Exhibit 2.11



                            ASSET PURCHASE AGREEMENT

                                  by and among

                              RENT-A-CENTER, INC.,

                                       and

                                 RENT-WAY, INC.,


                           RENT-WAY OF MICHIGAN, INC.


                                       and


                             RENT-WAY OF TTIG, L.P.


                           --------------------------


                          Dated as of December 17, 2002




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                                TABLE OF CONTENTS

                                                                                                               Page


<S>                                                                                                              <C>
ARTICLE I          SALE AND PURCHASE OF ASSETS....................................................................1
      1.1          Assets.........................................................................................1
      1.2          Excluded Assets................................................................................3
      1.3          Acquisition of Assets by Acquiror..............................................................4
      1.4          Allocation of Purchase Price...................................................................5
      1.5          Assumption of Liabilities by Acquiror..........................................................6
      1.6          Closing........................................................................................7

ARTICLE II         REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR.................................................7
      2.1          Organization...................................................................................8
      2.2          Authority Relative to this Agreement...........................................................8
      2.3          Consents and Approvals; No Violations..........................................................8
      2.4          Sufficient Funds...............................................................................8
      2.5          Broker's Fees..................................................................................8

ARTICLE III        REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE OPERATING SUBSIDIARIES...................9
      3.1          Organization...................................................................................9
      3.2          Certain Corporate Matters......................................................................9
      3.3          Authority Relative to this Agreement...........................................................9
      3.4          Consents and Approvals; No Violations.........................................................10
      3.5          Reports.......................................................................................10
      3.6          Profit and Loss Statements; No Undisclosed Liabilities........................................11
      3.7          Events Subsequent to Profit and Loss Statements...............................................11
      3.8          Property......................................................................................12
      3.9          Tangible Property.............................................................................13
      3.10         Inventory.....................................................................................13
      3.11         Rental Purchase Agreements....................................................................13
      3.12         Legal Compliance..............................................................................14
      3.13         Assets Necessary to the Business..............................................................14
      3.14         Books and Records; Internal Controls..........................................................14
      3.15         Product Warranties............................................................................14
      3.16         Inappropriate Payments........................................................................15
      3.17         Environmental Matters.........................................................................15
      3.18         Motor Vehicles and Equipment..................................................................15
      3.19         Ordinances and Regulations....................................................................15
      3.20         Insurance.....................................................................................15
      3.21         Litigation....................................................................................15
      3.22         Employment Matters............................................................................16
      3.23         Taxes.........................................................................................17
      3.24         Employee Benefit Plans........................................................................18
      3.25         Broker's Fees.................................................................................19
      3.26         Solvency......................................................................................19
      3.27         Average Monthly Revenue - Three Months........................................................19
      3.28         Monthly Revenue - One Month...................................................................20
      3.29         Average Weekly Revenue........................................................................20
      3.30         Net Book Value of Inventory...................................................................20
      3.31         Full Disclosure...............................................................................20

ARTICLE IV         ADDITIONAL AGREEMENTS.........................................................................21
      4.1          Interim Operations of the Company and the Operating Subsidiaries..............................21
      4.2          Reasonable Efforts; Filings; Consents.........................................................22
      4.3          No Solicitations..............................................................................23
      4.4          Press Releases................................................................................24
      4.5          Confidentiality; Access to Information........................................................24
      4.6          Notice of Developments........................................................................26
      4.7          Solvency Opinion..............................................................................26
      4.8          Reasonably Equivalent Value Opinion...........................................................27
      4.9          Employees.....................................................................................27
      4.10         Designation by Acquiror of Acquiring Subsidiaries.............................................27
      4.11         Acquiror Due Diligence Period.................................................................27
      4.12         Little Rock Store Lease.......................................................................28

ARTICLE V          CLOSING CONDITIONS............................................................................28
      5.1          Conditions to Obligation of all Parties.......................................................28
      5.2          Conditions to the Acquiror's Obligations......................................................29
      5.3          Conditions to the Obligations of the Company and the Operating Subsidiaries...................31

ARTICLE VI         POST-CLOSING COVENANTS........................................................................32
      6.1          Apportionment.................................................................................32
      6.2          License to Use Name...........................................................................32
      6.3          Account Store Acquisition Option..............................................................32
      6.4          Transition Period; Access to Stores; Cooperation..............................................33
      6.5          Leased Employees..............................................................................34
      6.6          Tax Matters...................................................................................34
      6.7          Transition of Acquired Stores.................................................................35

ARTICLE VII        TERMINATION...................................................................................35
      7.1          Termination...................................................................................35
      7.2          Automatic Termination.........................................................................36
      7.3          Effect of Termination.........................................................................36
      7.4          Amendment.....................................................................................37
      7.5          Waiver........................................................................................37
      7.6          Expenses......................................................................................37

ARTICLE VIII       INDEMNIFICATION...............................................................................37
      8.1          Survival of Representations and Warranties....................................................37
      8.2          Indemnification by the Company and the Operating Subsidiaries.................................38
      8.3          Indemnification by the Acquiror...............................................................39
      8.4          Holdback Amount; Right of Set Off.............................................................39
      8.5          Method of Asserting Indemnity Claims, Etc.....................................................40
      8.6          Limitation on Amount - Company and Operating Subsidiaries.....................................42
      8.7          Limitation on Amount - Acquiror...............................................................42
      8.8          Insurance and Tax Benefit.....................................................................42

ARTICLE IX         GENERAL PROVISIONS............................................................................42
      9.1          Certain Definitions...........................................................................42
      9.2          Notices.......................................................................................50
      9.3          Headings......................................................................................51
      9.4          Severability..................................................................................51
      9.5          Entire Agreement..............................................................................52
      9.6          Assignment....................................................................................52
      9.7          Parties in Interest...........................................................................52
      9.8          Failure or Indulgence Not Waiver; Remedies Cumulative; Specific Performance...................52
      9.9          Governing Law.................................................................................52
      9.10         Counterparts..................................................................................53
      9.11         No Consequential Damages......................................................................53


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                                TABLE OF EXHIBITS

Exhibits
--------

EXHIBIT "A" Form of Bill of Sale, Assignment and Assumption Agreement
EXHIBIT "B" Form of Non-Competition and Non-Solicitation Agreement
EXHIBIT "C" Form of Opinion of Counsel to the Company
EXHIBIT "D" Form of Opinion of Counsel to Acquiror


<PAGE>



                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT, dated as of December 17, 2002 (this
"Agreement"), is entered into by and among RENT-A-CENTER, INC., a Delaware
corporation (the "Acquiror"), RENT-WAY, INC., a Pennsylvania corporation (the
"Company"), Rent-Way of Michigan, Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Rent-Way Michigan") and Rent-Way of TTIG, L.P., an
Indiana limited partnership and indirect wholly owned subsidiary of the Company
("TTIG" and, together with Rent-Way Michigan, the "Operating Subsidiaries").

                                    RECITALS
                                   ----------

         WHEREAS, the Company and the Operating Subsidiaries are engaged in the
business of renting-to-own consumer household durable goods, including
televisions, video cassette recorders, stereos, appliances, computers,
furniture, accessories and other like merchandise to the public; and

         WHEREAS, the parties desire to enter into a transaction in which the
Acquiror will purchase substantially all of the assets of the Company and the
Operating Subsidiaries used in, or related to, the operation of the 295
rent-to-own stores at each location listed on Schedule 1.1 (collectively, the
"Stores" and individually, a "Store"), upon the terms and conditions set forth
herein.

         NOW, THEREFORE, in consideration of the foregoing premises, the
representations, warranties and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties hereto
agree as follows:

                                   ARTICLE I
                           SALE AND PURCHASE OF ASSETS

1.1 Assets. Subject to the terms and conditions of this Agreement, on the
Closing Date (hereinafter defined), the Company and the Operating Subsidiaries
shall sell, convey, transfer, assign and deliver to the Acquiror, and the
Acquiror shall accept and purchase all of the Company's and the Operating
Subsidiaries' right, title and interest in and to all of the assets (other than
the Excluded Assets) relating to the Stores (collectively, the "Assets")
including without limitation, the following:

     (a)   All (i) customer rental contracts,  including without  limitation any
           rent-to-own  agreements,  lease-purchase  agreements and rent-to-rent
           agreements,  and (ii)  disclosures,  forms,  applications  and  other
           ancillary documents relating to such rental contracts relating to the
           Stores (together, the "Rental Purchase Agreements"), including all of
           the  Company's  and the  Operating  Subsidiaries'  rights  under such
           Rental Purchase Agreements;

     (b)   All  products  on rent,  whether  current or  delinquent  in payment,
           pursuant   to  the  Rental   Purchase   Agreements,   including   any
           manufacturer's warranties underlying such products;

     (c)   Any  information,   including  all  computer  records  and  software,
           pertaining to the Rental Purchase Agreements;

     (d)   All rental  merchandise  presently in the Stores or being serviced or
           repaired  or in  off-premises  storage for the Stores and not on rent
           pursuant to a Rental Purchase Agreement as of the Closing,  including
           any manufacturer's warranties underlying such rental merchandise (the
           "Idle Inventory");

     (e)   All  equipment,   fixtures,  supplies,  office  furniture,  computers
           (including  peripherals),  filing cabinets and product displays which
           are located  within the Stores or are otherwise  attributable  to the
           Stores;

     (f)   Up to 220 cube motor  vehicles  owned or leased by the Company or any
           Operating  Subsidiary  and  used  by the  Company  or  any  Operating
           Subsidiary in connection with the Stores as of the date hereof as set
           forth on Schedule  3.18,  such  vehicles to be acquired  hereunder as
           designated  by  Acquiror no later than ten (10) days prior to Closing
           and to be  delivered  by the Company and the  Operating  Subsidiaries
           free and clear of Encumbrances at Closing;

     (g)   Except as set forth in Section  1.2 or as  referenced  in Section 1.2
           hereof,  (i) all books and records  relating to the  operation of the
           Stores, including but not limited to (a) all original Rental Purchase
           Agreements relating to the Stores, (b) all original books and records
           of account and other  financial  records  related to the operation of
           the   Stores,   and  (c)  all  price   lists,   customer   lists  and
           correspondence,  customer histories  (including  payment  histories),
           mailing lists,  credit records and  correspondence  and similar lists
           and  correspondence  for the three year period  ending on the Closing
           Date;  (ii)  all  manuals   pertaining  to  merchandise,   materials,
           operations, maintenance and similar matters relating to the operation
           of the  Stores;  (iii) all  records  or lists  pertaining  to supply,
           distribution,  transportation,  administration  and  similar  matters
           relating to the operation of the Stores; and (iv) all Store telephone
           numbers;

     (h)   Except as set forth in Section 1.2, the real estate leases related to
           the Stores; and

     (i)   Any deposits  made in  connection  with the  operation of the Stores,
           including  without  limitation,  deposits  relating to Store  Leases,
           utility  deposits  and  deposits  by  customers  pursuant  to special
           rent-to-own orders placed at the Stores.

On the Closing Date, the Assets shall be delivered to Acquiror free and clear of
any and all pledges, mortgages, security interests, Liens, charges, burdens,
obligations, claims and other encumbrances whatsoever (whether absolute,
accrued, contingent or otherwise), including without limitation, chattel
mortgages, conditional sales contracts, collateral security arrangements and
other title or interest retention arrangements ("Encumbrances").

1.2 Excluded Assets. Notwithstanding anything in Section 1.1 to the contrary,
the Company and the Operating Subsidiaries will retain and will not sell or
transfer to the Acquiror and the Acquiror will not purchase or acquire, the
following assets with respect to the Stores (collectively, the "Excluded
Assets"):

     (a)   the assets  listed on  Schedule  1.2  attached  hereto and all books,
           records and other information relating solely thereto;

     (b)   the  Company's  and the Operating  Subsidiaries'  corporate  charter,
           qualifications  to  conduct  business  as a  foreign  corporation  or
           limited partnership, as the case may be, arrangements with registered
           agents  relating  to  foreign  qualifications,   taxpayer  and  other
           identification numbers, seals, minute books, stock transfer books and
           other  documents  relating  to  the  organization,   maintenance  and
           existence  of the  Company  and the  Operating  Subsidiaries  and all
           original books and records of account and other financial  records of
           such  entities,  except as otherwise  provided in Section  1.1(c) and
           Section 1.1(g); provided,  however, that Acquiror shall be permitted
           to review and copy such books and records retained by the Company and
           the Operating  Subsidiaries to the extent relevant to the Assets;

     (c)   Rental  Purchase   Agreements  used  in  the  Stores  (i)  that  have
           terminated  on or  before  the  Closing  Date,  or (ii) for which the
           Company  or any of its  Subsidiaries  have  filed any  action,  suit,
           claim,  complaint or proceeding seeking to collect merchandise rented
           pursuant  to  such  Rental  Purchase  Agreement,   money  damages  or
           otherwise enforce through judicial or administrative  proceedings the
           terms of such Rental Purchase Agreement;

     (d)   All  fixtures  which are  located  in each of the Stores set forth on
           Schedule 1.2(d) (the "Account Stores");

     (e)   All supplies,  office furniture,  computers (including  peripherals),
           equipment  (other than  filing  cabinets,  copiers and fax  machines,
           which shall be deemed Assets) and product  displays which are located
           in the Account Stores;

     (f)   The real estate leases related to the Account Stores;

     (g)   Any deposits  made in  connection  with the  operation of the Account
           Stores,  including  without  limitation,  deposits  relating  to real
           estate leases  underlying  such Account  Stores and utility  deposits
           (but excluding deposits by customers pursuant to special  rent-to-own
           orders placed at the Account  Stores,  which shall be deemed Assets);
           and

     (h)   any real  property  owned by the Company or any of its  Subsidiaries;
           and

     (i)   any contracts or  agreements in effect on the Closing Date  providing
           for services to the Stores,  including without limitation,  contracts
           for services relating to trash, water,  sewage, alarm and electricity
           service.

1.3 Acquisition of Assets by Acquiror.

     (a)   At the  Closing,  the Company,  the  Operating  Subsidiaries  and the
           Acquiror  shall  each  enter  into a Bill  of  Sale,  Assignment  and
           Assumption Agreement (the "Assignment and Assumption Agreement"),  in
           the  form  attached  hereto  as  Exhibit  "A,"  and  all  such  other
           assignments,  endorsements  and  instruments  of transfer as shall be
           necessary or  appropriate  to carry out the intent of this  Agreement
           and as shall be  sufficient to vest in the Acquiror  good,  valid and
           marketable  title  to all of the  Assets  and all  right,  title  and
           interest  of the  Company  and the  Operating  Subsidiaries  thereto.
           Subject to the terms and conditions  hereof and in  consideration  of
           the sale,  transfer,  assignment  and  delivery  of the Assets by the
           Company and the Operating  Subsidiaries to the Acquiror, the Acquiror
           hereby  agrees  that,  as of the Closing  Date,  it will  acquire and
           accept all of the Company's and the  Operating  Subsidiaries'  right,
           title  and  interest  in and  to  the  Assets,  and,  subject  to the
           adjustments set forth in Section 1.3(b) below, shall pay an aggregate
           amount  of  $101,500,000  (the  "Purchase   Price"),   of  which  (a)
           $91,000,000  (the "Creditor  Payment") shall be paid by the Acquiror,
           on behalf of the Company and the Operating Subsidiaries,  directly to
           the  Company's  creditors set forth on Schedule 1.3, by wire transfer
           of  immediately  available  funds on the Closing  Date,  (b) $500,000
           shall  be paid to the  Company,  on  behalf  of the  Company  and the
           Operating Subsidiaries,  for consideration of the Non-Competition and
           Non-Solicitation   Agreement  (the  "Non-Competition   Payment"  and,
           together with the Creditor Payment, the "Closing Date Payment"),  and
           (c)  $10,000,000 of which Acquiror shall withhold in partial  support
           of the indemnification obligations of Seller pursuant to Article VIII
           hereof (the "Holdback Amount").


     (b)   Reduction  in Purchase  Price.  In the event that the  condition  set
           forth in Section 5.2(a) shall not be satisfied on the Closing Date as
           a result of the Company's and the Operating  Subsidiaries' failure to
           represent   and   warrant,   on  the   Closing   Date,   any  of  the
           representations  and  warranties  set forth in Section 3.27,  Section
           3.28,  Section  3.29 or Section  3.30 with  respect  to Closing  Date
           amounts,  then,  except as set forth in  Section  1.3(c)  below,  the
           Purchase Price shall be reduced, and the corresponding amount paid to
           the  creditors  set forth on Schedule  1.3 shall be  reduced,  as set
           forth below (each, a "Purchase  Price  Reduction"  and together,  the
           "Purchase Price Reductions"):

            (i)   with  respect to the failure to  represent  and warrant on the
                  Closing  Date the  matters  set  forth in  Section  3.27,  the
                  Purchase  Price  shall be  reduced  by an amount  equal to (a)
                  $10,200,000,  less the Closing Three Month Revenue (the "Short
                  Average  Monthly  Revenue  Amount"),  (b) multiplied by twelve
                  (12) (the "Short Average Monthly Revenue Amount Adjustment");

            (ii)  with  respect to the failure to  represent  and warrant on the
                  Closing  Date the  matters  set  forth in  Section  3.28,  the
                  Purchase  Price  shall be  reduced  by an amount  equal to (a)
                  $10,200,000,  less  the  Closing  Month  Revenue  (the  "Short
                  Monthly Revenue  Amount"),  (b) multiplied by twelve (12) (the
                  "Short Monthly Revenue Amount Adjustment");

            (iii) with  respect to the failure to  represent  and warrant on the
                  Closing  Date the  matters  set  forth in  Section  3.29,  the
                  Purchase  Price  shall be  reduced  by an amount  equal to (a)
                  $2,355,000, less the Closing Weekly Revenue (the "Short Weekly
                  Revenue Amount"), (b) multiplied by fifty two (52) (the "Short
                  Weekly Revenue Amount  Adjustment" and together with the Short
                  Average  Monthly  Revenue  Amount  Adjustment  and  the  Short
                  Monthly Revenue Amount Adjustment, the "Revenue Purchase Price
                  Reductions"); and

            (iv)  with  respect to the failure to  represent  and warrant on the
                  Closing  Date the  matters  set  forth in  Section  3.30,  the
                  Purchase  Price  shall be  reduced  by an amount  equal to (a)
                  $54,500,000,  less the Closing  Inventory (net of 30-days past
                  due) (the "Short  Inventory  Amount"),  (b)  multiplied by 1.5
                  (such  adjustment  being  referred to as the "Short  Inventory
                  Amount Adjustment").

Each Purchase Price Reduction (whether such Purchase Price Reduction is a
Revenue Purchase Price Reduction or a Short Inventory Amount Adjustment, or
both) shall be aggregated with all other Purchase Price Reductions, and the
Purchase Price shall correspondingly be reduced; provided, however, that in the
event more than one Revenue Purchase Price Reduction shall be required under
this Section 1.3(b), with respect to such Revenue Purchase Price Reductions,
only the highest adjustment of the applicable Revenue Purchase Price Adjustments
shall be made.

     (c)   Notwithstanding  the provisions of Section 1.3(b) above, in the event
           that any of (i) the Closing  Three Month Revenue shall be equal to or
           less than $10,000,000,  (ii) the Closing Month Revenue shall be equal
           to or less than  $10,000,000,  (iii) the Closing Weekly Revenue shall
           be equal to or less than  $2,350,000,  (iv) or the Closing  Inventory
           shall be equal to or less than  $53,500,000,  then,  at the option of
           Acquiror,  Acquiror may terminate this Agreement  pursuant to Section
           7.1(i).

1.4 Allocation of Purchase Price. The Purchase Price shall be allocated in
accordance with Schedule 1.4. After the Closing Date, the Company, the Operating
Subsidiaries and the Acquiror shall each make consistent use of the allocation,
fair market value and amortization specified in Schedule 1.4 for all tax
purposes and in any and all filings, declarations and reports with the Internal
Revenue Service in respect thereof, including the reports required to be filed
under Section 1060 of the Code, if applicable, it being understood that the
Company, the Operating Subsidiaries and the Acquiror will prepare and file their
respective asset acquisition statements on Form 8594 and, if required by Section
1060 of the Code or the Treasury Regulations thereunder, their respective
supplemental asset acquisition statements on Form 8594 in accordance with
Schedule 1.4. In any proceeding relating to the determination of any Tax,
neither the Acquiror nor the Company or the Operating Subsidiaries shall contend
or represent that such allocation is not a correct allocation.

1.5 Assumption of Liabilities by Acquiror.

     (a)   Notwithstanding anything to the contrary contained in this Agreement,
           the Acquiror  will not assume,  pay,  perform or discharge  any debt,
           liability  or  contract  of the  Company,  of any  kind or  character
           whatsoever  (whether  written  or  oral,   existing,   contingent  or
           inchoate),  except for the  liabilities  specifically  identified  in
           paragraph (b) of this Section 1.5.

