (iii)      CERCLA, or similar state law, for materials
handled  by  or  on  the  Leased  Premises  whether  on-site   or
elsewhere,  on  or  prior to the Effective Time  of  Closing  the
effect  of  which  would have a Material Adverse Effect  (without
duplicative  regard  to references to "Materiality"  or  Material
Adverse  Effect"  in  the  context of  any  such  representative,
warranty, covenant or agreement as applicable);

          (iv) any Tax, obligation, liability, debt or commitment
of  Seller which is not an Assumed Obligation (or is an  Excluded
Obligation), whether or not paid by Buyer; and

           (v)   any other matter related to the conduct  of  the
Business  by  Seller  or the use or ownership  of  the  Purchased
Assets prior to the Effective Time of Closing (including, but not
limited  to,  all  acts,  omissions and  conditions  existing  or
occurring prior to the Effective Time of Closing for which any of
the  Buyer  Indemnitees is alleged to be liable pursuant  to  any
successor or similar theory of liability).

           (vi)  Notwithstanding the foregoing, the Seller  shall
not be liable to the Buyer Indemnitees for indemnification claims
under  Section  6.2 until the aggregate amount of indemnification
claims  under Section 6.2 exceeds $25,000 in the case of a single
claim  (the  "Seller's  Threshold Amount")  or  $300,000  in  the
aggregate in the case of all claims taken together (the "Seller's
Aggregate  Threshold  Amount"), and in the event  such  aggregate
claims exceed the Seller's Aggregate Threshold Amount, the Seller
shall  be  liable  for the full amount of such aggregate  claims;
provided,  however,  that Seller shall  not  be  liable  for  the
payment  of indemnification claims asserted by written notice  to
the  Seller  on  or before (A) June 30, 1998, in  excess  of  the
aggregate maximum amount of $400,000 or (B) December 31, 1998, in
excess of the aggregate maximum amount of $300,000 (collectively,
the  "Seller's Indemnification Caps"), as the case  may  be;  and
provided  further,  that notwithstanding any  provision  in  this
Agreement to the contrary, the dollar limitations in respect of a
single  claim  and  in  respect of the aggregate  claims  and  in
respect  of the Seller's Indemnification Caps shall not apply  to
(x)  claims  pertaining  to  a  breach  of  the  representations,
warranties, covenants and obligations contained in Sections  3.4,
3.5  or  3.6 of this Agreement, (y) the covenants and obligations
set  forth  under  Section  5 or (z)  any  fraud  or  intentional
misrepresentation on the part of the Seller or things or  matters
that are intentionally or fraudulently hidden or concealed by  or
on  behalf  of the Seller.  In determining whether the  aggregate
amount  for  which  the  Buyer Indemnitees  are  entitled  to  be
indemnified hereunder is at least the Seller Threshold Amount  or
the Seller Aggregate Threshold Amount, as the case may be, or  is
or  would  be in excess of the Seller's Indemnification Caps,  as
applicable, any requirement contained in this Agreement that  any
misrepresentation or breach of warranty or covenant or  event  or
fact  be "Material" or have a "Material Adverse Effect" in  order
to   constitute  a  misrepresentation,  omission  or  breach   of
warranty,  covenant  or agreement under this Agreement  shall  be
disregarded in its entirety.

      6.3.  Indemnification  by Buyer.(a)   Buyer  shall  defend,
indemnify   and  hold  harmless  Seller  and  Seller's  officers,
directors,   agents  and  employees  (individually,   a   "Seller
Indemnitee" and collectively the "Seller Indemnitees")  from  and
against  any  and  all Losses, suffered by a  Seller  Indemnitee,
which  arise  out  of  or  result  from  (i)  any  inaccuracy  or
misrepresentation  in  or breach of any of  the  representations,
warranties,  covenants  or  agreements  made  by  Buyer  in  this
Agreement  or in any document, certificate or affidavit delivered
by  Buyer pursuant to the provisions of this Agreement; (ii)  any
Taxes  arising  from the operation by Buyer after  the  Effective
Time of Closing of the Business purchased by Buyer; (iiii) any of
the  Assumed Obligations; or (iv) any other matter related to the
conduct of the Business by Buyer or the use or ownership  of  the
Purchased  Assets  after  the  Effective  Time  of  Closing  (but
excluding   any  acts,  omissions  and  conditions  existing   or
occurring prior to the Effective Time of Closing for which any of
the  Seller Indemnitees is alleged to be liable pursuant  to  any
successor or similar theory of liability).

