HeaderA will print on Pages 2-.
  
  
  
  




FooterA will print on pages 2-.
  
  
                             1
  
  11127996
         *** Do not delete this Comment Box or the codes above it
***               Text  should begin immediately below this  line
AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT
  
           AMENDMENT NO. 1, dated as of April 21, 1995, to
  the Intercreditor Agreement, dated as of March 4, 1992 (the
  "Intercreditor Agreement"), among National Bank of Canada
  ("NBC"), as Credit Agreement Agent under the Current Credit
  Agreement, United States Trust Company of New York, as
  Trustee under the Senior Note Indenture ("U.S. Trust") and
  such other persons as may become parties to the
  Intercreditor Agreement as provided therein.  All
  capitalized terms used herein and not otherwise defined
  herein shall have the meaning given to such terms in the
  Intercreditor Agreement.
  
  
                          RECITALS
  
           WHEREAS, Homeland Stores, Inc., a Delaware
  corporation (the "Company"), Union Bank of Switzerland, New
  York Branch ("UBS"), and certain lenders and financial
  institutions have heretofore entered into the Current Credit
  Agreement pursuant to which the Company has granted a
  security interest in certain assets of the Company;
  
           WHEREAS, the Current Credit Agreement has been
  amended and restated, pursuant to which, among other things,
  NBC has replaced UBS as Credit Agreement Agent;
  
           WHEREAS, the Company, Homeland Holding
  Corporation, a Delaware corporation ("Holding"), and the
  Trustee have heretofore entered into the Senior Note
  Indenture and a related security agreement pursuant to which
  the Company and Holding have granted security interests in
  certain of their respective assets;
  
           WHEREAS, holders of majority in principal amount
  of the securities issued pursuant to the Senior Note
  Indenture then outstanding (other than such securities owned
  by the Company or any of its affiliates) have consented to
  the amendments to the Intercreditor Agreement set forth
  herein; and
  
           WHEREAS, pursuant to Section 7 of the
  Intercreditor Agreement, the Parties wish to enter into this
  Amendment No. 1 in order to effect certain amendments to the
  Intercreditor Agreement.
  
           NOW, THEREFORE, in consideration of the foregoing
  and for good and valuable consideration, the receipt and
  sufficiency of which is hereby acknowledged, the Parties
  agree as follows:
  
           Section 1.  Amendment to Section 2(b) of the
  Intercreditor Agreement.  Section 2(b) of the Intercreditor
  Agreement is amended to read in its entirety as follows:
  
           "(b)  Notwithstanding any other provision
          of any Security Document, until the Senior
          Note Indenture has been discharged or
          satisfied, any and all amounts actually
          received by the Credit Agreement Agent or
          lender under any Credit Agreement (i) in
          connection with the enforcement of any
          Security Document relating to Joint
          Collateral or (ii) in connection with a
          distribution in a bankruptcy, insolvency or
          similar proceeding, constituting the proceeds
          of any collection, sale or other disposition
          thereof, shall be transmitted by such Party
          to the Trustee for the benefit of the holders
          of the Senior Notes."
  
           Section 2.  Ratification.  The Intercreditor
  Agreement, as amended by this Amendment No. 1, is hereby in
  all respects ratified and confirmed.
  
           Section 3.  Governing Law.  This Amendment No. 1
  shall be governed by, and construed in accordance with, the
  laws of the State of New York, without regard to conflicts
  of laws principles.
  
           Section 4.  Trust Indenture Act.  To the extent
  applicable, if any provision of this Amendment No. 1 limits,
  qualifies or conflicts with the duties imposed by the
  Trustee by the Trust Indenture Act of 1939, as amended (the
  "TIA"), the TIA shall control.  Any action required to be
  taken in order to comply with the TIA shall be taken by the
  Trustee.
  
           Section 5.  Counterparts.  This Amendment No. 1
  may be executed in any number of counterparts, each of which
  shall, when executed, be deemed to be an original and all of
  which shall be deemed to be one and the same instrument.
           IN WITNESS WHEREOF, the parties hereto have
  executed this Amendment No. 1 as of the date first above
  written.
  
  
                          NATIONAL BANK OF CANADA, as Agent
  under the Current Credit
  Agreement
  
  
  
                          By:   /s/ Larry L. Sears
                               Larry L. Sears
                               Group Vice President
  
  
  
                                                   By:   /s/
                                   David Schreiber
                               David Schreiber
                               Assistant Vice President
  
  
                          UNITED STATES TRUST COMPANY OF NEW
  YORK, as Trustee under the Senior
  Note Indenture
  
  
  
                          By:   /s/ Robert E. Patterson, III
                               Robert E. Patterson, III
                               Assistant Vice President