     (b)   On the Closing Date, the Acquiror shall only assume those liabilities
           or obligations  of a kind or nature,  whether  absolute,  contingent,
           accrued,  known or unknown,  that are  attributable  to the  periods,
           events or  circumstances  after the  Closing  Date,  and which  arise
           under,  relate  to or are in  connection  with  the  ownership,  use,
           possession,  enjoyment  or  operation of the Assets after the Closing
           Date (the "Assumed  Liabilities").  The Acquiror, the Company and the
           Operating  Subsidiaries  shall  each enter  into the  Assignment  and
           Assumption Agreement with respect to the Assumed  Liabilities.  It is
           expressly  understood  and agreed that the Acquiror shall assume only
           the Assumed  Liabilities  and,  except for the  Assumed  Liabilities,
           shall not assume or have any responsibility with respect to any other
           obligation or liability of the Company or the Operating  Subsidiaries
           of any kind or nature whatsoever not specifically included within the
           definition of Assumed  Liabilities.  Without  limiting the foregoing,
           the Assumed  Liabilities  explicitly  exclude the following:  (i) any
           liabilities or obligations of the Company or any of its  Subsidiaries
           arising  under,  accruing,  attributable  to or  relating to periods,
           events or circumstances on or before the Closing Date (or which would
           have prior to the  Closing  Date with the giving of notice or passage
           of time);  (ii) any  liabilities  or  obligations of any Person other
           than the  Company  or any of the  Operating  Subsidiaries;  (iii) any
           liabilities or obligations of the Company or any of its  Subsidiaries
           arising on or prior to the Closing Date as a result of any express or
           implied  warranty   relating  to  products  or  services;   (iv)  any
           liabilities or  obligations  arising out of any contract or agreement
           of the Company or any of its  Subsidiaries or by which the Company or
           any of its  Subsidiaries or the Excluded Assets are bound that is not
           part  of  the  Assets   transferred   hereunder,   including  without
           limitation, any sales commission agreements, employment agreements or
           vehicle lease agreements;  (v) any accounts payable,  trade payables,
           salaries,  bonuses,  accrued  expenses  or  employee  benefits of the
           Company or any of its Subsidiaries,  including,  without  limitation,
           any COBRA obligations,  workers compensation  claims,  health benefit
           claims  or other  costs of  employees  of the  Company  or any of its
           Subsidiaries,  or any expenses  related to products that are not part
           of  the  Assets  transferred  hereunder;   (vi)  any  liabilities  or
           obligations  arising  out of actions  taken,  work done or  contracts
           entered  into by the  Company  or any of its  Subsidiaries  after the
           Closing Date;  (vii) any  liabilities or obligations  of, or expenses
           owed by, the Company or any of its  Subsidiaries for any brokerage or
           finder's  commission  relating  to  this  Agreement  or  any  of  the
           transactions  contemplated  hereby;  (viii) any  liabilities  for any
           Taxes  that  may  become  payable  by  the  Company  or  any  of  its
           Subsidiaries  in  respect  of  the  sale  of  the  Assets;  (ix)  any
           liabilities  or  obligations   arising  out  of  currently   pending,
           threatened or future litigation based upon any conduct which occurred
           on or before  the  Closing  Date  against  the  Company or any of its
           Subsidiaries;  (x) any liabilities or obligations  arising out of any
           claims by or made on behalf of the current or former employees of the
           Company or any of its Subsidiaries  relating to employment  practices
           of the Company or any of its  Subsidiaries;  (xi) any  liabilities of
           the Company or any of its Subsidiaries for accrued vacation,  accrued
           sick  pay,  workers  compensation  claims,   health  benefit  claims,
           matching  contribution or declared profit sharing contributions under
           a Company Employee Benefit Plan, restorative payments under a Company
           Employee  Benefit  Plan,  flexible  benefit  plan  claims and similar
           employee   benefit   related   matters;   (xii)  any  liabilities  or
           obligations of the Company or any of its Subsidiaries relating to the
           non-compliance  or  alleged   non-compliance  by  any  of  them  with
           applicable Law, including without  limitation,  with respect to their
           respective   Rental   Purchase   Agreements   (including  by  way  of
           illustration  and not of limitation,  any  liabilities or obligations
           (a) arising out of customer  payments  received by the Company or any
           of  its   Subsidiaries   on  or  before   the   Closing   Date,   (b)
           representations  or  statements  made  by the  Company  or any of its
           Subsidiaries  to  customers  on  or  before  the  Closing  Date,  (c)
           disclosures   made  or  not  made  by  the  Company  or  any  of  its
           Subsidiaries on or before the Closing Date, (d) advertising issued by
           or for  the  Company  or any of its  Subsidiaries  on or  before  the
           Closing Date, (e) statutory or common law  violations  based on terms
           of Rental Purchase  Agreements  entered into by the Company or any of
           its Subsidiaries on or before the Closing Date, and (f) the Company's
           or any of its  Subsidiaries'  failure to make  disclosures  in Rental
           Purchase  Agreement forms or other writings entered into or issued on
           or before the Closing  Date);  (xiii) any  liabilities  relating  to,
           arising under or otherwise  pertaining to real property  owned by the
           Company  or  any  of  the  Operating  Subsidiaries;   and  (xiv)  any
           liabilities of the Company or any of its Subsidiaries with respect to
           real estate leases for any of the Account Stores, except with respect
           to any Account  Store  which  Acquiror  elects to assume  pursuant to
           Section  6.3,  and in such  event,  Acquiror  shall  assume only such
           liabilities  as set forth in the assumption  agreement  referenced in
           Section 6.3 entered into in connection therewith.


1.6 Closing. The closing of the transactions contemplated hereby (the "Closing")
shall take place at 10:00 a.m., Dallas, Texas Time, at the offices of Winstead
Sechrest & Minick P.C., 5400 Renaissance Tower, 1201 Elm Street, Dallas, Texas
75270, on the Designated Date; provided, however, that on the Designated Date
all conditions to closing set forth in Article V have been satisfied or waived
by the party entitled to waive the same. If on the Designated Date all
conditions to the Closing set forth in Article V have not been satisfied or
waived by the party entitled to waive the same, the Closing shall occur on the
third Business Day following the satisfaction of the last condition to closing
under Article V or waiver by the party entitled to waive the same.
Notwithstanding the foregoing provisions, upon the mutual agreement in writing
of the parties hereto, the date, time and place of the Closing may be extended
to a date that is later than the Designated Date. The Designated Date or such
other date on which the Closing occurs is hereinafter referred to as the
"Closing Date."

                                   ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

         The Acquiror represents and warrants to the Company and the Operating
Subsidiaries as follows:

2.1 Organization. The Acquiror is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has the
requisite corporate power to carry on its business as now conducted.

2.2 Authority Relative to this Agreement. The Acquiror has the corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Acquiror and the consummation by the Acquiror of the transactions contemplated
hereby have been duly authorized by the Board of Directors of the Acquiror and
no other corporate action on the part of the Acquiror is necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by the Acquiror and constitutes a valid
and binding agreement of the Acquiror, enforceable against the Acquiror in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity.

2.3 Consents and Approvals; No Violations. Except for applicable requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), no
filing with, and no permit, authorization, consent or approval of, any public
body or authority is necessary for the consummation by the Acquiror of the
transactions contemplated by this Agreement. Neither the execution and delivery
of this Agreement by the Acquiror nor the consummation by the Acquiror of the
transactions contemplated hereby, nor compliance by the Acquiror with any of the
provisions hereof, will require any consent or approval of any third party, or
result in a violation or breach of, or conflict with or constitute a default (or
an event that, with notice or lapse of time or both, would constitute a default)
under any note, bond, indenture, mortgage, deed of trust, lease, franchise,
permit, authorization, license, contract, instrument or other agreement or
commitment or any order, judgment or decree to which, the Acquiror is a party or
by which the Acquiror or any of its assets or properties are bound or
encumbered, except (a) those that have already been given, obtained or filed, or
(b) such consents, approvals, violations, breaches, conflicts, or defaults which
would not, individually or in the aggregate, have a material adverse effect on
the Acquiror. Neither the execution and delivery of this Agreement by the
Acquiror, nor the consummation by the Acquiror of the transactions contemplated
hereby, nor compliance by the Acquiror with any of the provisions hereof, will
(i) conflict with or result in any breach of any provisions of the Certificate
of Incorporation or Bylaws of the Acquiror, or (ii) violate in any material
respect any existing Order, writ, injunction, statute or Regulation applicable
to the Acquiror or any of its properties or assets.

2.4 Sufficient Funds. Acquiror has access to sufficient funds as of the date
hereof, and will have sufficient funds on the Closing Date, in an amount
necessary to fund the Purchase Price in connection with the transactions
contemplated by this Agreement.

2.5 Broker's Fees. Neither the Acquiror, nor anyone on its behalf, has any
liability to any broker, finder, investment banker or similar agent, or has
agreed to pay any brokerage fees, finder's fees or commissions, or to reimburse
any expenses of any broker, finder, investment banker or agent in connection
with the transactions contemplated hereby.

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                         AND THE OPERATING SUBSIDIARIES

         The Company and the Operating Subsidiaries hereby jointly and severally
represent and warrant to Acquiror as follows:

3.1 Organization. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Pennsylvania, and has the
requisite corporate power to carry on its business as now conducted. Rent-Way
Michigan is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has the requisite corporate power
to carry on its business as now conducted. TTIG is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Indiana, and has the requisite power to carry on its business as now conducted.

3.2 Certain Corporate Matters. Each of the Company and Rent-Way Michigan is duly
licensed or qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where the Assets are located. TTIG is duly
licensed or qualified to do business as a foreign entity and is in good standing
in each jurisdiction where the Assets are located. The Company and each
Operating Subsidiary have full corporate power and authority and all material
authorizations, licenses and Permits necessary to carry on their respective
businesses as presently conducted. The Company has delivered to the Acquiror
true, accurate and complete copies of its Articles of Incorporation and Bylaws
of the Company and Rent-Way Michigan, and all organization documents of TTIG,
which reflect all amendments made thereto at any time prior to the date of this
Agreement. Neither the Company nor any Operating Subsidiary is in default under
or in violation of any provision of their respective organizational documents
nor, except as set forth on Schedule 3.2, are any of them in material default or
in material violation of any restriction, Encumbrance, indenture, contract,
lease, sublease, loan agreement, note or other obligation or liability to which
any of the Assets held by any of them are subject.

3.3 Authority Relative to this Agreement. The Company and each Operating
Subsidiary has the corporate power and authority to enter into this Agreement
and to carry out their respective obligations hereunder. The execution, delivery
and performance of this Agreement by the Company and the Operating Subsidiaries
and the consummation by the Company and the Operating Subsidiaries of the
transactions contemplated by this Agreement have been duly authorized, and no
other action on the part of the Company or any Operating Subsidiary is necessary
to authorize this Agreement or the transactions contemplated hereby. The
execution, delivery and performance of the transactions contemplated hereby by
the Company and the Operating Subsidiaries have been approved unanimously by the
Board of Directors or similar governing body of such entities and do not require
the approval by the Company's or any of the Operating Subsidiaries' shareholders
or partners, as the case may be. This Agreement has been duly executed and
delivered by the Company and the Operating Subsidiaries and, assuming due
execution and delivery by the Acquiror, constitutes the valid and binding
agreement of the Company and the Operating Subsidiaries, enforceable against
each of them in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors' rights generally or by general principles of equity.

3.4 Consents and Approvals; No Violations. Except for applicable requirements of
the HSR Act, no filing with, and no Permit, authorization, consent or approval
of, any public body or authority is necessary for the consummation by the
Company or the Operating Subsidiaries of the transactions contemplated by this
Agreement. Except as set forth on Schedule 3.4, neither the execution and
delivery of this Agreement by the Company or the Operating Subsidiaries nor the
consummation by the Company and the Operating Subsidiaries of the transactions
contemplated hereby, nor compliance by the Company and the Operating
Subsidiaries with any of the provisions hereof, will (a) require any consent or
approval of any third party, (b) result in the imposition of any Encumbrance
against any Asset, or (c) result in a violation or breach of, or conflict with
or constitute a default (or an event that, with notice or lapse of time or both,
would constitute a default) under any note, bond, indenture, mortgage, deed of
trust, lease, franchise, permit, authorization, license, contract, instrument or
other agreement or commitment to which the Company or any of the Operating
Subsidiaries is a party or by which the Company or any of the Operating
Subsidiaries or any of their respective assets or properties are bound or
encumbered, except (i) those that have already been given, obtained or filed, or
(ii) with respect to clauses (a) and (c) above, such consents, approvals,
violations, breaches, conflicts, or defaults which would not, individually or in
the aggregate, have a material adverse effect on the Company, the Operating
Subsidiaries, the Assets or the transactions contemplated hereby. Neither the
execution and delivery of this Agreement by the Company and the Operating
Subsidiaries, nor the consummation by the Company and the Operating Subsidiaries
of the transactions contemplated hereby, nor compliance by the Company and the
Operating Subsidiaries with any of the provisions hereof, will (i) conflict with
or result in any breach of any provisions of the organizational documents of the
Company or any Operating Subsidiary or (ii) violate in any material respect any
existing Order, writ, injunction, statute or Regulation applicable to the
Company or any Operating Subsidiary or any of their respective properties or
assets.

3.5 Reports.


     (a)   Except as set forth on Schedule 3.5(a),  since December 28, 2001, the
           Company has filed (i) all SEC  Reports  required to be filed with the
           Commission,  and (ii) all Reports required to be filed with any other
           Governmental  Authorities.   Such  SEC  Reports  and  other  Reports,
           including all those filed after the date of this  Agreement and prior
           to the Closing Date,  (a) were  prepared in all material  respects in
           accordance with the  requirements of applicable Law (including,  with
           respect to the SEC Reports of the Company, the Securities Act and the
           Exchange  Act,  as the  case  may be) and (b) in the  case of the SEC
           Reports,  did not,  at the time they were  filed,  contain any untrue
           statement  of a  material  fact  or omit to  state  a  material  fact
           required to be stated  therein or  necessary  to make the  statements
           therein,  in light of the  circumstances  under which they were made,
           not misleading.  (b) The Company's  Consolidated Financial Statements
           and any consolidated  financial  statements of the Company (including
           any  related  notes  thereto)  contained  in any SEC  Reports  of the
           Company filed with the  Commission  after the date of this  Agreement
           (i) have been or will  have  been  prepared  in  accordance  with the
           published  Regulations of the Commission and in accordance  with GAAP
           (except (A) to the extent  required by changes in GAAP and (B),  with
           respect to the SEC Reports of the Company  filed prior to the date of
           this  Agreement,  as may be indicated in the notes  thereto) and (ii)
           fairly  present,  or will  fairly  present,  as the case may be,  the
           consolidated  financial  position of the Company and its Subsidiaries
           as of the respective  dates thereof and the  consolidated  results of
           their  operations and cash flows for the periods  indicated  (subject
           to,  in the  case  of any  unaudited  interim  financial  statements,
           reasonable estimates of normal and recurring year-end adjustments).

3.6 Profit and Loss Statements; No Undisclosed Liabilities.

     (a)   The Company has delivered to Acquiror  profit and loss statements for
           each of Stores reflecting the operations of each Store for each month
           from November 1, 2001 through  October 31, 2002 (each,  a "Profit and
           Loss Statement" and together, the "Profit and Loss Statements"). Such
           Profit  and Loss  Statements  are  complete  and  correct,  represent
           actual,  bona fide  transactions,  have been prepared from and are in
           accordance  with the  accounting  records of each  Store,  and fairly
           present the  transactions  and the  operations  of the Stores for the
           periods referred to in such Profit and Loss Statements.  The revenues
           set forth in the Profit and Loss  Statements  represent cash payments
           received  from  customers  of the  Stores  and  deposited  into  bank
           accounts  of  such  Stores,  are  included  as so  set  forth  in the
           consolidated   financial   statements   of  the   Company   for   the
           corresponding  periods and have been reported in a manner  consistent
           with  the  Company's  financial  reporting   accounting   principles.
           Notwithstanding  the  foregoing,  the DPI  revenue  set  forth on the
           Profit and Loss  Statements  reflects net  commissions.  The expenses
           reflected  on the  Profit and Loss  Statements  are  included  in the
           consolidated   financial   statements   of  the   Company   for   the
           corresponding periods and are consistent with the Company's financial
           reporting  accounting  principles,  subject  to such  changes  due to
           reclassifications  that occur in the ordinary  course of business and
           are not material with respect to the operation of the Stores.

     (b)   The balance sheet  information  set forth on Schedule 3.6(b) for each
           of the Stores has been  derived from the  accounting  records of each
           Store and fairly  presents the  information set forth thereon for the
           date  provided.  Such  information  is included  in the  consolidated
           financial statements of the Company as of the date referenced thereon
           and  reflects  accounting  treatment  consistent  with the  Company's
           financial reporting accounting principles.

     (c)   Except  as  set  forth  in  the  Company's   Consolidated   Financial
           Statements, the Profit and Loss Statements or on Schedule 3.6(c), the
           Assets  are  not  subject  to  any  liability,  commitment,  debt  or
           obligation (of any kind  whatsoever  whether  absolute or contingent,
           accrued,  fixed, known or unknown,  matured or unmatured)  (together,
           "Undisclosed Liabilities").

3.7 Events Subsequent to Profit and Loss Statements. Since October 31, 2002, the
Company and the Operating Subsidiaries have conducted the operation of the
Stores only in the ordinary course of business, and there has not been:

     (a)   any sale, lease, transfer, license or assignment of any Store assets,
           tangible  or  intangible,  other  than  in  the  ordinary  course  of
           business;

     (b)   any damage,  destruction or property loss,  whether or not covered by
           insurance, affecting adversely and materially the Assets;

     (c)   any subjection to any  Encumbrance  on any of the Assets,  other than
           Permitted Encumbrances;

     (d)   any  incurrence  of   indebtedness  or  liability  or  assumption  of
           obligations  by the Company or any Operating  Subsidiary  relating to
           the  Assets,  other than those  incurred  in the  ordinary  course of
           business;

     (e)   any  cancellation  or  compromise  by the  Company  or any  Operating
           Subsidiary  of any  material  debt or claim  relating  to the Assets,
           except for adjustments made in the ordinary course of business which,
           in the aggregate, are not material;

     (f)   any waiver or release by the Company or any  Operating  Subsidiary of
           any right of any material value relating to the Assets;

     (g)   any material adverse change in the business,  operations,  prospects,
           assets or results of  operations  or  condition  of the Stores or the
           Assets,  and no event has  occurred or  circumstance  exists that may
           result in such a material adverse change;

     (h)   any change in the  accounting  policies with respect to the Stores as
           in  effect  on  November  30,  2002,  including  without  limitation,
           charge-off policies; or

     (i)   any action or failure  to take any  action  that would  result in the
           occurrence of any of the foregoing.

3.8 Property. Each Store in which Acquiror will assume the real estate lease
hereunder is listed on Schedule 3.8 (together with the Owned Store, the
"Acquired Stores"). With respect to any real estate lease underlying an Acquired
Store (each, a "Store Lease" and together, the "Store Leases"), a true and
complete copy of each such Store Lease has been delivered to the Acquiror. With
respect to each Store Lease, (a) the Store Lease has been validly executed and
delivered by the Company or the Operating Subsidiary, as the case may be, and by
the other party or parties thereto and is a binding agreement; (b) the Company
or the Operating Subsidiary, as the case may be, is not, and no other party to
the Store Lease is, in material breach or material default, and, no event has
occurred on the part of the Company or the Operating Subsidiary, as the case may
be, or on the part of any other party which, with notice or lapse of time, would
constitute such a breach or default or permit termination, modification or
acceleration under the Store Lease; (c) upon the assumption of the Store Lease
by Acquiror as contemplated by Section 1.5(b), except as set forth on Schedule
3.8, the Store Lease will continue to be binding on the Acquiror and the
Landlord in accordance with its terms immediately following the Closing Date;
(d) the Company or the Operating Subsidiary, as the case may be, has not
repudiated and no other party to the Store Lease has repudiated any provision
thereof; (e) there are no material disputes, oral agreements or delayed payment
programs in effect as to the Store Lease; and (f) all facilities leased under
each Store Lease are fit for the operation of the Store and have been reasonably
maintained. All heating, cooling, lighting, plumbing and electrical systems
under each Store Lease are in good repair and working order. All fixtures,
furnishings and improvements under each Store Lease, including but not limited
to, mirrors, linoleum, shades, awnings, blinds, carpeting, curtains, draperies
and ceiling and wall lighting fixtures, are in reasonably good and clean
condition, subject to ordinary wear and tear.

3.9 Tangible Property. Except as set forth on Schedule 3.9, the Company and the
Operating Subsidiaries have good and valid title to the Assets held by them,
subject to no Encumbrances, except Permitted Encumbrances. At the Closing, the
Company and the Operating Subsidiaries shall deliver the Assets to the Acquiror,
free and clear of any Encumbrances, except for Permitted Encumbrances.

3.10 Inventory. All inventory relating to the Stores (including without
limitation, the Idle Inventory) was purchased, acquired or ordered in the
ordinary and regular course of business or pursuant to acquisitions and
consistent with the regular inventory practices of the Company and the Operating
Subsidiaries. All such inventory is of a quality usable and merchantable in the
operation of the Stores and is in good repair and condition, ordinary wear and
tear excepted, except for obsolete items which have been written off in the
Profit and Loss Statements or on the accounting records of the Company as of the
Closing Date, as the case may be.

3.11 Rental Purchase Agreements. The Company has provided to Acquiror true and
correct copies of all forms of Rental Purchase Agreements utilized in the Stores
during the Company's previous five (5) fiscal years. The form of each Rental
Purchase Agreement utilized in the Stores by the Company and any of its
Subsidiaries currently and during the previous five (5) fiscal years of the
Company is and was, as the case may be, in compliance with all federal and state
laws of the state in which such Rental Purchase Agreement was utilized. All
Rental Purchase Agreements relating to the Stores were entered into in the
ordinary and regular course of business in a manner consistent with the regular
business practices of the Company and any of its Subsidiaries. With respect to
each Rental Purchase Agreement relating to the Stores:

     (a)   such  Rental  Purchase  Agreement  is in full  force and  effect  and
           constitutes a valid,  legal and binding obligation of the contracting
           parties,  enforceable  against  each of them in  accordance  with its
           terms;

     (b)   the  Company  and the  Operating  Subsidiaries  have  complied in all
           respects with the terms of such Rental Purchase Agreement;

     (c)   neither  the  Company nor any of the  Operating  Subsidiaries  are in
           breach, violation or default under such Rental Purchase Agreement;

     (d)   no event has occurred which constitutes, or with the lapse of time or
           the giving of notice, or both would constitute a breach, violation or
           default under the Rental Purchase Agreement;

     (e)   the   enforceability  of  such  Rental  Purchase  Agreement  and  the
           enjoyment of the rights and benefits  thereunder will not be affected
           in any respect by the execution and delivery of this  Agreement,  the
           performance  by the  parties of their  obligations  hereunder  or the
           consummation  of the  transactions  contemplated  hereby;  except for
           those  matters  above  which  would  not,   individually  or  in  the
           aggregate,  have a material  adverse  effect on the  operation of the
           Stores or of the Assets.

