AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT

                          Crowley, Milner and Company
                           1992 Incentive Stock Plan

       This AMENDMENT NO. 1 TO RESTRICTED STOCK AGREEMENT ("Amendment No. 1")
is made as of March 22, 1995 by and between CROWLEY, MILNER AND COMPANY, a
Michigan corporation ("the Corporation"), and DENNIS P. CALLAHAN (the
"Executive").

                                   Recitals

       1.    Prior to the date hereof, the parties hereto entered into that
certain Restricted Stock Agreement, dated August 24, 1994 (the "Agreement").

       2.    The parties hereto desire to amend the Agreement.

                                   Agreement

       NOW, THEREFORE, in consideration of these premises and subject to the
terms and conditions contained herein and for other consideration, the receipt
of which is hereby acknowledged, the parties agree to amend the Agreement as
follows:

       A.    Performance Objectives.  ANNEX A attached to the Agreement,
relative to the performance objectives, is hereby deleted, amended and
restated in its entirety as follows:

                                   "ANNEX A
                            Performance Objectives

       Effective as of January 28, 1995, February 3, 1996 and February 1,
       1997, as the case may be (each of the foregoing a "Fiscal Year End
       Date"), one-third (1/3) of the shares in the Award (rounded downwards
       to the nearest whole number) shall be automatically forfeited to the
       Corporation and no longer considered part of the shares in the Award
       unless the performance objectives described below (the "Performance
       Objectives") are satisfied with respect to the fiscal year immediately
       preceding each such Fiscal Year End Date; in the event the Performance
       Objectives are satisfied, such one-third (1/3) portion of the shares in
       the Award not so forfeited shall be deemed vested effective as of such
       Fiscal Year End Date corresponding to such Performance Objectives (the
       "Vested Shares"):

             Fiscal Year Ending     Performance Objectives

             January 28, 1995       Net pre-tax earnings of $1.0 million*
             February 3, 1996       Net pre-tax earnings of $1.5 million*
             February 1, 1997       Net pre-tax earnings of $2.0 million*

       * The Corporation's independent certified public accountants shall
       determine whether the Performance Objectives have been satisfied for
       each period in question using generally accepted accounting principles
       then in effect, provided that, in each case, the Performance Objective
       shall be determined before giving effect to any charge related to the
       Award under this Agreement."

       B.    Effective Date.  The effective date of this Amendment No. 1 is
January 28, 1995.

       C.    Continuation of Agreement.  Except as expressly modified or
amended hereby, all of the terms and conditions of the Agreement shall
continue and remain in full force and effect.

       D.    Definitions.  Capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Agreement.

       E.    Counterparts.  This Amendment No. 1 may be executed in any number
of counterparts, each of which shall be treated as an original but all of
which, collectively, shall constitute a single instrument.

       IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the day and year first above written.


                               CROWLEY, MILNER AND COMPANY,
                                 the Corporation

                               By: /S/ MARK A. VANDENBERG
                                  Mark A. VandenBerg, Vice President-Finance

                               /S/ DENNIS P. CALLAHAN
                               DENNIS P. CALLAHAN, the Executive