      (b)  Notwithstanding the foregoing, the Buyer shall not  be
liable to the Seller Indemnitees for indemnification claims under
Section 6.3 until the aggregate amount of indemnification  claims
under  Section 6.3 exceeds $25,000 in the case of a single  claim
(the  Buyer's Threshold Amount") or $300,000 in the aggregate  in
the  case  of  all claims taken together (the "Buyer's  Aggregate
Threshold Amount"), and in the event such aggregate claims exceed
the Buyer's Aggregate Threshold Amount, the Buyer shall be liable
for  the full amount of such aggregate claims; provided, however,
that Buyer shall not be liable for the payment of indemnification
claims asserted by written notice to the Seller on or before  (A)
June  30,  1998,  in  excess of the aggregate maximum  amount  of
$400,000  or  (B) December 31, 1998, in excess of  the  aggregate
maximum   amount   of   $300,000  (collectively,   the   "Buyer's
Indemnification Caps") as the case may be; and provided  further,
that  notwithstanding  any provision in  this  Agreement  to  the
contrary, the dollar limitations in respect of a single claim and
in  respect of the aggregate claims and in respect of the Buyer's
Indemnification Caps shall not apply to (x) claims pertaining  to
Buyer's obligations in respect of the Assumed Obligations as  set
forth  in  Section 1.4 of this Agreement or (y) claims pertaining
to  any fraud or intentional misrepresentation on the part of the
Buyer or things or matters that are intentionally or fraudulently
hidden or concealed by or on behalf of the Buyer.  In determining
whether the aggregate amount for which the Seller Indemnitees are
entitled  to  be  indemnified hereunder is at least  the  Buyer's
Threshold Amount or the Buyer Aggregate Threshold Amount, as  the
case  may  be,  or  is  or  would be in  excess  of  the  Buyer's
Indemnification Caps, as applicable, any requirement contained in
this  Agreement that any misrepresentation or breach of  warranty
or  covenant or event or fact be "material" or have a  "material"
adverse  effect  in  order  to  constitute  a  misrepresentation,
omission or breach of warranty, covenant or agreement under  this
Agreement shall be disregarded in its entirety.

      6.4.  Indemnification Payments.  A portion of the  Purchase
Price,  in  the  initial amount of Two Hundred  Thousand  Dollars
($200,000)   shall   constitute  the   Seller's   Indemnification
Obligations  Fund and security for the payment of indemnification
claims  under  Section  6.2. and 6.5,  as  applicable  ("Seller's
Indemnification  Obligations") and shall be held  by  the  Escrow
Agents   in   an   interest   bearing  account   (the   "Seller's
Indemnification Obligation Fund") under the Escrow Agreement, and
shall be disbursed pursuant to the provisions of this Section 6.4
and the Escrow Agreement. In the event a Buyer Indemnitee becomes
entitled  to indemnification pursuant to Section 6.2  or  6.5  as
applicable, such Buyer Indemnitee shall have the immediate right,
exercisable  with  notice to Seller, to request  payment  of  the
amount   of  any  such  indemnity  claim  against  the   Seller's
Indemnification Escrow in accordance with the provisions  of  the
Escrow Agreement. The rights of each Buyer Indemnitee under  this
Section  6.6  shall be in addition to, and not in limitation  of,
any  other  rights which it may have.  On or before December  31,
1998,  Buyer  shall  notify  Seller  of  any  claim(s)  by  Buyer
Indemnitees against the Sellers' Indemnification Obligation  Fund
for  indemnification  under Section 6.2 and 6.5,  as  applicable.
Seller  shall  have  the burden to prove by  a  preponderance  of
evidence  that  the  Buyer  Indemnitees  were  not  entitled   to
indemnification  for the claim or as related to any  third  party
claims  by  Buyer Indemnitees under Section 6.5, that  the  Buyer
Indemnitees did not defend such third party claim in a reasonably
prudent  manner.   In  the event the dollar amount  of  indemnity
claims for which Buyer Indemnitees have requested payment against
the  Seller's Indemnification Obligations Fund on or before  June
30,  1998, is less than $100,000 in the aggregate, the amount  of
the  Seller's  Indemnification  Obligation  Fund  in  excess   of
$100,000  shall  be  disbursed to Seller in accordance  with  the
Escrow  Agreement.   In  the  event the  dollar  amount  of  such
indemnity  claims  for  which  Buyer Indemnitees  have  requested
payment  against such Fund on or before June 30,  1998,  is  more
than  $100,000  but  less than $200,000  in  the  aggregate,  the
difference  between  $100,000 and such  dollar  amount  shall  be
disbursed  to  Seller  in accordance with the  Escrow  Agreement.
Subject  to the provisions of the Escrow Agreement, all indemnity
payments,  whether  by Buyer or Seller, to  be  made  under  this
Agreement shall be made in immediately available funds.