3.12 Legal Compliance. Except as set forth on Schedule 3.12, no action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand or notice
has been filed, commenced, is pending or, to the knowledge of the Company,
threatened against the Company or any of its directors, officers, employees,
agents or Subsidiaries alleging a violation of any applicable Law or Regulation.
The Company and each of its Subsidiaries has conducted their respective
operations in compliance in all material respects with all applicable Laws,
including rules, Regulations, codes, plans, agreements, contracts, injunctions,
Orders, rulings and charges thereunder, and are not in default with respect to
any agreement, directive, memorandum of understanding or Order applicable to the
Company or any of its Subsidiaries. Neither the Company nor any of its
Subsidiaries has been advised by any Governmental Authority that such
Governmental Authority is contemplating issuing or requesting (or is considering
the appropriateness of issuing or requesting) any Order, memorandum of
understanding, commitment letter or similar submission. The Company and each of
its Subsidiaries has obtained all authorizations, licenses, product and
establishment registrations, franchises, Permits, easements, certificates and
consents necessary to the operation of the Stores and to own the Assets. All
such authorizations, licenses, registrations, franchises, Permits, easements,
certificates and consents are in full force and effect and, to the knowledge of
the Company, no suspension or cancellation of any of them is threatened.

3.13 Assets Necessary to the Business. The Assets, excluding the Excluded Assets
and the inventory related to the Stores, which is addressed in Section 3.10, (a)
constitute all of the assets, tangible and intangible, necessary to operate the
Stores, and (b) are in good operating condition and repair, ordinary wear and
tear excepted.

3.14 Books and Records; Internal Controls. The books and records of the Company
and the Operating Subsidiaries relating to the Assets, including without
limitation, the Profit and Loss Statements, fairly reflect the transactions to
which they are a party or by which the Assets are bound, and such books and
records are and since October 30, 2000, have been properly kept and maintained
in accordance with sound business practices and the requirements of Section
13(b)(2) of the Exchange Act (whether or not such entity is subject to such
Section), including the maintenance of an adequate system of internal controls.
There are no significant deficiencies in the design or operation of the
Company's or the Operating Subsidiaries' internal controls which could adversely
affect the Company's or the Operating Subsidiaries' ability to record, process,
summarize and report financial data. There are no material weaknesses in the
Company's or any of the Operating Subsidiaries internal controls. All financial
and operational information submitted by the Company and the Operating
Subsidiaries to the Acquiror, including without limitation, computer printouts,
accurately and fairly represent such amounts and the financial condition and the
results of operations of the Stores on and as of the dates for the periods
thereof.

3.15 Product Warranties. Except as set forth on Schedule 3.15, neither the
Company nor any of its Operating Subsidiaries has given or made any express
warranties to third parties, including without limitation customers, with
respect to any products rented or sold by them, except for the warranties
imposed by the provisions of applicable Law. Except as set forth on Schedule
3.15, neither the Company nor any Operating Subsidiary has any knowledge of any
fact or event forming the basis of an actual or threatened claim against the
Company or any Operating Subsidiary for product liability on account of any
express or implied warranty.

3.16 Inappropriate Payments. Neither the Company, the Operating Subsidiaries,
nor any employee, agent or representative of any of them has, directly or
indirectly, made any bribes, kickbacks, illegal payments or illegal political
contributions using Company nor any Operating Subsidiary funds or made any
illegal payments from the Company's or the Operating Subsidiaries' funds to
obtain or retain business.

3.17 Environmental Matters. There are no claims, actions, suits, complaints,
proceedings or investigations pending, or to the knowledge of the Company,
threatened against or affecting the Stores at Law or in equity before any Court
or before or by any Governmental Authority relating to environmental matters.
Neither the Company nor any Operating Subsidiary is subject to any Order, writ
or injunction applicable to the Stores relating to any environmental matter.
With respect to the Stores, neither the Company nor any Operating Subsidiary is
in violation of or in default in any material respect with regards to any
existing statute, Regulation, writ, injunction or Order of any Court or
Governmental Authority relating to any environmental matter. The real property
on which the Stores are located is free from hazardous substance, petroleum or
other contamination which may give rise to liability to the Company or any
Operating Subsidiary, as owner or operator of the Stores, for clean up or a
required response action or which under any Store Leases may impose liability on
the operator of the Stores for such liability.

3.18 Motor Vehicles and Equipment. Set forth on Schedule 3.18 is a list of the
motor vehicles utilized by the Company or any of the Operating Subsidiaries in
the operation of the Stores on the date hereof. At the Closing, the vehicles
identified by Acquiror as set forth in Section 1.1(f) shall be delivered free
and clear of all Encumbrances on an "as is" basis.

3.19 Ordinances and Regulations. The Stores and the operation and maintenance
thereof, as now operated or maintained, do not contravene any zoning ordinance
or other administrative Regulations (whether or not permitted because of prior
nonconforming use) or violate any existing restrictive covenant or any provision
of existing and applicable Law, the effect of which in any respect would
interfere with or prevent the continued use of the properties for the purposes
for which they are now being used or would reduce the value thereof.

3.20 Insurance. The Company and the Operating Subsidiaries currently maintain
fire and casualty and general liability, workers compensation and automobile
policies with reputable insurance carriers. The Company and the Operating
Subsidiaries reasonably believe that such insurance policies provide full and
adequate coverage for all normal risks incident to the Stores and the Assets.

3.21 Litigation.

     (a)   Litigation  - Company  and its  Subsidiaries.  Except as set forth on
           Schedule  3.21(a),  there  are  no  actions,  suits,  investigations,
           complaints or proceedings  (including any proceedings in arbitration)
           pending or, to the knowledge of the Company,  threatened  against the
           Company or any of its Subsidiaries, at law or in equity, in any Court
           or before  any  Governmental  Authority,  alleging  violation  of the
           provisions of the Rental Purchase Agreements, rent-to-own statutes or
           any other consumer protection Law.

     (b)   Litigation - Affecting the Stores. The Company has furnished Acquiror
           copies  of  (i)  all  attorney   responses  to  the  request  of  the
           independent   auditors   for  the  Company   with   respect  to  loss
           contingencies  as of  September  30,  2002  in  connection  with  the
           Company's financial statements,  and (ii) a written list of legal and
           regulatory  proceedings  filed  against  the  Company  or  any of the
           Operating Subsidiaries which are pending (including matters which are
           on appeal or have not been fully funded, and  administrative  matters
           that may be closed but with respect to which the  applicable  statute
           of limitations has not run) as of the date of this Agreement relating
           to, in connection with or otherwise  pertaining to the Stores.  There
           are no actions,  suits,  investigations,  complaints  or  proceedings
           (including any proceedings in arbitration) pending (including matters
           which are on appeal or have not been fully funded, and administrative
           matters that may be closed but with  respect to which the  applicable
           statute  of  limitations  has not run) or,  to the  knowledge  of the
           Company,  threatened  against  the  Company  or any of the  Operating
           Subsidiaries,   or  any  of  their  respective  officers,  directors,
           employees,  agents,  at Law or in equity,  in any Court or before any
           Governmental   Authority  relating  to  or  in  connection  with  the
           operation  of the  Stores or  otherwise  pertaining  thereto,  except
           actions,  suits,  investigations,  complaints or proceedings that are
           set  forth on  Schedule  3.21(b).  Except  as set  forth in  Schedule
           3.21(c), there are no actions, suits,  investigations,  complaints or
           proceedings (including any proceedings in arbitration) pending or, to
           the knowledge of the Company,  threatened  against the Company or any
           of the Operating  Subsidiaries,  or any of their respective officers,
           directors,  employees,  agents,  at Law or in equity, in any Court or
           before any Governmental  Authority  relating to or in connection with
           the operation of the Stores or otherwise pertaining thereto, alleging
           violations of federal or state Laws respecting employment,  including
           but not limited to, gender, race, disability,  national origin or age
           discrimination, violations of the Occupational Safety and Health Act,
           Family and Medical Leave Act,  terms and  conditions of employment or
           the federal or state wages and hours Laws.

3.22 Employment Matters. Neither the Company nor any of its Subsidiaries has
been, and are not now, a party to any collective bargaining agreement or other
labor contract and there has not been, there is not presently pending (including
matters which are on appeal or have not been fully funded, and administrative
matters that may be closed but with respect to which the applicable statute of
limitations has not run) or existing, and, to the Company's knowledge, there is
not threatened, any strike, slowdown, picketing, work stoppage or employee
grievance process involving the Company or any of its Subsidiaries. To the
knowledge of the Company, no event has occurred or circumstance exists that
could provide the basis for any work stoppage or other labor dispute and there
is not pending or, to the knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries any proceeding relating to the
alleged violation of any legal requirement pertaining to labor relations or
employment matters, including any charge or complaint filed with the National
Labor Relations Board or any comparable governmental body, and there is no
organizational activity or other labor dispute against or affecting the Company
or any of its Subsidiaries or the Stores. No application or petition for an
election of or for certification of a collective bargaining agent is pending and
no grievance or arbitration proceeding exists that might have an adverse effect
upon the Company or any of its Subsidiaries or the Stores. There is no lockout
of any employees by the Company or any of its Subsidiaries, and no such action
is contemplated by the Company or any of its Subsidiaries. To the knowledge of
the Company, there has been no charge of discrimination filed against or
threatened against the Company or any of its Subsidiaries with the Equal
Employment Opportunity Commission or similar governmental body.

3.23 Taxes.

     (a)   For purposes of this  Agreement,  (a) "Tax Return"  means any report,
           statement,  form, return or other document or information required to
           be supplied to a taxing  authority  in  connection  with Taxes or any
           amendments  thereto,  and (b) "Tax" or  "Taxes"  means  any  federal,
           state, local or foreign tax, including,  without  limitation,  income
           tax, ad valorem tax,  excise tax, sales tax, use tax,  franchise tax,
           gross receipts tax,  withholding tax, social security tax, occupation
           tax, service tax,  license tax,  payroll tax,  transfer and recording
           tax,  severance tax, customs tax, import tax, export tax,  employment
           tax,  or any similar or other tax,  assessment,  duty,  fee,  levy or
           other  governmental  charge,  together  with and  including,  without
           limitation,  any and all interest, fines, penalties,  assessments and
           additions  to  tax  resulting  from,  relating  to,  or  incurred  in
           connection with any such tax or any contest or dispute thereof.

     (b)   The Company and any affiliated,  combined,  consolidated,  unitary or
           similar  group of which the  Company is or was a member (a  "Relevant
           Group") has filed with the  appropriate  taxing  authorities  all Tax
           Returns required to be filed prior to the date hereof,  and will file
           all such Tax Returns  required to be filed by the Closing  Date on or
           before the  Closing  Date,  including,  but not  limited  to, all Tax
           Returns  the  filing of which is  necessary  for the  conduct  of the
           Company's and the Operating  Subsidiaries'  business. The Tax Returns
           so  filed  are,  and the Tax  Returns  to be filed  will  be,  in all
           material respects,  complete, correct and accurate representations of
           the income, franchise or other Tax liabilities of the Company and the
           Operating Subsidiaries and such Tax Returns accurately set forth, and
           will set forth, all items required to be reported thereon.  Each such
           Tax Return has been and will be prepared in all material  respects in
           compliance  with all applicable laws and  regulations.  All Taxes due
           and payable by the Company or any member of a Relevant Group, whether
           or not shown on any Tax Return, have been paid or will be paid by the
           Closing  Date,  except  such Taxes,  if any,  as are being  contested
           diligently  and in good  faith and  which  are set forth on  Schedule
           3.23(b).

     (c)   There are no claims  for Taxes  pending  against  the  Company or any
           Relevant  Group  nor any  threatened  claim for Tax  deficiencies  or
           adjustments  against the Company or any Relevant  Group for which the
           Assets  could be liable  and the  Company  knows of no basis for such
           claims.  There exist no actual or, to the  knowledge  of the Company,
           proposed  additional  assessments of Taxes by any Taxing authority to
           which  the  Assets  could  be  subject.   There  are  no  outstanding
           agreements or waivers that would extend the statutory period in which
           a taxing authority may assess or collect a Tax against the Company or
           any Relevant  Group and to which the Assets  could be subject.  There
           are no Liens for Taxes,  other than for current Taxes not yet due and
           payable, upon the Assets.

     (d)   All Taxes that relate to the  business of the Company or any Relevant
           Group or the Assets and that will be due and payable on or before the
           Closing  Date shall  have been paid in full on or before the  Closing
           Date.

     (e)   The  Company  has  withheld  or will  cause to be  withheld  from all
           employees  and  has  timely  paid  or  will  cause  to be paid to the
           appropriate  Governmental Authorities proper and accurate amounts for
           all  periods  through  the  date  hereof  and  the  Closing  Date  in
           compliance with all Tax withholding provisions of applicable federal,
           state, foreign and local Law.

3.24 Employee Benefit Plans.

     (a)   The Company has listed on Schedule  3.24(a) and has  delivered to the
           Acquiror true and complete copies of

            (i)   any   nonqualified   deferred,   incentive   compensation  and
                  retirement plans or arrangements,

            (ii)  any qualified  retirement  plans or arrangements  and the most
                  recent  Form  5500s  filed  with the IRS with  respect to such
                  plans or arrangements,

            (iii) any other employee compensation,  stock options,  severance or
                  termination  pay  or  welfare   benefit  plans,   programs  or
                  arrangements,

            (iv)  any other employee benefit plans,  programs,  or arrangements,
                  and

            (v)   any  related  trusts,  insurance  contracts  or other  funding
                  arrangements maintained,  established or contributed to by the
                  Company or any entity (a "Company ERISA  Affiliate")  required
                  to be aggregated  with the Company  pursuant to the provisions
                  of  Sections  414(b),  (c),  (m) or (o) of the Code or Section
                  4001(a)(14) of ERISA within the last six years or currently in
                  effect to which the Company or any Company ERISA  Affiliate is
                  a party or  otherwise  is  bound  ("Company  Employee  Benefit
                  Plans"),  excluding  any such plan,  program,  arrangement  or
                  funding  arrangement  as to which the  Company is not (and has
                  not  been) a  participating  employer  and has no  current  or
                  potential liability under the Code or ERISA.

     (b)   The Company has listed on Schedule  3.24(b)  hereto and has delivered
           to the Acquiror  true and  complete  copies of any  applications  for
           Private  Letter  Rulings made to the IRS and any  responses  received
           from the IRS regarding the same.

     (c)   One or more of the Company  Employee  Benefit Plans may be covered by
           COBRA.  If so,  each  such  Company  Employee  Benefit  Plan has been
           operated  in,  and is  in,  compliance  with  COBRA  in all  material
           respects.  To the  knowledge of the Company  after due  inquiry,  all
           notices  required  to be given  under  COBRA  for each  such  Company
           Employee  Benefit  Plan  have  been  timely  and  properly  given  in
           accordance  with  COBRA,  and the rules and  Regulations  promulgated
           thereunder.  No employee,  former employee or "qualified beneficiary"
           (as defined in COBRA) has any claim or  contingent  claim against the
           Company, any Subsidiary of the Company or any Company ERISA Affiliate
           for failure to comply with COBRA or the rules and Company Regulations
           promulgated  thereunder.  The  Company  has not  communicated  to any
           employee or former employee any intention or commitment to modify any
           Company  Employee Benefit Plan or to establish or implement any other
           employee or retiree benefit or compensation plans or arrangements.

3.25 Broker's Fees. Except as set forth on Schedule 3.25, neither the Company
nor anyone on its behalf has any liability to any broker, finder, investment
banker or agent, or has agreed to pay any brokerage fees, finder's fees or
commissions, or to reimburse any expenses of any broker, finder, investment
banker or agent in connection with this Agreement or the transactions
contemplated by this Agreement.

3.26 Solvency.

     (a)   The  Company  and  each  of the  Operating  Subsidiaries  is not  now
           Insolvent  and will not be  rendered  insolvent  by the  transactions
           contemplated  hereby. As used herein,  "Insolvent" means that the sum
           of the debtor's Debts is greater than all of the debtor's assets at a
           fair valuation.

     (b)   Immediately   after  giving  effect  to  the   consummation   of  the
           transactions  contemplated  hereby:  (i) the  Company and each of the
           Operating  Subsidiaries will be able to pay their liabilities as they
           become due in the usual course of its business;  (ii) the Company and
           each of the Operating  Subsidiaries will not have unreasonably  small
           capital  with which to conduct  their  present or proposed  business;
           (iii) the Company and each of the  Operating  Subsidiaries  will have
           assets (calculated at fair market value) that exceed its liabilities;
           and (iv) taking into account all pending and  threatened  litigation,
           final  judgments  against the Company or any of its  Subsidiaries  in
           actions  for  money  damages  are not  reasonably  anticipated  to be
           rendered at a time when, or in amounts such that,  the Company or any
           of the  Operating  Subsidiaries  will be unable to  satisfy  any such
           judgments  promptly  in  accordance  with their  terms  (taking  into
           account the maximum  probable  amount of such  judgments  in any such
           actions  and the  earliest  reasonable  time at which such  judgments
           might be  rendered) as well as all other  obligations  of the Company
           and each of the  Operating  Subsidiaries.  The cash  available to the
           Company and each of the  Operating  Subsidiaries,  after  taking into
           account all other anticipated uses of the cash, will be sufficient to
           pay all such Debts and judgments  promptly in  accordance  with their
           terms.

3.27 Average Monthly Revenue - Three Months. The average monthly revenue of the
Stores, calculated for the months of September 2002, October 2002 and November
2002 under the accounting methods set forth in the Profit and Loss Statements,
is no less than $10,062,311 per month. On the Closing Date, the average monthly
revenue of the Stores, calculated for the three full calendar months immediately
prior to the Closing Date and calculated under the accounting methods set forth
in the Profit and Loss Statements (the "Closing Three Month Revenue"), will be
no less than $10,200,000 per month (the "Closing Three Month Revenue Target");
provided, however, that Acquiror's sole remedy in the event that such
representation is not true as of the Closing Date will be the Purchase Price
Reduction provided for in Section 1.3(b), except that if the Closing Three Month
Revenue is equal to or less than $10,000,000 (the "Closing Three Month Revenue
Minimum"), then Acquiror may, at its election, terminate this Agreement pursuant
to the terms set forth in Section 1.3(c).

3.28 Monthly Revenue - One Month. The monthly revenue of the Stores, calculated
for the month of November 2002 under the accounting methods set forth in the
Profit and Loss Statements, is no less than $10,200,000. On the Closing Date,
the monthly revenue of the Stores, calculated for the full calendar month
immediately prior to the Closing Date and calculated under the accounting
methods set forth in the Profit and Loss Statements (the "Closing Month
Revenue"), will be no less than $10,200,000 (the "Closing Month Revenue
Target"); provided, however, that Acquiror's sole remedy in the event that such
representation is not true as of the Closing Date will be the Purchase Price
Reduction provided for in Section 1.3(b), except that if the Closing Month
Revenue is equal to or less than $10,000,000 (the "Closing Month Revenue
Minimum"), then Acquiror may, at its election, terminate this Agreement pursuant
to the terms set forth in Section 1.3(c).

3.29 Average Weekly Revenue. The average weekly revenue of the Stores,
calculated from December 1, 2002 to the date hereof under the accounting methods
set forth in the Profit and Loss Statements, is no less than $2,400,000. On the
Closing Date, the average weekly revenue of the Stores, calculated for each week
from the first day following the end of the month immediately preceding the
Closing Date to the Closing Date under the accounting methods set forth in the
Profit and Loss Statements (the "Closing Weekly Revenue"), will be no less than
$2,355,000 (the "Closing Weekly Revenue Target"); provided, however, that
Acquiror's sole remedy in the event that such representation is not true as of
the Closing Date will be the Purchase Price Reduction provided for in Section
1.3(b), except that if the Closing Weekly Revenue is equal to or less than
$2,350,000 (the "Closing Weekly Revenue Minimum"), then Acquiror may, at its
election, terminate this Agreement pursuant to the terms set forth in Section
1.3(c).

3.30 Net Book Value of Inventory. The net book value of the Store inventory
being sold hereunder calculated under the accounting methods set forth in the
Company's consolidated financial statements is no less than $54,500,000 (net of
30-days past due) as of the date hereof. On the Closing Date, the net book value
of the Store inventory being sold hereunder calculated under the accounting
methods set forth in the Company's consolidated financial statements (the
"Closing Inventory") will be no less than $54,500,000 (net of 30-days past due)
(the "Closing Inventory Target"); provided, however, that Acquiror's sole remedy
in the event that such representation is not true as of the Closing Date will be
the Purchase Price Reduction provided for in Section 1.3(b), except that if the
Closing Inventory (net of 30-days past due) is equal to or less than $53,500,000
(the "Closing Inventory Minimum"), then Acquiror may, at its election, terminate
this Agreement pursuant to the terms set forth in Section 1.3(c).

