1 EXHIBIT 99.2 SETTLEMENT AGREEMENT

1
EXHIBIT 99.2

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SETTLEMENT AGREEMENT

by and between

XXXXXXX X. XXXX

and

DART GROUP CORPORATION

(SUBJECT TO ARTICLE VIII HEREOF)

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Dated as of October 16, 1997

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2
TABLE OF CONTENTS

PAGE
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ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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ARTICLE II
IMMEDIATE EFFECTIVENESS IN PART; VARIOUS TRANSACTIONS, ON AND AFTER CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.1. Certain Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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SECTION 2.2. Closing Date Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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ARTICLE III
CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.1. Closing Process; Interrelationship of Settlements. . . . . . . . . . . . . . . . . . . . . . . . . 19
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SECTION 3.2. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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SECTION 3.3. Conditions Precedent to Dart's Obligation
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to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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SECTION 3.4. Conditions Precedent to HHH's Obligations
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to Close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.1. Representations and Warranties of HHH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
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SECTION 4.2. Representations and Warranties of Dart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
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SECTION 4.3. Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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ARTICLE V
COOPERATION; OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 5.1. Pending Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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SECTION 5.2. New Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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SECTION 5.3. Cooperation and Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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SECTION 5.4. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
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SECTION 5.5. Liquidation Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
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ARTICLE VI
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.1. Indemnification by HHH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
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SECTION 6.2. Indemnification by Dart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
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SECTION 6.3. Indemnification Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
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SECTION 6.4. Remedies to be Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
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ARTICLE VII
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.1. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
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SECTION 7.2. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
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SECTION 7.3. Drafting Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
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SECTION 7.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
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SECTION 7.5. Amendment and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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SECTION 7.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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SECTION 7.7. Survival of Representations and
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Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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SECTION 7.8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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SECTION 7.9. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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SECTION 7.10. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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SECTION 7.11. Specific Performance; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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SECTION 7.12. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
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SECTION 7.13. Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
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SECTION 7.14. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
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SECTION 7.15. Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
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ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 8.1. Limited Right of Dart to Terminate
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Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
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SECTION 8.2. HHH Bound. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
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SETTLEMENT AGREEMENT BETWEEN
DART GROUP CORPORATION AND XXXXXXX X. XXXX

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INDEX OF EXHIBITS
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Exhibit No. Description Section Reference
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1 HHH Stock Ownership Recital
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2 Pending Litigation Recital
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3 CPI Debtors Recital
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4 Form of Assignment of Warehouse Interests Section 1.1
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5 Form of Limited-Purpose Power of Attorney Section 1.1
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6 List of Motor Vehicles Section 1.1
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7 Pre-closing Administrative Assistant and Chauffeur Services for HHH Section 2.1(a)(i)
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8A Form of Xxxxxx Xxxxxxxx Letter Upon Signing Section 2.1(a)(ii)
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8B Form of Xxxxxx Xxxxxxxx Letter Upon Closing Section 2.1(a)(ii)
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9 Personal Effects Section 2.1(a)(iii)
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10 Form of Termination of Employment Agreement Sections 2.1(b), 3.3(m)
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11 Form of Assignment, Waiver, Consent and Disclaimer Section 2.1(e)
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12 Form of Assignment of Shares Sections 2.2(a)(ii),
3.3(f), 3.3(j)
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13 Form of Options Renunciation Sections 2.2(a), 3.3(g)
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14 Form of Mutual Release Section 2.2(a)(v), 2.2(b)(v)
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15 Form of Proxy Renunciation Section 2.2(a)(vi)
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16 Form of Letter of Resignation Sections 2.2(a)(ix), 3.3(1)
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17 Form of Estoppel Certificates Sections 2.2(a) (x), 2.2(b)(iii)
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18 Form of HHH Closing Representation Certificate Section 2.2(a)(xi)
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19 Form of Release of Indemnification Contribution Section 2.2(a)(xii)
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20 Tax Withholding Sections 2.2(b), 3.4(c)
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21 Form of Promissory Note Sections 2.2(b) (i) (A) - (C)
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22 Form of Pledge Agreement Sections 2.2(b)(i) (D) - (F)
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23 Life Insurance Policies Section 2.2(b)(vi)
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24 Form of Dart Closing Representation Certificate Section 2.2(b)(ix)
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25 Form of Total Beverage Option Section 2.2 (b)(x)
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26 Exceptions to HHH Representations and Warranties Sections 4.1(b),
4.1(c), 4.1(d),
4.1(f), 4.1(g),
4.1(h)
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27 Exceptions to Dart Representations and Warranties Sections 4.2(c), 4.2(d), 4.2(e)
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28 Form of Acknowledgment of Agreement and Representation by Counsel Section 3.3(n)
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29 [Intentionally Omitted] [Intentionally Omitted]
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SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (this "Agreement") dated as of October 16,
1997, by and between XXXXXXX X. XXXX ("HHH") and DART GROUP CORPORATION, a
Delaware corporation ("Dart").

WITNESSETH:

WHEREAS, HHH owns the number of shares of stock of Dart and Dart
Affiliates and options to purchase the number of shares of stock of Dart and
Dart Affiliates, in each case as set forth on EXHIBIT 1;

WHEREAS, HHH is a director of Dart, is the Chief Executive Officer of
Dart pursuant to an Employment Agreement effective as of April 1, 1974 between
HHH and Dart (as amended, the "Employment Agreement") and is a director of Dart
and a director and officer of various Dart Affiliates;

WHEREAS, HHH and Dart are parties to the pending cases identified on
EXHIBIT 2 (the "Pending Litigation");

WHEREAS, Xxxxxx X. Xxxx ("RSH") and Dart have entered into a Settlement
Agreement dated as of October 6, 1995 (the "Dart/RSH Settlement Agreement");

WHEREAS, Dart and certain of its subsidiaries, Crown Books Corporation,
Trak Auto Corporation, Dart/SFW Corp., SFW Holding Corp. and Shoppers Food
Warehouse Corp., have closed a settlement agreement with Xxxxxx X. Xxxx, Xxxxxx
X. Xxxx and Xxxxx X. Xxxx pursuant to which such individuals agree, among other
things, to sell all of their Dart B Shares (as defined herein) to Dart (the
"Dart/Other Hafts Settlement Agreement");

WHEREAS, RSH and Dart have (or are expected to have) entered into a
First Supplemental Settlement Agreement (the "Dart/RSH First Supplemental
Agreement"), setting forth certain agreements and transactions between them in
connection with the Dart/Other Hafts Settlement Agreement;
7

WHEREAS, RSH and Dart have (or are expected to have) entered into a
Second Supplemental Settlement Agreement (the "Dart/RSH Second Supplemental
Agreement") setting forth certain agreements and transactions between them in
connection with this Agreement;

WHEREAS, HHH and RSH entered into a Settlement Agreement dated as of
August 16, 1996, which has subsequently been amended by a First Amendment dated
August 19, 1996 and a Second Amendment dated April 23, 1997;

WHEREAS, the Persons listed on EXHIBIT 3 (the "CPI Debtors") are
debtors in Chapter 11 cases (the "Chapter 11 Cases") pending in the Bankruptcy
Court (as defined below);

WHEREAS, HHH and Dart wish to terminate the Employment Agreement and
settle the Pending Litigation and all other disputes as between HHH on the one
hand and Dart and the Dart Affiliates on the other on the terms and conditions
set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. The following terms, as used herein,
have the following meanings:

"Acquisition Company" is defined in SECTION 2.1(d)(i).

"Affiliate" means, as to any Person, any Person controlled by such
Person.

"Agreement" has the meaning set forth in the recitals.

"Assets" has the meaning set forth in SECTION 4.1(d) hereof.

"Assignment of Warehouse Interests" means an instrument substantially
in the form of EXHIBIT 4 to be executed and

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delivered by HHH to Dart, relating to the assignment and transfer of the HHH
Warehouse/Office Building Interests.

"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C.
Section 101 et seq., as in effect from time to time.

"Bankruptcy Court" means the United States Bankruptcy Court for the
District of Maryland (through authority delegated to it by the United States
District Court for the District of Maryland), or any court or tribunal
subsequently constituted to adjudicate matters arising under the Bankruptcy
Code or any successor bankruptcy laws promulgated by the Congress of the United
States and which assumes jurisdiction over the Chapter 11 Cases.

"Business Day" means any day that is not a Saturday, a Sunday or a
United States federal holiday.

"Chapter 11 Cases" has the meaning set forth in the recitals.

"Closing" has the meaning set forth in SECTION 3.2.

"Closing Date" means the date of the Closing.

"Contingency" has the meaning set forth in SECTION 2(a)(i)(B).

"Costs" has the meaning set forth in SECTION 6.1.

"CPI" means Combined Properties, Incorporated, a District of Columbia
corporation.

"CPI Debtors" has the meaning set forth in the recitals.

"Crown" means Crown Books Corporation, a Delaware corporation.

"Dart" has the meaning set forth in the recitals.

"Dart A Shares" means the shares of Dart's Class A Common Stock, par
value $1.00 per share.

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"Dart Affiliate" means each direct and indirect subsidiary of Dart,
except for any subsidiary whose primary function is the direct or indirect
ownership of any one or more of the properties known as 0000 Xxxxxx Xxxxx,
Xxxxxxx-Xxxxx Xxxxxx Headquarters (including the so-called Wooded Lot),
Bridgeview Warehouse, Trak Ontario Warehouse, and Pennsy Drive Warehouses II,
III and III Addition.

"Dart B Shares" means shares of Dart's Class B Common Stock, par value
$1.00 per share.

"Dart B Share Proxy" means the Irrevocable Proxy dated July 28, 1993
granted by RSH to HHH in respect of 172,730 Dart B Shares.

"Dart Indemnitees" has the meaning set forth in SECTION 6.1.

"Dart/Other Hafts Agreement" has the meaning set forth in the recitals.

"Dart/RSH Settlement Agreement" has the meaning set forth in the
recitals.

"Dart/RSH First Supplemental Agreement" has the meaning set forth in
the recitals.

"Dart/RSH Second Supplemental Agreement" has the meaning set forth in
the recitals.

"DPW" means Xxxxx Xxxx & Xxxxxxxx.

"Employment Agreement" has the meaning set forth in the recitals.

"Escrow Agent" means Settlementcorp, as escrow agent under the Escrow
Agreement.

"Escrow Agreement" means the Escrow Agreement [$11.6 Million] dated as
of October 6, 1995 among RSH, Dart and Settlementcorp.

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"Xxxxxxxx Xxx" means the Securities Exchange Act of 1934, as amended.

"GGH" means Xxxxxx X. Xxxx.

"HHH" has the meaning set forth in the recitals.

"HHH Indemnitees" has the meaning set forth in SECTION 6.2.

"HHH Warehouse/Office Building Interests" means any and all right,
title and interest, direct or indirect, of HHH in and to those certain
properties known as Seventy-Fifth Avenue Headquarters, the so-called Wooded Lot
in Landover, Maryland, Bridgeview Warehouse, Trak Ontario Warehouse, Pennsy
Drive Warehouse I, and Pennsy Drive Warehouses II, III and III Addition, and
any partnerships or other entities owning direct or indirect interests in said
properties, including, without limitation, HHH's general and limited
partnership interests in 0000 Xxxxxx Xxxxx Associates Limited Partnership, a
Maryland limited partnership.

"Indemnification Agreement" means the Indemnification Agreement dated
September 21, 1994 between HHH and Dart.

"Indemnified Party" has the meaning set forth in SECTION 6.3.

"Indemnifying Party" has the meaning set forth in SECTION 6.3.

"June Note" has the meaning set forth in SECTION 2.2(b)(i)(B).

"LGH" means Xxxxx X. Xxxx.

"Liens" has the meaning set forth in SECTION 4.1(d).

"Limited-Purpose Power of Attorney" means the Limited-Purpose Power of
Attorney in the form of EXHIBIT 5 hereto.

"Options" has the meaning set forth in SECTION 3.3(h).

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"Other Plans of Reorganization" is defined in SECTION 3.3(b)(i).

"Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

"Pending Litigation" has the meaning set forth in the recitals.

"Plan of Reorganization" means the Fourth Revised Amended Joint Plan or
Reorganization confirmed by the Bankruptcy Court by order entered on July 15,
1997, in Case no. 95-1-3122-DK and certain jointly administered cases.

"Pledged Class A Shares" has the meaning set forth in SECTION
2.2(b)(i)(D).

"RMH" means Xxxxxx X. Xxxx.

"RSH" has the meaning set forth in the recitals.

"RSH Note" means the Promissory Note dated July 28, 1993 executed by
RSH in favor of HHH in the principal amount of $11,054,720.

"Settlement Documents" means this Agreement and the documents and
undertakings delivered at the Closing, including without limitation the
releases contemplated by SECTION 2.2(a)(v) AND 2.2(b)(v) and the Assignment of
Warehouse Interests.

"SFW" means Shoppers Food Warehouse Corp., a Delaware corporation.

"Shares" means all shares of capital stock of Dart and each Dart
Affiliate owned beneficially by HHH, including 122,747 Dart A Shares, 500
shares of Trak common stock and 500 shares of Crown common stock.

"Special Transaction" means the closing of any disposition of assets,
merger or other transaction pursuant to which Dart or

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any Dart Affiliate ceases to own or control all or any part of SFW, except for
sales of assets in the ordinary course of business as heretofore conducted.

"Total" means Total Beverage G.B., a Delaware corporation.

"Trak" means Trak Auto Corporation, a Delaware corporation.

"Vehicles" means the motor vehicles listed on EXHIBIT 6 hereto.

"Vehicular Setoff" has the meaning set forth in SECTION 2.2(b)(ii)
hereof.

ARTICLE II

IMMEDIATE EFFECTIVENESS IN PART; VARIOUS
TRANSACTIONS, ON AND AFTER CLOSING

SECTION 2.1. Certain Matters.

(a) (i) Continued Salary, Reinstatable Incumbency Etc. (A) For the
period from the execution and delivery of this Agreement by HHH and Dart until
the Closing Date HHH shall continue to receive salary from Dart at the annual
rate of $1,281,127 and salary from Trak at the annual rate of $250,000 and all
of his benefits (but not including any bonus or options, payment of which HHH
hereby agrees to defer during the pendency of this Agreement prior to its
Closing or termination and -- only upon Closing -- to waive) under the terms of
the Employment Agreement and Dart shall provide HHH with the services of an
administrative assistant and a chauffeur on the terms and conditions set forth
in EXHIBIT 7.

(B) From and after the execution and delivery of this Agreement by
Dart and HHH, HHH shall, subject to the rights of automatic reinstatement set
forth below, and without waiving any of his rights under the Employment
Agreement except as expressly provided herein, (I) accede to the performance by
Xxxxxxx X. Xxxxx ("Senator Stone") of all the rights, duties and functions of
Chief Executive Officer of Dart, all of which performances shall be automatic
upon such execution and delivery and (II)

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until the Closing not engage in any activities in the management or operations
of Dart and its subsidiaries, except (a) to participate in the activities of
the Boards of Directors of Dart and its Affiliates and (b) as authorized by the
Board of Directors or Executive Committee of Dart and (c) as requested by
Senator Stone, it being understood that the foregoing limits on participation
in management and operations shall cease automatically upon termination of this
Agreement for any reason without the Closing having occurred. In connection
with the foregoing it is expressly understood (1) that HHH will remain as a
director and sole Chairman of the Board of each of such corporations, including
without limitation that he will remain as a director of SFW, until the Closing
(except that he concurs that Senator Stone may be elected as Co-Chairman of SFW
at any time, with HHH stepping down from his role as a Co-Chairman of SFW at
the Closing), (2) that if this Agreement shall have terminated for any reason
without the Closing having occurred HHH shall be automatically reinstated into
the performance of all the rights, duties and functions of Chief Executive
Officer of Dart with Senator Stone's performance of such functions, rights and
duties automatically to end upon such contingency ("Contingency"), (3) HHH is
engaging in the foregoing reversible accession solely in a spirit of good will
to bring to a conclusion the protracted negotiations which led to the execution
and delivery of this Agreement and (4) HHH does not hereby waive, supplement or
modify any of his rights under the Employment Agreement (including without
limitation his rights to compensation and benefits under his Employment
Agreement, subject to Section 2.1(a)(i)(A) hereof), except the right to act as
Chief Executive Officer pending the Closing and except the right to participate
in operations and management, except as aforesaid, pending the Closing, subject
to automatic reinstatement as described above.

(C) Dart has no objection to HHH withdrawing funds from the Escrow
Agreement at any time prior to the Closing, subject to the understanding that
Dart reserves all its rights to make all assertions and claims as to the
consequences thereof if the Closing does not occur (and HHH reserves all of his
defenses to such assertions and claims) and to the understanding that the
duties of HHH and Dart to close this transaction shall be unaffected by any
such withdrawal.