     6.5. Procedure for Third Party Claims

           (a)   Notice to the indemnifying party shall be  given
promptly  after  receipt  by  any  Seller  Indemnitee  or   Buyer
Indemnitee of actual Knowledge of the commencement of any  action
or  the assertion of any claim that will likely result in a claim
by  it  for  indemnity pursuant to this Agreement.   Such  notice
shall set forth in reasonable detail the nature of such action or
claim  to  the  extent known, and include copies of  any  written
correspondence from the party asserting such claim or  initiating
such  action.  The indemnifying party shall be entitled,  at  its
own  expense,  to  assume or participate in the defense  of  such
action  or  claim.   In  the event that  the  indemnifying  party
assumes  the  defense  of  such action  or  claim,  it  shall  be
conducted  by  counsel chosen by such party and approved  by  the
party  seeking  indemnification,  which  approval  shall  not  be
unreasonably withheld.

            (b)   With  respect  to  actions  as  to  which   the
indemnifying  party  does not exercise its right  to  assume  the
defense,  the  party  seeking indemnification  shall  assume  and
control  the  defense  of and contest such  action  with  counsel
chosen  by  it  and  approved  by the indemnifying  party,  which
approval  shall  not be unreasonably withheld.  The  indemnifying
party  shall  be entitled to participate in the defense  of  such
action,  the cost of such participation to be at its own expense.
The  indemnifying party shall be obligated to pay the  reasonable
attorneys' fees and expenses of the party seeking indemnification
to the extent that such fees and expenses related to claims as to
which  indemnification is payable under Sections 6.2 or  6.3,  as
such  expenses are incurred and in the case of a Buyer Indemnitee
seeking  such indemnification, such Buyer Indemnitee  shall  have
the  right, exercisable with notice to Seller, to request payment
of  the  amount  of  such indemnity claim  against  the  Seller's
Indemnification Escrow in accordance with the provisions  of  the
Escrow  Agreement.  The party seeking indemnification shall  have
full rights to dispose of such action and enter into any monetary
compromise or settlement.

           (c)   Both  the indemnifying party and the indemnified
party  shall cooperate fully with one another in connection  with
the  defense,  compromise, or settlement of  any  such  claim  or
action, including, without limitation, by making available to the
other all pertinent information and witnesses within its control.

     6.6. INTENTIONALLY OMITTED.

      6.7. Remedies Cumulative.  The remedies provided for herein
shall be cumulative and shall not preclude assertion by any party
of  any other rights or the seeking of any other remedies against
any  other  party.   Nothing contained  in  Section  6  shall  be
construed in any way to limit, impair or modify any provisions of
this Agreement or to otherwise impose any additional liability or
obligation  on Buyer at any time for any liability or  obligation
of  Seller  other  than Buyer's obligation  to  indemnify  Seller
hereunder.

      6.8.  Successors.  The merger, consolidation,  liquidation,
dissolution  or  winding up of, or any similar  transaction  with
respect to, the parties hereto shall not affect in any manner the
obligations  of the parties pursuant to Section 6  or  any  other
term or provision of this Agreement, and the parties covenant and
agree  to  make  adequate  provision for  their  liabilities  and
obligations hereunder in the event of any such transaction.

Section 7.     Brokerage.