3.31 Full Disclosure. To the knowledge of the Company or any of the Operating
Subsidiaries, neither this Agreement nor any certificate, document or
communication furnished by the Company or any of the Operating Subsidiaries to
the Acquiror (including the principals thereof, acting in their individual
capacities) in connection herewith (whether prior to, on, or after the date
hereof) contains or will contain an untrue statement of a material fact or omits
to state or will state a material fact necessary to make the statements
contained herein correct and therein not misleading. There is no fact known to
the Company or any of the Operating Subsidiaries that materially and adversely
affects the use or enjoyment of, or title to the Assets, which has not been set
forth herein.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

4.1 Interim Operations of the Company and the Operating Subsidiaries. Except as
contemplated by this Agreement, during the period from the date hereof to the
Closing Date, the Company shall, and shall cause the Operating Subsidiaries to,
conduct their respective businesses in the ordinary course of business
consistent with past practice, preserve their business organization intact, use
their best efforts to retain the services of their present principal employees,
and to preserve their goodwill and the goodwill of their suppliers, customers
and others having business relationships with it. Except as otherwise
contemplated by this Agreement, during the period from the date hereof to the
Closing Date, the Company will not, and will cause the Operating Subsidiaries
not to, without the prior written consent of Acquiror:

     (a)   sell, transfer,  mortgage,  encumber,  pledge or otherwise dispose of
           any of the  Assets,  except for sales of the  Assets in the  ordinary
           course  of  business  (excluding  the  sale of any  Store,  which  is
           specifically prohibited hereby);

     (b)   permit  any  insurance   policy   naming  it  as  a  beneficiary   or
           loss-payable payee covering the Assets to be cancelled or terminated;

     (c)   adopt a plan of complete or partial liquidation, dissolution, merger,
           consolidation,     restructuring,     recapitalization    or    other
           reorganization  (by  operation of law or otherwise) of the Company or
           any of its Subsidiaries;

     (d)   except as set forth in  Schedule  4.1(d),  increase in any manner the
           compensation  payable or to become  payable by the  Company or any of
           its  Subsidiaries to any Store  employee,  other than in the ordinary
           course of business  consistent  with past  practice and  disclosed to
           Acquiror prior to the date hereof;

     (e)   amend or  terminate  any Store Lease being  transferred  hereunder or
           enter into any new lease with respect to the Stores;

     (f)   except  as set  forth on  Schedule  4.1(f),  amend or  terminate  any
           Company  Employee Benefit Plan,  including  without  limitation,  any
           bonus plans, except as required by Law or this Agreement;

     (g)   sell or otherwise  dispose of any shares of the capital  stock of any
           of the Operating Subsidiaries;

     (h)   take any action to change its accounting policies with respect to the
           Stores  as  in  effect  at  November  30,  2002,   including  without
           limitation, charge-off policies;

     (i)   take any  action or omit to take any action  that would  cause any of
           the  representations  and  warranties of the Company or the Operating
           Subsidiaries herein to become untrue in any material respect; or

     (j)   agree, commit or arrange to do any of the foregoing.

4.2 Reasonable Efforts; Filings; Consents.

     (a)   Subject to the terms of this Agreement,  the parties hereto will each
           use all commercially  reasonable  efforts (i) to take, or cause to be
           taken, all appropriate action, and to do, or to cause to be done, all
           things  necessary,  proper  or  advisable  under  applicable  Law  or
           otherwise to consummate  and make  effective in the most  expeditious
           manner practicable,  the transactions contemplated by this Agreement,
           (ii) to obtain from any Governmental  Authority any Permits or Orders
           required  to be  obtained  by Acquiror or the Company or any of their
           respective   Subsidiaries  in  connection  with  the   authorization,
           execution,  delivery  and  performance  of  this  Agreement  and  the
           consummation of the transactions  contemplated  hereby, (iii) to make
           all  necessary  filings,  and  thereafter  make  any  other  required
           submissions,  with  respect to this  Agreement  and the  transactions
           contemplated  hereby  required  under (A) the  Securities Act and the
           Exchange Act, and any other  applicable  federal or state  securities
           laws, (B) the HSR Act, and (C) any other applicable Law; (iv) subject
           to any restrictions under antitrust Laws,  promptly notify each other
           of any  communication to that party from any  Governmental  Authority
           with  respect to this  Agreement  and the  transactions  contemplated
           hereby and permit the other party to review in advance  any  proposed
           written communication to any Governmental Authority; (v) not agree to
           participate in any meeting with any Governmental Authority in respect
           of any filings,  investigation  or other inquiry with respect to this
           Agreement and the transactions contemplated hereby unless it consults
           with the other party in advance and, to the extent  permitted by such
           Governmental  Authority,  give the  other  party the  opportunity  to
           attend  and  participate   therein,   in  each  case  to  the  extent
           practicable;  (vi) subject to any restrictions  under antitrust Laws,
           furnish the other party with  copies of all  correspondence,  filings
           and  communications   (and  memoranda  setting  forth  the  substance
           thereof)   between  it  and  its  affiliates  and  their   respective
           representatives  on the one hand, and any  Governmental  Authority or
           members  of its  staff  on the  other  hand,  with  respect  to  this
           Agreement  and  the  transactions   contemplated   hereby  (excluding
           documents  and  communications   which  are  subject  to  preexisting
           confidentiality  agreements and to the attorney  client  privilege or
           work product  doctrine);  and (vii) furnish the other party with such
           necessary  information and reasonable  assistance as such other party
           and its affiliates may  reasonably  request in connection  with their
           preparation of necessary  filings or submission of information to any
           Governmental  Authority in  connection  with this  Agreement  and the
           transactions  contemplated hereby, including without limitation,  any
           filings necessary or appropriate under the provisions of the HSR Act.

     (b)   Subject to the terms of this Agreement, Acquiror, the Company and the
           Operating  Subsidiaries  agree to cooperate and use all  commercially
           reasonable  efforts to  contest  and  resist  any  action,  including
           administrative  or  judicial  action,  and to have  vacated,  lifted,
           reversed or overturned any Order (whether  temporary,  preliminary or
           permanent) of any Court or Governmental  Authority that is or becomes
           in effect and that restricts,  prevents or prohibits the consummation
           of  the  transactions  contemplated  by  this  Agreement;   provided,
           however,  that nothing  contained  in this  Agreement  shall  require
           Acquiror  to  enter  into  a  divestiture,   hold-separate,  business
           limitation  or  similar   agreement  or   undertaking   which  would,
           individually  or in the  aggregate,  in  the  judgment  of  Acquiror,
           adversely impact the economic or business benefits to Acquiror of the
           transactions  contemplated  by  this  Agreement  or  the  ability  of
           Acquiror to conduct  its  business  substantially  in the manner such
           business is being conducted as of the date of this Agreement.

     (c)  (i)     Subject  to the  terms  of  this  Agreement,  each of the
                  Company, the Operating Subsidiaries and the Acquiror will give
                  (or will  cause  their  respective  Subsidiaries  to give) any
                  notices to third persons,  and use, and cause their respective
                  subsidiaries to use, all  commercially  reasonable  efforts to
                  obtain any consents from third persons (A)  necessary,  proper
                  or advisable to consummate the  transactions  contemplated  by
                  this  Agreement,  (B) otherwise  required under any contracts,
                  licenses,  leases or other  agreements in connection  with the
                  consummation of the transactions  contemplated  hereby, or (C)
                  required  to prevent a material  adverse  effect on the Stores
                  from occurring  prior to the Closing Date. The Company and the
                  Operating  Subsidiaries shall notify Acquiror promptly, but in
                  no event  later  than two (2) days,  following  receipt of the
                  consent contemplated by Section 5.2(d) hereof. --------------

            (ii)  If the  Company or the  Operating  Subsidiaries  shall fail to
                  obtain any consent described in Section 4.2(c)(i) above from a
                  third person, the Company and the Operating  Subsidiaries will
                  use all  reasonable  efforts,  and will take any such  actions
                  reasonably requested by Acquiror,  to limit the adverse effect
                  upon the Acquiror  and its  Subsidiaries  resulting,  or which
                  would  result  after the  Closing  Date,  from the  failure to
                  obtain  such  consent  and will  cooperate  in good faith with
                  Acquiror to develop an alternative  arrangement to ensure that
                  Acquiror  obtains the  benefits  consistent  with the economic
                  results intended by this Agreement.

4.3 No Solicitations.

     (a)   Neither  the  Company nor any of the  Operating  Subsidiaries  shall,
           directly or  indirectly,  through any  officer,  director,  employee,
           representative  or agent  solicit or encourage  (including  by way of
           furnishing  any   information   or  assistance)   the  initiation  or
           submission  of any  inquiries,  proposals  or offers  from any person
           regarding the sale of any of the Assets to be sold to Acquiror hereby
           (other  than as  permitted  by  Section  4.1(a)),  whether  or not in
           writing  and  whether or not  delivered  to the Company or any of its
           Subsidiaries   generally  (an  "Acquisition   Proposal");   provided,
           however,  that nothing  contained in this Agreement shall prevent the
           Board  of  Directors   of  the  Company  or  any  of  the   Operating
           Subsidiaries  from referring any third party to this Section 4.3. The
           Company and the Operating Subsidiaries further agree that neither the
           Company,  the  Operating  Subsidiaries  nor any of  their  respective
           officers or directors  shall, and that they shall each direct and use
           their   best   efforts   to  cause   their   employees,   agents  and
           representatives   (including  any  investment  banker,   attorney  or
           accountant retained by the Company or any Operating Subsidiaries) not
           to, directly or indirectly,  enter into negotiations  concerning,  or
           provide  any  confidential  information  or  data  to,  or  have  any
           discussions with, any person relating to an Acquisition  Proposal, or
           otherwise  facilitate  any effort or attempt to make or  implement an
           Acquisition Proposal.

     (b)   The Company  shall  immediately  notify the  Acquiror  after  receipt
           (after the date  hereof) of any  Acquisition  Proposal or any request
           for  nonpublic  information  relating  to the  Company  or any of the
           Operating  Subsidiaries in connection with an Acquisition Proposal or
           for access to the properties,  books or records of the Company or any
           of the Operating  Subsidiaries that informs the Board of Directors of
           the  Company  that  it  is  considering   making,  or  has  made,  an
           Acquisition  Proposal.  The Company also agrees that it will promptly
           request each person that has  heretofore  executed a  confidentiality
           agreement  in  connection  with any such  person's  consideration  of
           acquiring  any of the Assets to return all  confidential  information
           heretofore furnished to such person by or on behalf of it.

     (c)   The  Company  agrees that it will  immediately  cease and cause to be
           terminated any existing activities,  discussions or negotiations with
           any  parties  conducted   heretofore  with  respect  to  any  of  the
           foregoing.  The Company agrees that it will take the necessary  steps
           to promptly inform the  individuals or entities  referred to above of
           the obligations undertaken in this Section 4.3.

4.4 Press Releases. The Company, the Operating Subsidiaries and the Acquiror
will consult with each other before issuing, and provide each other the
opportunity to review and comment upon, any press releases or other public
statements with respect to any transactions described in this Agreement, and
shall not issue any such press releases or make any such public statement prior
to such consultation.

4.5 Confidentiality; Access to Information.

     (a)   The  parties  acknowledge  that the  Acquiror  and the  Company  have
           entered  into  that  certain   confidentiality   and   non-disclosure
           agreement,   dated  as  of  November  16,   2002,   as  amended  (the
           "Confidentiality Agreement"), which will terminate upon the execution
           of this Agreement.  Notwithstanding the foregoing,  the parties shall
           remain  liable in  accordance  with the terms of the  Confidentiality
           Agreement as if such  agreement  remained in effect for breaches,  if
           any, thereunder occurring prior to the date hereof.

     (b)   Each of the  Company,  the  Operating  Subsidiaries  and the Acquiror
           will, and will cause their respective officers, directors, employees,
           agents  and  representatives  to  (i)  hold  in  confidence,   unless
           compelled  to disclose by  judicial or  administrative  process or by
           other requirements of Law, all nonpublic  information  concerning the
           other  party   furnished   in   connection   with  the   transactions
           contemplated  by this Agreement  until such time as such  information
           becomes publicly  available  (otherwise than through the wrongful act
           of such person) and (ii) not release or disclose such  information to
           any other  person,  except in connection  with this  Agreement to its
           auditors,  attorneys,   financial  advisors,  other  consultants  and
           advisors.  In the  event of  termination  of this  Agreement  for any
           reason,  the  parties  hereto  will  promptly  return or destroy  all
           documents containing nonpublic information so obtained from any other
           party hereto and any copies made of such documents and any summaries,
           analyses or compilations made therefrom.

     (c)   Between  the date hereof and the  Closing  Date,  the Company and the
           Operating  Subsidiaries  will provide the Acquiror and its authorized
           representatives  (including counsel, financial advisors and auditors)
           reasonable  access during  normal  business  hours to all  employees,
           offices, warehouses and other facilities and to all books and records
           of the Company and the Operating  Subsidiaries relating to the Assets
           and the  operation  of the Stores,  will permit the  Acquiror to make
           such  inspections  as the  Acquiror may  reasonably  require and will
           cause the Company's officers and those of its Subsidiaries to furnish
           the  Acquiror  with  such  financial  and  operating  data and  other
           information with respect to the business, properties and personnel of
           the  Company  and its  Subsidiaries  relating  to the  Assets and the
           Stores  as the  Acquiror  may from time to time  reasonably  request,
           provided that no investigation  pursuant to this Section 4.5(c) shall
           affect  or  be  deemed  to  modify  any  of  the  representations  or
           warranties  made by the Company or any of the Operating  Subsidiaries
           and   each   representation   and   warranty   shall   survive   such
           investigation.

     (d)   Between  the date hereof and the  Closing  Date,  the Company and the
           Operating Subsidiaries will provide the firms retained by Acquiror to
           deliver the  Solvency  Opinion and the  Reasonably  Equivalent  Value
           Opinion,  and  each of  their  respective  employees  and  authorized
           representatives,  reasonable  access during normal  business hours to
           all employees,  offices,  warehouses and other  facilities and to all
           books  and  records  of the  Company  and  each of its  Subsidiaries,
           including the Operating  Subsidiaries,  and will permit such firms to
           make such  inspections as reasonably  required in order to obtain the
           information   necessary  to  render  the  Solvency  Opinion  and  the
           Reasonably  Equivalent  Value  Opinion.  The  Company  will cause its
           officers  and those of its  Subsidiaries  to furnish  such firms with
           such financial and operating data and other  information with respect
           to the financial  condition,  business,  operations and properties of
           the Company and its  Subsidiaries as such firms may from time to time
           reasonably  request  in the  course  of  their  investigation.  It is
           expressly  understood  among the  parties  that  during the course of
           their  engagement and at any time  thereafter,  the firms retained by
           Acquiror  to  deliver  the  Solvency   Opinion  and  the   Reasonably
           Equivalent Value Opinion will not provide confidential information of
           the   Company   or  any  of  its   Subsidiaries   to  the   Acquiror.
           Notwithstanding the foregoing, such firms will be permitted to review
           such aspects of the confidential information as they deem appropriate
           in their professional  judgment and report to the Acquiror concerning
           their  satisfaction  with the results of such review on rendering the
           opinions  to  Acquiror  contemplated  by Section  4.7 and Section 4.8
           without  disclosing  the  content  of  the  confidential  information
           reviewed by them to Acquiror.

     (e)   Between  the date  hereof and the Closing  Date,  the  Company  shall
           furnish to the Acquiror no later than one (1) business day  following
           delivery  thereof  to  management  of the  Company,  such  weekly and
           monthly financial  statements and other data (financial,  operational
           or  otherwise)  relating  to  the  operation  of  the  Stores  as are
           regularly prepared for distribution to Company management.

4.6 Notice of Developments.

     (a)   Prior to the Closing Date,  each of the parties hereto shall promptly
           notify the other in writing of all events,  circumstances,  facts and
           occurrences,  whether  arising  prior to or subsequent to the date of
           this Agreement,  that will or are reasonably  likely to result in any
           breach  of a  representation  or  warranty  or  covenant  made by the
           notifying  party in this  Agreement or in any failure to be satisfied
           of any  condition  to the  obligations  of the party  receiving  such
           notice under this Agreement.

     (b)   Should any event, circumstance, fact or occurrence relating to events
           after the date hereof require any change to any Schedule  provided by
           the Company or the Operating Subsidiaries hereunder,  the Company and
           the  Operating  Subsidiaries  shall  promptly  deliver to  Acquiror a
           supplement to such Schedule (a "Schedule Supplement") specifying such
           change. Upon receipt of any such Schedule Supplement,  Acquiror shall
           have ten (10) days from  delivery  of each such  Schedule  Supplement
           (each,  a "Supplement  Review  Period") to review the contents of and
           disclosures  in each such  Schedule  Supplement  and to  request  and
           receive any additional information from the Company and the Operating
           Subsidiaries  relating to the contents and  disclosures  contained in
           such  Schedule  Supplement.  At any time  through and  including  the
           Supplement Review Period, Acquiror shall have the right to notify the
           Company and the Operating  Subsidiaries  whether it elects to proceed
           with the transactions contemplated by this Agreement, or to terminate
           this  Agreement.  In the  event  Acquiror  elects to  terminate  this
           Agreement, the provisions of Article VII ----------- shall govern and
           apply for all purposes. The termination of this Agreement by Acquiror
           pursuant  to this  Section  4.6(b) as a result of receipt of any such
           Schedule Supplement which would cause a representation --------------
           or warranty of the Company or the  Operating  Subsidiaries  to become
           untrue  shall  not  be  or be  deemed  to be a  termination  of  this
           Agreement to which the provisions of Section  7.3(a)  refers.  In the
           event that ---------------  Acquiror does not elect to terminate this
           Agreement  during  the  Supplement  Review  Period  as  a  result  of
           receiving  any  such  Schedule  Supplement,  then  Acquiror  shall be
           prohibited  from seeking  indemnification  under Section  8.2(a) with
           respect to the  specific  breach of the  representation  and warranty
           resulting  ---------------  from  the  information  included  on such
           Schedule  Supplement.  Notwithstanding the foregoing,  no delivery of
           any Schedule Supplement pursuant to this Section 4.6(b) will cure any
           breach  of  any  representation  or  --------------  warranty  of the
           Company or any Operating  Subsidiary contained in this Agreement made
           as of the date  hereof  or  otherwise  limit or affect  the  remedies
           available hereunder to Acquiror with respect to such breach.

4.7 Solvency Opinion. Acquiror shall obtain a solvency opinion in the form and
substance satisfactory to the Acquiror from a firm selected by the Acquiror
providing that the Company and the Operating Subsidiaries are not Insolvent and
will not be rendered Insolvent by the transactions contemplated hereby and
otherwise addressing the items referenced in Section 3.26(b) as Acquiror deems
appropriate (the "Solvency Opinion"). The Solvency Opinion shall permit the
Company and the Operating Subsidiaries to reasonably rely thereon, and upon
receipt, Acquiror shall provide a copy of the Solvency Opinion to the Company
and the Operating Subsidiaries. The Company shall promptly reimburse the
Acquiror for the fees of such firm providing the Solvency Opinion up to an
aggregate amount that, together with the fees for the Reasonably Equivalent
Value Opinion, does not exceed $500,000; provided, however, that at Acquiror's
election, such aggregate fee amount may be credited against the Creditor Payment
at Closing or against the Holdback Account.

4.8 Reasonably Equivalent Value Opinion. The Acquiror shall obtain a written
opinion in the form and substance satisfactory to the Acquiror, from a firm
selected by Acquiror providing that the Purchase Price being paid by Acquiror
hereunder (taking into account the potential adjustments to the Purchase Price
contained in Section 1.3(b)) for the sale of the Assets hereunder by the Company
and the Operating Subsidiaries meets or exceeds the reasonably equivalent value
of such Assets (the "Reasonably Equivalent Value Opinion"). The Reasonably
Equivalent Value Opinion shall permit the Company and the Operating Subsidiaries
to reasonably rely thereon, and upon receipt, Acquiror shall provide a copy of
the Reasonably Equivalent Value Opinion to the Company and the Operating
Subsidiaries. The Company shall promptly reimburse the Acquiror for the fees of
such firm providing the Reasonably Equivalent Value Opinion up to an aggregate
amount that, together with the fees for the Solvency Opinion, does not exceed
$500,000; provided, however, that at Acquiror's election, such aggregate fee
amount may be credited against the Creditor Payment at Closing or against the
Holdback Account.

4.9 Employees. The Acquiror shall not assume the liability of the Company or the
Operating Subsidiaries with respect to the employees for accrued but unpaid
salaries (including deferred compensation), wages, vested vacation and sick pay,
workers compensation claims, health benefit claims, employer contributions to a
Company Employee Benefit Plan (including restorative payments) or incentive
compensation, and the Company and the Operating Subsidiaries shall remain
responsible for the payment of all the foregoing items through the date that is
the earlier of (a) the date of termination of such employee, or (b) the last day
of the Transition Period (the "Employee Termination Date"), such payment to be
made as soon as practicable after the Employee Termination Date or when such
payment would otherwise be due, but in no event later than five (5) business
days following the Employee Termination Date; provided, however, that
notwithstanding the terms of any Company Employee Benefit Plans to the contrary,
the Company shall remit to each of its and its Operating Subsidiaries' Store
employees, salary in the amount equal to such employee's accrued but unpaid
vacation as of such employee's Employee Termination Date. The Company and the
Operating Subsidiaries shall also remain responsible for payment of any and all
retention, change in control or other similar compensation or benefits which are
or may become payable to the employees in connection with the transactions
contemplated hereby, including without limitation, any severance payments or
other such obligations to employees in accordance with the terms of the Company
Employee Benefit Plans.

4.10 Designation by Acquiror of Acquiring Subsidiaries. No later than five (5)
days prior to the Closing Date, Acquiror shall provide a list to the Company and
the Operating Subsidiaries designating which Assets acquired hereunder will be
acquired, upon the Closing, by certain of Acquiror's Subsidiaries. The Company
and the Operating Subsidiaries shall execute all documents necessary to
transfer, upon the Closing, such Assets to such designated Acquiror
Subsidiaries.

4.11 Acquiror Due Diligence Period. Acquiror shall have the right to conduct due
diligence and shall be entitled to review the books, records and operations of
the Company and the Operating Subsidiaries and to receive from the Company and
any of the Operating Subsidiaries any and all financial, legal and other
information necessary in completing its due diligence investigation of the
Assets being acquired hereunder. On the fourteenth (14th) date following the
date hereof (the "Initial Investigation Period"), Acquiror shall evaluate the
status of its due diligence investigation, and the Acquiror, the Company and the
Operating Subsidiaries shall mutually agree on a reasonable period of no less
than six (6) days in which Acquiror shall be entitled to complete its due
diligence investigation following such fourteen (14) day period; provided,
however, that in the event the parties are unable to agree on a reasonable
period prior to the conclusion of such fourteen (14) day period, such fourteen
(14) day period shall be extended for six (6) days (such extended period as
agreed upon among the parties, or if no agreement among the parties is reached,
such six (6) day period being herein referred to as the "Extended Investigation
Period" and, together with the Initial Investigation Period, the "Due Diligence
Period"). In the event the last day of the Due Diligence Period shall fall on a
day that is not a Business Day, the next following Business Day shall be the
last day of the Due Diligence Period.