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(ii) Use of Xxxxxx Xxxxxxxx. (A) Effective upon the execution and
delivery of this Agreement by Dart and HHH, Dart will send to Xxxxxx Xxxxxxxx
LLP a letter in the form of EXHIBIT 8A and will cause each Dart Affiliate to,
forbear from making or reinstating any objections to Xxxxxx Xxxxxxxx LLP
providing tax return preparation services to HHH regarding his personal taxes,
and services in connection with any audits of past personal tax returns of HHH,
at the sole cost and expense of HHH, and (B) at the Closing, Dart will send
Xxxxxx Xxxxxxxx LLP a letter in the form of EXHIBIT 8B, and after Closing,
neither Dart nor any Dart Affiliate will interpose any objection to HHH using
the services of Xxxxxx Xxxxxxxx LLP for any purpose; and

(iii) Personal Effects. Dart shall permit a mover selected by HHH to
pack and deliver to HHH at such address or addresses in the District of
Columbia metropolitan area (including suburbs) specified by HHH to such mover,
all of the furniture, paintings, memorabilia and other personal property
located at 0000 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx and identified on EXHIBIT 9,
such personal property, during such delivery, to be fully insured by HHH at his
own cost and expense. The items identified on EXHIBIT 9 as belonging to HHH
may be moved pursuant to this SECTION 2.1(a)(iii) at HHH's written instruction
at any time; any or all of the items identified on EXHIBIT 9 as belonging to
Dart or a Dart Affiliate may be moved pursuant to this SECTION 2.1(a)(iii) at
HHH's written instruction at any time on or within thirty (30) days after the
Closing upon receipt by Dart from HHH of payment therefor in the amounts
specified on EXHIBIT 9. At closing, Dart shall pay HHH $5,000 to be applied
towards packing and moving costs for such personal property, but Dart shall not
otherwise be responsible for any of the packing or moving costs and shall have
no responsibility for any damage to the personal property that may occur during
the packing and moving process. Notwithstanding any other provision of this
SECTION 2.1(a)(iii), neither Dart nor any Affiliate of Dart shall be under any
obligation to release or deliver any property to HHH unless and until a
stipulation of dismissal signed by First Union shall have been entered by the
Circuit Court of Prince Georges County terminating all writs of garnishment of
property issued on behalf of First Union against Dart, Trak and Crown. Dart
agrees that it has arranged with the Washington Redskins for the outright
transfer to HHH of four

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season tickets to Redskins games. The seats to which HHH succeeded are at Xxxx
Xxxx Xxxxx Stadium in Section 426, Row 18, Seats Xx. 00, 00, 00 xxx 00, Xxxxxxx
Xx. 000000. Dart agrees that it will not, and will not permit any person
acting on its behalf or on behalf of any Dart Affiliate, to interfere or
attempt to interfere with HHH's entitlement to these tickets or the quiet
enjoyment thereof.

(b) Resignation. On the Closing Date, HHH shall resign from each of
his positions as an officer or director of Dart and each Dart Affiliate, and
the Employment Agreement shall terminate without further liability of either
party to the other thereunder. On the Closing Date, Dart and HHH shall execute
and deliver a Termination of Employment Agreement in the form of EXHIBIT 10.

(c) Continued Indemnification. Notwithstanding the termination of
the Employment Agreement, Dart hereby confirms and agrees that HHH shall be
entitled, after he shall cease to hold directorships and/or officerships with
Dart and the Dart Affiliates, to enjoy the benefit of the indemnification
obligations of Dart under the certificate of incorporation and bylaws of Dart
in each case as in effect on the date hereof, and under the Delaware General
Corporation Law and the Indemnification Agreement for indemnification against
any liabilities arising out of his being or having been an officer, employee or
director of Dart or any Dart Affiliate; provided, however, that this SECTION
2.1(c) shall not waive any defenses Dart or any Dart Affiliate might have to
any claim by HHH to indemnification. Dart further agrees that prior to the
Closing Date it shall not, and thereafter shall not, amend, supplement or
otherwise modify, and shall not permit any Dart Affiliate to amend, supplement
or otherwise modify, its certificate of incorporation or bylaws if such
amendment, supplement or other modification would adversely affect the
indemnification rights of HHH thereunder. Neither Dart nor any Dart Affiliate
shall amend or modify any policy of directors and officers liability insurance
that has been in existence prior to the date of this Agreement in any way that
would adversely affect HHH's rights thereunder. To the fullest extent permitted
by Delaware law, Dart hereby unconditionally and irrevocably agrees to pay,
within five

- 10 -
16
days of written demand, upon receipt of any undertakings by HHH to repay then
required by applicable law, all amounts payable by way of indemnity, including
without limitations awards, judgments and settlements and legal fees and
disbursements, costs of investigation, travel costs, and fees of expert
witnesses incurred by HHH in connection with the defense loss or settlement of
any action, suit or proceeding (whether commenced or threatened, and including
investigations) for which he claims a right of indemnification.

(d) HHH Restrictions. Except for an option to purchase an interest
in Total as provided in SECTION 2.2(b)(x) and except for HHH's record and/or
beneficial ownership, as of the date hereof, of shares of (and options to
acquire shares of) Dart, Trak, Crown, Total Beverage Corporation and Total, if
any, and except for HHH's right, hereby acknowledged by Dart, to exercise his
rights and remedies under the pledge and security agreement, executed and
delivered by Dart pursuant to SECTION 2.2(b)(i) in accordance with the terms
thereof for a period commencing with the execution and delivery of this
Agreement and continuing through the tenth anniversary of the date hereof, HHH
shall not, singly, through a partnership or otherwise as part of any group,
directly or indirectly:

(i) Purchase, acquire or own, or offer or agree to purchase, acquire
or own, any securities of Dart, Crown or Trak or of any Acquisition Company (as
hereinafter defined) (collectively, "Restricted Securities"). For purposes of
this Settlement Agreement an "Acquisition Company" shall mean any corporation,
partnership or other entity that at the time has entered into a memorandum of
intent, agreement in principle or similar type of written understanding with
Dart, Crown or Trak, or a subsidiary or affiliate of any thereof, that
contemplates the acquisition of control of such corporation, partnership or
other entity by Dart, Crown or Trak or any such subsidiary or Affiliate, or a
business combination involving such corporation, partnership or other entity
and Dart, Crown or Trak or any such subsidiary or Affiliate, and with respect
to which proposed transaction a public announcement has been made and a copy
thereof has been furnished to HHH; provided, however, that a corporation,
partnership or other entity shall not be deemed an Acquisition

- 11 -
17
Company if (A) at the date of the first public announcement of such memorandum
of intent, agreement in principle or similar type of written understanding, HHH
either alone or with other members of a group were the beneficial owners of an
aggregate of more than five percent (5%) of the outstanding voting securities
of such corporation, partnership or other entity and HHH (alone or with other
members of a group) had on file with the Securities and Exchange Commission, if
required by law, a Schedule 13D indicating such beneficial ownership, or (B)
within six (6) months after such announcement, the transaction contemplated by
such memorandum of intent or agreement in principle or a similar type of
written understanding has not become the subject of a definitive acquisition or
similar agreement. Notwithstanding the prohibitions contained in this SECTION
2.1(d) with respect to the acquisition or ownership of Restricted Securities of
Dart, Crown or Trak, (x) in the event that HHH acquires such Restricted
Securities in connection with an acquisition by Dart, Crown or Trak of an
Acquisition Company or the securities of an Acquisition Company by an exchange
offer or otherwise, HHH may hold such Restricted Securities for a period not in
excess of one year, during which period he shall dispose of all such Restricted
Securities, and (y) in the event HHH acquires such Restricted Securities in
connection with an acquisition by Dart, Crown or Trak of a corporation,
partnership or other entity that is not an Acquisition Company or the
securities of such a corporation, partnership or other entity by an exchange
offer or otherwise, HHH may hold such Restricted Securities indefinitely;
provided, however, the provisions of this SECTION 2.1(d) shall continue to
prohibit any further purchase, acquisition or ownership of Restricted
Securities of Dart, Crown and Trak. Nothing contained herein shall require
disposal of securities representing five percent (5%) or less of the voting
securities of an Acquisition Company owned at the time such corporation,
partnership or other entity becomes an Acquisition Company.

(ii) Solicit, or encourage any other person to solicit, proxies or
become a "participant" or otherwise engage in any "solicitation" (as such terms
are defined in Regulation 14A under the Exchange Act) in opposition to a
recommendation of a majority of the directors of Dart, Crown, Trak or any
Acquisition Company with respect to any matter;

- 12 -
18

(iii) Initiate, propose or otherwise solicit stockholders for the
approval of one or more stockholder proposals with respect to Dart, Crown, Trak
or any Acquisition Company, as described in Rule 14A-8 under the Exchange Act;

(iv) Acquire or affect the control of Dart, Crown, Trak or any
Acquisition Company or directly or indirectly participate in or encourage the
formation of any group seeking to acquire or affect control of Dart, Crown,
Trak or any Acquisition Company; or

(v) Encourage any person, firm, corporation, group or other entity
to engage in any of the actions covered by clauses (i) through (iv) of this
SECTION 2.1(d).

(e) At the Closing, HHH shall execute and deliver to Dart a Waiver,
Consent and Disclaimer in the form of EXHIBIT 11 hereto.

(f) In the event that, prior to Closing, Dart shall effectuate or
permit to occur any disposition, whether through merger, sale of assets, sale
or exchange of shares or otherwise, of all or any part of Total, Trak or Crown
or any of their respective subsidiaries or their respective assets, Dart (or
the Dart Affiliate receiving the proceeds of such transaction) shall hold,
until HHH shall have received all funds he is entitled to hereunder at Closing
or until the termination of this Agreement, all net proceeds("net" meaning
after the payment of all costs and expenses of the transaction, the retirement
of any debt required to be retired out of the proceeds of such transaction by
agreements or indentures in force prior to July 1, 1997 (or by any revolving
credit agreement entered into at any time providing for not more than
$25,000,000 in credit for SFW and/or its subsidiaries) and after other
application of proceeds to reduce other liabilities attributable to the
business sold which it is reasonable to reduce), including cash and other
property, and invest and reinvest the same in debt securities with a maturity
of 90 days or less (i) backed by the full faith and credit of the United
States, or (ii) commercial paper ranked in the highest ratings category by both
Xxxxx'x and Standard & Poor's or (iii) certificates of deposit, issued by banks
100% owned by bank

- 13 -
19
holding companies whose debt securities are rated in one of the three highest
categories by both Xxxxx'x and Standard & Poor's. Interest and discounts
earned and collected on the foregoing investments are not required to be
reinvested but may be retained by Dart or the applicable Dart Affiliate and
used in the business. Dart shall issue to HHH on the fifth day of every
calendar month a written report certified as true and correct to the best of
their knowledge and belief by Dart's Chairman of the Executive Committee and
its Chief Financial Officer showing for the preceding calendar month (A) all
gross proceeds received from the transactions referred to in the immediately
preceding sentence received during the preceding calendar month, (B) a
reasonably itemized accounting for all amounts taken out of gross proceeds
before a figure for net proceeds, and (C) a listing of all investments held
during such month in accordance with this paragraph and at the end thereof,
together with a reasonably itemized accounting of the investment and
reinvestments made during such month and the amounts of earned and collected
discount not reinvested for such month. All non-cash assets received from any
such transaction shall be held by Dart, with all cash proceeds invested and
reinvested as provided above. Dart will not, and will not permit any of its
Affiliates to create or suffer to exist, any lien, claim, charge or encumbrance
on any of the foregoing investments and non-cash assets until after HHH shall
have received all the funds payable to him at Closing. Nothing in the
preceding provisions of this SECTION 2.1(f) shall preclude the transfer by a
Dart Affiliate to Dart of any net proceeds as defined above, so long as Dart
holds, invests and reports about such proceeds it receives and complies with
the foregoing the same as such Dart Affiliate would have been required to had
such net proceeds not been so transferred or paid by way of dividend.

(g) Prior to the Closing: (a) Dart will not, and will not permit any
of its Affiliates to make, any Restricted Payment as defined in Event of
Default (f) of EXHIBIT 21; (b) Dart will not, and will not permit any of its
Affiliates, to amend its Certificate of Incorporation; and (c) Dart will not,
and will not permit, any of its Affiliates to issue, sell or otherwise transfer
any shares of its own capital stock or any shares of its Affiliates unless the
net proceeds realized on such issue, sale

- 14 -
20
or other transfer are held, invested, used and reported on as required by
SECTION 2.1(f) for release at Closing to Dart or its Affiliate, as the case may
be, but only if HHH shall have been paid all cash due him at the Closing
provided that if a share sale referred to above also falls within the scope of
SECTION 2.1(f), then SECTION 2.1(f) governs and this SECTION 2.1(g) does not.

SECTION 2.2. Closing Date Transactions.

(a) Deliveries by HHH. On the Closing Date:

(i) Delivery to the Escrow Agent. HHH shall deliver to the Escrow
Agent the RSH Note.

(ii) Delivery of the Dart A Shares. HHH shall (A) assign and
transfer to Dart the Shares, free of all liens, security interests,
encumbrances, claims and restrictions whatsoever, by delivering to Dart the
certificates representing the same, endorsed for transfer to Dart or
accompanied by appropriate signed stock powers, in either case with a signature
guarantee, and (B) deliver to Dart additional documents in the form of EXHIBIT
12 hereto as Dart may reasonably request confirming that he assigns and
transfers to Dart any and all right, title and interest he may have, directly
or indirectly, to other shares of stock of Dart or any Dart Affiliate that are
or have been the subject of any disputes among HHH and any one or more of GGH,
LGH, RMH or trusts for any of their respective children.

(iii) Dart Option Renunciation. HHH shall terminate all of HHH's
options to purchase Dart A Shares by (A) executing and delivering to Dart
appropriate instruments of renunciation of such options and all other
co-investment rights of any description and other necessary documents
evidencing the termination of such options and co-investment rights, in the
form of EXHIBIT 13 and (B) delivering to Dart, for each of the option
agreements representing such options, a signed original copy of such option
agreement or an affidavit signed by HHH reasonably satisfactory to Dart that
such option agreement has been lost or destroyed.

- 15 -
21

(iv) Affiliate Option Renunciation. HHH shall terminate all of HHH's
options to purchase shares of Dart's subsidiaries by (A) executing and
delivering to the Escrow Agent appropriate instruments of renunciation of such
options and all other co-investment rights of any description and other
necessary documents evidencing the termination of such options and
co-investment rights, in the form of EXHIBIT 13, it being understood that
nothing in this subsection (a) is in derogation of HHH's rights regarding
Total, as set forth in SECTION 2.2(b)(x), and (B) delivering to Dart, for each
of the option agreements representing such options, a signed original copy of
such option agreement or an affidavit signed by HHH reasonably satisfactory to
Dart that such option agreement has been lost or destroyed.

(v) Mutual Release. HHH shall execute and deliver to Dart and each
of the Dart Affiliates listed on EXHIBIT 14 a Mutual Release in the form of
EXHIBIT 14.

(vi) Proxy Renunciation. HHH will deliver to Dart an instrument of
renunciation of the Dart B Share Proxy in the form of EXHIBIT 15 hereto.

(vii) Legal Bills. HHH will deliver to Dart documentation in
reasonable detail supporting up to $90,000 in fees and disbursements of DPW for
services in assisting HHH at board meetings of Dart and Dart Affiliates and for
reviewing and commenting on drafts of filings by Dart and Dart Affiliates with
the Securities and Exchange Commission, since September 1994.

(viii) Warehouses. HHH shall execute and deliver to Dart the
Assignment of Warehouse Interests and the Limited-Purpose Power of Attorney.

(ix) Resignations. HHH shall execute and deliver to Dart letters of
resignation from his positions as officer and director of Dart and each Dart
Affiliate, in the form of EXHIBIT 16.

(x) Estoppel Documents. Subject to prior due diligence satisfactory
to HHH (which will be completed prior to Closing), HHH shall execute and
deliver to each Dart Affiliate which is a lessee of retail space in either or
both of the Landmark and Fair

- 16 -
22
City properties estoppel/no-controversy certificates relating to space leased
or subleased by it, in the form of EXHIBIT 17 hereto, in exchange for the
estoppel/no controversy certificates contemplated by SECTION 2.2(b)(iii) below.

(xi) Closing Representation Certificates. HHH shall execute and
deliver Closing Representation Certificates in the forms attached hereto as
EXHIBIT 18.

(xii) Waiver, Consent and Disclaimer. At the Closing, HHH will
execute and deliver the Assignment, Waiver, Consent and Disclaimer in the Form
of EXHIBIT 11 hereto.

(xiii) Contribution Agreement. HHH shall execute and deliver a
Contribution Agreement in the form attached hereto as EXHIBIT 19 on behalf of
each of the partnerships set forth therein.

