[LETTERHEAD OF JEFFERIES & COMPANY, INC. APPEARS HERE}




                     CONSENT OF JEFFERIES & COMPANY, INC.

                                            February 10, 1997


Board of Directors
Phar-Mor, Inc.
20 Federal Plaza West
Youngstown, OH  44503

Ladies and Gentlemen:

        We hereby consent to the inclusion of our fairness opinion addressed to 
the Board of Directors of Phar-Mor, Inc. appearing as Annex C to the Proxy 
Statement/Prospectus which is a part of the Registration Statement on Form S-4 
(No. 333-14051) of Cabot Noble, Inc. (the "Registration Statement"), and to the 
references of our firm therein.  In giving such consent we do not thereby admit 
that we come within the category of persons whose consent is required under the 
Securities Act of 1933, as amended, and the rules and regulations of the 
Securities and Exchange Commission (the "Commission") promulgated thereunder nor
do we admit that we are experts with respect to any part of the Registration 
Statement within the meaning of the term "experts" as used in the Securities Act
of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                                            Sincerely,

                                            JEFFERIES & COMPANY, INC.


                                            By: /s/ Joseph J. Radecki, Jr.
                                               ---------------------------
                                            Name:  Joseph J. Radecki, Jr.
                                            Title: Executive Vice President