4.12 Little Rock Store Lease. Between the date hereof and the Closing Date, the
Acquiror and the Company shall enter into a real estate lease (the "Owned Store
Lease") with respect to the Owned Store. The Owned Store Lease will become
effective immediately following the Closing Date and contain terms reasonably
satisfactory to each party that are customary for a similar commercial real
estate lease in the same area.

                                   ARTICLE V
                               CLOSING CONDITIONS

5.1 Conditions to Obligation of all Parties. The obligations of the parties to
effect the transactions contemplated by this Agreement are subject to the
satisfaction of the following conditions at or prior to the Closing Date:

     (a)   HSR  Act.  (i) The  waiting  periods  (and  any  extensions  thereof)
           applicable to the  transaction  contemplated  by this Agreement under
           the HSR Act shall have been  terminated  or shall have  expired,  and
           (ii)  no  condition  shall  have  been  imposed  by any  Governmental
           Authority on the parties  hereto  adversely  impacting the ability of
           the parties to conduct their respective  businesses  substantially in
           the manner such businesses are being conducted as of the date of this
           Agreement.

     (b)   Other Governmental Approvals.  All material governmental consents and
           approvals,  if any,  necessary  to  permit  the  consummation  of the
           transactions contemplated by this Agreement will have been obtained.

     (c)   No  Restraining  Action.  No action,  suit, or proceeding  before any
           Court or Governmental  Authority will be pending, no investigation by
           any  Governmental  Authority  will have been  commenced  against  the
           Acquiror,  the  Company  or any of  its  Subsidiaries,  or any of the
           principals,  officers  or  directors  of  any  of  them,  seeking  to
           restrain,  prevent or change the transactions  contemplated hereby or
           questioning  the  legality or validity  of any such  transactions  or
           seeking damages in connection with any such transactions.

5.2 Conditions to the Acquiror's Obligations. The obligations of the Acquiror to
effect the transactions contemplated by this Agreement are subject to the
satisfaction of the following conditions at or prior to the Closing Date, except
to the extent waived in writing by the Acquiror:

     (a)   Representations  and  Warranties.  Each  of the  representations  and
           warranties of the Company and the Operating Subsidiaries contained in
           this Agreement shall be true and correct in all material  respects as
           of the date of this  Agreement  and as of the Closing  Date as though
           made again on and as of the Closing  Date,  without  giving effect to
           any   Schedule   Supplement;   provided,   however,   that   (i)  any
           representation of warranty contained in Article III which contains an
           express materiality exception shall be accurate in all respects, (ii)
           any  representation  or warranty set forth in Section  3.27,  Section
           3.28,   Section   3.29  and   Section   3.30,   to  the  extent  such
           representations  and warranties  address  financial  performance  (A)
           above the Closing Three Month Revenue Minimum,  but below the Closing
           Three  Month  Revenue  Target,  (B) above the Closing  Month  Revenue
           Minimum but below the Closing  Month  Revenue  Target,  (C) above the
           Closing Weekly  Revenue  Minimum but below the Closing Weekly Revenue
           Target  and (D) above the  Closing  Inventory  Minimum  but below the
           Closing  Inventory  Target,  as applicable,  shall be accurate in all
           respects  and shall  only  result in the  Purchase  Price  Reductions
           contemplated  by  Section  1.3(b),  and (iii) any  representation  or
           warranty in Section  3.27,  Section  3.28,  Section  3.29 and Section
           3.30,  to the extent  such  representations  and  warranties  address
           financial  performance  at or below the Closing  Three Month  Revenue
           Minimum,  the Closing  Month  Revenue  Minimum,  the  Closing  Weekly
           Revenue  Minimum and the Closing  Inventory  Minimum,  as applicable,
           shall be  excluded  from this  Section  5.2(a) and covered by Section
           5.2(o) hereof.  The Acquiror shall have received a certificate of the
           Chief  Executive  Officer  and the  Chief  Financial  Officer  of the
           Company  and  each of the  Operating  Subsidiaries,  dated  as of the
           Closing Date, to such effect.

     (b)   Agreements and Covenants.  The Company and the Operating Subsidiaries
           shall have each  performed or complied in all material  respects with
           all  agreements  and  covenants  required  by  this  Agreement  to be
           performed or complied  with by them on or prior to the Closing  Date.
           The Acquiror shall have received a certificate of the Chief Executive
           Officer  and the Chief  Financial  Officer of the Company and each of
           the  Operating  Subsidiaries,  dated as of the Closing  Date, to such
           effect.

     (c)   No Material Adverse Effect. On or prior to the Closing Date, no event
           shall have occurred from the date hereof which has a material adverse
           effect on the Stores or the Assets.  The Acquiror shall have received
           a  certificate  of the Chief  Executive  Officer and Chief  Financial
           Officer of the Company and each of the Operating Subsidiaries,  dated
           as of the Closing Date, to such effect.

     (d)   Senior Lender  Consent.  No later than ten (10) days from the date of
           this  Agreement,  the Company  shall have obtained the consent of its
           senior lenders set forth on Schedule 3.4, consenting to the Company's
           and  each of the  Operating  Subsidiaries'  execution,  delivery  and
           performance of the transactions contemplated hereby.

     (e)   Consents and Approvals.  The consents listed on Schedule 5.2(e) shall
           have been received.

     (f)   Satisfactory  Completion of Due Diligence  Investigation by Acquiror.
           The  financial,  legal and other due diligence  investigation  of the
           Company, each of the Operating Subsidiaries and the Assets being sold
           hereunder  shall have been  completed,  and Acquiror  shall have been
           satisfied  with the  results  thereof  in its  discretion;  provided,
           however,  that if this Agreement shall not have  terminated  prior to
           the date which is immediately  following the end of the Due Diligence
           Period,  this  condition  to  closing  shall be  deemed  to have been
           satisfied.

     (g)   Non-Competition and Non-Solicitation  Agreement.  The Company and the
           Operating Subsidiaries shall have each entered into an agreement (the
           "Non-Competition and Non-Solicitation  Agreement") with the Acquiror,
           in substantially  the form of Exhibit "B" hereto,  pursuant to which,
           among other things, the Acquiror shall pay to the Company,  on behalf
           of the Company and the Operating  Subsidiaries,  the  Non-Competition
           Payment at Closing in cash by wire transfer of immediately  available
           funds to an account designated by the Company.

     (h)   Assignment  and Assumption  Agreement.  The Company and the Operating
           Subsidiaries   shall  have  each  entered  into  the  Assignment  and
           Assumption Agreement with the Acquiror.

     (i)   Motor Vehicle Titles.  The receipt by the Acquiror of certificates of
           title to all vehicles, whether owned or leased by the Company and the
           Operating  Subsidiaries on the date hereof,  which constitute  Assets
           transferred  hereunder,  endorsed by the  Company  and the  Operating
           Subsidiaries,  as the case may be, together with completed  originals
           of any forms  required  by the  states  in which  such  vehicles  are
           located to transfer the same, free and clear of  Encumbrances,  other
           than Permitted Encumbrances.

     (j)   UCC-3  Termination  Statements.  The receipt by the Acquiror of UCC-3
           Termination  Statements,   with  evidence  of  authorization  by  the
           appropriate secured party, evidencing the release of the Encumbrances
           listed on Schedule 3.9, unless such  Encumbrances  have been released
           prior to the Closing  Date,  in which case the Company  shall provide
           UCC financing  statement  searches from the appropriate  governmental
           officials of the states and counties in which the Assets, are located
           indicating  that there are no financing  statements  affecting any of
           the Assets, other than those evidencing Permitted Encumbrances.

     (k)   Reasonably Equivalent Value Opinion. The Acquiror shall have received
           the Reasonably  Equivalent Value Opinion,  and such opinion shall not
           have been  withdrawn,  revoked or modified prior to the Closing Date;
           provided,  however, that Acquiror shall not be entitled to waive this
           condition.

     (l)   Solvency  Opinion.  The  Acquiror  shall have  received  the Solvency
           Opinion,  and such opinion shall not have been withdrawn,  revoked or
           modified prior to the Closing Date; provided,  however, that Acquiror
           shall not be entitled to waive this condition.

     (m)   Opinion of Counsel.  The Acquiror  shall have received the opinion of
           Hodgson  Russ,  LLP,  counsel  for  the  Company  and  the  Operating
           Subsidiaries, dated as of the Closing Date, in substantially the form
           as set forth in Exhibit "C" hereto.

     (n)   No  Adverse   Regulatory   Condition.   All   material   consents  of
           Governmental   Authorities,   including  without  limitation,   those
           required under the HSR Act,  necessary to permit the  consummation of
           the  transactions  contemplated  by this  Agreement  shall  have been
           obtained  to  Acquiror's  satisfaction  and  no  required  approvals,
           licenses or consents granted by any  Governmental  Authority (i) with
           respect to HSR Act  matters,  shall have  imposed any  obligation  on
           Acquiror  and (ii) with  respect to non-HSR Act  matters,  shall have
           imposed any material obligation on Acquiror.

     (o)   Financial Covenants.  The Closing Three Month Revenue and the Closing
           Month Revenue shall be greater than  $10,000,000,  the Closing Weekly
           Revenue shall be greater than  $2,350,000  and the Closing  Inventory
           shall be greater than $53,500,000.

5.3 Conditions to the Obligations of the Company and the Operating Subsidiaries.
The obligations of the Company and the Operating Subsidiaries to effect the
transactions contemplated by this Agreement are subject to the satisfaction of
the following conditions at or prior to the Closing, except to the extent waived
in writing by the Company and the Operating Subsidiaries:

     (a)   Representations  and  Warranties.  Each  of the  representations  and
           warranties of the Acquiror  contained in this Agreement shall be true
           and correct in all  material  respects  (without  duplication  of any
           materiality  exception contained in any individual  representation or
           warranty) as of the date of this Agreement and as of the Closing Date
           as though made again on and as of the Closing  Date.  The Company and
           the Operating  Subsidiaries shall each have received a certificate of
           the Chief Executive  Officer and the Chief  Financial  Officer of the
           Acquiror, dated as of the Closing Date, to such effect.

     (b)   Agreements  and  Covenants.  The  Acquiror  shall have  performed  or
           complied in all material  respects with all  agreements and covenants
           required by this  Agreement to be performed or complied with by it on
           or  prior  to  the  Closing  Date.  The  Company  and  the  Operating
           Subsidiaries  shall  each have  received a  certificate  of the Chief
           Executive  Officer and the Chief  Financial  Officer of the Acquiror,
           dated as of the Closing Date, to such effect.

     (c)   Non-Competition and  Non-Solicitation  Agreement.  The Acquiror shall
           have entered into the Non-Competition and Non-Solicitation  Agreement
           with the Company and the Operating Subsidiaries.

     (d)   Assignment and Assumption Agreement.  The Acquiror shall have entered
           into the Assignment and Assumption Agreement with the Company and the
           Operating Subsidiaries.

     (e)   Opinion of Counsel.  The Company  shall have received an opinion from
           Winstead Sechrest & Minick P.C.,  counsel for the Acquiror,  dated as
           of the Closing Date in substantially the form as set forth in Exhibit
           "D" hereto.

                                   ARTICLE VI
                             POST-CLOSING COVENANTS

6.1 Apportionment. The Company and the Operating Subsidiaries, as the case may
be, shall be entitled to all income earned in or from the ownership or operation
of the Assets with respect to events occurring prior to and on the Closing Date,
and the Acquiror will be entitled to all income earned in or from the ownership
or operation of the Assets with respect to events occurring after the Closing
Date. Without limiting the generality of the foregoing, all cash receipts
received at the Stores on or prior to the Closing Date shall be the property of
the Company and the Operating Subsidiaries, as the case may be, and all cash
receipts received at the Stores after the Closing Date shall be the property of
the Acquiror. The parties hereto agree to cooperate with each other to ensure
that any amounts received are delivered to the party entitled to such amounts as
provided herein. All property taxes, rent, utilities and amounts under the Store
Leases shall be apportioned on an accrual basis as of the close of business on
the Closing Date between Acquiror, the Company and the Operating Subsidiaries
such that Acquiror shall be responsible only for property taxes, rent, utilities
and amounts under the Store Leases with respect to periods occurring after the
Closing Date.

6.2 License to Use Name. From and after the Closing, the Company shall grant to
the Acquiror and its Subsidiaries for a 30-day transition period a
non-exclusive, royalty-free license (the "License") to use the names "Rent-Way,"
"Home Choice" and "Rentavision" (collectively, the "Company Names"), but only in
connection with the business conducted by the Acquiror at the Stores. The
License is granted strictly on a non-exclusive basis, and in this regard, the
Company shall, after the Closing, have all rights to use and to grant and
license to others the right to use the Company Names in whole or in part, in any
location and in any manner whatsoever, subject to the terms of the
Non-Competition and Non-Solicitation Agreement. The Acquiror acknowledges that
as of the Closing it will have no property rights in and to the Company Names
other than the License specifically granted herein and will not use the Company
Names except pursuant to this Agreement. The License shall not be sublicensed or
assigned by the Acquiror in any manner, except that the Acquiror may assign the
License to any direct or indirect wholly-owned subsidiary of the Acquiror (i) in
connection with a transfer of some or all of the operations to such entity and
(ii) in connection with the matters as contemplated by Section 4.10 hereof (such
entities together being referred to as a "Permitted Transferee") provided that
prior to such transfer, the Permitted Transferee agrees to be bound by the
provisions of the License and the Acquiror and the Acquiror continue to be
liable for breach of the License by the Permitted Transferee.

6.3 Account Store Acquisition Option. For a period of thirty (30) days from the
date immediately following the Closing Date (the "Transition Period"), Acquiror
shall be entitled, upon delivery of written notice to the Company or the
Operating Subsidiaries, as the case may be (an "Additional Store Notice"), to
assume from the Company and any of the Operating Subsidiaries, as the case may
be, the real estate lease (and the fixtures related thereto) at no additional
cost for any of the Account Stores. In the event Acquiror exercises its rights
under this Section 6.3, Acquiror, the Company and the Operating Subsidiaries
shall enter into an assignment and assumption agreement with respect to such
real estate lease containing terms reasonably satisfactory to the parties and
including terms at a minimum of which, shall provide that Acquiror shall only
assume the obligations of the Company and the Operating Subsidiaries under such
real estate lease for obligations attributable to periods following such
assumption.

6.4 Transition Period; Access to Stores; Cooperation.

     (a)   With  respect to each  Account  Store,  the  Company  and each of the
           Operating  Subsidiaries  will  provide  access to each of the Account
           Stores through the Transition Period. Neither the Company, any of the
           Operating  Subsidiaries nor any of their representatives shall remove
           any vehicles,  fixtures, equipment or any other item from the Account
           Stores  during the  Transition  Period.  The  Company and each of the
           Operating  Subsidiaries  shall reasonably  cooperate with Acquiror in
           the  transition  of the Assets and business  operations  to Acquiror,
           including without limitation, providing staffing of the Company's and
           its  Operating  Subsidiaries'  employees  to Acquiror  sufficient  to
           permit the transition of such Account Store  operations.  The Company
           and the Operating  Subsidiaries  acknowledge  that all such personnel
           utilized  shall be the  employees  of the  Company  or the  Operating
           Subsidiaries,  as the case may be (the "Transition  Personnel").  The
           duties of the Transition  Personnel shall include without  limitation
           (i)  the  winding  down of the  business  operations  of the  Account
           Stores,  (ii) the  transfer of  inventory  and  customer  accounts to
           designated  stores  of  the  Acquiror,  (iii)  the  transitioning  of
           customer  relationships to such Acquiror stores, (iv) assistance with
           respect to the conversion of customer  account records of the Account
           Stores  to  Acquiror's  computer  information  system,  and (v) other
           similar type duties.

     (b)   The  Company  and the  Operating  Subsidiaries  shall be jointly  and
           severally  liable for, and will each indemnify the Acquiror for, only
           the costs, expenses and liabilities attributable to the operation and
           transition  of the Account  Stores  during the  Transition  Period as
           follows:

            (i)   rent, utilities and all obligations,  expenses and liabilities
                  under the leases  underlying  the  Account  Stores  during the
                  Transition Period;

            (ii)  lease and related costs  applicable to office equipment in the
                  Account Stores during the Transition  Period (other than costs
                  of printer cartridges,  paper and other consumables associated
                  with  the  operation  of  such   equipment,   which  shall  be
                  Acquiror's responsibility);

            (iii) the  costs  associated  with  vehicles  owned or leased by the
                  Company  or any of the  Operating  Subsidiaries  and  used  in
                  connection  with the Account  Stores (other than fuel costs in
                  excess of the costs of fuel in such vehicles as of the Closing
                  Date),  including lease costs, insurance costs and maintenance
                  costs; and

            (iv)  employee payroll, health and other employee benefits,  workers
                  compensation claims, health care claims,  employment practices
                  claims (including without limitation,  termination and related
                  claims) and all other costs,  expenses and liabilities related
                  to the Transition Personnel;  provided, however; that Acquiror
                  shall  be   responsible   for   liabilities   (a)  related  to
                  third-party injury claims (other than employees of the Company
                  or  its  Subsidiaries,  including  the  Transition  Personnel)
                  arising out of the  operation of the Account  Stores,  and (b)
                  liabilities   relating  to  intentional   acts  by  Transition
                  Employees  that are directed by Acquiror  and that  constitute
                  violation of  applicable  Law.  The Company and the  Operating
                  Subsidiaries shall maintain  sufficient  insurance coverage to
                  cover applicable risks relative to the foregoing.  At any time
                  through  the  Transition   Period,   the  Acquiror  may  offer
                  employment to such  employees of the Company and the Operating
                  Subsidiaries  at the Stores as the Acquiror shall determine in
                  its sole discretion at wage or salary levels acceptable to the
                  Acquiror,  and with employee  benefits that are  acceptable to
                  the Acquiror.

         Acquiror shall be responsible for all other costs in connection with
the operation of the Account Stores during the Transition Period, such as
advertising costs, office equipment consumables referenced above, fuel charges
referenced above and office supplies.

6.5 Leased Employees. With respect to the Acquired Stores, the Company and the
Operating Subsidiaries shall lease to Acquiror through the Transition Period
such employees of the Company or the Operating Subsidiaries as may be designated
by Acquiror. Such employees shall at all times remain the employees of the
Company or the Operating Subsidiaries, as the case may be (the "Leased
Employees"). The Company and the Operating Subsidiaries shall be jointly and
severally liable for, and will each indemnify the Acquiror for, all costs,
expenses and liabilities of such Leased Employees, including without limitation,
employee payroll, health and other employee benefits, workers compensation
claims, health care claims, employment practices claims (including without
limitation, termination and related claims) and all other costs, expenses and
liabilities related to such Leased Employees attributable to the Transition
Period; provided, however, that Acquiror shall be responsible only for
liabilities (i) related to third-party injury claims (other than employees of
the Company or its Subsidiaries, including the Transition Personnel) arising out
of the operation of the Account Stores, and (ii) liabilities relating to
intentional acts by Transition Employees that are directed by Acquiror and that
constitute violation of applicable Law. At any time through the Transition
Period, the Acquiror may offer employment to such employees of the Company and
the Operating Subsidiaries at the Stores as the Acquiror shall determine in its
sole discretion at wage or salary levels acceptable to the Acquiror, and with
employee benefits that are acceptable to the Acquiror.

6.6 Tax Matters. The Company shall be responsible for the timely payments of,
and shall indemnify and hold harmless the Acquiror against, all sales
(including, without limitation, bulk sales), use, value added, documentary,
stamp, gross receipts, registration, transfer, conveyance, excise, recording,
firearm, ammunition, license and other similar taxes and fees ("Transfer
Taxes"), arising out of or in connection with or attributable to the
transactions effected pursuant to this Agreement. The Company shall prepare and
timely file all tax returns required to be filed in respect of Transfer Taxes;
provided, however, that the Acquiror shall be permitted to prepare any such Tax
Returns that are the primary responsibility of the Acquiror under applicable
Law.

6.7 Transition of Acquired Stores. With respect to the Acquired Stores, during
the Transition Period the Company and the Operating Subsidiaries shall make
available to the Acquiror and the Acquiror's employees Company personnel and, if
necessary, any software not included in the Assets transferred hereunder
necessary to effect an orderly transition from the Company's and the Operating
Subsidiaries' management information systems to the Acquiror's systems.

                                   ARTICLE VII
                                   TERMINATION

7.1 Termination. This Agreement may be terminated by written notice to the
non-terminating party at any time prior the Closing Date:

     (a)   by mutual  written  consent  of the  Acquiror,  the  Company  and the
           Operating Subsidiaries;

     (b)   by Acquiror,  if, on or after February 1, 2003,  any action,  suit or
           proceeding before any Court or Governmental  Authority is pending, or
           any  investigation by any Governmental  Authority has been commenced,
           against  the   Acquiror,   the  Company  or  any  of  the   Company's
           Subsidiaries, or any of the principals,  officers or directors of any
           of them,  seeking to  restrain,  prevent  or change the  transactions
           contemplated  hereby or  questioning  the legality or validity of any
           such  transactions  or seeking  damages in  connection  with any such
           transactions;

     (c)   by  Acquiror,  if the  Company  or the  Operating  Subsidiaries  have
           breached any covenant or agreement set forth in this Agreement, or if
           any  representation  or  warranty  of the  Company  or the  Operating
           Subsidiaries  shall have become untrue,  in either case such that the
           conditions set forth in Section 5.2(a) or Section 5.2(b) would not be
           satisfied  (a  "Terminating  Company  Breach")  and such  Terminating
           Company  Breach is either  not  capable of being  cured  prior to the
           Closing or, if such breach is capable of being cured, is not so cured
           by the  Company or the  Operating  Subsidiaries  within a  reasonable
           amount of time (but in any event prior to the Closing);

     (d)   by the Company or the Operating Subsidiaries,  if Acquiror shall have
           breached any covenant or agreement set forth in this Agreement, or if
           any  representation  or  warranty of the  Acquiror  shall have become
           untrue,  in either case such that the conditions set forth in Section
           5.3(a) or  Section  5.3(b)  would not be  satisfied  (a  "Terminating
           Acquiror Breach") and such Terminating  Acquiror Breach is either not
           capable of being  cured  prior to the  Closing  or, if such breach is
           capable  of being  cured,  is not so cured by the  Acquiror  within a
           reasonable amount of time (but in any event prior to the Closing);

     (e)   by Acquiror,  if the condition set forth in Section  5.2(d) shall not
           have been satisfied;

     (f)   by either Acquiror or the Company and the Operating Subsidiaries,  if
           there shall be an Order which is final and  nonappealable  preventing
           the consummation of the transactions  contemplated hereby, unless the
           party  relying on such Order has not  complied  with its  obligations
           under Section 4.2 hereof;

     (g)   by either Acquiror or the Company and the Operating Subsidiaries,  if
           the transactions  contemplated hereby shall not have been consummated
           on or before February 28, 2003; provided,  however, that the right to
           terminate this Agreement pursuant to this Section 7.1(g) shall not be
           available  to  any  party  whose   failure  to  fulfill  any  of  the
           obligations  contained in this  Agreement  have been the cause of, or
           resulted in, the failure of the transactions  contemplated  hereby to
           have occurred on or prior to the  aforementioned  date; and provided,
           further,  that this  Agreement  may be extended by written  notice of
           either the Acquiror, the Company or the Operating Subsidiaries for up
           to  sixty  (60)  days  from  February  28,  2003 if the  transactions
           contemplated  hereby  have not been  consummated  as a result  of the
           conditions  set forth in Section  5.1(a),  Section  5.1(c) or Section
           5.2(n) not being satisfied;  provided,  further,  that this Agreement
           may be extended by Acquiror by written  notice for up to a period not
           to exceed sixty (60) days from  February  28, 2003 if  Acquiror,  the
           Company,  the Operating  Subsidiaries  or any of the firms engaged to
           provide the opinions referenced in Section 4.7 and Section 4.8 hereof
           shall have  received an oral or written  threat of  litigation of the
           nature contemplated by Section 5.1(c).