(b) Deliveries by Dart. On the Closing Date, subject to applicable
tax withholding in the maximum amount of $2,536,390 as specified in EXHIBIT 20:

(i) Cash Payment and Note Deliveries by Dart. (A)
Dart shall pay to HHH, in cash, in immediately available funds, the
amount of $18,829,000, (less the Vehicular Setoff and less the amount
payable to LGH pursuant to the direction set forth in the last sentence
of this Section 2.2(b)(i)(A)). Notwithstanding the foregoing, if prior
to the Closing Dart has made $1,259,381 of tax withholdings from its
settlement payment to LGH for her five (5) putative Dart/SFW stock
options and paid such amount to tax agencies in respect of HHH's tax
liability in respect of such settlement payment, then HHH hereby
irrevocably directs that $629,692 of the amount payable by Dart to him
under Section 2.2(b)(i)(A) shall instead be payable to LGH on the
Closing Date provided, however, that if prior to Closing Dart shall
have closed the disposition of assets, merger or other transaction
pursuant to which Dart or any Dart Affiliate ceases to own or control
all or any part of SFW, except for sales of assets in the ordinary
course of business as heretofore conducted, then Dart shall pay HHH, in
cash, at

- 17 -
23
closing, the additional sum of $9,250,000 and the June Note (as defined
below) shall not be issued.

(B) If and only if Dart shall not have closed the
disposition of interests in SFW described in Section 2.2(b)(i)
immediately above, Dart shall execute and deliver to HHH its
full-recourse secured note (the "June Note"), in the form of EXHIBIT 21
hereto, in the principal amount of $9,250,000, payable on the earlier
of June 1, 1998 or a Special Transaction, which June Note shall bear
simple interest from and after the Closing Date, payable monthly in
arrears, at 5% per annum; provided that June Note shall be subject to
mandatory prepayment upon the occurrence of any Special Transaction.

(D) To secure the June Note Dart will (I) execute and
deliver to a bank or brokerage firm mutually acceptable to Dart and
HHH, as Security Perfection Agent, its pledge and security agreement in
the form of EXHIBIT 22 hereto, pledging to HHH the 122,747 Dart Class A
Shares purchased by Dart from HHH pursuant to this Agreement (the
"Pledged Class A Shares") and shares of common stock of Trak (or, if
Dart no longer holds Trak stock, then shares of common stock of the
corporation which holds Dart's shares of stock in SFW, which is SFW
Holding Corp.) and (II) deliver to such Security Perfection Agent
certificates for such shares, registered in the name of Dart, duly
endorsed for transfer accompanied by appropriate signed stock powers
(in either case, with signatures guaranteed by Medallion Signature
Guaranty), it being understood that the number of shares pledged to HHH
and delivered to the Security Perfection Agent as collateral for the
June Note shall be that number of shares the value of which,
determined, in the case of Trak, by reference to the average of the
closing

- 18 -
24
bid/asked prices on the thirty (30) trading days immediately prior to
the Closing Date or any later date of determination, equals at least
$20,000,000 (or such larger amount, if any, as may be required to
comply with applicable laws and regulations) determined by reference to
the average of the closing bid/asked prices on the thirty (30) trading
days immediately prior to the Closing Date or such later date of
determination and in the case of any other shares determined by a fair
and reasonable method in compliance with applicable law as determined
by majority vote of the independent directors of Dart.

(E) [Intentionally omitted]

(F) [Intentionally omitted]

(G) Dart shall pay in immediately available funds, the sum
of the amount of all HHH's accrued but unpaid base salary from the last
date of payment to the Closing Date.

(ii) Vehicles. In full satisfaction of any obligation by
Dart to provide HHH with a car under the Employment Agreement, Dart
shall transfer clear and good title (except for any encumbrances
created by HHH) to each of the Vehicles to HHH, registered in his name
and titled in the District of Columbia, in exchange for which Dart
shall receive a total of $62,000. This transaction shall occur at any
time on or prior to the Closing Date as HHH shall elect by written
notice to Dart. It is anticipated that Dart will (A) receive $15,000
of the purchase price from RMH and (B) if the transaction occurs at
Closing, reduce the sum referred to in SECTION 2.2(b)(i)(a) by the
amount of $47,000 (the "Vehicular Setoff") as payment of the other
$47,000 of the purchase price. HHH may, in his sole discretion, elect
not to purchase the Vehicles as contemplated by this SECTION 2.2(b)(ii)
if any of them has been stolen or damaged or if he wishes for any other
reason not to purchase the Vehicles.

(iii) Estoppel Certificates. Subject to prior due diligence
satisfactory to Dart's Affiliates (which will be completed prior to
Closing), Dart will cause each Dart Affiliate which is a lessee of
retail space in either or both of the Landmark and Fair City properties
to deliver to HHH or his designee estoppel/no-controversy certificates
relating to space leased or subleased by it, in the form of EXHIBIT 17
hereto, in exchange for the estoppel/

- 19 -
25
no-controversy certificates contemplated by SECTION 2.2(a)(x) above;

(iv) Garnishment. After (A) a final order of satisfaction
or (B) a stipulation of dismissal signed by First Union has been
entered by the Circuit Court for Prince George's County terminating all
writs of garnishment of wages issued on behalf of First Union against
Dart, Trak and Crown, Dart will reasonably cooperate with HHH to have
all of HHH's wages previously withheld by Dart, Trak and Crown and
deposited with the Clerk of the Circuit Court for Prince George's
County (inclusive of interest earned on such sums, if any, while on
deposit with the Court) turned over to HHH.

(v) Mutual Release. Dart shall, and Dart shall cause each
of the Dart Affiliates listed on EXHIBIT 14 to, execute and deliver to
HHH a Mutual Release in the form of EXHIBIT 14;

(vi) Life Insurance. Dart will permit HHH, after the
Closing, to (A) continue the life insurance policies (the "Insurance
Policies") on his life set forth in EXHIBIT 23 in whole or in part, at
his election, if and to the extent such continuation is permitted by
those policies without cost to Dart or any Dart Affiliates and (B)
assign the Insurance Policies to GGH upon delivery by GGH to Dart of
security documentation (including financing statements on Form UCC-1)
satisfactory to Dart to secure loans described below that have not been
repaid; provided, however, that the cash value of the policies and all
death benefits thereunder will be subject to a first priority perfected
security interest to secure HHH's obligation on a non-recourse basis to
repay Dart for all premiums heretofore paid on the Insurance Policies,
which obligation the parties acknowledge is in the total amount of
$1,068,313 as of the date of this Agreement; and provided further that
HHH (and his assigns) shall be responsible on a non-recourse basis for
outstanding policy loans and shall be prohibited from taking new policy
loans until Dart has been fully repaid the premiums that it paid. GGH
shall not be required to deliver such security documentation to Dart if
HHH shall have delivered to Dart an

- 20 -
26
irrevocable designation of Dart as sole beneficiary under each
Insurance Policy, which irrevocable designation shall have been
acknowledged by the issuer of such Insurance Policy and if such
designation is made, Dart shall deliver to GGH any cash proceeds
received by it under the Insurance Policies that, in the aggregate,
exceed $1,068,313. HHH shall not be personally liable for the loans
listed in EXHIBIT 23.

(vii) Escrow Funds. Dart shall notify the Escrow Agent that
Dart has no objection to the delivery to HHH (or to any other Person as
HHH may instruct in writing) (A) all Escrow Funds (as defined in the
Escrow Agreement) in the amount of $11,619,274.00, and (B) if the
Escrow Agent has received written consent from RSH to do so, $700,000
of the interest earned or accrued on the Escrow Funds since October 6,
1995;

(viii) Legal Fees. Dart shall reimburse HHH in the manner
provided in SECTION 7.1, up to $90,000 for reasonable fees of DPW for
reviewing filings made by Dart with the Securities and Exchange
Commission and assisting HHH with Board meetings of Dart and Dart
Affiliates since September 1994, if HHH shall have provided Dart with
reasonable evidence to support such reimbursement.

(ix) Closing Representation Certificates. Dart shall
execute and deliver the Closing Representation Certificates in the
forms attached hereto as EXHIBIT 24.

(x) Total Option. Dart will deliver to HHH an option to
purchase an interest in Total, which shall be the same as that to which
RMH was declared entitled in his litigation with Dart in the United
States District Court for the District of Delaware, mutatis mutandis.
Such option and the terms of its exercise will be as provided in
EXHIBIT 25 hereto.

(xi) Dart will, at HHH's instructions, wire cash payable to
him at Closing to Xxxxxx X. Xxxx and Xxxxx Xxxx & Xxxxxxxx, in amounts
and to banks, as instructed in writing by HHH.

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27

ARTICLE III

CONDITIONS

SECTION 3.1. Closing Process; Interrelationship of Settlements.
(a) Standstill Order. The parties acknowledge that this Agreement and the
obligation of Dart and each Dart Affiliate to consummate the transactions
contemplated hereby, are subject to compliance with an order of the Delaware
Court of Chancery (the "Standstill Order") entered on December 6, 1995 that
requires Dart to refrain from taking or recognizing specified actions and, in
particular, Section 8 of the Standstill Order that requires Dart to give not
less than seven (7) days' notice of certain "extraordinary transactions" to the
other parties to the lawsuits contesting the Dart/RSH Settlement Agreement.
Within two (2) Business Days after the date of execution and delivery of each
of this Agreement, the Dart/RSH First Supplemental Agreement and the Dart/RSH
Second Supplemental Agreement, Dart shall send written notice of the
transactions contemplated thereby in accordance with the terms of Section 8 of
the Standstill Order. Notwithstanding any other provision of this Agreement,
neither Dart nor any Dart Affiliate shall be obligated to enter into any
agreement or perform any transaction or action contemplated hereby (other than
SECTION 2.1(a)) until such time as the seven (7) day notice period under
Section 8 of the Standstill Order has expired, or if later, such date as no
temporary restraining order, preliminary injunction, permanent injunction or
other court order is in effect that restrains Dart or any Dart Affiliate from
entering into such agreement or performing such transaction or action.

(b) Deliveries on Closing Date. On the Closing Date, each of the
parties shall simultaneously deliver to each other all of the agreements,
instruments and other documents each is specifically required to deliver to the
other on the Closing Date pursuant to SECTION 2.2 of this Agreement.

SECTION 3.2. Closing. The closing (the "Closing") shall occur at
the offices of Xxxxx, Day, Xxxxxx & Xxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx,
X.X. 00000 or such other location as

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28
the parties may agree on a date mutually acceptable to the parties within
forty-five (45) days after the date on which conditions to closing under
SECTIONS 3.4(a) AND 3.4(b) shall have been fulfilled (or waived in writing by
the party entitled to waive); provided, that neither party shall be obligated
to close unless all of the conditions to such party's obligation to close set
forth in SECTION 3.3 OR 3.4, as the case may be, are satisfied or waived by
such party in writing.

SECTION 3.3. Conditions Precedent to Dart's Obligation to Close.
Dart's obligation to close shall be subject to the fulfillment (or written
waiver by it, at its sole discretion) on or before the Closing Date, of each of
the following conditions precedent:

(a) Litigation. (i) the Delaware Court of Chancery shall have
entered orders satisfactory in form and substance to Dart:

(A) approving all of the terms of the Dart/RSH Settlement
Agreement, all of the terms of the Dart/RSH First
Supplemental Agreement, all of the terms of the
Dart/RSH Second Supplemental Agreement and all of the
terms of this Agreement as fair and reasonable to Dart
and its subsidiaries in a proceeding pursuant to Rule
23.1 of the Rules of the Court of Chancery of the
State of Delaware;

(B) dismissing as against all defendants, with prejudice,
the lawsuits captioned Xxxx X. Xxxx and the Tudor
Trust v. Xxxxxxx Xxxx, et al., Civ. A. Xx. 00000 (Xxx.
Xx. filed Sept. 29, 1993) and Xxxxxx X. Xxxx v.
Xxxxxx X. Xxxx, et al., Civ. A. No. 13268 (Del. Ch.);

(C) dismissing, without prejudice as against defendant
Xxxxxxx Xxxxx and with prejudice as against all other
defendants, the lawsuit captioned Xxx x. Xxxxxxx X.
Xxxx, et al., Civ. A. Xx. 00000 (Xxx. Xx. filed Sept.
23, 1994);

- 23 -
29

(D) dismissing as against all defendants, with prejudice,
the lawsuits captioned Xxxxxx Xxxx, et al. v. Xxxxx
Xxxxxxxx, et al., Civ. A. No. 14620 (Del. Ch.);
Xxxxxxx X. Xxxx v. Dart Group Corporation, et al.,
Civ. A. No. 14685 (Del. Ch.); and Xxxxxx X. Xxxx v.
Xxxxxxx X. Xxxx and Dart Group Corporation, Civ. A.
No. 14425 (Del. Ch.); and

(ii) each of such orders shall have become final and not subject to
further appeal or rehearing.

(b) Other Plans of Reorganization.

(i) The orders entered by the Bankruptcy Court on June 12,
1997 confirming the debtor's revised third amended plan of reorganization for
each of (A) Seventy-Fifth Avenue Associates Limited Partnership, a Maryland
limited partnership, and (B) Trak Chicago Limited Partnership I, an Illinois
limited partnership (together, the "Other Plans of Reorganization"), shall be
final and not subject to further appeal or rehearing;

(ii) the terms and conditions of the Other Plans of
Reorganization shall not have been amended or modified from the forms confirmed
by the Bankruptcy Court prior to the date hereof without the written approval
of Dart; and

(iii) the Other Plans of Reorganization shall have become
effective and consummated substantially in accordance with their respective
terms, in all material respects;

(c) the closings under the Dart/Other Hafts Agreement and the
Dart/RSH First Supplemental Agreement shall have occurred, and all of the
actions and transactions to occur under the Dart/RSH Second Supplemental
Agreement (and the Amendment to Voting Trust Agreement to be entered into
pursuant thereto) on or prior to the Closing Date shall occur simultaneously on
the Closing Date or shall have occurred.

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30
(d) HHH shall have performed in all material respects the duties
imposed on him by this Agreement to be performed by him on or before the
Closing Date.

(e) HHH shall have tendered to Dart certificates representing the
Shares free of all Liens, duly endorsed by HHH to Dart or a Dart Affiliate, as
the case may be, with HHH's signature guaranteed thereon.

(f) HHH shall have executed and delivered to Dart documents in the
form of EXHIBIT 12 confirming that he assigns and transfers any and all
interest he may have in any other shares of capital stock of Dart (including
shares subject to dispute with other Haft family members) and each Dart
Affiliate.

(g) HHH shall have executed and delivered to Dart instruments in the
form of the EXHIBIT 13 canceling all outstanding options held by HHH to
purchase stock of Dart, Trak and Crown and any co-investment rights or other
rights with respect to Total, Total Beverage Corporation, SFW, Dart/SFW Corp.
and SFW Holding Corp., except as provided in SECTION 2.2(b)(x).

(h) HHH shall have tendered to Dart a signed original copy of each
of the agreements representing options (the "Options") to purchase 129,750 Dart
A Shares, 6,668 shares of Trak common stock and 30,000 shares of Crown common
stock, or for each such agreement for which a signed original copy is not so
tendered, an affidavit signed by HHH reasonably satisfactory to Dart that such
option agreement has been lost or destroyed.

(i) HHH shall have executed and delivered to Dart the releases set
forth in SECTION 2.2(a)(v) above.

(j) HHH shall have executed and delivered to Dart an instrument of
renunciation of the Dart B Share Proxy in the form of EXHIBIT 15.

(k) HHH shall have executed and delivered to Dart the Assignment of
Warehouse Interests in the form attached hereto as EXHIBIT 4 and the
Limited-Purpose Power of Attorney in the form attached hereto as EXHIBIT 5.

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31
(l) HHH shall have executed and delivered to Dart a letter resigning
his positions as a director and/or officer of Dart and each Dart Affiliate in
the form of EXHIBIT 16.

(m) HHH shall have executed and delivered to Dart the Termination of
Employment Agreement in the form attached hereto as EXHIBIT 10.

(n) HHH shall have executed and delivered to Dart an acknowledgment,
in the form attached hereto as EXHIBIT 28, that he has read each of the
documents delivered at the Closing, he has been fully represented by counsel
in connection with the transactions contemplated by this Agreement and he
shall not take the position at any time that any of the documents that HHH
executed in connection with this Agreement were not in keeping with his
understanding or do not reflect his agreement.

(o) HHH shall execute and deliver documents, in form and substance
satisfactory to Dart, acknowledging receipt of all cash and other property
received by him at the Closing.

(p) HHH shall execute and delivered to Dart at Closing such
documents agreed upon by the parties hereto in a letter dated the date hereof.

(q) HHH shall have delivered to Dart a duplicate original of life
insurance policy no. 61413731 issued on the life of HHH by Xxxx Xxxxxxx Mutual
Life Insurance Company and execute and deliver all such documents (including
UCC-1 financing statements) requested by Dart to create a perfected security
interest (subject to no other consensual Liens) in the proceeds from each of
the Insurance Policies in favor of Dart. In the alternative, HHH shall have
delivered to Dart an irrevocable designation of Dart as sole beneficiary under
each Insurance Policy to the extent of, but not in excess of the then unpaid
principal and interest due on policy loans due in respect of such Insurance
Policy, which irrevocable designation shall have been acknowledged by the
issuer of such Insurance Policy.

