AMENDMENT TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and
entered on May 6, 1996, effective February 29, 1996 (the "Effective Date"), by
and between BOOK CENTERS, INC., an Oregon corporation (the "Corporation"), and
DANIEL P. HALLORAN (the "Employee").

                                   RECITALS:
                                   --------

          A.  Corporation and Employee entered into an Employment Agreement
(the "Agreement") dated January 1, 1992;

          B.  Employee has deferred and continues to defer the payment of a
part of the salary due and owing to Employee under the Agreement (collectively,
the "Deferred Salary") in order to permit the Corporation to pay interest on
its indebtedness and to finance its operations;

          C.  Corporation desires to pay the Deferred Salary in shares of
common stock of the Corporation in lieu of the payment thereof in cash; and

          D.  Employee desires to accept the issuance of shares of the
Corporation's common stock in payment of the Deferred Salary, upon the terms
and conditions set forth herein.

          NOW, THEREFORE, it is agreed as follows:

          1.  Continued Effectiveness.  Except as expressly modified by this
Amendment, all terms, conditions, agreements, and covenants set forth in the
Agreement are hereby ratified and confirmed and shall continue in full force
and effect.

          2.  Defined Terms.  Unless otherwise defined herein, capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.

          3.  Issuance of Shares.  Corporation shall issue to Employee as of
the Effective Date hereof Two Hundred Sixty Thousand Seven Hundred Sixty-Seven
(260,767) shares of the Corporation's common stock (the "Shares") in payment of
the amount of Twenty-Three Thousand Four Hundred Sixty-Nine Dollars ($23,469),
representing the Deferred Salary for the period January 1, 1992, through
December 31, 1996.  The issuance of the Shares shall be in full satisfaction of
the payment of the Deferred Salary.  Corporation shall deliver to Employee a
stock certificate for such Shares concurrently with the execution hereof.

          4.  Investment Intent.  The Shares being acquired under this
Agreement are being acquired for Employee's own account and not with the view
to, or for resale in connection with, any 

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distribution or public offering thereof within the meaning of the Securities
Act of 1933.  Employee understands that the Shares have not been registered
under the Securities Act of 1933 in reliance upon an exemption from
registration.  Employee understands that the Shares must be held indefinitely,
unless the Shares subsequently are registered under the Securities Act of 1933
or unless an exemption from registration is otherwise available.  Employee
understands that the Corporation is not obligated to register the Shares.

          5.  Application of Agreement to Successor Lender.  All references in
the Agreement to the Ambassador Factors Division of Fleet Factors Corp or
Ambassador shall mean Centennial Bank, Security Agreements shall mean those
certain Loan Agreements dated June 28, 1995, between Centennial Bank and
Academic Book Center, Inc. and any and all other agreements or other documents
executed thereunder or in connection therewith, and Ambassador Guaranty shall
mean the guaranty Employee executed and delivered to Centennial Bank under and
in connection with such Loan Agreements.

          IN WITNESS WHEREOF, the Corporation and Employee have executed this
Amendment as of the date set forth above.

                                   CORPORATION:

                                   BOOK CENTERS, INC.


                                   By:________________________________________
                                   Title:_____________________________________

                                   EMPLOYEE:


                                   ___________________________________________
                                   Daniel P. Halloran

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