     (h)   by the  Acquiror,  from the date hereof  through the date that is the
           last day of the Due Diligence Period;

     (i)   by Acquiror, as provided in Section 1.3(c).

         The right of any party hereto to terminate this Agreement pursuant to
Section 7.1 will remain operative and in full force and effect regardless of any
investigation made by or on behalf of any party hereto, any person controlling
any such party or any of their respective officers, directors, representatives
or agents, whether prior to or after the execution of this Agreement.

7.2 Automatic Termination. This Agreement shall terminate if either the
condition set forth in Section 5.2(k) or Section 5.2(l) shall not have been
satisfied on February 28, 2003, unless such date has been extended by Acquiror
pursuant to the third proviso in Section 7.1(g), in which termination shall
occur on such extended date. The termination of this Agreement pursuant to this
Section 7.2 shall be the sole remedy of the Company and the Operating
Subsidiaries with respect to the failure of the condition set forth in Section
5.2(k) or Section 5.2(l) to be satisfied.

7.3 Effect of Termination.

     (a)   Except with respect to Section 4.4, Section 4.5(b), the provisions of
           this  Article  VII and  Article IX of this  Agreement,  each of which
           shall  survive  termination,  in the  event  of  termination  of this
           Agreement pursuant to Section 7.1 or Section 7.2, this Agreement will
           forthwith  be  terminated,  there will be no liability on the part of
           the  Acquiror,  the Company or the Operating  Subsidiaries  or any of
           their  respective  officers or  directors to the other and all rights
           and  obligations of any party hereto will cease;  provided,  however,
           that if this  Agreement is terminated by a party due to the breach of
           the Agreement by the other party or because one or more conditions to
           the  terminating  party's  obligations  under this  Agreement  is not
           satisfied as a result of the other party's failure to comply with its
           obligations  under this Agreement,  the terminating  party's right to
           pursue all legal remedies will survive such termination unimpaired.

     (b)   In the event  that this  Agreement  is  terminated  (i)  pursuant  to
           Section 7.1(e) or Section  7.1(i),  the Company shall pay or cause to
           be paid to Acquiror,  within two (2)  Business  Days from the date of
           termination,  an amount  equal to  Acquiror's  actual and  reasonably
           documented  Expenses  incurred by Acquiror  in  connection  with this
           Agreement and the transactions  contemplated  hereby or (ii) pursuant
           to  Section  7.2,  the  Company  shall  pay or  cause  to be  paid to
           Acquiror,  within two (2) Business Days from the date of termination,
           an amount equal to (A) Acquiror's  actual and  reasonably  documented
           Expenses  incurred by Acquiror in connection  with this Agreement and
           the  transactions  contemplated  hereby and (B) the aggregate fees of
           the firms  engaged to provide the opinions  referenced in Section 4.7
           and Section 4.8,  such  aggregate  fees not to exceed  $500,000.  The
           rights  hereunder are in addition to, and not in  limitation  of, any
           other right or remedy  (legal,  equitable or otherwise)  which may be
           available to Acquiror.

7.4 Amendment. Subject to the requirements of Law, this Agreement may be amended
by the parties hereto only by action taken by or on behalf of their respective
boards of directors or applicable governing body at any time prior to the
Closing Date. This Agreement may not be amended except by an instrument in
writing signed by the parties hereto.

7.5 Waiver. At any time prior to the Closing Date, any party hereto may (a)
extend the time for the performance of any of the obligations or other acts of
the other party hereto, (b) waive any inaccuracies in the representations or
warranties of the other party contained herein or in any document delivered
pursuant hereto and (c) waive compliance by the other party with any of the
agreements or conditions contained herein. Any such extension or waiver will be
valid only if set forth in an instrument in writing signed by the party or
parties to be bound thereby.

7.6 Expenses. Except as set forth in Section 7.3(b) hereof, all Expenses
incurred by the parties hereto will be borne solely and entirely by the party
which as incurred such expenses.

                                  ARTICLE VIII
                                 INDEMNIFICATION

8.1 Survival of Representations and Warranties. All of the representations and
warranties of the Company and the Operating Subsidiaries contained in Article
III of this Agreement, the certificates delivered pursuant to Section 5.2(a),
Section 5.2(b) and Section 5.2(c) and any other document delivered pursuant to
this Agreement shall survive Closing and the consummation of the transactions
contemplated hereby and shall continue in full force and effect for the
four-year period following the Closing Date, with the exception that Section
3.10 shall survive for a period of ninety (90) days following the Closing Date.

8.2 Indemnification by the Company and the Operating Subsidiaries. Subject to
the other provisions of this Article VIII, from and after the Closing, the
Company and the Operating Subsidiaries shall jointly and severally indemnify and
hold the Acquiror and its officers, directors, employees, attorneys and agents
harmless from, against and in respect of any and all claims, demands, lawsuits,
proceedings, losses, judgments, restitution, assessments, taxes, costs of
abatement, fines, penalties, administrative orders, obligations, costs,
expenses, liabilities and damages, including interest, penalties, reasonable
attorneys' fees and costs and costs of investigation (all of the foregoing
hereinafter referred to collectively as "Indemnity Claims"), which arise or
result from and to the extent they are attributable to:

     (a)   the untruth, breach or failure of any representation or warranty made
           by the  Company  or  the  Operating  Subsidiaries  pursuant  to  this
           Agreement or any other  agreement or document  executed and delivered
           by the Company or the Operating  Subsidiaries  in connection with the
           transactions contemplated hereby;

     (b)   the  breach  of,  or  failure  to  perform,  any  of  the  covenants,
           commitments,   agreements  or  obligations  of  the  Company  or  the
           Operating  Subsidiaries  under or contained in this  Agreement or any
           other agreement or document  executed and delivered by the Company or
           the  Operating  Subsidiaries  in  connection  with  the  transactions
           contemplated hereby;

     (c)   the  noncompliance  with  the  provisions  of any  bulk  sales  laws,
           including,  without  limitation,  the bulk transfer provisions of the
           Uniform  Commercial Code of any state or any similar statute,  if and
           to the extent  applicable to the  transactions  contemplated  by this
           Agreement;

     (d)   the Excluded Assets;

     (e)   the  continued  sponsorship  by the Company of the  Company  Employee
           Benefit Plans and any and all liability  for  violations  under COBRA
           occurring  prior to the Closing Date, it being  understood and agreed
           to by the parties that the sponsorship and maintenance of any Company
           Employee Benefit Plans shall in no way be the  responsibility  of the
           Acquiror on or after the Closing Date;

     (f)   any Tax Claim  asserted  against  Acquiror  with respect to any Taxes
           relating  to the  Assets  or the  operations  of the  Company  or the
           Operating  Subsidiaries  attributable  to  periods  on or before  the
           Closing Date and as otherwise set forth in Section 6.6;

     (g)   any Indemnity Claims related to the Transition Period as set forth in
           Section 6.4 and Section 6.5;

     (h)   any product or  component  thereof  manufactured  by, or any services
           provided by, the Company or the Operating Subsidiaries in whole or in
           part;

     (i)   all  liabilities  of the  Company  and its  Subsidiaries,  other than
           Assumed Liabilities;

     (j)   any WARN Act and similar state or local Law liability that may result
           from an employment loss, as defined by 29 U.S.C.  Section 2101(a)(6),
           caused by any action of the Company or the Operating  Subsidiaries on
           or before the last day of the Transition  Period or by the Acquiror's
           decision  not  to  hire  previous  employees  of the  Company  or the
           Operating Subsidiaries related to the Stores;

     (k)   payments  made under Rental  Purchase  Agreements by customers of the
           Company or any of its Subsidiaries on or before the Closing Date;

     (l)   any costs,  expenses or amounts (other than the payment of fees which
           is covered by Section 4.7 and Section 4.8  hereunder)  payable by the
           Acquiror to the firms  providing  the opinions  referenced in Section
           4.7 and  Section  4.8 hereof  reasonably  relating  to or  reasonably
           associated with the delivery of such opinions by such firms; and

     (m)   any other debts,  liabilities  or  obligations  of the Company or the
           Operating Subsidiaries, whether accrued, absolute, contingent, known,
           unknown or otherwise, but excluding the Assumed Liabilities.

8.3 Indemnification by the Acquiror. Subject to the other provisions of this
Article VIII, from and after the Closing the Acquiror shall indemnify and hold
the Company and the Operating Subsidiaries and their respective officers,
directors, employees, attorneys and agents harmless from, against and in respect
of any and all Indemnity Claims which arise or result from and to the extent
they are attributable to:

     (a)   the untruth, breach or failure of any representation or warranty made
           by the Acquiror  pursuant to this Agreement or any other agreement or
           document  executed and delivered by the Acquiror in  connection  with
           the transactions contemplated hereby;

     (b)   the  breach  of,  or  failure  to  perform,  any  of  the  covenants,
           commitments,  agreements  or  obligations  of the  Acquiror  under or
           contained  in this  Agreement  or any  other  agreement  or  document
           executed  and  delivered  by the  Acquiror  in  connection  with  the
           transactions contemplated hereby; or

     (c)   the Assumed Liabilities.

8.4 Holdback Amount; Right of Set Off.

     (a)   On the Closing Date,  Acquiror shall withhold the Holdback Amount for
           the  payment of claims  asserted  against  the  Company or any of the
           Operating  Subsidiaries  and to provide  for the  payment in part the
           indemnification  rights of the Acquiror for a period of eighteen (18)
           months following the Closing Date. Upon notice to the Company and the
           Operating Subsidiaries, the Acquiror may set-off against the Holdback
           Amount any  amount to which it may be  entitled  under  this  Article
           VIII.  The  exercise  of  Acquiror's  right  ------------  to make an
           Indemnity  Claim for  set-off  against  the  Holdback  Amount in good
           faith,  whether or not ultimately  determined to be justified,  shall
           not be  deemed a breach  of  Acquiror's  obligation  to  deliver  the
           Purchaser  Price under this  Agreement.  Neither the exercise nor the
           failure to exercise such right of set-off will constitute an election
           of  remedies  or  otherwise  limit  Acquiror  in  any  manner  in the
           enforcement of any other remedies that may be available to it.

     (b)   On the 90th day following the Closing Date (the "Initial Distribution
           Date"), the Acquiror shall disburse to the Company,  on behalf of the
           Company and the Operating Subsidiaries, the total of $5,000,000, less
           the sum of (i) any  amounts  for  Claims  to which the  Acquiror  has
           exercised  its right of set-off  pursuant to Section  8.4(a) and (ii)
           any amounts representing unsatisfied Indemnity Claims ---------------
           asserted by Acquiror under Section 8.4(a) which are unresolved on the
           Initial  Distribution  Date.  On  the  --------------  date  that  is
           eighteen   (18)  months   following  the  Closing  Date  (the  "Final
           Distribution   Date"),   upon   the   execution   of  all   necessary
           documentation  reasonably  required by Acquiror,  the Acquiror  shall
           disburse to the Company,  on behalf of the Company and the  Operating
           Subsidiaries,  the amount of the Holdback Amount, less the sum of (i)
           all amounts for Indemnity  Claims to which the Acquiror has exercised
           its right of set-off  pursuant  to Section  8.4(a),  (ii) any amounts
           representing  unsatisfied Indemnity Claims asserted -------------- by
           the Acquiror  pursuant to Section  8.4(a) which are unresolved on the
           Final Distribution Date, and --------------- (iii) the amount paid to
           the Company, on behalf of the Company and the Operating  Subsidiaries
           on the Initial  Distribution  Date.  At such time that any  Indemnity
           Claims  which  are  unresolved  on the  Final  Distribution  Date are
           subsequently  resolved  and  which  the  Company  and  the  Operating
           Subsidiaries  would have been entitled to additional amounts paid out
           from the Holdback Amount (the "Excess"),  then Acquiror shall deliver
           the Excess to the Company, on behalf of the Company and the Operating
           Subsidiaries,  within five (5) business days of the final  resolution
           of such Indemnity Claims.  Notwithstanding the foregoing,  no portion
           of the Holdback Amount shall be paid to the Company, on behalf of the
           Company and the Operating  Subsidiaries,  until all Liens against the
           Assets shall have been released of record.

8.5 Method of Asserting Indemnity Claims, Etc. All claims for indemnification by
any party under this Section 8.5 shall be asserted and resolved as follows:

     (a)   In the event  that any claim or demand in  respect of which any party
           would be entitled to  indemnification  hereunder is asserted  against
           such party by a third party (a "Third Party Claim"), said party shall
           within ninety (90) days thereof notify the indemnifying party of such
           claim or demand, specifying the nature of and specific basis for such
           claim or demand and the amount or the estimated amount thereof to the
           extent then  feasible,  which estimate shall not be conclusive of the
           final amount of such claim or demand (the "Indemnity  Claim Notice");
           provided,  however, that the failure to notify the indemnifying party
           of the  commencement  of such Indemnity Claim within such ninety (90)
           day period will not relieve the  indemnifying  party of any liability
           that it may have to any indemnified party,  except to the extent that
           the indemnifying party conclusively  demonstrates that the defense of
           such action was  prejudiced by the  indemnifying  party's  failure to
           give such Indemnity Claim Notice.  The indemnifying  party shall have
           thirty  (30)  days  from the  personal  delivery  or  mailing  of the
           Indemnity   Claim  Notice  (the   "Notice   Period")  to  notify  the
           indemnified  party (i) whether or not it disputes  entitlement of the
           indemnified party to  indemnification  hereunder with respect to such
           claim or  demand,  and (ii)  whether  or not it desires at no cost or
           expense to the indemnified  party,  to defend the  indemnified  party
           against such claim or demand; provided, however, that any indemnified
           party is hereby  authorized  prior to and during the Notice Period to
           file any  motion,  answer  or  other  pleading  which  it shall  deem
           necessary  or  appropriate  to protect its  interests or those of the
           indemnifying  party and that are not  materially  prejudicial  to the
           indemnifying party. In the event that the indemnifying party notifies
           the  indemnified  party  within the Notice  Period that it desires to
           defend the indemnified  party against such claim or demand and except
           as hereinafter provided,  the indemnifying party shall have the right
           to defend by all appropriate proceedings,  which proceedings shall be
           promptly  settled or prosecuted by it to a final  conclusion.  If the
           indemnified  party desires to  participate  in, but not control,  any
           such defense or settlement it may do so at its sole cost and expense.
           If requested by the indemnifying  party, the indemnified party agrees
           to  cooperate  with  the  indemnifying   party  and  its  counsel  in
           contesting any claim or demand which the indemnifying party elects to
           contest, or, if appropriate and related to the claim in question,  in
           making any counterclaim  against the person asserting the third cross
           complaint  against  any person.  No claim may be settled  without the
           consent  of  the  indemnifying  party,  which  consent  shall  not be
           unreasonably withheld.  Notwithstanding the foregoing,  in connection
           with a Third Party Claim asserted against both such indemnified party
           and indemnifying  party, if (i) such indemnified  party has available
           to it  defenses  which  are in  addition  to those  available  to the
           indemnifying  party,  (ii) such indemnified party has available to it
           defenses which are  inconsistent  with the defenses  available to the
           indemnifying  party,  or (iii) a conflict exists or may reasonably be
           expected to exist in connection with the  representation of both such
           indemnified party and indemnifying  party by the legal counsel chosen
           by the  indemnifying  party,  such  indemnified  party shall have the
           right to select its own legal counsel subject to the approval of such
           legal  counsel by the  indemnifying  party,  such  approval not to be
           unreasonably  withheld.  If such  indemnified  party  selects its own
           legal counsel pursuant to the immediately  preceding sentence and the
           underlying Third Party Claim is otherwise subject to the scope of the
           indemnification  obligations  of the  indemnifying  party pursuant to
           this Article  VIII,  the  reasonable  fees and expenses of such legal
           counsel will be included  within the  indemnification  obligations of
           the   indemnifying   party;   provided,   however,   that   under  no
           circumstances  will the indemnifying  party be obligated to indemnify
           such indemnified party against the fees and expenses of more than one
           legal counsel selected by such indemnified party in connection with a
           single claim  (notwithstanding the number of persons against whom the
           Third Party Claim may be asserted).  To the extent an Indemnity Claim
           with respect to indemnification of representations  and warranties is
           made  within  the  survival  period set forth in  Section  8.1,  such
           Indemnity  Claim shall survive until such Indemnity Claim is resolved
           pursuant  to the  provisions  of Section  8.4 and Section 8.5 hereof,
           notwithstanding  the expiration of the applicable survival period set
           forth in Section 8.1.

     (b)   In the event any  indemnified  party  should have an  indemnification
           claim  hereunder  which  does not  involve  a claim or  demand  being
           asserted  against or sought to be collected from it by a third party,
           the  indemnified  party  shall send an  Indemnity  Claim  Notice with
           respect to such claim to the  indemnifying  party and, if applicable,
           otherwise  comply  with  the  provisions  of this  Section  8.5.  Any
           Inventory  Condition  Indemnity  Claim  shall be made no  later  than
           ninety (90) days after closing.

8.6 Limitation on Amount - Company and Operating Subsidiaries.

     (a)   The Company and the  Operating  Subsidiaries  shall have no liability
           with respect to the matters  described under Section 8.2(a) until the
           aggregate of all Indemnity Claims for which indemnity would otherwise
           be payable by them exceeds $100,000 (the "Company Basket"); provided,
           however,  that in the event  that the  Indemnity  Claims to which the
           Acquiror shall be entitled exceed the Company Basket, the Company and
           the Operating  Subsidiaries shall be responsible for the total amount
           of such Indemnity Claims without giving effect to the Company Basket,
           but in no case shall the  liability of the Company and the  Operating
           Subsidiaries  with  respect  to matters  set forth in Section  8.2(a)
           hereunder exceed the Purchase Price.  However,  this Section 8.6 will
           not apply  to,  and the  Company's  and the  Operating  Subsidiaries'
           obligations  hereunder  shall  be  unlimited  for any  breach  of the
           Company's  or  the  Operating   Subsidiaries'   representations   and
           warranties  of which the Company or the  Operating  Subsidiaries  had
           knowledge at any time prior to the date on which such  representation
           and warranty is made.

     (b)   In the event that (i) an  Indemnity  Claim is made by  Acquiror  with
           respect to the condition of the Store  inventory sold hereunder as of
           the Closing Date pursuant to a breach of Section 3.10, (an "Inventory
           Condition  Indemnity Claim"),  and (ii) the Closing Inventory (net of
           30-days past due) exceeds $54,500,000,  then such Inventory Condition
           Indemnity  Claim  shall be reduced by the amount in which the Closing
           Inventory (net of 30-days past due) exceeds $54,500,000.

8.7 Limitation on Amount - Acquiror. Acquiror shall have no liability with
respect to the matters described under Section 8.3(a) until the aggregate of all
Indemnity Claims for which indemnity would otherwise be payable by Acquiror
exceeds $100,000 (the "Acquiror Basket"); provided, however, that in the event
that the Indemnity Claims to which the Company or the Operating Subsidiaries
shall be entitled to exceed the Acquiror Basket, the Acquiror shall be
responsible for the total amount of such Indemnity Claims without giving effect
to the Acquiror Basket, but in no case shall the liability of the Acquiror with
respect to matters set forth in Section 8.3(a) hereunder exceed the Purchase
Price.

8.8 Insurance and Tax Benefit. In calculating any amount due under this Article
VIII with respect to Indemnity Claims, such Indemnity Claims shall be reduced by
(a) any amounts actually recovered by the indemnified party under insurance
policies or third party indemnification obligations or other rights of recovery
with respect to such Indemnity Claims, and (b) the amount of any Net Tax Benefit
realized by the indemnified party from the incurrence or payment of such
Indemnity Claims.

                                   ARTICLE IX
                               GENERAL PROVISIONS

9.1      Certain Definitions.  For purposes of this Agreement:
         -------------------

         "Account Stores" has the meaning set forth in Section 1.2(d) hereof.

         "Acquired Stores" has the meaning set forth in Section 3.8 hereof.

         "Acquiror" means Rent-A-Center, Inc., a Delaware corporation, and its
successors and assigns.

         "Acquiror Basket" has the meaning set forth in Section 8.7.

         "Acquisition Proposal" has the meaning set forth in Section 4.3 hereof.

         "Additional Store Notice" has the meaning set forth in Section 6.3
hereof.

         "Agreement" has the meaning set forth in the preamble hereto.