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32

SECTION 3.4. Conditions Precedent to HHH's Obligations to Close.
HHH's obligation to close shall be subject to the fulfillment (or waiver by
him, at his sole discretion), on or before the Closing Date, of each of the
following conditions precedent:

(a) Litigation. (i) The Delaware Court of Chancery shall have
entered orders reasonably satisfactory in form and substance to HHH:

(A) approving all of the terms of this Agreement as fair
and reasonable to Dart and its subsidiaries in a
proceeding pursuant to Rule 23.1 of the Rules of the
Court of Chancery of the State of Delaware;

(B) dismissing as against all defendants, with prejudice,
the lawsuits captioned Xxxx X. Xxxx and the Tudor
Trust v. Xxxxxxx Xxxx, et al., Civ. A. Xx. 00000 (Xxx.
Xx. filed Sept. 29, 1993); Xxxxxx X. Xxxx v. Xxxxxx X.
Xxxx, et al., Civ. A. No. 13268 (Del. Ch.);

(ii) each of such orders shall have become final and not subject to
further appeal or rehearing.

- 27 -
33

(b) Plan of Reorganization.

(i) [Intentionally omitted]

(ii) [Intentionally omitted]

(iii) [Intentionally omitted]

(c) Receipt of Escrowed Funds. HHH shall have received the Escrow
Funds, if consented to by RSH in accordance with SECTION 2.2(b)(vii), $700,000
interest earned or accrued thereon since October 6, 1995 and the payments
and/or promissory note deliveries required to be made by Dart at Closing
pursuant to SECTION 2.2(b)(i), less any required tax withholdings specified in
EXHIBIT 20.

(d) Performance. Dart shall have performed in all material respects
the duties imposed on it by this Agreement to be performed by it on or before
the Closing Date, except that HHH shall be obligated to close even if Dart
shall have failed to perform any of its duties under the following sections
("Stipulated Duties") on or before the Closing Date:

---------------------------------------------------------
SECTION NO. FOR
DELIVERY BY DART SUBJECT
---------------------------------------------------------

2.2(b)(ii) Vehicles
---------------------------------------------------------
2.1(a)(iii) Personal effects
---------------------------------------------------------
2.1(a)(ii) Use of Xxxxxx Xxxxxxxx
---------------------------------------------------------
2.2(b)(vi) Life insurance
---------------------------------------------------------
2.2(b)(x) Total option
---------------------------------------------------------
2.2(b)(viii) Legal fees
---------------------------------------------------------
2.2(b)(iii) Estoppel Certificates
---------------------------------------------------------

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34
It is expressly understood that, even though HHH's obligation to close is not
excused by any such failure to perform by Dart, Dart's obligations to HHH in
respect of the Stipulated Duties are not diminished, released or otherwise
affected by the fact that HHH has a duty to close despite Dart's
non-performance. The occurrence of the Closing shall not waive or alter any of
HHH's rights and HHH shall be entitled to pursue all available remedies against
Dart by reason of any non-performance in respect of the Stipulated Duties,
provided, however, that any recovery by HHH shall be limited to specific
performance and actual money damages for breach.

(e) Other Closings. The closings under the Dart/Other Hafts
Agreement, the Dart/RSH First Supplemental Agreement and the Dart/RSH Second
Supplemental Agreement shall have occurred or shall occur simultaneously.

(f) $10 Million Loan. (i) The closing of the $10 million loan from
Dart to the HHH/RSH Tier II Limited Partnership, a Maryland limited
partnership, which will own and pledge to Dart 99% of the equity interests in
the Sully Plaza, Maryland City and Rolling Valley shopping centers, shall have
occurred (which loan shall be 100% without recourse to HHH), simultaneously
with the Closing, pursuant to the Dart/RSH Second Supplemental Agreement and
the Loan Agreement attached as Exhibit C to the Dart/RSH Second Supplemental
Agreement and (ii) RSH shall concurrently prepay or shall have previously
prepaid in full the $10,000,000 in principal amount of notes issued by him to
HHH which by their terms are required to be prepaid upon receipt by RSH of such
$10 million loan.

(g) Dart shall execute and deliver documents acknowledging receipt
of all cash and other property received by it at the Closing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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35

SECTION 4.1. Representations and Warranties of HHH. HHH will
represent and warrant as follows on the Closing Date and, as to the matters set
forth in clauses (a), (b) and (e) below, represents and warrants the same on
the date hereof:

(a) Valid and Binding Obligations. This Agreement has been duly
executed and delivered by HHH and constitutes a legal, valid and binding
obligation of HHH enforceable against HHH in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
similar laws of general application affecting the remedies of creditors
generally, and except that, in the discretion of the court, equitable remedies
may not be available for the enforcement thereof. The Settlement Documents
(other than this Agreement) to which HHH is or will be a party are or, when
executed and delivered by HHH, will be valid and binding obligations of HHH,
enforceable against HHH in accordance with their terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or similar
laws of general application affecting the remedies of creditors generally, and
except that, in the discretion of the court, equitable remedies may not be
available for the enforcement thereof.

(b) No Interference. Except as described on EXHIBIT 26, the
execution, delivery and performance by HHH of each of the Settlement Documents
to which HHH is or will be a party, and the consummation of the transactions
contemplated thereby, will not breach, violate or conflict with any provision
of, give rise to any right of acceleration of any obligation under or
constitute a default under (or an event which with the giving of notice or
lapse of time, or both, would give rise to such a right or constitute such a
default) nor require the consent or waiver of any other party to (i) any
mortgage, lease, note, contract, agreement or instrument to which HHH is a
party or (ii) any law, regulation, order, judgment, writ, decree, decision or
award by which HHH is bound.

(c) No Approvals. Except as described in EXHIBIT 26, no consent,
waiver, release, approval, order or authorization of, or notification to, any
third party or any government or government agency is required in connection
with the execution, delivery or

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36
performance by HHH of the Settlement Documents and the consummation by HHH of
the transactions contemplated thereby.

(d) Title. (i) There are on October 6, 1997 no Liens (as defined
below) created by the signature of HHH or imposed by operation of law against
HHH other than Liens in favor of GGH and Liens on the Dart A Shares included in
the Assets which were originally created to secure First Union Bank ("First
Union Lien"). Except for such Liens, HHH has on October 6, 1997 good and
marketable title to all of the Assets, free and clear of Liens.

(ii) HHH will upon Closing have good and marketable title to all of
the assets being transferred by him to Dart at the Closing (the "Assets"), free
and clear of liens, charges, security interests, restrictions, claims or
encumbrances of any kind ("Liens"), and HHH has not taken any action that could
give rise to any such Lien; provided that HHH makes no representation or
warranty with respect to the HHH Warehouse/Office Building Interests except as
set forth in the Assignment of Warehouse Interests.

(e) Options. Except as described in EXHIBIT 26, HHH owns, and at
all times prior to the Closing will own, good and marketable title to all of
the Options free and clear of any Lien. HHH has not taken and will not take
any action that could give rise to such Lien. HHH does not own and does not
have any right to acquire any other shares of the capital stock of Dart or any
Dart Affiliate except the Options. Upon consummation of the transactions
contemplated by this Agreement at the Closing, HHH shall not beneficially own,
directly or indirectly, any interest in any shares of capital stock (or any
right to acquire any shares of capital stock) of Dart or any Dart Affiliate
other than his rights under (and any interests acquired pursuant to) the pledge
and security agreement executed and delivered by Dart pursuant to SECTION
2.2(h)(i).

(f) Absence of Certain Liens. HHH will on the Closing Date have no
liabilities, obligations or commitments, including, without limitation, those
for taxes of any kind, that, if adversely determined or not discharged or
performed by HHH, will create any Lien on or against any of the Assets.

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37
(g) No Partnership Commitments. To the best knowledge of HHH, there
will on the Closing Date be no liability, commitment or obligation of HHH or
any partnership of which HHH is or has been a general partner, that affects or
could affect any of the Assets.

(h) No Litigation. There will on the Closing Date be no actions,
suits, proceedings, investigations or claims pending or, to the knowledge of
HHH, threatened against HHH or, to the knowledge of HHH, any other party, or
involving any of the Assets, that affect or could affect any of the Assets in
any respect, or that relate to any of the transactions contemplated by this
Agreement and that, if successful, could restrain or prohibit the consummation
of such transactions, and neither HHH nor any Assets is subject to any order,
judgment, writ, decree, decision or award that affects or could affect any of
the Assets in any respect; provided that HHH makes no representation or
warranty with respect to the HHH Warehouse/Office Building Interests except as
set forth in the Assignment of Warehouse Interests.

(i) HHH does not have the present intention to do any of the
following: (a) apply for, or consent in writing to, the appointment of a
receiver, trustee or liquidator; (b) file a voluntary petition seeking relief
under the Bankruptcy Code or be unable, or admit in writing his inability, to
pay his debts as they become due; or (c) make a general assignment for the
benefit of creditors.

(j) The delivery by HHH of certificates at the Closing representing
the Shares in the manner provided in SECTION 2.2(a)(ii) will transfer to Dart
or a Dart Affiliate, as the case may be, good, valid and marketable title to
such shares, free and clear of Liens, except the security interest in stock
securing the June Note.

SECTION 4.2. Representations and Warranties of Dart. Dart will
represent and warrant as follows on the Closing Date and, as to the matters set
forth in clauses (a), (b), (c) and (f) below, on the date hereof:

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38
(a) Organization and Good Standing. Dart is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

(b) Valid and Binding Obligations. Assuming that all conditions
precedent to Closing set forth in SECTION 3.3(a) shall have been fulfilled, as
to which no representation or warranty is made, each of (i) the Settlement
Documents, (ii) the note issued by Dart to HHH on the Closing Date and (iii)
the pledge and security agreement provided to HHH on the Closing Date to which
Dart is or will be a party are or, when executed and delivered by Dart will be
the valid and binding obligations of Dart, enforceable against Dart in
accordance with their terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or similar laws of general application
affecting the remedies of creditors generally, and except that, in the
discretion of the court, equitable remedies may not be available for the
enforcement thereof.

(c) No Interference. Except as described in EXHIBIT 27, the
execution, delivery and performance by Dart of the Settlement Documents to
which Dart is or will be a party and the consummation of the transactions
contemplated thereby will not breach, violate or conflict with any provision
of, give rise to any right of acceleration of any obligation under or
constitute a default under (or an event which with the giving of notice or
lapse of time or both would give rise to such a right or constitute such a
default), nor require the consent or waiver of any other party to (i) any
mortgage, lease, note, contract, agreement or instrument to which Dart is a
party or (ii) any law, regulation, order, judgment, writ, decree, decision or
award by which Dart is bound.

(d) No Approvals. Except as described in EXHIBIT 27, no consent,
waiver, release, approval, order or authorization of, or notification to, any
third party or any government or government agency is required in connection
with the execution, delivery or performance by Dart of the Settlement Documents
to which Dart is or will be a party or the consummation by Dart of the
transactions contemplated thereby.

- 33 -
39

(e) No Litigation. Except as set forth in EXHIBIT 27, there are no
actions, suits, proceedings, investigations or claims pending or, to the
knowledge of Dart, threatened against Dart or, to the knowledge of Dart, any
other party, that relate to any of the transactions contemplated hereby and
that, if successful, could restrain or prohibit the consummation of such
transactions.

(f) Absence of Certain Intentions. Dart does not have the present
intention to do any of the following: (i) apply for, or consent in writing to,
the appointment of a receiver, trustee or liquidator; (ii) file a voluntary
petition seeking relief under the Bankruptcy Code or be unable, or admit in
writing its inability, to pay its debts as they become due; or (iii) make a
general assignment for the benefit of creditors.

SECTION 4.3. Additional Covenants.

(a) HHH covenants that, on or before the Closing, he will cause all
of his liabilities to GGH which are secured by Liens on the Assets to be paid
in full.

(b) HHH further covenants (I) that he will create no consensual
Liens on any one or more of the Assets prior to Closing, except to secure a
lender or lenders for one or more new-money loans substantially all of the
proceeds of which are applied to pay in full the liabilities to GGH referred to
above ("bridge loan") and (II) that if he takes down a bridge loan and the same
is secured by Liens on any of the Assets, he will, at or before Closing cause
all liabilities to the holder or holders of the bridge loan which are secured
by Liens on the Assets to be paid in full.

(c) HHH hereby consents that if at Closing there exist any
consensual Liens created by HHH on any of the Assets other than those referred
to above and HHH fails to pay all good-faith uncontested liabilities secured by
all such Liens and if any of such liabilities not contested in good faith by
HHH to GGH or a holder or holders of a bridge loan shall not have been paid in
full by HHH, then HHH consents to Dart applying proceeds otherwise payable to
HHH to the extent necessary to pay down in

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40
full all such then-unpaid liabilities not contested in good faith by HHH.

(d) Dart covenants that it will not attempt to apply or have applied
any amounts payable to HHH at Closing for use to eliminate the First Union Lien
for which HHH understands RSH has agreed with HHH that RSH will be responsible.

ARTICLE V

COOPERATION; OTHER MATTERS

SECTION 5.1. Pending Litigation. Within six (6) business days
after execution of the last to be executed of this Agreement, the Dart/Other
Hafts Agreement, the Dart/RSH First Supplemental Agreement and the Dart/RSH
Second Supplemental Agreement, counsel for Dart shall prepare and, subject to
approval thereof by counsel for HHH, file appropriate papers with the
appropriate courts to approve this Agreement and the transactions contemplated
hereby (these papers to be prepared at the sole cost and expense of Dart,
except that HHH will be responsible for his own legal fees in reviewing the
same). At or promptly after the execution and delivery of this Agreement, Dart
and HHH shall cooperate in the preparation, delivery and filing of appropriate
pleadings and stipulations to stay, if possible, all Pending Litigation during
the period prior to the Closing or the termination of this Agreement. Neither
party shall use the stay of any Pending Litigation pursuant to this Agreement
as a basis for arguing that the other party failed to prosecute or that such
party has been prejudiced by the lapse of time. Dart and HHH shall cooperate
in the preparation, delivery and filing of appropriate papers with the
appropriate courts for the dismissal with prejudice of all Pending Litigation
except that Dart and HHH shall request that the lawsuit captioned Xxx x.
Xxxxxxx X. Xxxx, et al., C.A. Xx. 00000 (Xxx. Xx. filed Sept. 23, 1994) be
dismissed without prejudice as against defendant Xxxxxxx Xxxxx and with
prejudice as against all other defendants.

SECTION 5.2. New Litigation. Except for claims concerning
enforcement of this Agreement, neither party shall initiate any new litigation
claims against the other party prior to Closing or the termination of this
Agreement. The parties agree that the

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41
time periods prescribed in any statutes of limitations relevant to any claims
they may have against each other are tolled and shall not run from the date of
this Agreement until Closing or the termination of this Agreement.

SECTION 5.3. Cooperation and Support. (a) Subject to clause (d)
below, HHH and Dart shall each support the achievement of fulfillment of all
conditions precedent to Closing before the Bankruptcy Court and the Delaware
Court of Chancery and any other court or tribunal which shall be asked to
assert jurisdiction over the same.

(b) Subject to clause (d) below, Dart and HHH will each cooperate in
the defense of any litigation instituted by any Person challenging, and will
not challenge in any court proceeding this Agreement, the Dart/RSH Settlement
Agreement, the Dart/Other Hafts Agreement, the Dart/RSH First Supplemental
Agreement, the Dart/RSH Second Supplemental Agreement or any of the
transactions contemplated thereby provided, that all legal fees and costs
incurred in such defense of Dart's counsel and expert witnesses, if any, (other
than for HHH's and RSH's personal counsel) shall be paid by Dart. Effective
upon execution and delivery of this Agreement by both HHH and Dart, HHH agrees
not to object, and effective upon such execution and delivery HHH consents, to
any settlement among Dart, Crown, Trak, Dart/SFW Corp., SFW Holding Corp., SFW,
RMH, GGH and LGH provided, however that nothing in the foregoing consent
requires HHH to enter into any agreement or incur any liability or obligation.
If any challenges to the transactions contemplated hereby are made after the
Closing, HHH's sole rights in respect thereof shall be governed by his
indemnification rights provided for in SECTION 2.1(c) above.

(c) Subject to clause (d) below, HHH hereby agrees to cooperate, in
his individual capacity and in his capacities as a stockholder, director,
officer and employee of Dart, with Dart in the full implementation of the
transactions contemplated by this Agreement, the Dart/RSH Settlement Agreement,
the Dart/RSH First Supplemental Agreement, the Dart/RSH Second Supplemental
Agreement and the Dart/Other Hafts Agreement and the financing thereof.