     7.1. Finders and Brokers Fees.  The parties each agree to be
responsible  for  its respective broker or finder  in  connection
with   the  transactions  contemplated  by  this  Agreement   and
indemnify  and  hold  harmless  one  another  against  any  loss,
liability, damage, cost, claim, or expense incurred by reason  of
any   compensation,  including,  without  limitation,  brokerage,
commission, or finder's fee, alleged to be payable because of any
act, omission, or statement of the indemnifying party.

Section 8.     General Provisions

      8.1. Sales and Transfer Taxes  Seller shall pay any and all
taxes,  federal, state, or local, in the nature of income, sales,
conveyance, recording, or transfer taxes required to be  paid  in
respect  of the conveyance, assignment, or transfer to  Buyer  of
the Purchased Assets.

       8.2.  No  Third  Party  Beneficiaries.   Nothing  in  this
Agreement  is intended, nor shall it be construed, to confer  any
rights  or  benefits upon any Person (including, but not  limited
to,  any  employee or former employee of Seller) other  than  the
parties  hereto, and solely to the extent provided in Section  6,
the  other Seller Indemnitees and Buyer Indemnitees, and no other
Person shall have any rights or remedies hereunder.

      8.3.  Expenses  of  the Parties; Certain  Litigation.   All
expenses   involved   in  the  preparation,  authorization,   and
consummation of this Agreement, incurred up to and including  the
date hereof, including, without limitation, all fees and expenses
of   agents,   representatives,  counsel,  and   accountants   in
connection  therewith, shall be borne solely  by  the  party  who
shall  have incurred the same, and the other party shall have  no
liability  in  respect thereof; provided, however,  that  nothing
herein  shall  be construed to release or impair  any  claim  for
damages by any party.

      8.4.  Amendment  and  Waiver.  This Agreement  may  not  be
changed  or terminated orally.  No waiver of compliance with  any
provision or condition hereof, and no consent provided for herein
shall  be effective unless evidenced by an instrument in  writing
duly  executed by the party hereto sought to be charged with such
waiver or consent.

      8.5. Miscellaneous.  The Section headings of this Agreement
are  for  convenience of reference only and do not  form  a  part
hereof  and do not in any way modify, interpret, or construe  the
intentions of the parties.  This Agreement may be executed in one
or  more  counterparts and all such counterparts shall constitute
one and the same instrument.  This Agreement shall be governed by
and construed in accordance with the Laws of the Commonwealth  of
Massachusetts;  without giving effect to  the  conflict  of  laws
principles thereof.

      8.6.  Binding Effect.  This Agreement shall  inure  to  the
benefit  of  and  be binding upon the parties  hereto  and  their
respective administrators, legal representatives, successors  and
permitted assigns.

     8.7. Publicity  No party hereto or its representatives will,
without  the prior written consent of the other parties, disclose
to  any other person any information that has been made available
in  connection with this Agreement (other than information  which
has  been  published  or made publicly available  other  than  by
unauthorized disclosure of a party), make any public announcement
concerning  the transactions contemplated hereby or disclose  any
of  the  terms, conditions, or other facts with respect  to  this
Agreement, except as required by Law.  If circumstances  make  it
impossible to give such prior written notice, then any disclosure
made  shall  be no more extensive than is necessary to  meet  the
minimum requirement imposed on the party making such disclosure.

      8.8.  Complete Agreement.  This Agreement and the  Exhibits
and  Schedules and other documents referred to herein contain the
entire  agreement between the parties hereto with respect to  the
transactions  contemplated  herein  and  supersede  all  previous
negotiations, commitments, and writings.

      8.9.  Notices.  Any notice, report, demand, waiver, consent
or  other  communication given by a party  under  this  Agreement
(each a "notice") shall be in writing, may be given by a party or
its  legal  counsel, and shall deemed to be duly given  (i)  when
personally  delivered,  or (ii) upon delivery  by  United  States
Express  Mail or similar overnight courier service which provides
evidence  of  delivery, or (iii) when five (5) days have  elapsed
after  its  transmittal by registered or certified mail,  postage
prepaid, return receipt requested, addressed to the party to whom
directed  at that party's address as it appears below or  another
address  of  which  that party has given  notice,  or  (iv)  when
transmitted  by telex (or equivalent service), the sender  having
received  the answer back of the addressee, or (v) when delivered
by  facsimile transmission if a copy thereof is also delivered in
person or by overnight courier.  Notices of address change  shall
be  effective only upon receipt notwithstanding the provisions of
the foregoing sentence.