         "Assets" has the meaning set forth in Section 1.1 hereof.

         "Assignment and Assumption Agreement" means that certain Bill of Sale,
Assignment and Assumption Agreement to be entered into among the parties at
Closing effecting the sale of the Assets to Acquiror hereunder.

         "Assumed Liabilities" has the meaning set forth in Section 1.5(b)
hereof.

         "Business Day" shall mean any day other than a day on which banks in
the State of Texas or the State of New York are authorized or obligated to be
closed.

         "Claim" means a right to payment or property, whether or not the right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured.

         "Closing" means a meeting, which will be held in accordance with
Section 1.6 hereof, of all Persons interested in the transactions contemplated
by the Agreement at which all documents deemed necessary by the parties to the
Agreement to evidence the fulfillment or waiver of all conditions precedent to
the consummation of the transactions contemplated by the Agreement are executed
and delivered.

         "Closing Date" means the date of the Closing as determined pursuant to
Section 1.6 hereof; provided, however, that if the Closing Date shall fall on a
date that is not a Business Day, the next following Business Day shall be the
Closing Date.

         "Closing Date Payment" has the meaning set forth in Section 1.3 hereof.

         "Closing Inventory" has the meaning set forth in Section 3.30 hereof.

         "Closing Inventory Minimum" has the meaning set forth in Section 3.30
hereof.

         "Closing Inventory Target" has the meaning set forth in Section 3.30
hereof.

         "Closing Month Revenue" has the meaning set forth in Section 3.28
hereof.

         "Closing Month Revenue Minimum" has the meaning set forth in Section
3.28 hereof.

         "Closing Month Revenue Target" has the meaning set forth in Section
3.28 hereof.

         "Closing Three Month Revenue" has the meaning set forth in Section 3.27
hereof.

         "Closing Three Month Revenue Minimum" has the meaning set forth in
Section 3.27 hereof.

         "Closing Three Month Revenue Target" has the meaning set forth in
Section 3.27 hereof.

         "Closing Weekly Revenue" has the meaning set forth in Section 3.29
hereof.

         "Closing Weekly Revenue Minimum" has the meaning set forth in Section
3.29 hereof.

         "Closing Weekly Revenue Target" has the meaning set forth in Section
3.29 hereof.

         "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and Regulations promulgated thereunder.

        "Commission" means the United States Securities and Exchange Commission.

         "Company" means Rent-Way, Inc., a Pennsylvania corporation, and its
successors and assigns.

         "Company Basket" has the meaning set forth in Section 8.6 hereof.

         "Company Employee Benefit Plans" has the meaning set forth in Section
3.24 hereof.

         "Company ERISA Affiliate" has the meaning set forth in Section 3.24
hereof.

         "Company Names" has the meaning set forth in Section 6.2 hereof.

         "Company's Audited Consolidated Financial Statements" means the
consolidated balance sheets of the Company and its Subsidiaries as of September
30, 2000 and September 30, 2001 and the related consolidated statements of
operations, shareholders equity and cash flows for the years ended September 30,
1999, 2000 and 2001, together with the notes thereto, all as audited by
Pricewaterhouse Coopers, LLP, the Company's independent accountants, under their
report with respect thereto dated December 20, 2001, and included in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
2001 filed with the Commission.

         "Company's Consolidated Balance Sheet" means the consolidated balance
sheet of the Company as of September 30, 2001, included in the Company's
Consolidated Financial Statements.

         "Company's Consolidated Financial Statements" means the Company's
Audited Consolidated Financial Statements and the Company's Unaudited
Consolidated Financial Statements.

         "Company's Unaudited Consolidated Financial Statements" means the
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
June 30, 2002 and the related consolidated statements of income, stockholder
equity and cash flows for the three month periods ended June 30, 2002 and June
30, 2001, together with the notes thereto, included in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 filed with the
Commission.

         "Confidentiality Agreement" has the meaning set forth in Section 4.5(a)
hereof.

         "Court" means any court or arbitration tribunal of the United States or
any domestic state, and any political subdivision thereof.

         "Creditor Payment" has the meaning set forth in Section 1.3 hereof.

         "Debt" means liability on a Claim.

         "Designated Date" shall mean the date (or if such date is not a
Business Day, the next following Business Day) that is the earlier of (x)
January 31, 2003 and (y) the date that is the fifth day after the date upon
which all of the conditions to the Closing set forth in Section 5.1(a) and
Section 5.2(n) are satisfied; provided, however, that the Acquiror shall have
been provided, and the Designated Date shall be extended for (i) the entire ten
(10) day period contemplated in Section 1.1(f) with respect to the
identification of vehicles acquired hereunder, (ii) the entire period
contemplated by Section 4.11 pertaining to Acquiror's due diligence right, (iii)
the entire Supplement Review Period to evaluate any Supplemental Schedule as set
forth in Section 4.6(b), (iv) the entire period, including any extension
thereof, contemplated by Section 7.1(g) with respect to the delivery of the
opinions contemplated by Section 5.2(k) and Section 5.2(l); and (v) the five (5)
day period as contemplated by Section 4.10 with respect to the identification of
Acquiror affiliates acquiring the Assets hereunder.

         "Due Diligence Period" has the meaning set forth on Section 4.11
hereof.

         "Employee Termination Date" has the meaning set forth in Section 4.9
hereof.

         "Encumbrances" has the meaning set forth in Section 1.1 hereof.

         "Environmental Law or Laws" means any and all Laws, statutes,
ordinances, rules, Regulations, or Orders of any Governmental Authority
pertaining to human health or the environment currently in effect and applicable
to a specified Person and its Subsidiaries, including but not limited to the
Clean Air Act, as amended, CERCLA, the Federal Water Pollution Control Act, as
amended, the Occupational Safety and Health Act of 1970, as amended, the RCRA,
the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as
amended, the Emergency Planning and Right-to-Know Act, as amended, the Hazardous
Materials Transportation Authorization Act, as amended, the Oil Pollution Act of
1990, as amended, any state or local Laws implementing the foregoing federal
Laws, and all other Laws pertaining to the protection of human health and the
environment (inclusive, in each case, of all regulations issued thereunder). For
purposes of the Agreement, the terms "hazardous substance" and "release" have
the meanings specified in CERCLA; provided, however, that, to the extent the
Laws of the state or locality in which the property is located establish a
meaning for "hazardous substance" or "release" that is broader than that
specified in CERCLA, such broader meaning will apply within the jurisdiction of
such state or locality, and the term "hazardous substance" will include all
dehydration and treating wastes, waste (or spilled) oil, and waste (or spilled)
petroleum products, and (to the extent in excess of background levels)
radioactive material, even if such are specifically exempt from classification
as hazardous substances pursuant to CERCLA or RCRA or the analogous statutes of
any jurisdiction applicable to the specified Person or its Subsidiaries or any
of their respective properties or assets.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the Regulations promulgated thereunder.

         "Excess" has the meaning set forth in Section 8.4(b) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the Regulations promulgated thereunder.

         "Excluded Assets" has the meaning set forth in Section 1.2 hereof.

         "Expenses" means all reasonable out-of-pocket expenses (including all
fees and expenses of counsel, accountants, experts and consultants to a party
hereto and its affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, negotiation, execution and
performance of this Agreement and all other matters related to the consummation
of the transactions contemplated hereby.

         "Extended Due Diligence Period" has the meaning set forth in Section
4.11 hereof.

         "Final Distribution Date" has the meaning set forth in Section 8.4(b)
hereof.

         "Form 8594" means Form 8594, Asset Acquisition Statement under Section
1060 of the Code.

         "GAAP" means accounting principles generally accepted in the United
States consistently applied by a specified Person.

         "Governmental Authority" means any governmental agency or authority
(other than a Court) of the United States or any domestic state, and any
political subdivision or agency thereof, and includes any authority having
governmental or quasi-governmental powers.

         "Holdback Amount" has the meaning set forth in Section 1.3 hereof.

         "HSR Act" means the Hart Scott Rodino Antitrust Improvements Act of
1976, as amended.

         "Idle Inventory" has the meaning set forth in Section 1.1(d) hereof.

         "Indemnity Claim Notice" has the meaning set forth in Section 8.5
hereof.

         "Indemnity Claims" has the meaning set forth in Section 8.2 hereof.

         "Initial Distribution Date" has the meaning set forth in Section 8.4(b)
hereof.

         "Initial Due Diligence Period" has the meaning set forth in Section
4.11 hereof.

         "Initial Investigation Period" has the meaning set forth in Section
4.11 hereof.

         "Insolvent" has the meaning set forth in Section 3.26 hereof.

         "Inventory Condition Indemnity Claim" has the meaning set forth in
Section 8.6(b) hereof.

         "IRS" means the United States Internal Revenue Service.

         "Law" means all laws, statutes, ordinances and Regulations of the
United States, any foreign country, or any domestic or foreign state, and any
political subdivision or agency thereof, including all decisions of Courts
having the effect of Law in such jurisdiction.

         "Leased Employees" has the meaning set forth in Section 6.5 hereof.

         "License" has the meaning set forth in Section 6.2 hereof.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any agreement to give any of the foregoing),
any conditional sale or other title retention agreement, any lease in the nature
thereof or the filing of or agreement to give any financing statement under the
Uniform Commercial Code of any jurisdiction.

         "Net Tax Benefit" means the excess of (i) Taxes that would have been
incurred by the indemnified party if the applicable Indemnity Claim had not been
incurred by the indemnified party, and (ii) the actual Taxes payable by the
indemnified party (such Taxes being determined on a "grossed up" basis after
taking into account amounts calculated to be due hereunder).

         "Non-Competition and Non-Solicitation Agreement" has the meaning set
forth in Section 5.2(g) hereof.

         "Non-Competition Payment" has the meaning set forth in Section 1.3
hereof.

         "Notice Period" has the meaning set forth in Section 8.5 hereof.

         "Operating Subsidiaries" means Rent-Way Michigan and TTIG,
collectively.

         "Operating Subsidiary" means Rent-Way Michigan and TTIG, individually.

         "Order" means any judgment, order or decree of any Court or
Governmental Authority, federal, foreign, state or local.

         "Owned Store" means that certain Company-owned Store located at 1600 S.
Main Street, Little Rock, Arkansas.

         "Owned Store Lease" has the meaning set forth in Section 4.12 hereof.

         "Permit" means any and all permits, licenses, authorizations, orders,
certificates, registrations or other approvals granted by any Governmental
Authority.

         "Permitted Encumbrances" means the following:

            (1)   Liens for Taxes,  assessments and other  governmental  charges
                  not delinquent or which are currently  being contested in good
                  faith by appropriate proceedings;  provided that the specified
                  Person or one of its  Subsidiaries  will have set aside on its
                  books adequate reserves with respect thereto;

            (2)   Mechanics'  and  materialmen's  Liens not filed of record  and
                  similar  charges not  delinquent  or which are filed of record
                  but  are  being   contested  in  good  faith  by   appropriate
                  proceedings;  provided that, in the latter case, the specified
                  Person or one of its  Subsidiaries  will have set aside on its
                  books adequate reserves with respect thereto.

            (3)   Liens in respect of  judgments or awards with respect to which
                  the specified Person or one of its  Subsidiaries  will in good
                  faith  currently be prosecuting an appeal or other  proceeding
                  for  review  and with  respect  to which  such  Person or such
                  Subsidiary will have secured a stay of execution  pending such
                  appeal or such  proceeding  for review;  provided  that,  such
                  Person  or such  Subsidiary  will  have set aside on its books
                  adequate reserves with respect thereto;

            (4)   easements,  leases, reservations or other rights of others in,
                  or minor defects and  irregularities  in title to, property or
                  assets  of a  specified  Person  or any  of its  Subsidiaries;
                  provided that such easements,  leases,  reservations,  rights,
                  defects or  irregularities do not materially impair the use of
                  such  property or assets for the  purposes  for which they are
                  held;

            (5)   any Lien or  privilege  vested in any lessor or  licensor  for
                  rent or other  obligations of a specified Person or any of its
                  Subsidiaries thereunder so long as the payment of such rent or
                  the performance of such obligations is not delinquent; and

            (6)   encumbrances which secure deposits of public funds as required
                  by Law.

         "Permitted Transferee" has the meaning set forth in Section 6.2 hereof.

         "Person" means an individual, partnership, limited liability company,
corporation, joint stock company, trust, estate, joint venture, association or
unincorporated organization, or any other form of business or professional
entity, but does not include a Governmental Authority or Court.

         "Profit and Loss Statement" and "Profit and Loss Statements" each has
the meaning set forth in Section 3.6(a) hereof.

         "Purchase Price" has the meaning set forth in Section 1.3 hereof.

         "Purchase Price Reduction" has the meaning set forth in Section 1.3(b)
hereof.

         "Reasonably Equivalent Value Opinion" has the meaning set forth in
Section 4.8 hereof.

         "Regulation" means any rule or regulation of any Governmental Authority
having the effect of Law.

         "Relevant Group" has the meaning set forth in Section 3.23(b) hereof.

         "Rent-Way Michigan" means Rent-Way of Michigan, Inc., a Delaware
corporation and wholly owned subsidiary of the Company.

         "Rental Purchase Agreements" has the meaning set forth in Section
1.1(a) hereof.

         "Reports" means, with respect to a specified Person, all reports,
registrations, filings and other documents and instruments required to be filed
by the specified Person or any of its Subsidiaries with any Governmental
Authority (other than the Commission).

         "Revenue Purchase Price Reductions" has the meaning set forth in
Section 1.3(b)(ii) hereof.

         "SEC Reports" means (i) all Annual Reports on Form 10-K promulgated
under the Exchange Act, (ii) all Quarterly Reports on Form 10-Q promulgated
under the Exchange Act, (iii) all proxy statements relating to meetings of
shareholders (whether annual or special), (iv) all Current Reports on Form 8-K
promulgated under the Exchange Act and (v) all other reports, schedules,
registration statements or other documents required to be filed during a
specified period by a Person with the Commission pursuant to the Securities Act
or the Exchange Act.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the Regulations promulgated thereunder.

         "Schedule Supplement" has the meaning set forth in Section 4.6(b)
hereof.

         "Short Average Monthly Revenue Amount" has the meaning set forth in
Section 1.3(b)(i) hereof.

         "Short Average Monthly Revenue Amount Adjustment" has the meaning set
forth in Section 1.3(b)(i) hereof.

         "Short Inventory Amount" has the meaning set forth in Section
1.3(b)(iv) hereof.

         "Short Inventory Amount Adjustment" has the meaning set forth in
Section 1.3(b)(iv) hereof.

         "Short Monthly Revenue Amount" has the meaning set forth in Section
1.3(b)(ii) hereof.

         "Short Monthly Revenue Amount Adjustment" has the meaning set forth in
Section 1.3(b)(ii) hereof.

         "Short Weekly Revenue Amount" has the meaning set forth in Section
1.3(b)(iii) hereof.

         "Short Weekly Revenue Amount Adjustment" has the meaning set forth in
Section 1.3(b)(iii) hereof.

         "Solvency Opinion" has the meaning set forth in Section 4.7 hereof.

         "Store" and "Stores" has the meaning set forth in the Recitals.

         "Store Lease" has the meaning set forth in Section 3.8 hereof.

         "Subsidiary" of a specified Person means any corporation, partnership,
limited liability company, joint venture or other legal entity of which the
specified Person (either alone or through or together with any other Subsidiary)
owns, directly or indirectly, twenty-five percent (25%) or more of the stock or
other equity or partnership interests the holders of which are generally
entitled to vote for the election of the board of directors or other governing
body of such corporation or legal entity.

         "Supplement Review Period" has the meaning set forth in Section 4.6(b)
hereof.

         "Tax" has the meaning set forth in Section 3.23(a) hereof.

         "Tax Return" has the meaning set forth in Section 3.23(a) hereof.

         "Taxes" has the meaning set forth in Section 3.23(a) hereof.

         "Terminating Acquiror Breach" has the meaning set forth in Section
7.1(d) hereof.

         "Terminating Company Breach" has the meaning set forth in Section
7.1(c) hereof.

         "Termination Fee" has the meaning set forth in Section 7.3(b) hereof.

         "Third Party Claim" has the meaning set forth in Section 8.5 hereof.

         "Transition Period" has the meaning set forth in Section 6.3 hereof.

         "Transition Personnel" has the meaning set forth in Section 6.4 hereof.

         "TTIG" means Rent-Way of TTIG, L.P., an Indiana limited partnership and
wholly owned subsidiary of the Company.

         "Undisclosed Liabilities" has the meaning set forth in Section 3.6(c)
hereof.

9.2 Notices. All notices and other communications given or made pursuant hereto
shall be in writing and will be deemed to have been duly given, upon receipt, if
delivered personally (including by courier or overnight courier), mailed by
registered or certified mail (postage prepaid, return receipt requested) to the
parties at the following addresses, or sent by electronic transmission to the
telecopier number specified below:

                (a)        if to the Acquiror:

                           Rent-A-Center, Inc.
                           5700 Tennyson Parkway, 4th Floor
                           Plano, Texas  75024
                           Attention:  Chief Executive Officer
                           Telecopy:   972-943-0116

                           With a copy to:

                           Winstead Sechrest & Minick P.C.
                           5400 Renaissance Tower
                           1201 Elm Street
                           Dallas, Texas  75270
                           Attention:  Thomas W. Hughes, Esq.
                           Telecopy:   214-745-5390

                (b)        if to the Company or the Operating Subsidiaries:

                           Rent-Way, Inc.
                           One Rent Way Place
                           Erie, Pennsylvania  16505
                           Attention:  Chief Executive Officer
                           Telecopy:   814-461-5401

                           With a copy to:

                           Hodgson Russ, LLP
                           One M&T Plaza, Suite 2000
                           Buffalo, New York  14203-2391
                           Attention:  John J. Zak, Esq.
                           Telecopy:   716-849-0349

or to such other address or telecopier number as any party may, from time to
time, designate in a written notice given in like manner. Notice given by the
telecopier will be deemed delivered on the day the sender receives telecopier
confirmation that such notice was reached at the telecopier number of the
addressee. Notices delivered personally shall be deemed delivered as of actual
receipt and mailed notices shall be deemed delivered three days after mailing.

9.3 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. References to Sections and Articles refer to sections and
articles of this Agreement unless otherwise stated.

9.4 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of Law or public policy, all
other conditions and provisions of this Agreement will nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the extent possible.

9.5 Entire Agreement. This Agreement (together with all other documents and
instruments referred to herein) constitutes the entire agreement among the
parties, and supersedes all other prior agreements and undertakings, both
written and oral, among the parties with respect to the subject matter hereof.

9.6 Assignment. This Agreement may not be assigned by operation of Law or
otherwise, except that Acquiror may assign, transfer or convey this Agreement
and the rights, interests and obligations hereof to any Subsidiary of Acquiror
provided that the Acquiror remains bound hereunder.

9.7 Parties in Interest. This Agreement will be binding upon and inure solely to
the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to or will confer upon any other Person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.

9.8 Failure or Indulgence Not Waiver; Remedies Cumulative; Specific Performance.
No failure or delay on the part of any party hereto in the exercise of any right
hereunder will impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor will any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not alternative to or exclusive to,
and not exclusive of, any rights or remedies otherwise available.
Notwithstanding anything to the contrary contained herein, and without limiting
any other rights of the Acquiror hereunder, whether in law or in equity, the
parties agree that Acquiror shall be entitled to the remedy of specific
performance to enforce the obligations of the Company and of the Operating
Subsidiaries hereunder.

9.9 Governing Law. THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS
CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW PRINCIPLES). COURTS
WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION OVER ANY AND ALL DISPUTES
BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED
HEREBY. THE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH
COURTS. EACH OF THE PARTIES HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH
DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (i)
SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (ii)
SUCH PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY
SUCH COURTS OR (iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN
INCONVENIENT FORUM.

9.10 Counterparts. This Agreement may be executed in multiple counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed will be deemed to be an original but all of which taken together will
constitute one and the same agreement.

9.11 No Consequential Damages. Notwithstanding anything to the contrary
elsewhere in this Agreement, no party (or its affiliates) shall, in any event,
be liable to any other party (or its affiliates) for any consequential damages,
including, but not limited to, loss of revenue or income, cost of capital, or
loss of business reputation or opportunity relating to the breach or alleged
breach of this Agreement.

                  [Remainder of page intentionally left blank]



<PAGE>


                            ASSET PURCHASE AGREEMENT

                                 Signature Page

         IN WITNESS WHEREOF, the Acquiror, the Company and the Operating
Subsidiaries have executed or caused this Agreement to be executed on the date
first written above.

                                       RENT-A-CENTER, INC.


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                               ---------------------------------


                                       RENT-WAY, INC.


                                       By:
                                         ---------------------------------------
                                         Name:
                                             -----------------------------------
                                         Title:
                                             -----------------------------------

                                       RENT-WAY OF MICHIGAN, INC.


                                       By:
                                         ---------------------------------------
                                         Name:
                                             -----------------------------------
                                         Title:
                                             -----------------------------------

                                       RENT-WAY OF TTIG, L.P.

                                       By: Rent-Way Development, Inc.,
                                           its general partner


                                           By:
                                             -----------------------------------
                                           Name:
                                               ---------------------------------
                                           Title:
                                                --------------------------------


















<PAGE>


                                   Exhibit "A"

            Form of Bill of Sale, Assignment and Assumption Agreement

         THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of ____________, 2003, is made and delivered pursuant to
Section 1.3 of that certain Asset Purchase Agreement, dated as of December 17,
2002 (the "Asset Purchase Agreement"), by and between RENT-WAY, INC., a
Pennsylvania corporation (the "Company"), RENT-WAY OF MICHIGAN, INC., a Delaware
corporation and wholly owned subsidiary of the Company ("Rent-Way Michigan"),
RENT-WAY OF TTIG, L.P., an Indiana limited partnership and indirect wholly owned
subsidiary of the Company ("TTIG" and together with Rent-Way Michigan, the
"Operating Subsidiaries"), and RENT-A-CENTER, INC., a Delaware corporation (the
"Acquiror"). Unless otherwise indicated, capitalized terms used and not defined
herein are as defined in the Asset Purchase Agreement.