(d) Nothing in this SECTION 5.3 shall require HHH or Dart to waive
any attorney-client privilege. Nothing in this SECTION 5.3

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42
shall require HHH to take any action in his capacity as a director of Dart or
any Dart Affiliate that HHH determines to be inconsistent with the exercise of
his independent judgment as a fiduciary. HHH shall not be required by this
SECTION 5.3 to take or not take any action individually or as a stockholder,
director, officer or employee of Dart if he reasonably determines, based on
written advice of counsel experienced in corporate law, that such action or
inaction would violate any duties imposed on him by law.

(e) In addition, subject to clause (d) above, HHH will cooperate
fully and promptly (including voting in favor of) and not interfere with the
confirmation and consummation of the Other Plans of Reorganization, provided
that no transfers of cash or other consideration thereunder may be payable to
or for the account of RSH or any one or more CPI Debtors unless and until the
Closing shall have occurred.

(f) Each of Dart and HHH shall use reasonable efforts to fulfill all
conditions to closing that are within the power of such party to fulfill;
provided, however, that this SECTION 5.3(f) shall not require Dart or HHH to
waive any conditions to closing and shall not require Dart or HHH to make any
payments or incur any costs not expressly required by this Agreement.
Notwithstanding the foregoing, neither this SECTION 5.3(f) nor any other
provision of this Agreement shall require Dart to agree to any terms, waive any
conditions or fail to perform any of its obligations with respect to the
Dart/Other Hafts Agreement, the Dart/RSH First Supplemental Agreement or the
Dart/RSH Second Supplemental Agreement, it being specifically acknowledged that
the Dart/Other Hafts Agreement may require Dart to close the transactions
pursuant thereto on a date prior to the Closing Date and whether or not the
Closing will occur.

(g) Subject to clause (d) above, HHH shall cooperate fully and
promptly and not interfere with the amended plans of reorganization for the
75th Avenue/Wooded Lot and Bridgeview Warehouses approved by RSH and Dart,
which may become effective prior to the Closing.

(h) Subject to clause (d) above, from and after the date of this
Agreement, HHH will agree not to object to or interfere in any way with, and
will agree to provide any consents that may be reasonably requested by Dart in
connection with any financing,

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43
stock sale, asset sale or other similar transactions by Dart and/or any of its
subsidiaries after approval by a majority of the members of the Board of
Directors of Dart, SFW, Trak or Crown.

(i) Subject to clause (d) above, if and to the extent that clauses
(g) and (h) of this SECTION 5.3 are deemed to be inconsistent with any other
clause of this SECTION 5.3, clauses (g) and (h) shall take precedence.

SECTION 5.4. Further Assurances. HHH and Dart each shall execute
and deliver, or shall cause to be executed and delivered, promptly such
additional documents, assignments, certificates and instruments as the other
party to this Agreement may reasonably request in order to effectuate more
effectively the transactions contemplated by the Settlement Documents.

SECTION 5.5. Liquidation Distributions. In the event that after
the Closing the Board of Directors of Dart, after adopting a plan of complete
liquidation or after dissolution of Dart has been authorized in accordance with
Section 275 of the Delaware General Corporation Law (or any successor or
comparable statutory provision then applicable), may determine to pay a
liquidating distribution to the shareholders of Dart, then Dart may elect to
cap any and all actual and contingent liabilities that it or any Dart
Affiliates or any of their respective affiliates may have to HHH by the
establishment of a reserve fund for such purpose in the aggregate amount of
$1,000,000, it being understood that any unused portion of such reserve fund
may be withdrawn by or on behalf of Dart (or any liquidating trustee for Dart)
or distributed to Dart's stockholders at any time after December 31, 2002;
provided, that establishment of the reserve fund shall not cap any obligations
under the promissory note issued by Dart pursuant to SECTION 2.2(b)(i)(B) AND
(C) of this Agreement and any indemnification obligations for claims that are
pending, or are threatened or asserted in writing, and of which Dart has
written notice before the reserve fund is established.

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44
ARTICLE VI

INDEMNIFICATION

SECTION 6.1. Indemnification by HHH. HHH shall defend, indemnify
and hold Dart, each of its subsidiaries and each of their respective officers,
employees, directors, agents and representatives (the "Dart Indemnitees")
harmless from and against any and all demands, claims, actions, suits,
proceedings, losses, damages, judgments, liabilities, costs and expenses,
including, without limitation, fees and expenses of legal counsel
(collectively, "Costs"), asserted against or incurred by any Dart Indemnitee,
directly or indirectly, arising out of or resulting from any inaccuracy in or
breach of any of the representations, warranties or covenants in any material
respect of HHH contained in any of the Settlement Documents, or any certificate
or other instrument furnished to any Dart Indemnitee by or on behalf of HHH
pursuant to any of the Settlement Documents.

SECTION 6.2. Indemnification by Dart. Dart shall defend, indemnify
and hold HHH and his agents and representatives (the "HHH Indemnitees")
harmless from and against any and all Costs asserted against or incurred by any
HHH Indemnitee, directly or indirectly, arising out of or resulting from any
inaccuracy in or breach of any of the representations, warranties or covenants
in any material respect of Dart contained in any of the Settlement Documents,
or any certificate or other instrument furnished to any HHH Indemnitee by or on
behalf of Dart pursuant to any of the Settlement Documents.

SECTION 6.3. Indemnification Procedure. As soon as is reasonably
practicable after any HHH Indemnitee or any Dart Indemnitee becomes aware of
any claim that it has to recover Costs under this ARTICLE 6, such HHH
Indemnitee or Dart Indemnitee, as the case may be ("Indemnified Party"), shall
notify the other party ("Indemnifying Party") in writing, which notice shall
describe the claim in reasonable detail, and shall indicate the amount
(estimated, if necessary and to the extent feasible) of the claim. The failure
of any Indemnified Party to promptly give any Indemnifying Party such notice
shall not preclude such Indemnified Party from obtaining indemnification under
this ARTICLE 6, except to the extent that such Indemnified Party's failure has
materially prejudiced the Indemnifying Party's rights or materially increased
its liabilities and

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45
obligations hereunder. In the event of a third-party claim which is subject to
indemnification under this ARTICLE 6, the Indemnifying Party shall have the
right, upon agreeing in writing that it is obligated to fully indemnify the
Indemnified Party for the full amount of the claim (to the extent such claim is
proven or settled) and providing satisfactory evidence to the Indemnified Party
that the Indemnifying Party has sufficient financial resources to provide such
indemnification and defend such claim properly, to assume the defense of such
claim by counsel of its own choosing. The Indemnified Party and the
Indemnifying Party shall cooperate with one another in the defense of such
claim, including the settlement of the matter on the basis stipulated by the
Indemnifying Party (with the Indemnifying Party being responsible for all costs
and expenses of such settlement). If the Indemnifying Party within a
reasonable time after notice of a claim fails to defend the Indemnified Party,
the Indemnified Party shall be entitled to undertake the defense, compromise or
settlement of such claim at the expense of and for the account and risk of the
Indemnifying Party.

SECTION 6.4. Remedies to be Cumulative. The remedies to any
Indemnified Party provided herein shall be in addition to, and not in lieu of
any other remedies to which such Indemnified Party is entitled at law or in
equity for any breach or non-compliance by any Indemnifying Party with the
provisions of any of the Settlement Documents, provided, however, that no claim
by a Dart Indemnitee shall constitute a defense to or set off against any
payment obligation of Dart under the June Note unless the same shall be based
solely on wrongful conduct by HHH after the Closing Date.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Payments. All payments to either party under this
Agreement shall be made on the date when due in immediately available funds to
such party's account, or such other account, as such party shall theretofore
have specified in accordance with the provisions of SECTION 7.4.

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46

SECTION 7.2. Expenses. Except as otherwise expressly provided for
herein, each party shall pay its own respective expenses incurred in connection
with this Agreement and the transactions hereunder, including, without
limitation, any sales, transfer or other similar taxes and fees for accountants
and attorneys; provided, however, that any transfer or recordation taxes
payable in connection with the transfer by HHH of his interest in the Warehouse
Interest known as Pennsy I will be paid 50% by HHH and 50% by Dart.

SECTION 7.3. Drafting Party. Each party stipulates that it has
been represented in the negotiations for and the preparation of this Agreement
by counsel of their own choosing; that they have read the Agreement or have had
it read to them by their counsel; that they have had it fully explained to them
by their counsel; and that they are fully aware of its contents and of its
legal effect. Accordingly, HHH and Dart agree that the rule that the language
of this Agreement be interpreted against the drafting party shall not apply.

SECTION 7.4. Notices. Any notices or consents required or
permitted by this Agreement shall be in writing and shall be deemed given if
delivered in person or if sent by certified mail, postage prepaid, return
receipt requested, and by telefax as follows, unless any such address is
changed by notice hereunder:

To HHH:

Xxxxxxx X. Xxxx
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telefax: 000-000-0000

With copies to:

Xxxxxxxx Xxxxx, Esq.
Xxxxx, Xxxxxxx & Xxxxxx, P.C.
City Place II
Xxxxxxxx, XX 00000
Telefax: 000-000-0000

and

Xxxxxxx X. Case, Esq.

- 41 -
47
Xxxxx Xxxx & Xxxxxxxx
0000 X ("Xxx") Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telefax: 000-000-0000

To Dart:

Dart Group Corporation
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
and
Attention: General Counsel
Telefax: 000-000-0000

With a copy to:

Xxxxxxx X. Xxxxx, Esq.
Xxxxx, Day, Xxxxxx & Xxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telefax: 000-000-0000

SECTION 7.5. Amendment and Waivers. This Agreement may be amended
or supplemented only by a written instrument duly executed by or on behalf of
each party hereto. Any term or condition of this Agreement may be waived at
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party waiving such term or condition. No
waiver by either HHH or Dart of such party's rights under any provision of this
Agreement shall constitute a waiver of such party's rights under such provision
at any other time or the waiver of such party's rights under any other
provision of this Agreement. No failure or delay by HHH or Dart in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law or equity.

- 42 -
48

SECTION 7.6. Severability. If any one or more provisions of this
Agreement or any agreement, document or instrument delivered pursuant hereto
(including without limitation the Mutual Releases in the form of EXHIBIT 14)
shall be declared invalid, illegal or unenforceable in whole, in part or in any
respect, the validity, legality and enforceability of all remaining provisions
shall not in any way be affected or impaired.

SECTION 7.7. Survival of Representations and Warranties. The
representations and warranties and covenants of the parties hereto shall
survive the Closing Date.

SECTION 7.8. Governing Law. This Agreement and the documents and
instruments delivered pursuant hereto (except as otherwise provided therein)
shall be governed by and construed in accordance with the laws of the State of
Delaware.

SECTION 7.9. Counterparts. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This
Agreement constitutes the entire agreement and understanding among the parties
hereto and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.

SECTION 7.10. Successors. This Agreement shall be binding upon and
inure to the benefit of Dart and its successors and assigns and HHH and his
estate, administrators, executors, legal representatives in incapacity
proceedings, beneficiaries, heirs and other successors in interest.

SECTION 7.11. Specific Performance; Remedies. (a) HHH and Dart each
acknowledge and agree that in the event of any breach of this Agreement or any
other Settlement Document, the non-breaching party would be irreparably harmed
and could not be made whole by monetary damages. It is accordingly agreed that
HHH and Dart, in addition to any other remedy to which they may be entitled to
at law or in equity, shall be entitled to compel specific performance
(including by temporary restraining orders) of this Agreement or any other
Settlement Document in any action instituted in the Delaware Court of Chancery
or the United States District Court for the District of Delaware, or, in the
event neither of said courts could have jurisdiction over such action,

- 00 -
00
xx xxx xxxxx xx xxx Xxxxxx Xxxxxx or any state having subject matter
jurisdiction.

(b) If this Agreement terminates without the Closing having
occurred, neither party shall have any liability for damages arising out of
this Agreement except for actual damages directly caused by such party's breach
of its express obligations set forth in this Agreement.

(c) HHH and Dart consent to personal jurisdiction in any such action
brought in the Delaware Court of Chancery or the United States District Court
for the District of Delaware.

SECTION 7.12. Termination. (a) Either party may terminate this
Agreement at any time prior to Closing by written notice to the other if at the
time such notice is delivered to any of the Dart/Other Hafts Settlement
Agreement, the Dart/RSH First Supplemental Agreement or the Dart/RSH Second
Supplemental Agreement shall have been terminated or become unenforceable.

(b) Either party may terminate this Agreement at any time prior to
Closing by written notice to the other: (i) if the other party shall have
failed in any material way to perform its obligations under this Agreement and
shall have failed to cure such failure within ten (10) days after written
notice thereof from the other party; (ii) if the Dart/Other Hafts Settlement
Agreement, the Dart/RSH First Supplemental Agreement or the Dart/RSH Second
Supplemental Agreement shall have terminated without closing otherwise than by
reason of default by Dart or any Dart Affiliate; (iii) if the conditions
precedent set forth in Sections 3.3(a) and 3.3(b) and SECTIONS 3.4(a) AND
3.4(b) shall not have been fulfilled on or before June 15, 1998; (iv) if all of
the express conditions to such party's obligation to close set forth in
SECTIONS 3.3 OR 3.4, as the case may be, shall not have been satisfied by June
30, 1998; provided, however, that if the Delaware Court of Chancery shall have
issued a ruling on the application for approval of this Agreement or any
related matters, and any applications for rehearing, notices of appeal or other
similar proceedings with respect thereto have been made or filed
("post-judgment review") then each of the two deadline dates set forth above
shall automatically be extended until the fifteenth Business Day after the
entry of its order on the approval of this Agreement or final resolution of all
such post-judgment review, as the case may be, with the understanding that

- 44 -
50
each of the above dates, if so postponed, will each be postponed to the same
date as the other; or (v) if the Closing shall not have occurred by 11:59 p.m.
(EST) on December 31, 1998.

SECTION 7.13. Time. Time is of the essence in this Agreement.

SECTION 7.14. Assignment. Neither party may assign its rights
hereunder, except that Dart may assign any of its rights under this Agreement
to any Person, who at the time of such assignment, is a Dart Affiliate. The
obligations under this Agreement shall not be the obligations of any Dart
Affiliate.

SECTION 7.15. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give any Person, other than
the parties hereto, any right or remedies under or by reason of this Agreement.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or give either of the parties hereto any right or remedies under or by
reason of any agreement to which it is not a party.

ARTICLE VIII

SECTION 8.1. Limited Right of Dart to Terminate Agreement. (a)
Notwithstanding any other provision of this Agreement, none of the
representations and warranties, covenants, agreements, obligations or
commitments of Dart set forth in this Agreement shall be effective if (i) after
Dart shall have given written notice of this Agreement pursuant to Section 8 of
the Standstill Order to the other Persons subject to the Standstill Order, any
of such Persons shall have timely filed any objection to this

- 45 -
51
Agreement pursuant thereto and (ii) Dart, in good faith, determines
that there might be sufficient merit in such objection that it is in the best
interests for Dart to declare, by written notice to HHH, that it has elected to
invoke this clause (a) and declare this Agreement to have been null and void,
ab initio, whereupon, after the giving of such notice, this Agreement shall be
null and void, ab initio.

(b) This Agreement shall be null, void and of no effect, ab initio, if
on or before the eighth (8th) Business Day after the date of execution and
delivery hereof by Dart, the Delaware Court of Chancery issues any order, writ,
injunction or decree restraining, enjoining or prohibiting in any way the
effectiveness of this Agreement or the consummation of any of the transactions
contemplated by this Agreement.

SECTION 8.2. HHH Bound. All of the provisions of this Agreement
shall be binding on and effective with respect to HHH from the date stated in
the first sentence of this Agreement. HHH hereby acknowledges that adequate
and valid consideration has been received for his agreement to be bound to all
of the provisions of this Agreement from this date, notwithstanding Dart's
right to elect not to be bound pursuant to SECTION 8.1.

- 46 -
52
IN WITNESS WHEREOF, HHH and Dart have executed (or caused to be
executed on its behalf) this Agreement as of the date first above written.