     Notice to Buyer shall be sufficient if given to:

                         Trend-Lines, Inc.
                         135 American Legion Highway
                         Revere, Massachusetts 02151
                         ATTN: Richard H. Griner, President
                         Fax: (617) 853-0066


          with a copy to:

                         Robinson & Cole LLP
                         One Boston Place
                         Boston, MA   02108-4404
                         ATTN:   David   A. Garbus, Esq.
                         Fax: (617) 557-5999

     Notice to Seller shall be sufficient if given to:

                         Golf Acquisition Limited Partnership
                         41 Harriman Road
                         Hudson, MA 01749
                         ATTN: Mr. John J. Iacobucci
                         Fax: (978) 562-4770

               with a copy to:

                         Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.
                         One Financial Center
                         Boston, Massachusetts 02111
                         ATTN: Stanford N. Goldman, Jr., Esq.
                         Fax: (617) 542-2241

      8.10.     Assignment.  Except as expressly provided herein,
this  Agreement  and  any rights pursuant  hereto  shall  not  be
assignable  by either party without the prior written consent  of
the other party.

      8.11.      Severability.  If any term or provision of  this
Agreement  shall be held to be invalid or unenforceable  for  any
reason, such term or provision shall be ineffective to the extent
of  such invalidity or unenforceability without invalidating  the
remaining  terms and provisions hereof, and this Agreement  shall
be  construed  as  if  such  invalid  or  unenforceable  term  or
provisions had not been contained herein.

       8.12.       Effect  of  Investigation.   Any   inspection,
preparation  or  compilation  of  information  or  audit  of  the
inventories,  properties, financial condition  or  other  matters
relating to Seller conducted by or on behalf of Buyer pursuant to
this  Agreement  shall  in no way limit,  affect  or  impair  the
ability  of  Buyer to rely upon the representations,  warranties,
covenants and agreements of Seller set forth herein.



           [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
                                

      IN  WITNESS  WHEREOF, each of the parties has  caused  this
Agreement to be duly executed as of the date first above written.


                              TREND-LINES, INC.



                              By:/s/ Richard H. Griner
                                 Name:  Richard H. Griner
                                 Title:    President


                              GOLF ACQUISITION LIMITED PARTNERSHIP
                              By:  GOLF ACQUISITION CORP.
                                   Its sole general partner


                              By:/s/ John J. Iacobucci
                                 Name:  John J. Iacobucci
                                 Title: Vice President
 
                         Schedule 1.2
                             to the
                    Asset Purchase Agreement
                                
                         Excluded Assets
                                
     1.   Any and all assets, liabilities, rights and obligations
relating  to  the  agreement by and between  Seller  and  [Nevada
Bob's]   ("NVB"),  including,  without  limitation,   trademarks,
copyrights,  tradenames and other franchise rights,  as  well  as
inventory  sourced directly or indirectly by or through  NVB  and
bearing a trademark or label of NVB (or of any derivative of  the
name "Nevada Bob's").

      2.   Cash (other than Store impressed cash funds on hand in
the  approximate amount of $300 per Store for which amounts Buyer
should  reflect  as  a  credit to Seller in connection  with  the
calculation  of  the amount to be subtracted  from  the  Holdback
Fund).

     3.   Accounts Receivable.

     4.   Unamortized deferred financing costs.

     5.   Office furniture utilized by John J. Iacobucci.

     6.   Personal computer utilized by John J. Iacobucci.

     7.   Leased automobile utilized by John J. Iacobucci.

       8.    Amounts  prepaid  under  John  J.  Iacobucci's  life
insurance contract.

     9.   Office supplies.

     10.  Entire contents of John J. Iacobucci's office including
pictures on wall.

      11.  John J. Iacobucci's personal computer, printer, laptop
other printer.

     12.  Office copier - Canon GP GP55F.

     13.  10 lateral file cabinets.

     14.  John J. Iacobucci's employment agreement.

     15.  John J. Iacobucci's records and documents.

       16.   General  manager's  personal  computer,  laptop  and
printer.

     17.  Head buyer's laptop and printer.

     18.  Two sets of J. Nicklaus commemorative club sets.