         WHEREAS, the Asset Purchase Agreement provides for Acquiror's
acquisition of the Assets, as well as the assumption by Acquiror of the Assumed
Liabilities.

         NOW, THEREFORE, pursuant to the Asset Purchase Agreement and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:

         1. Each of the Company and the Operating Subsidiaries hereby sells,
transfers, assigns, conveys and delivers to Acquiror, its successors and
assigns, forever, without recourse, and except as set forth in the Asset
Purchase Agreement, without representation or warranty, all of such entity's
right, title and interest in and to the Assets, in each case free and clear of
any and all Encumbrances.

         2. It is understood and agreed that the Company and the Operating
Subsidiaries are not transferring or assigning to Acquiror any right, title or
interest in or to any of the Excluded Assets.

         3. Each of the Company and the Operating Subsidiaries, for itself and
for its successors and assigns, hereby covenants and agrees that, without
further consideration, at any time and from time to time after the date hereof,
it will promptly execute and deliver to Acquiror such further instruments of
sale, conveyance, assignment and transfer, and take such other action, all upon
the reasonable request of Acquiror, in order to more effectively sell, convey,
grant, assign, transfer and deliver all or any portion of the Assets to
Acquiror, and to assure and confirm to any other person the ownership of the
Assets by Acquiror, and to permit Acquiror to exercise any of the franchises,
rights, licenses or privileges intended to be sold, conveyed, assigned,
transferred and delivered by such entity to Acquiror pursuant to this Agreement.

         4. Subject to the terms of the Asset Purchase Agreement, including
without limitation, the limits and conditions set forth in Section 1.5(b)
thereof, Acquiror hereby assumes and agrees to pay, perform, discharge, and
satisfy all of the Assumed Liabilities. Acquiror, for itself and its successors
and assigns, hereby covenants and agrees that, without further consideration, at
any time and from time to time after the date hereof, it will execute and
deliver to the Company and the Operating Subsidiaries such further instruments
of assumption, and take such other action, all upon the reasonable request of
any of the Company or the Operating Subsidiaries, in order more effectively to
assume or evidence the assumption of the Assumed Liabilities by Acquiror, and to
assure and confirm to any other person the assumption of the Assumed Liabilities
by Acquiror.

         5. This Agreement is in accordance with and is subject to all of the
representations, warranties, covenants, exclusions and indemnities set forth in
the Asset Purchase Agreement, all of which are incorporated herein by reference.
In the event of a conflict between the provisions of this Agreement and the
provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase
Agreement shall govern.

         6. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the internal
substantive laws of the State of Texas without giving effect to conflict of laws
principles thereof.

         [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]





<PAGE>


         IN WITNESS WHEREOF, the Company, the Operating Subsidiaries and the
Acquiror have caused this Agreement to be executed as of the date first above
written.

                                       RENT-WAY, INC.

                                       By:
                                         ---------------------------------------
                                       Name:
                                         ---------------------------------------
                                       Title:
                                         ---------------------------------------


                                       RENT-WAY OF MICHIGAN, INC.

                                       By:
                                         ---------------------------------------
                                       Name:
                                         ---------------------------------------
                                       Title:
                                         ---------------------------------------


                                       RENT-WAY OF TTIG, L.P.

                                       By:  Rent-Way Developments, Inc.
                                       Its: General Partner

                                            By:
                                              ----------------------------------
                                            Name:
                                              ----------------------------------
                                            Title:
                                              ----------------------------------

                                       RENT-A-CENTER, INC.

                                       By:
                                         ---------------------------------------
                                       Name:
                                         ---------------------------------------
                                       Its:
                                         ---------------------------------------






<PAGE>






                                   Exhibit "B"

              Form of Non-Competition and Non-Solicition Agreement

                               NON-COMPETITION AND
                           NON-SOLICITATION AGREEMENT

         THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement")
is made and entered into as of ____________, 2003, by and between RENT-WAY,
INC., a Pennsylvania corporation (the "Company"), RENT-WAY OF MICHIGAN, INC., a
Delaware corporation and wholly owned subsidiary of the Company ("Rent-Way
Michigan"), RENT-WAY OF TTIG, L.P., an Indiana limited partnership and indirect
wholly owned subsidiary of the Company ("TTIG" and together with Rent-Way
Michigan, the "Operating Subsidiaries"), and RENT-A-CENTER, INC., a Delaware
corporation (the "Acquiror"). Unless otherwise indicated, capitalized terms used
and not defined herein are as defined in the Asset Purchase Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Acquiror, the Company and the Operating Subsidiaries have
entered into that certain Asset Purchase Agreement, dated as of December 17,
2002 (the "Asset Purchase Agreement"), pursuant to which Acquiror will acquire
certain assets of the Company and the Operating Subsidiaries as more fully set
forth in the Asset Purchase Agreement (the "Assets"); and

         WHEREAS, pursuant to the terms and conditions of the Asset Purchase
Agreement, Acquiror will acquire the Assets from certain stores operated by the
Company and the Operating Subsidiaries (each of which is herein referred to as a
"Store" and all of which are listed by location on Schedule 1.1 to the Asset
Purchase Agreement), which are engaged in the rent-to-own business (the
"Business"); and

         WHEREAS, pursuant to Section 5.2(g) of the Asset Purchase Agreement,
Acquiror's purchase of the Assets is conditioned upon the Company's and the
Operating Subsidiaries' execution and delivery of a non-competition and
non-solicitation agreement; and

         WHEREAS, pursuant to Section 1.3 of the Asset Purchase Agreement, the
Acquiror has agreed to pay to the Company and the Operating Subsidiaries a
Non-Competition Payment of $500,000 in addition to other good and valuable
consideration in connection with the execution and delivery of such
non-competition and non-solicitation agreement; and

         WHEREAS, the Acquiror, the Company and the Operating Subsidiaries
acknowledge that the value of the Assets includes, without limitation, goodwill
associated with such Assets at the Stores where such Assets are located, which
is of limited or no value without the non-competition and non-solicitation
promises contained herein.

         NOW, THEREFORE, in consideration of the premises and other
consideration as herein recited, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. Covenant Not to Compete. For a period of four (4) years after the
Closing Date, the Company and the Operating Subsidiaries each covenant and agree
that they shall not (i) directly or indirectly, including without limitation in
the capacity of owner, partner, shareholder, investor, franchisor, franchisee,
consultant, lender, or advisor, alone or with others, engage in the business of
rent-to-own, rental, lease-purchase, or retail transactions within a seven (7)
mile radius around each Store; (ii) solicit for the purpose of the activities
described in (i) above, any customer of the Stores reflected on the customer
lists set forth in Section 1.1(g) of the Asset Purchase Agreement or those
customers of the Stores who are parties to Rental Purchase Agreements as of the
Closing Date; and (iii) operate any business within any of the above radiuses
that competes with any of Acquiror's rent-to-own stores or the rent-to-own
stores of any affiliate of Acquiror in any way; provided, however, that clauses
(i) and (iii) above shall not apply to those stores (excluding the Stores) owned
and operated by the Company, the Operating Subsidiaries or any of their
affiliates as of the Closing Date. This Section 1 shall not be deemed to
prohibit the Company or the Operating Subsidiaries from complying with their
respective duties and obligations as set forth in the Asset Purchase Agreement
with respect to (y) the Account Stores during the Transition Period; or (z) the
Leased Employees or any other of their respective duties or obligations related
to the Acquired Stores during the Transition Period.

         2. Agreement Concerning Employees. For a period of two years following
the Closing Date, the Company and the Operating Subsidiaries each covenant and
agree that they will not, and will not permit any subsidiary or other affiliate
of the Company or the Operating Subsidiaries to, directly or indirectly
(including without limitation as an owner, partner, shareholder, investor,
franchisor, franchisee, lender, consultant or advisor), alone or with others,
solicit for employment, hire, employ or otherwise provide compensation for or to
any Person who was an employee of the Company or the Operating Subsidiaries at
any Store on the Closing Date; provided, however, that the Company and the
Operating Subsidiaries may, upon the expiration of the Transition Period,
solicit any Person who was an employee of the Company or any Operating
Subsidiary on the Closing Date, so long as such Person was not offered
employment by the Acquiror on or promptly after the end of the Transition
Period. This Section 2 shall not be deemed to prohibit the Company's or the
Operating Subsidiaries' (y) employment of or otherwise providing compensation
for any employee at any Account Store as the same shall be necessary for the
Company or the Operating Subsidiaries, as the case may be, to comply with their
respective duties and obligations related to the Account Stores during the
Transition Period as set forth in the Asset Purchase Agreement; or (z) from
complying with their respective duties and obligations with respect to the
Leased Employees or complying with any other of their respective duties and
obligations related to the Acquired Stores during the Transition Period as set
forth in the Asset Purchase Agreement.

         3. Payment. As contemplated by Section 1.3(a) of the Asset Purchase
Agreement, Acquiror shall pay the Non-Competition Payment to the Company at
Closing.

         4. Enforcement. The parties hereto agree that the covenants of each of
the Company and the Operating Subsidiaries contained in this Agreement are
special and unique, that a breach of any term or provision in this Agreement may
cause irreparable injury to Acquiror and that remedies at law for the breach of
any provision of this Agreement will be inadequate and that, in addition to any
other remedies it may have in the event of breach, Acquiror shall be entitled to
enforce specific performance of the terms and provisions of this Agreement, to
obtain temporary and permanent injunctive relief to prevent the continued breach
of such provisions without the necessity of posting bond or proving actual
damage. The covenants in this Agreement are independent, and the existence of
any claim or cause of action of the Company or the Operating Subsidiaries or any
other affiliate of the Company or the Operating Subsidiaries against Acquiror,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement of this Agreement by Acquiror.

         5. Separate Covenants. The parties hereto intend that the covenants
contained in Sections 1 and 2 of this Agreement be construed as a series of
separate covenants, one for each defined region in each geographic area in which
any Store is located. Except for geographic coverage, each such separate
covenant shall be deemed identical in terms to the covenants contained in
Sections 1 and 2 hereof. If, in any judicial proceeding, a court shall refuse to
enforce any of such separate covenants, then the unenforceable covenant(s) shall
be deemed eliminated from these provisions for the purpose of those proceedings
to the extent necessary to permit the remaining separate covenants to be
enforced; provided, however, in the event any such unenforceability is caused by
such separate covenant(s) being held to be excessively broad as to duration,
geographical scope, activity or subject, such separate covenant(s), at the
option of Acquiror, shall remain a part of this Agreement and shall be construed
by limiting and reducing it so as to be enforceable to the extent compatible
with the then applicable law.

         6. Tolling of Term. If, during any calendar month within the term of
this Agreement, any of the Company or the Operating Subsidiaries is not in
compliance with the terms of this Agreement, Acquiror shall be entitled to,
among other remedies, compliance by the Company and the Operating Subsidiaries
with the terms of this Agreement for an additional number of calendar months
that equals the number of calendar months during which such noncompliance
occurred.

         7. Reasonableness of Restrictions. The Company and the Operating
Subsidiaries each acknowledge that the geographic boundaries, scope of
prohibited activities, and time duration of the provisions of Sections 1 and 2
are reasonable and are no broader than are necessary to maintain and protect the
legitimate business interests of Acquiror.

         8. Integration. This Agreement represents the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof,
and all other written or oral agreements relating to the subject matter hereof
are hereby superseded.

         9. Amendment; Waiver. No modification or amendment hereof shall be
valid and binding unless it be in writing and signed by the parties hereto. The
waiver of any provision hereof shall be effective only in the specific instance
and for the particular purpose for which it was given. No failure to exercise,
and no delay in exercising, any right or power hereunder shall operate as a
waiver thereof.

         10. Benefit; Assignment. No party may assign, by operation of law or
otherwise, any of its rights or delegate any of its obligations hereunder
without the prior written consent of the other parties, except that Acquiror may
assign any of its rights and delegate any of its obligations hereunder to any
entity controlled by the Acquiror and may collaterally assign its rights
hereunder to any financial institution providing financing to Acquiror. Subject
to the foregoing, this Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors.

         11. Invalid Provisions. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term of this Agreement, such provision shall be fully severable and
this Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid, or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision, at the option of Acquiror, there shall be
added as a part of this Agreement a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.

         12. Governing Law. This Agreement is to be interpreted and enforced
according to the laws of the State of Texas, without giving effect to the
principles of conflict of laws thereof.

         13. Costs. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs, and necessary disbursements in addition to
any other relief to which it may be entitled.

         14. Remedies Cumulative. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise. The election of any one or more remedies by any party
hereto shall not constitute a waiver of the right to pursue other available
remedies.

         15. Affiliates. As used herein, the term "affiliate" means any firm,
person, partnership, joint venture, corporation, unincorporated association, or
other entity (collectively, a "Person") controlling, controlled by, or under
common control with, the subject Person.

         16. Multiple Counterparts. This Agreement may be executed in a number
of identical counterparts, each of which for all purposes is to be deemed an
original, and all of which constitute collectively, one Agreement; but in making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.

         17. Cumulative Rights. The rights of the parties under this Agreement
are cumulative and in addition to all similar and other rights of the parties
under other agreements between them, or among them and others.

         [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]





<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                                RENT-WAY, INC.

                                       By:
                                         ---------------------------------------
                                       Name:
                                         ---------------------------------------
                                       Title:
                                         ---------------------------------------


                                       RENT-WAY OF MICHIGAN, INC.

                                       By:
                                         ---------------------------------------
                                       Name:
                                         ---------------------------------------
                                       Title:
                                         ---------------------------------------


                                       RENT-WAY OF TTIG, L.P.

                                       By:  Rent-Way Developments, Inc.
                                       Its: General Partner

                                            By:
                                              ----------------------------------
                                            Name:
                                              ----------------------------------
                                            Title:
                                              ----------------------------------

                                       RENT-A-CENTER, INC.

                                       By:
                                       Name:
                                       Title:








<PAGE>






                                   Exhibit "C"

                    Form of Opinion of Counsel to the Company

                                 [Closing Date]

Rent-A-Center, Inc.
5700 Tennyson Parkway
Third Floor
Plano, Texas  75024

     Re:   Acquisition  of  Certain  Assets  of  Rent-Way,   Inc.,  Rent-Way  of
           Michigan, Inc. and Rent-Way of TTIG, L.P. by Rent-A-Center, Inc.

Ladies and Gentlemen:

         We have acted as counsel to Rent-Way, Inc., a Pennsylvania corporation
(the "Company"), and certain of its subsidiaries in connection with that certain
Asset Purchase Agreement, dated as of December 17, 2002 (the "Agreement"), by
and among the Company, Rent-A-Center, Inc., a Delaware corporation
("Rent-A-Center"), Rent-Way of Michigan, Inc., a Delaware corporation ("RentWay
Michigan"), Rent-Way of TTIG, L.P., an Indiana limited partnership ("TTIG") (the
Company, RentWay Michigan and TTIG shall hereinafter be referred to collectively
as the "Sellers"). This Opinion Letter is provided to you pursuant to Section
5.2(m) of the Agreement. Except as otherwise indicated herein, capitalized terms
used in this Opinion Letter are defined as set forth in the Agreement or the
Accord (see below).

         This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.

         The law covered by the opinions expressed herein is limited to the
Federal Law of the United States and the Law of the State of New York. To the
extent that matters covered by this Opinion Letter are governed by the laws of
any other jurisdiction, we have assumed, with your permission, for purposes of
this Opinion Letter that such laws are identical to the laws of the State of New
York. Accordingly, the opinions expressed herein concerning the Transaction
Documents governed by laws other than the State of New York, including, without
limitation, the opinion expressed in paragraph 3 below, are given as if the laws
of the State of New York governs without regard to the fact that such
Transaction Documents provide that the laws of such jurisdiction shall govern
the Transaction Documents.

         As to questions of fact material to such Opinions, we have, where
relevant facts were not independently verified or established, relied upon
certifications by officers of each of the Sellers, a copy of each of which is
attached as Exhibit "A" to this Opinion Letter (the "Officer's Certificate").

         Other Agreements and Court Orders shall be deemed to refer only to
those Other Agreements that are described on Exhibits "_" and "_" respectively,
to the Officer's Certificate and purporting to identify Material Contracts and
Court Orders.

         The provisions of Sections 1 through 9 and 18 through 21, inclusive, of
the Accord shall be applicable to those opinions expressed below that are not
specifically addressed by the Accord. In addition, the General Qualifications
shall apply to the No Violation of Law Opinion expressed in Paragraph 5 below.

         Based upon and subject to the foregoing and the other qualifications
and limitations stated in this Opinion Letter, we are of the opinion that:

         (1)      The Company is a corporation, validly existing and in good
                  standing under the laws of the State of Pennsylvania. RentWay
                  Michigan is a corporation, validly existing and in good
                  standing under the laws of the state of Delaware. TTIG is a
                  limited partnership, validly existing and in good standing
                  under the laws of the State of Indiana.

         (2)      Each of the Sellers has the corporate or partnership power and
                  authority to execute, deliver, and perform its respective
                  obligations under the Agreement. The Agreement has been duly
                  authorized by all necessary corporate or partnership action on
                  the part of each of the Sellers and has been duly executed and
                  delivered by each of the Sellers.

         (3)      The Agreement is enforceable against each of the Sellers.

         (4)      Execution and delivery by each of the Sellers of, and
                  performance of their respective agreements in, the Agreement
                  do not (i) violate any of their Constituent Documents, breach,
                  or result in a default under, any existing obligation of any
                  of the Sellers under any Other Agreements, or (ii) breach or
                  otherwise violate any existing obligation of any of the
                  Sellers under any Court Order.

         (5)      Execution and delivery by each of the Sellers of, and
                  performance of their respective agreements in, the Agreement
                  do not violate applicable provisions of statutory law or
                  regulation.

         (6)      No consent, approval, waiver, license or authorization or
                  other action by or filing with any governmental authority is
                  required under state or federal statutes or regulations in
                  connection with the execution and delivery by each of the
                  Sellers of the Agreement, except for those already obtained or
                  completed.

         We hereby confirm to you that there are no actions or proceedings
against any of the Sellers pending before any court, governmental agency or
arbitrator which (i) seek to affect the enforceability of the Agreement, or (ii)
except as disclosed in the disclosure schedules to the Agreement or as disclosed
on Exhibit "_" of the Officer's Certificates, involve asserted claims in excess
of $5,000, which may affect the ability of the Sellers to transfer title to the
Assets to Acquiror free and clear of all Encumbrances (except Permitted
Encumbrances).

         This Opinion Letter may be relied upon by you only in connection with
the Transaction and may not be used or relied upon by you or any other person
for any purpose whatsoever, except to the extent authorized in the Accord,
without in each instance our prior written consent.

                                        Very truly yours,

                                        Hodgson Russ, LLP

                                        By:
                                          --------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                --------------------------------






<PAGE>


                                   Exhibit "D"

                     Form of Opinion of Counsel to Acquiror



                                 [Closing Date]

Rent-Way, Inc.
One RentWay Place
Erie, Pennsylvania  16505


     Re:   Acquisition of Certain Assets of each of Rent-Way,  Inc., Rent-Way of
           Michigan, Inc. and Rent-Way of TTIG, L.P. by Rent-A-Center, Inc.

Ladies and Gentlemen:

         We are counsel to Rent-A-Center, Inc., a Delaware corporation (the
"Acquiror"), in connection with that certain Asset Purchase Agreement, dated as
of December 17, 2002 (the "Agreement"), by and among the Acquiror, Rent-Way,
Inc., a Pennsylvania corporation ("Rent-Way"), Rent-Way of Michigan, Inc., a
Delaware corporation ("RentWay Michigan"), and Rent-Way of TTIG, L.P., an
Indiana limited partnership ("TTIG") (Rent-Way, RentWay Michigan and TTIG shall
hereinafter be referred to collectively as the "Sellers"). This Opinion Letter
is provided to you pursuant to Section 5.3(f) of the Agreement. Except as
otherwise indicated herein, capitalized terms used in this Opinion Letter are
defined as set forth in the Agreement or the Accord (see below).

         Except as modified in this paragraph, this Opinion Letter is governed
by, and shall be interpreted in accordance with, the Legal Opinion Accord (the
"Accord") of the ABA Section of Business Law (1991). As a consequence, it is
subject to a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all as more particularly described in the
Accord, and this Opinion Letter should be read in conjunction therewith. The law
covered by the opinions expressed herein is limited to the Federal Law of the
United States, the Law of the State of Texas and the Delaware General
Corporation Law.

         As to questions of fact material to such Opinions, we have, where
relevant facts were not independently verified or established, relied upon
inquiry of officers of the Acquiror.

         The provisions of Sections 1 through 9 and 18 through 21, inclusive, of
the Accord shall be applicable to those opinions expressed below that are not
specifically addressed by the Accord.

         Based upon and subject to the foregoing and the other qualifications
and limitations stated in this Opinion Letter, we are of the opinion that:

         [1] The Acquiror is a corporation, validly existing and in good
standing under the laws of the State of Delaware.

         [2] The Acquiror has the corporate power and authority to execute,
deliver, and perform its obligations under the Agreement. The Agreement has been
duly authorized by all necessary corporate action on the part of the Acquiror
and has been duly executed and delivered by the Acquiror.

         [3] The Agreement is enforceable against the Acquiror.

         [4] The execution and delivery by the Acquiror of, and performance of
its agreements in, the Agreement do not violate the Constituent Documents of
Acquiror.

         [5] No consent, approval, waiver, license or authorization or other
action by or filing with any governmental authority is required under Texas or
federal statutes or regulations in connection with the execution and delivery by
the Acquiror of the Agreement, except for those already obtained or completed.

         We hereby confirm to you that there are no actions or proceedings
against the Acquiror pending before any court, governmental agency or arbitrator
which seek to affect the enforceability of the Agreement.

         This Opinion Letter may be relied upon by you only in connection with
the Transaction and may not be used or relied upon by you or any other person
for any purpose whatsoever, except to the extent authorized in the Accord,
without in each instance our prior written consent.

                                       Very truly yours,



                                       WINSTEAD SECHREST & MINICK P.C.