/S/ Xxxxxxx X. Xxxx
------------------------------
Xxxxxxx X. Xxxx

DART GROUP CORPORATION

By: /S/ Ellliot X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Sr. Vice President
Corporate Secretary
Approved and Recommended

/S/ Xxxxxxx X. Xxxxx
------------------------
Xxxxxxx X. Xxxxx,
as Voting Trustee

- 47 -
53
EXHIBIT 1

HHH STOCK OWNERSHIP

Dart Group Corporation
122,747 shares of Class A common stock
Options to purchase 129,750 shares of Class A common stock

Trak Auto Corporation
500 shares of common stock
Options to purchase 6,668 shares of common stock

Crown Books Corporation
500 shares of common stock
Options to purchase 30,000 shares of common stock

54
EXHIBIT 2

Pending Litigation

1. Xxxx v. Xxxxxxx Xxxx, C.A. Xx. 00000 (Xxx. Xx. filed Sept. 29, 1993).

2. Xxx x. Xxxxxxx Xxxx, C.A. Xx. 00000 (Xxx. Xx. filed Sept. 23, 1994).

3. Xxxxxx Xxxx v. Xxxxxx Xxxx, C.A. Xx. 00000 (Xxx. Xx. filed Nov. 23,
1993).

4. Xxxxxx Xxxx v. Xxxxxxx Xxxx, C.A. Xx. 00000 (Xxx. Xx. filed July 18,
1995).

5. Xxxxxxx Xxxx v. Dart Group Corp., C.A. Xx. 00000 (Xxx. Xx. filed Nov.
6, 1995).

6. Xxxxxx Xxxx v. Xxxxx Xxxxxxxx, C.A. Xx. 00000 (Xxx. Xx. filed Oct. 18,
1995).

7. Dart Group Corp. v. Xxxxxxx Xxxx, C.A. No. CAL95-02302 (Prince George's
County, Md. Cir. Ct. filed Feb. 10, 1995).

8. Dart Group Corp. v. Xxxxxxx Xxxx, C.A. No. CAL96-26474 (Prince George's
County, Md. Cir. Ct. filed Dec. 17, 1996).

9. Dart Group Corp. v. Xxxxxxx Xxxx, C.A. No. 96-CV-2788 (D.D.C. filed
Dec. 17, 1996).

55
EXHIBIT 3

CPI DEBTORS

Combined Properties Incorporated
Combined Properties Limited Partnership
Haft Equities-Bladen Limited Partnership
Combined Properties/Ontario Limited Partnership
Haft Equities-Rose Hill Limited Partnership
Haft Equities-Sully Plaza Limited Partnership
Combined Properties/Reseda Associates Limited Partnership
Trak Chicago Limited Partnership I
Combined Properties/Silver Hill Limited Partnership
Xxxxxxx County Associates Limited Partnership
Xxxx-Xxx Associates Limited Partnership
Seventy-Fifth Avenue Associates Limited Partnership
0000 Xxxxxxxx Xxxx Limited Partnership
Xxxxxxxxx Plaza Limited Partnership
Rock Creek Village Associates Limited Partnership

56
EXHIBIT 11

WAIVER, CONSENT AND DISCLAIMER BY XXXXXXX X. XXXX

THIS WAIVER, CONSENT AND DISCLAIMER BY XXXXXXX X. XXXX ("Waiver,
Consent and Disclaimer") is made as of the _____ day of September, 1997 by
XXXXXXX X. XXXX, personally ("HHH"), for the benefit and in favor of each of
XXXXXX X. XXXX ("RSH"), DART GROUP CORPORATION ("Dart"), and TRAK AUTO
CORPORATION.

WITNESSETH:

WHEREAS, Dart and HHH have entered into a Settlement Agreement dated
September ___, 1997 (the "Settlement Agreement") wherein they agree to settle
certain disputes on terms and conditions set forth therein; and

WHEREAS, in furtherance of the consummation of the Settlement Agreement
and the transactions provided for therein, HHH makes this Waiver, Consent and
Disclaimer.

NOW, THEREFORE, in consideration of the foregoing, one Dollar ($1.00)
in hand paid, the reliance by RSH, Dart and Trak Auto Corporation on the
contents of this Waiver, Consent and Disclaimer, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, HHH
hereby states as follows:

1. The foregoing recitals are incorporated in the text of this Waiver, Consent
and Disclaimer as if fully set forth herein.

2. HHH hereby waives, disclaims and disavows any right, title or interest,
direct or indirect, in any shares of Dart Class B Common Stock formerly held by
Haft Equities-General Limited Partnership and distributed by HHH to RSH, Xxxxxx
X. Xxxx, and Xxxxx X. Xxxx pursuant to HHH's letter dated August 4, 1993, a copy
of which is attached hereto as Exhibit A. HHH hereby consents to the delivery to
Dart by RSH on behalf of himself and as the duly authorized representative of
Haft Equities General Limited Partnership of a written waiver of any claim of
right, title or interest in and to such shares.

3. HHH hereby confirms and acknowledges that he has no objection to the
dismissals of RSH and Combined Properties, Incorporated ("CPI") as defendants in
that certain case styled Dart Group Corporation v. Xxxxxxx X. Xxxx, et. al.,
Case No. 95-02302, pending in the Circuit Court for Prince George's County,

57
Maryland (the "Pennsy Case"), and in furtherance thereof, HHH agrees that he
will at Dart's and RSH's request advise the court that he does not oppose
motions filed by Dart in the Pennsy Case on or about October 20, 1995, or
renewals thereof, to dismiss Dart's claims against RSH and CPI and the
counterclaims of RSH and CPI against Dart.

4. This Waiver, Consent and Disclaimer and the contents hereof are irrevocable
and effective as of the date hereof, and the same may be relied upon by Dart
Group Corporation, Trak Auto Corporation and such other persons and entities as
have an interest in the subject matter hereof.

5. In making this Waiver, Consent and Disclaimer, HHH hereby acknowledges and
affirms that he has read the same, and has had its contents explained to him to
his satisfaction by his own legal counsel, that he has received adequate, fair,
good and valuable consideration in respect hereof, and that it is HHH's
intention that the waivers, consents, disclaimers, acknowledgments and
affirmations herein contained shall be forever binding upon him, his
representatives, successors and assigns, and operate as an estoppel for all
purposes with respect to the matters herein contained.

-------------------------------
XXXXXXX X. XXXX, personally

CITY OF WASHINGTON
DISTRICT OF COLUMBIA

On this ____ day of September, 1997, before me personally appeared
Xxxxxxx X. Xxxx, known to me (or satisfactorily proven) to be the person whose
name is subscribed to the above Waiver, Consent and Disclaimer of Xxxxxxx X.
Xxxx, and acknowledged that he executed the same for the purposes therein
contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

-------------------------------
Notary Public

My Commission Expires:

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

58
EXHIBIT 14

FORM OF
MUTUAL RELEASE

THIS MUTUAL RELEASE (this "RELEASE"), dated as of _____________1, 1997,
by and among (1) each of Dart Group Corporation, a Delaware corporation
("DART"), Crown Books Corporation, a Delaware corporation, Trak Auto
Corporation, a Delaware corporation, Dart/SFW Corp., a Delaware corporation, SFW
Holding Corp., a Delaware corporation, Shoppers Food Warehouse Corp., a Delaware
corporation, and Total Beverage Corporation, a Delaware corporation
(collectively, the "DART COMPANIES"), and (2) Xxxxxxx X. Xxxx ("HHH") is being
delivered pursuant to that certain Settlement Agreement, dated July 14, 1997, by
and between Dart Group Corporation and HHH (the "SETTLEMENT AGREEMENT"). Except
as otherwise defined herein, capitalized terms used in this Release shall have
the meanings ascribed to such terms in the Settlement Agreement.

WITNESSETH:

WHEREAS, Dart and HHH are parties to the Settlement Agreement, pursuant
to which they have agreed to the settlement of certain lawsuits and other
disputes between HHH and the Dart Companies, on the terms and subject to the
conditions set forth therein;

WHEREAS, to implement the Settlement Agreement the parties hereto have
agreed to enter into this Release.

NOW, THEREFORE, for and in consideration of Dart and HHH entering into
the Settlement Agreement and of the closing of the transactions contemplated
thereby, for the promises and agreements therein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Release by Dart and Affiliates. The Dart Companies, for (a)
themselves and their respective administrators, successors, assigns and
Affiliates, and (b) their respective present and former officers, directors,
employees, stockholders, attorneys (excluding Xxxxxx, Xxxxxx & Xxxxxxxxx and its
partners ("WCP")) and agents, as provided in this Section 1 and in Section 6
(collectively, the "DART RELEASE PARTIES"), hereby permanently, irrevocably and

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

1 To be dated the Closing Date

59
unconditionally release and forever discharge HHH, and his heirs, executors,
administrators, successors, assigns and present and former employees, attorneys
(excluding WCP) and agents (collectively, the "HHH RELEASE PARTIES"), from any
and all manner of claims, demands, damages, actions, causes of action,
contracts, agreements, charges, sums of money, claims for attorneys' fees and
lawsuits of every kind and description whatsoever, at law or in equity, whether
known or unknown, now existing or which may hereafter arise under the laws of
the United States (including without limitation the federal securities laws),
any State or territory thereof including without limitation their respective
securities laws, or any other jurisdiction, for or by reason of any matter,
cause, or thing whatsoever on or prior to the date hereof, or that may arise
after the date hereof based on facts occurring, or omissions made, prior to the
date hereof, regardless of whether future damages may result therefrom, except
as provided in Section 5 hereof (collectively, "Claims") against the HHH Release
Parties, or any one or more of them,

SECTION 2. Release by HHH and Affiliates.

(a) HHH, for himself and all of the other HHH Release Parties,
hereby permanently, irrevocably and unconditionally releases and forever
discharges (subject to the limitations set forth in Sections 5 and 6 and the
ensuing provisions of this Section 2) the Dart Release Parties from any and all
manner of Claims against the Dart Release Parties or any one or more of them,
except that GGH, LGH, RMH and RSH is each released by the foregoing provisions
of this paragraph only from any one or more Claims arising solely out of acts or
omissions occurring in his or her capacity as officer, director, employee,
attorney, agent or stockholder of any one or more of the Dart Companies, it
being understood that all Claims arising out of acts or omissions by any one or
more of them occurring in their capacities as individuals or in any capacity
other than as an officer, director, employee, attorney, agent or stockholder for
any one or more of the Dart Companies are expressly not released by this
paragraph.

(b) HHH, for himself and all of the other HHH Release Parties,
hereby permanently, irrevocably and unconditionally releases and forever
discharges each entity that is currently or hereafter becomes controlled by, and
50% or more of the equity interests in which are or become owned by, any one or
more of HHH, GGH, LGH, RMH or RSH or any combination of them and subsequently
becomes directly or indirectly controlled by, and 50% or more of the equity
interests in which are or become owned by, any one or more of the Dart Companies
(a "DART ACQUIRED ENTITY"), from any and all manner of Claims (except as
provided in Sections 5 or 6 hereof) that any HHH Release Party may now or
hereafter have in connection with the Heads of Agreement, the Heads of Agreement
II, and/or that certain Indemnification Agreement, dated as of July 31,

60
1994, by HHH and Xxxxxx X. Xxxx for the benefit of Xxxxxx, Xxxxxx and Xxxxx Xxxx
(as guaranteed by various partnerships and corporations, including, without
limitation, Combined Properties/Ontario Limited Partnership, 0000 Xxxxxx Xxxxx
Associates Limited Partnership, Haft/Equities-Sully Plaza Limited Partnership,
Combined Properties/Forbes Boulevard Limited Partnership and CP/Forbes
Boulevard), that certain Settlement Agreement dated as of August 16, 1996,
between RSH and HHH, and any other agreement pursuant to which any entity which
is now or hereafter becomes a Dart Acquired Entity is jointly, severally, or
jointly and severally liable as guarantors or indemnitors with respect to any
obligations of RSH, HHH or any entity directly or indirectly controlled by RSH
or HHH. This release shall not be effective as to any Dart Acquired Entity
unless and until one or more Dart Release parties shall have at any time on or
after the date hereof, individually or collectively, directly or indirectly,
controlled or owned 50% of the equity interests of such Dart Acquired Entity. As
used herein, "Entity" does not include an individual human being.

SECTION 3. Non-assignment. Each of the Dart Release Parties represents
and warrants to the HHH Release Parties that such Dart Release Party has not
assigned or transferred to any other person or entity any claim such Dart
Release Party has or may have arising out of or by reason of any matter, cause
or thing whatsoever occurring prior to the date hereof against any of the HHH
Release Parties. Likewise, each HHH Release Party has not assigned or
transferred to any other person or entity any claim such HHH Release Party has
or may have arising out of or by reason of any matter, cause or thing whatsoever
occurring prior to the date hereof against any of the Dart Release Parties.

SECTION 4. Non-acquisition. Each of the Dart Release Parties covenants
to each of the HHH Release Parties that such Dart Release Party will not
knowingly acquire, purchase or otherwise obtain any claim arising out of or by
reason of any matter, cause or thing whatsoever against any of the HHH Release
Parties. Likewise, each of the HHH Release Parties covenants to the Dart release
Parties that such HHH Release Party will not knowingly acquire, purchase or
otherwise obtain any claim arising out of or by reason of any matter, cause or
thing whatsoever against any of the Dart Release Parties. Claims arising under
the Settlement Documents shall be excluded form the covenants set forth in this
Section 4.

SECTION 5. Excluded Claims. Notwithstanding any other provisions of
this Release, this Release shall not affect any rights or claims of any Dart
Release Party or any HHH Release Party arising under or preserved in Section 2.1
of the Settlement Documents.

61
SECTION 6. No Release of Other Hafts or Partnerships or Corporations
other than Dart and Dart Affiliates. Notwithstanding any other provision of this
Release, neither GGH, LGH, RMH or RSH, nor any partnerships or corporations
other than Dart and Dart Affiliates shall be deemed to be among the persons
constituting either Dart Release Parties, Dart Acquired Entities or HHH Release
Parties for purposes of this Release, provided, that GGH, LGH, RMH and RSH shall
constitute Dart Release Parties for purposes of all matters (a) arising out of
or relating to their prior positions as officers, directors, employees, agents
or stockholders of any of the Dart Companies or (b) with respect to which they
at any time have a right of indemnification from or against any of the Dart
Companies as officers, directors, employees, agents or designees. Nothing in
this Release shall be construed to affect any Claims by the Dart Release
Parties, Dart Acquired Entities or the HHH Release Parties against or any one or
more of GGH, LGH, RMH and RSH and any one or more partnerships or corporations
other than Dart and Affiliates of Dart to which this Release has become
effective, except that the HHH Release Parties hereby release all claims they
may have against any of GGH, LGH, RMH and RSH (a) arising out of or relating to
their prior positions as offices, directors, employees, agents or shareholders
of any of the Dart Companies or (b) with respect of which they at any time have
a right of indemnification as officers, directors, employees, agents or
designees from or against any of the Dart Companies, it being understood that
the immediately preceding subclauses (a) and (b) shall not in any manner
constitute a release by the HHH Release Parties of any of GGH, RMH, LGH, or RSH
to the extent of any obligations of any such parties to HHH created under any
one or more of Heads of Agreement, Heads of Agreement II and/or that certain
Indemnification Agreement dated as of July 31, 1994 by HHH and RSH for the
benefit of GGH, RMH and LGH. Without limitation of the foregoing, nothing in
this document releases RSH or any Combined Entities from any obligations
incurred by them or liabilities they may have under the Settlement Agreement
dated as of August 16, 1996, as amended, including without limitation,
obligations and liabilities under all agreements and documents executed,
delivered and released in connection with the closing held under such Settlement
Agreement.

SECTION 7. Waivers. No delay on the part of a party hereto in
exercising any right, power or privilege granted hereunder shall operate as a
waiver thereof, and no purported waiver of any default, breach or violation of
any term or provision contained herein shall be deemed to be a waiver of such
term or provision unless the waiver is in writing and signed by the waiving
party. No such waiver shall in any event be deemed a waiver of any subsequent or
other default, breach or violation. The rights or remedies herein expressly
specified are cumulative and not exclusive of any other rights and remedies
which the parties would otherwise have.

62
SECTION 8. Severability; Enforceability. In case any provision of this
Release shall be held to be illegal, invalid or unenforceable under present or
future laws effective while this Release remains in effect, the legality,
validity and Enforce ability of the remaining provisions will no in any way be
affected or impaired thereby.

SECTION 9. Governing Law. THIS RELEASE WILL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS
PRINCIPLES CONCERNING CONFLICTS OF LAW, AND ANY ACTIONS UNDER THIS RELEASE SHALL
BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF DELAWARE OR THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE.

SECTION 10. No Limitation by Other Releases. The Dart Release Parties
and the HHH Release Parties specifically recognize that any and all releases
specifically mentioned herein in no way shall be construed to limit this Release
as to any claims not specifically mentioned herein, as it is the intent of the
Dart Release Parties and the HHH Release Parties to release any and all claims,
known or unknown, against each other.

SECTION 11. Due Diligence. The Dart Release Parties and the HHH Release
Parties specifically warrant that they have exercised due diligence to ascertain
the extent of rights, if any, concerning any claims against each other,
including but not limited to any and all claims which are, were, or could have
been asserted prior to the date of this Release, and hereby forever waive the
right to bring such claims, whether or not specifically mentioned in this
Release.

SECTION 12. Different Facts. The Dart Release Parties and the HHH
Release Parties specifically acknowledge that the facts with respect to which
this Release is executed may turn out to be other than or different from the
facts now known to or believed by them to be true, and that they therefore
expressly assume the risk of the facts turning out to be different and agree
that this Release shall be in all respects effective and not subject to
termination or rescission by reason of any different facts.

SECTION 13. Counterparts. This Release may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.

63
IN WITNESS WHEREOF, the undesigned have executed, or have caused this
Release to be executed on their behalf, on the date first written above.

Attest: DART GROUP CORPORATION

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxxxx X. Xxxxx
Chairman of the Executive
Committee of the Board of Directors

Attest: CROWN BOOKS CORPORATION

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxxxx X. Xxxxx
Chairman of the Executive
Committee of the Board of Directors

Attest: TRAK AUTO CORPORATION

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Xxxxxxx X. Xxxxx
Chairman of the Executive
Committee of the Board of Directors

Attest: DART/SFW CORP.

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Name:
Title:

64
Attest: SFW HOLDING CORP.

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Name:
Title:

Attest: SHOPPERS FOOD WAREHOUSE CORP.

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Name:
Title:

Attest: TOTAL BEVERAGE CORPORATION

By:
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, Secretary Name:
Title:

------------------------------- ----------------------------------
Witness XXXXXXX X. XXXX

65
EXHIBIT 19

CONTRIBUTION AND SUBORDINATION AGREEMENT

THIS CONTRIBUTION AND SUBORDINATION AGREEMENT (this "Agreement"), dated
__________ __, 1997, is made by and among, Dart Group Corporation, A Delaware
corporation ("Dart"), HHH/RSH Tier II Limited Partnership, a Maryland limited
partnership (the "Retained Partnership"), Xxxxxx X. Xxxx (RSH"), Xxxxxxx X. Xxxx
("HHH"), the Releasing Guarantors listed on Schedule 1 hereto and the Released
Guarantors listed on Schedule 2 hereto.

Recitals

A. It is contemplated that Dart may make a $10 million loan (the "RSH/HHH
Loan") pursuant to the RSH/HHH Loan Agreement (as such term is defined
in the Settlement Agreement dated as of August 18, 1997, among Dart,
certain Affiliates of Dart, Xxxxxx X. Xxxx, Xxxxxx X. Xxxx and Xxxxx X.
Xxxx (the "Settlement Agreement")), repayment of which would be secured
in party by, among other things, all of HHH and RSH's rights, title and
interest in and to the Collateral (as defined in Section 2(a) of this
Agreement) and the Retained Partnership.

B. All of the parties to this Agreement, except Dart and the Retained
Partnership, are parties to an Indemnification Agreement, dated as of
July 31, 1994 (the "Indemnification Agreement"), under which HHH and
RSH agreed to indemnify Xxxxxx X. Xxxx ("RMH"), Xxxxxx X. Xxxx ("GGH")
and Xxxxx X. Xxxx ("LGH") and collectively "RGH") with respect to,
among other things, "all claims . . . made or incurred by, or asserted
against, any of [RGL]" in connection with all liabilities or
obligations that RMH, LGH or GGH may have in connection with "all
partnership, corporate and individually held interest of the Haft
Family in that collection of entities, through which the Haft Family
owns, operates or manages their privately held warehouses (the
"Combined Entities") . . . ." The Combined Entities, which include
guaranteed these indemnification obligations of HHH and RSH to RGL.
Each of the Combined Entities has certain rights to seek contribution
from the other Combined Entities in the event that it pays more than
its share of any of the guaranteed indemnification obligations.

C. If Dart makes the RSH/HHH Loan, the Retained Partnership, pursuant to
the terms and provisions of that certain Retained Partnership Guaranty,
will become a Guarantor under the Indemnification Agreement.

66
D. Dart is unwilling to make the RSH/HHH Loan unless the Releasing
Guarantors (1) release all rights of contribution they may have against
the Released Guarantors, and (2) subordinate any claims they now have,
or may hereafter have in the Collateral to the claims of Dart.

Agreements

NOW THEREAFTER, to induce Dart to enter into the RGL Settlement
Agreement, to enter into the RSH/HHH Loan Agreement and to make the loans
contemplated thereunder, the parties hereto hereby agree as follows:

1. Release of Released Guarantors. Each of the Releasing guarantors
irrevocably and unconditionally hereby releases each of the Released Guarantors
from any and all manner of claims, demands, damages, actions, causes of action,
contracts, agreements, charges, sums of money, claims for attorney's fees and
lawsuits of every kind and description whatsoever, in law or equity, whether
known or unknown, for contribution, or otherwise (a "Claim") under, or in
connection with, the Indemnification Agreement, that certain Settlement
Agreement dated as of August __, 1997 between RSH and HHH, and any other
agreements pursuant to which any of the Released Guarantors are jointly,
severally, or jointly and severally liable in any respect to HHH, RSH, RMH, GGH,
LGH or any entity directly or indirectly controlled by one or more of such
persons.

2. Subordination of Claims.

(a) Subordination of Claims. Any Claim, however arising, which any
Releasing Guarantor may now or hereafter have in or against or with respect to
any of the Collateral shall be subject, junior and subordinate to any Claim that
Dart or any affiliate of Dart now or hereafter has against the Guarantors for,
or with respect to any Collateral for, the obligations owing to Dart under the
RSH/HHH Loan and to any unsecured Claim or Dart or any affiliate of Dart against
any Guarantor or the Retained Partnership to the extent that Dart or such
affiliate has any secured or unsecured Claims arising in connection with or
relating to the RSH/HHH Loan. The term "Collateral" shall mean: (i) all general
and limited partnership interest or shares in Combined Property/Forbes Limited
Partnership, CP/Forbes Boulevard, Inc., Haft/Equities-Sully Plaza Limited
Partnership, Combined Property/Ontario Limited Partnership and 0000 Xxxxxx Xxxxx
Associates Limited Partnership (collectively, the "Collateral Entities"); and
(ii) all property of and interests in the property of the Collateral Entities
and of the Retained Partnership, whenever acquired and wherever located, that is
collateral security for the indebtedness to Dart arising under the RSH/HHH Loan,
including, without limitation, any direct or indirect interests in the Rolling
Valley, Maryland

67
City and Sully shopping centers and the 0000 Xxxxxx Xxxxxxxxx office building
(but excluding any other property or interest of RSH, HHH or of the Releasing
guarantors that may hereafter be acquired by any of the Collateral Entities or
the Retained Partnership, if and to the extent such acquisition was for less
than fair value.

(b) Extent of Subordination. The subordinations and priorities
specified herein are applicable irrespective of the time, manner or order of
attachment or perfection of any security interest in the Collateral, or the time
or order of filing of any financing statements, or the giving or failure to give
notice of the acquisition or expected acquisition of any purchase money security
interest or other security interest. Such subordinations and priorities shall
remain effective notwithstanding the amendment or modification of the documents
governing the FSH/HHH Loan or governing the grant of any security interest in
the Collateral to secure repayment of the indebtedness arising under the RSH/HHH
Loan or the commencement of a case by or against either Dart of any obligor
under the RSH/HHH Loan under Title 11 of the United States Code or any similar
insolvency or moratorium laws; except that such subordination shall not be
effective to the extent that Dart hereafter increases the principal amount owing
under the RSH/HHH Loan or extends the maturity date thereof.

(c) Standstill. Until all of the obligations owed to Dart, or any
affiliate of Dart, under the HHH/RSH Loan have been paid in full, no Releasing
Guarantor shall accept any payment from the Retained Partnership or any entity
constituting (or the partnership interest in which, or capital stock of which,
constitute) a part of the Collateral. Each Releasing Guarantor agrees to refrain
from taking any action against the Collateral unless it shall have obtained
Dart's prior written consent or Dart shall have been repaid in full for all
amounts owing under the RSH/HHH Loan. No Releasing Guarantor shall obtain or
take any action to obtain any judgment under which it could attach or seize any
of the Collateral in any way until Dart shall have been repaid in full for all
amounts owing under the RSH/HHH Loan. If, prior to the repayment in full of the
RSH/HHH Loan, an RGH Release Party has been granted or otherwise obtains
possession of Collateral then, in addition to any obligations or remedies
imposed or provided under the Uniform Commercial Code (the "UCC") or other
applicable law, the RGL Release Parties shall hold such Collateral, any right,
title or interest therein and any proceeds thereof in trust for the Dart
Companies (the "Trust Property"), and turn over such Trust Property to the Dart
Companies as soon as practicable.

(d) Rights on Default. Each Releasing Guarantor acknowledges that
Dart has and is entitled to exercise all of the rights and remedies of a secured
creditor under the UCC with respect to the Collateral,

68
including, without limitation, the right to take possession of and dispose of
the Collateral after an event of default, and to accept the Collateral as
discharge of the obligations under the RSH/HHH Loan to the extent permitted
under the UCC. If Dart were to elect to sell the Collateral in a public or
private sale, conducted in accordance with the UCC, any purchaser of all or any
part of the Collateral shall take such Collateral free and clear of all rights
and interests of any of the Releasing Guarantors (including, without limitation,
any rights or interests of any of the RGL Releasing Guarantors in the property
or assets of any of the Collateral Partnerships(, and the Releasing Guarantors
shall have such rights and interests in and to the proceeds of any such sale,
after payment in full of all obligations owed to Dart or any affiliate of Dart
under the HHH/RSH Loan, as may be provided under the UCC.

3. No Challenge to Dart Company Rights in the Collateral.

No Releasing Guarantor shall challenge the attachment, validity,
perfection, priority or extent of any Claim of Dart or any affiliate of Dart in
the Collateral or with respect to the Retained Partnership in any judicial,
administrative or alternative dispute resolution proceeding.

4. Waivers.

No delay on the part of a party hereto in exercising any right, power
or privilege granted hereunder shall operate as a waiver thereof, and no
purported waiver of any default, breach or violation of any term or provision
contained herein shall be deemed to be a waiver of such term or provision unless
the waiver is in writing and signed by the waiving party. No such waiver shall
in any event be deemed a waiver of any subsequent or other default, breach or
violation. The rights or remedies herein expressly specified are cumulative and
not exclusive of any other rights and remedies which the parties would otherwise
have.

5. Severability; Enforceability.

In case any provision of this Agreement shall be held to be illegal,
invalid or unenforceable under present or future laws effective while this
Agreement remains in effect, the legality, validity and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

6. Governing Law.

This Agreement will be governed by and construed in accordance with the
laws of the Commonwealth of Virginia, without regard to its principles
concerning conflicts of law, and any actions under this Agreement may be

69
brought in the courts of the Commonwealth of Virginia or the United States
District Court for the Eastern District of Virginia.

7. Different Facts.

Each Releasing guarantor specifically acknowledges that the facts with
respect to which this Agreement is executed may turn out to be other than or
different from the facts now known to or believed by it to be true, and that it
therefore expressly assumes the risk of the facts turning out to be different
and agrees that this Agreement shall be in all respects effective and not
subject to termination or rescission by reason of any different facts.

8. Notices.

Notices given in connection with this Agreement shall be in writing and
be deemed to have been given when actually received by telecopy or otherwise or
five (5) days after being deposited in the United States mail, postage prepaid,
addressed to a party hereto at the address set forth below such party's
signature to this Agreement, or to such other address designated by such party
by notice to each other party.

9. Counterparts.

This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.

10. Additional Parties.

HHH agrees that on and after the date hereof he shall cause any
entities that he now or hereafter controls, directly or indirectly, which
entities are or become indemnitors/guarantors under the Indemnification
Agreement to become parties hereto and to execute and deliver to Dart, the
Retained Partnership and RSH a counterpart hereof.

RSH agrees that on and after the date hereof, he shall cause any
entities that he now or hereafter controls, directly or indirectly, which
entities are or become indemnitors/guarantors under the Indemnification
Agreement to become parties hereto and to execute and deliver to Dart, the
Retained Partnership and HHH a counterpart hereof.

11. Amendments.

70
This Agreement may be amended only by a writing signed by duly
authorized representatives of all parties hereto.

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

DART GROUP CORPORATION

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

Address:
------------------------------

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

COMBINED PROPERTIES/ONTARIO HAFT EQUITIES-BLADEN LIMITED
LIMITED PARTNERSHIP PARTNERSHIP

By: CP Holdings CA, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

71
0000 XXXXXX XXXXX ASSOCIATES XXX AND XXXXXXXX PARTNERSHIP
LIMITED PARTNERSHIP

By: CP Holdings MD, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

HAFT/EQUITIES SULLY PLAZA ROCK CREEK VILLAGE
LIMITED PARTNERSHIP ASSOCIATES LIMITED
PARTNERSHIP

By: CP Holdings VA, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

COMBINED PROPERTIES/FORBES HAFT EQUITIES-ROSE HILL
BOULEVARD LIMITED LIMITED PARTNERSHIP
PARTNERSHIP

By: CP/Forbes Boulevard, Inc., By: CP Holdings VA, Inc., General
General Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

00
XX/XXXXXX XXXXXXXXX INC.

By: _________________________
Xxxxxx X. Xxxx, President

Address:
------------------------------

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

COMBINED PROPERTIES/RESEDA 0000 XXXXXXXX XXXX LIMITED
ASSOCIATES LIMITED PARTNERSHIP
PARTNERSHIP

By: CP Holdings CA, Inc., General By: CP Holdings VA, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

COMBINED XXXXXXX COUNTY ASSOCIATES
PROPERTIES/MONTEBELLO LIMITED PARTNERSHIP
LIMITED PARTNERSHIP

By: CP Holdings CA, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

73
XXXX-XXX ASSOCIATES LIMITED
PARTNERSHIP

By: CP Holdings VA, Inc., General
Partner

By: _________________________
Xxxxxx X. Xxxx, President

Address:
------------------------------

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

COMBINED PROPERTIES/SILVER ARROW LEASE ACQUISITION
HILL LIMITED PARTNERSHIP LIMITED PARTNERSHIP

By: CP Holdings MD, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

COMBINED PROPERTIES/40 WEST CP ACQUISITION LIMITED
LIMITED PARTNERSHIP PARTNERSHIP

By: CP Holdings MD, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

74
COMBINED CP/GREENBRIAR RETAIL
PROPERTIES/GREENWAY CENTER INVESTMENTS LIMITED
LIMITED PARTNERSHIP PARTNERSHIP

By: CP Holdings MD, Inc., General By: CP Greenbriar Retail Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

COMBINED PROPERTIES/XXXXXX XX/CP GREENBRIAR OFFICE
XXXXXX PLAZA LIMITED INVESTMENTS LIMITED
PARTNERSHIP PARTNERSHIP

By: CP Holdings MD, Inc., General By: CP Greenbriar Office Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

COMBINED PROPERTIES VIRGINIA XXXXXXXXX PLAZA LIMITED
PLAZA LIMITED PARTNERSHIP PARTNERSHIP

By: CP Holdings VA, Inc., General By: Xxxxxxxxx Plaza Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

75
COMBINED PROPERTIES/BULL RUN CAPITAL RESOURCES LIMITED
LIMITED PARTNERSHIP PARTNERSHIP

By: Bull Run, Inc., General By: Capital Resources I Corp., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

CP ACQUISITION II LIMITED COMBINED PROPERTIES LIMITED
PARTNERSHIP PARTNERSHIP

By: CPALP, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

MCLEAN CHAIN BRIDGE LIMITED RETAIL LEASE ACQUISITION
PARTNERSHIP LIMITED PARTNERSHIP

By: CP Holdings VA, Inc., General By: CP Holdings MD, Inc., General
Partner Partner

By: _________________________ By: _________________________
Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, President

Address: Address:
------------------------------ ------------------------------

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

76
TRAK CHICAGO LIMITED COMBINED PROPERTIES
PARTNERSHIP I INCORPORATED

By: CP Holdings MD, Inc., General By: _________________________
Partner Xxxxxx X. Xxxx, President

By: _________________________ Address:
Xxxxxx X. Xxxx, President ------------------------------

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

------------------------------
Address:
------------------------------

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

HAFT EQUITIES GENERAL LIMITED CP/GREENBRIAR OFFICES, INC.
PARTNERSHIP

By: CP Holdings MD, Inc., General By: _________________________
Partner Xxxxxx X. Xxxx, President

By: _________________________ Address:
Xxxxxx X. Xxxx, President ------------------------------

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

------------------------------
Address:
------------------------------

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

SEVENTY-FIFTH AVENUE LIMITED CP/GREENBRIAR RETAIL, INC.
PARTNERSHIP

By: CP Holdings MD, Inc., General By: _________________________
Partner Xxxxxx X. Xxxx, President

By: _________________________ Address:
Xxxxxx X. Xxxx, President ------------------------------

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

------------------------------
Address:
------------------------------

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

77
RSH/HHH TIER II LIMITED CPALP, INC.
PARTNERSHIP

By: By:
----------------------------------- ------------------------------------
,President Xxxxxx X. Xxxx, President
---------------------

Address: Address:
------------------------------ ------------------------------

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

BULL RUN, INC.

By: ________________________
Xxxxxx X. Xxxx, President

78
The undersigned, Xxxxxxx X. Xxxx, hereby agrees to be bound by the
terms of this Agreement personally and in his capacity as an officer and general
partner of the Combined Entities to the extent that the undersigned is an
officer or general partner of any of the Combined Entities.

-------------------------------------
Xxxxxxx X. Xxxx

The undersigned, Xxxxxx X. Xxxx, hereby agrees to be bound by the terms
of this Agreement personally and in his capacity as an officer and general
partner of the Combined Entities to the extent that the undersigned is an
officer or general partner of any of the Combined Entities.

-------------------------------------
Xxxxxx X. Xxxx

14
79
EXHIBIT 21

FORM OF JUNE NOTE
-----------------

PROMISSORY NOTE

$9,250,000 ____________ ___, 1997(1)

FOR VALUE RECEIVED, DART GROUP CORPORATION, a Delaware corporation
(the "MAKER"), promises to pay to the order of Xxxxxxx X. Xxxx, or assigns (the
"PAYEE" or the "HOLDER"), at 0000 00xx Xxxxxx, Xxxxxxxxxx, X.X. 00000, or at
such other place as the Holder of this Note may from time to time designate by
written notice delivered to the Maker, on June 1, 1998 (the "MATURITY DATE"),
the principal amount of Nine Million Two Hundred Fifty Thousand and 00/100
Dollars ($9,250,000), or so much thereof as may remain outstanding, together
with simple interest on the unpaid principal amount hereof from (and including)
the date hereof to (but excluding) the date the entire unpaid principal amount
hereof shall have been paid in full, at a rate per annum (computed on the basis
of a 360-day year comprised of twelve 30-day months) equal to five percent
(5%).

Interest due under this Note shall be payable monthly, in arrears,
commencing on ___________, 1997,(2) and continuing on the first day of each
month thereafter and on the Maturity Date, when the entire unpaid principal
amount hereof, together with all accrued and unpaid interest thereon, shall
be due and payable in full. All payment hereunder shall be made in lawful
money of the United States of America and in immediately available funds,
without any offset, reduction, deduction or diminution.

This Note is the June Note issued pursuant Section 2.2(b)(i)(B) to
that certain Settlement Agreement, dated as of _______, 1997, between the Maker
and the Payee (the "SETTLEMENT AGREEMENT"), and is secured by the collateral
described in that certain Pledge and Security Agreement granted by Maker to
Payee pursuant to Section 2.2(b)(i)(D) of the Settlement Agreement, of even
date herewith, (the "PLEDGE AGREEMENT"). The Holder is entitled to the
benefits of the Pledge Agreement, and reference is made thereto for a
description of the collateral and the rights and remedies of the Holder
thereunder. All capitalized terms used herein and not otherwise defined shall
have the meanings set forth (or incorporated by reference) in the Settlement
Agreement.

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

(1) To be dated the Closing Date.

(2) To be dated the first day of the first month after month in which the
Closing Date occurs.
80
This Note shall be subject to prepayment at the option of the Maker,
in whole or in part and without penalty, at any time and from time to time.

The entire unpaid principal amount of this Note, and all accrued and
unpaid interest hereon, shall be subject to mandatory prepayment upon the
occurrence of a Special Transaction.

The occurrence of one or more of the following events, for any reason
whatsoever, shall be an event of default ("EVENT OF DEFAULT") hereunder:

(a) The Maker fails to make any payment of principal on any Note
when due and payable, whether at the Maturity Date, upon mandatory prepayment
or by acceleration;

(b) The Maker fails to make any payment of interest on any Note
and such failure continues for more than twenty (20) days after the same shall
be due and payable;

(c) The Maker fails to make any payment of interest or principal
on any indebtedness of Maker for borrowed money (other than indebtedness owed
by Maker to any Affiliate of Maker) and such failure continues for more than
thirty (30) days after any applicable grace periods;

(d) The Maker is unable to pay its debts generally as they become
due, files a petition to take advantage of any insolvency statute, makes an
assignment for the benefit of its creditors, or files a petition or answer
seeking reorganization or arrangement or similar relief under the federal
bankruptcy laws or under the provisions of any other law for the relief or aid
of debtors; or

(e) A court of competent jurisdiction enters an order, judgment or
decree appointing a custodian, receiver, trustee, liquidator or conservator of
the Maker and such order, judgment or decree continues unstayed and in effect
for a period of sixty (60) days, or approves a petition filed against any of
the Maker seeking reorganization or arrangement or similar relief under the
federal bankruptcy laws, or under the provisions of any other law for the
relief or aid of debtors, which petition is not dismissed within sixty (60)
days or there is commenced against the Maker any proceeding or petition seeking
reorganization, arrangement or similar relief under the federal bankruptcy
laws, or under the provisions of any other law for the relief or aid of
debtors, which proceeding or petition remains undismissed for a period of sixty
(60) days; or

(f) Dart shall, or shall permit Trak, Crown, SFW or any other Dart
Affiliate to, make any Restricted Payment. As used herein the term
"Restricted Payment" means any distribution (whether in cash or in any other
form of

2
81
consideration or asset) or payment in respect of any of shares of capital stock
(including without limitation by way of dividend, redemption, repurchase,
exchange, split or otherwise) other than (a) regular cash dividends declared
and paid no more often than once per quarter on Class A stock of Dart in
amounts no greater than those declared for the quarter ended July 31, 1997 or
(b) Restricted Payments to Dart or to a Subsidiary of Dart all of the issued
and outstanding capital stock of which is owned by Dart or another wholly-owned
subsidiary of Dart or (c) at or after the date of issuance of this Note to
Xxxxxxx X. Xxxx or his designee, but not before that date, one or more
Restricted Payments by Trak and/or Crown of which Dart receives not less than
its pro rata portion (based on its proportion of stock ownership in Trak and/or
Crown, as the case may be), and which involve payments to shareholders of Trak
and/or Crown other than Dart totaling not more than $7.5 million in the
aggregate..

At any time when an Event of Default has occurred and is continuing,
the Holder may by written notice to the Maker declare the entire unpaid
principal amount hereof, and all accrued and unpaid interest hereon, to be
accelerated, whereupon (1) the entire unpaid principal amount hereof, and all
accrued and unpaid interest hereon, shall be immediately due and payable, and
(2) the Holder shall be entitled to exercise any one or more of the rights and
remedies exercisable upon an Event of Default under the Pledge Agreement, or as
provided at law or in equity. Failure to exercise said option or to pursue
such other rights and remedies shall not constitute a waiver of such option or
such other rights and remedies or of the right to exercise any of the same in
the event of any subsequent Event of Default.

The Maker promises to pay all costs and expenses (including without
limitation reasonable attorneys' fees and disbursements) reasonably incurred by
the Payee, after the occurrence of an Event of Default, in connection with the
collection hereof or in the protection or realization of any collateral now or
hereafter given as security for the repayment hereof (including without
limitation the collateral provided under the Pledge Agreement).

Any payment on this Note coming due on a Saturday, a Sunday, or a day
which is a legal holiday in the State of Delaware or the State of Maryland
shall be made on the next succeeding business day, and any extension of the
time of payment shall be included in the computation of interest hereunder.

Each Obligor (which term shall include the Maker and all makers,
sureties, guarantors, endorsers, and other persons assuming obligations
pursuant to this Note) under this Note hereby waives presentment, protest,
demand, notice of dishonor, and all other notices, and all defenses and pleas
on the grounds of any extension or extensions of the time of payments or the
due dates of this Note, in whole or in part, before or after maturity, with or
without notice. No renewal or

3
82
extension of this Note, no release or surrender of any collateral given as
security for this Note, no release of any Obligor, and no delay in enforcement
of this Note or in exercising any right or power hereunder or under the Pledge
Agreement, shall affect the liability of any Obligor.

No single or partial exercise by the Holder of any right hereunder or
under the Pledge Agreement shall preclude any other or further exercise thereof
or the exercise of any other rights. No delay or omission on the part of the
Holder in exercising any right hereunder shall operate as a waiver of such
right or of any other right under this Note.

Any notice under this Note shall be given in the manner set forth in
Section 11 of the Pledge Agreement.

Whenever used herein, the words "Maker" and "Holder" and "Obligor"
shall be deemed to include their respective successors and assigns.

This Note shall be governed by and construed under and in accordance
with the laws of the State of Delaware.

The Maker hereby agrees that any action or proceeding under this Note
may be commenced against it in any court of record within the State of
Delaware. Nothing herein shall affect the right of the Holder to commence
legal proceedings or otherwise proceed against the Maker in any other
jurisdiction or court.

4
83
IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed on its behalf as of the day and year first hereinabove set forth.

[SEAL]

ATTEST: DART GROUP CORPORATION

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

DISTRICT OF COLUMBIA ) SS:

I, _______________, Notary Public in and for the jurisdiction aforesaid,
do hereby certify that _________________________, who is personally well known
to me as the person named as _________________ of Dart Group Corporation, the
Maker in the foregoing Note bearing date the ___ day of ____________ 1997,
personally appeared before me in said jurisdiction, and as said
______________________ and by virtue of the authority vested in him/her,
acknowledged said Note to be the act and deed of said corporation, and that
he/she delivered the same as such.

Witness my hand and official seal this _____ day of ___________ 1997.

-----------------------------------
Notary Public

(Notarial Seal) My Commission Expires
-------------

5
84

EXHIBIT 22

FORM OF

SECURED NOTE PLEDGE AND SECURITY AGREEMENT

THIS SECURED NOTES PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") is
made and entered into this ____ day of ________, 199_(1) by DART GROUP
CORPORATION, a Delaware corporation ("PLEDGOR"), in favor of the holders of
that certain June Promissory Note, of even date herewith, of Pledgor to the
order of HHH due June 1, 1998 in the principal amount of $9,250,000 (the "JUNE
NOTE"). The holders of the Secured Notes are hereinafter collectively referred
to as the Secured Party.

W I T N E S S E T H :

WHEREAS, Pledgor has entered into a Settlement Agreement (as such may
be modified, amended or supplemented from time to time, the "SETTLEMENT
AGREEMENT") with HHH, dated as of ___________, 1997,* pursuant to which, among
other things, Pledgor has issued the Secured Notes to HHH; and

WHEREAS, all capitalized terms used herein and not defined shall have
the meanings set forth (or incorporated by reference) in the Secured Notes.

NOW, THEREFORE, in consideration of the benefits accruing to Pledgor,
the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby
makes the following representations and warranties to the Secured Party and
hereby covenants and agrees with the Secured Party as follows:

SECTION 1. Security for Obligations. This Agreement is made by
Pledgor to secure:

(a) the full and prompt payment and performance when due
(whether at the Maturity Date, by mandatory prepayment or by
acceleration) of all obligations of Pledgor to Secured Party under the
Secured Notes; and

(b) the full and prompt performance when due of all
obligations of Pledgor to Secured Party under this Agreement; and

(b) in the event of any proceeding for the collection or
enforcement of any of the obligations referred to in clause (i) above
after an Event of Default shall have occurred and be continuing, the
reasonable

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

(1) To be dated the Closing Date.
85
expenses of retaking, holding, preparing for sale or lease, selling or
otherwise disposing or realizing on the Collateral (as hereinafter
defined) or of any exercise by the Secured Party of such person's
rights hereunder with respect thereto, together with reasonable
attorneys' fees and court costs.

All such obligations, sums and expenses set forth in clauses (a) and
(b) of this Section 1 are hereinafter collectively referred to as the "SECURED
OBLIGATIONS".

SECTION 2. Certain Definitions.

As used herein, the term "PLEDGED STOCK" shall mean the shares of
common stock owned by the Pledgor and listed on Schedule A to this Agreement,
as such Pledged Stock may be adjusted from time to time as provided on Schedule
A, and the certificates representing such Pledged Stock.

As used herein, the term "ISSUER" shall mean, with respect to any of
the Pledged Stock, the entity listed as the "ISSUER" of such Pledged Stock on
Schedule A.

SECTION 3. Pledge.

3.1. Pledge. To secure the Secured Obligations and for the purposes
set forth in Section 1 hereof, Pledgor hereby pledges and assigns and grants to
the Secured Party a first priority continuing security interest in all of the
following, whether now existing or hereafter acquired (collectively, the
"COLLATERAL"):
(a) the Pledged Stock;

(b) all cash, securities, interest, dividends, distributions,
rights and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Stock; and

3.2. Delivery of Stock Certificates.

(a) Simultaneously with the execution and delivery of this
Agreement, Pledgor is delivering to the Agent (as hereinafter defined), as
agent for the Secured Party, certificates for shares of the Pledged Stock,
registered in the name of Pledgor, accompanied by stock powers duly executed by
Pledgor in blank, with

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Pledgor's signature guaranteed by a Medallion Signature Guaranty, together with
any documentary tax stamps and any other documents necessary to cause the
Secured Party to have a good, valid and perfected first lien on, pledge of and
security interest in the Pledged Stock.

(b) Upon the occurrence and during the continuance of an Event of
Default, any or all of the shares of the Pledged Stock may, at the option of
the Secured Party, be registered in the name of the Secured Party or in the
name of his nominee, and Pledgor hereby covenants that, in such event, upon
demand of the Secured Party, Pledgor shall cause the Issuer to effect such
registration.

3.3. Substitution. At the option of Pledgor, Pledgor may at any
time deliver to the Secured Party a letter of credit in the face amount equal
to the outstanding principal amount of the Secured Notes plus the amount of all
unpaid interest thereon scheduled to accrue through the Maturity Date, which
letter of credit shall expire not sooner than seven (7) days after the Maturity
Date and shall otherwise contain such customary terms, and be issued by such
financial institution, as are reasonably acceptable to the Secured Party. Upon
receipt by the Secured Party of such letter of credit, (a) the Agent shall
promptly, upon notice from Pledgor, deliver to Pledgor all of the Collateral
(including, without limitation, the Pledged Stock) then in the possession of
the Agent and (b) the Secured Party shall duly assign, transfer and deliver to
Pledgor (without recourse and without any representation or warranty) the
Collateral then in his possession.

SECTION 4. Appointment of Agent/Escrow Agreement.

The Secured Party shall appoint _________________________ (together
with its successors and assigns, the "AGENT") as his agent for the purpose of
(a) retaining physical possession of the certificates representing the Pledged
Stock, which may be held (subject to Section 3.2(b) hereof) in the name of the
Pledgor, duly endorsed in blank or in favor of the Secured Party or any nominee
or nominees of the Secured Party or an agent appointed by the Secured Party,
and (b) holding and applying any other Collateral in accordance with the terms
of this Agreement. The agreement by which the Agent agrees to serve in such
capacity, and any amendments thereof, shall be in form and substance mutually
satisfactory to both Pledgor and the Secured Party, and neither Pledgor nor the
Secured Party shall enter into any other agreement with the Agent with respect
to the subject matter hereof without the prior written consent of the other.
The costs and expenses of the Agent shall be paid by Pledgor.

SECTION 5. Voting Rights, Dividends and Distributions.

5.1. Voting Rights. Prior to (a) the occurrence of an Event of
Default and (b) the lapse of ten days thereafter, Pledgor shall be entitled to
exercise any and all

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voting and other consensual rights and powers pertaining to the Pledged Stock
or any part thereof and the other Collateral; provided, however, that no vote
shall be cast or any consent, waiver or ratification given or any action taken
which would violate (or cause Pledgor to violate) any of the terms of this
Agreement. After the occurrence of an Event of Default, Pledgee shall be the
sole Person entitled to vote.

5.2. No Dividends or Distributions. All dividends and distributions
made on or in respect of the Pledged Stock, and any and all cash and other
property received in exchange for or redemption of any of the Pledged Stock,
shall be delivered to Agent to be held and applied, as part of the Collateral,
as set forth in this Agreement.

SECTION 6. Remedies on Default.

6.1. Sale of Collateral.

(a) If at any time an Event of Default shall have occurred and be
continuing and shall have resulted in acceleration of the maturity of the
Secured Obligations, then, in addition to having all of the rights of a secured
party upon default under the Uniform Commercial Code as then in effect in any
applicable jurisdiction (the "UCC"), the Secured Party may, to the extent
permitted by law, without being required to give any notice to Pledgor except
as expressly provided below:

(i) apply any cash held by the Secured Party hereunder in
the manner provided in Section 6.2 below; and

(ii) if there shall be no such cash or if the cash so
applied shall be insufficient to pay in full the items specified
in such Section 6.2, collect, receive, appropriate and realize
upon the Collateral or any part thereof, and sell, assign,
contract to sell or otherwise dispose of and deliver the
Collateral or any part thereof, in one or more portions, at public
or private sale or at any broker's board, on any securities
exchange or elsewhere, for cash, upon credit or for future
delivery, and at such price or prices as the Secured Party may
reasonably deem best, and, subject to Section 6.1(h) hereof, the
Secured Party may (except as otherwise provided by law) be the
purchaser of any or all of the Collateral so sold and thereafter
may hold the same, absolutely, free from any right or claim of
whatsoever kind.

(b) In the event of a sale of the Pledged Stock as aforesaid, the
Secured Party is authorized, at any such sale, if the Secured Party deems it
advisable so to do in order that such sale may be effected in such manner as to
comply with all applicable state and federal securities laws, to restrict the
number of prospective

4
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bidders or purchasers and/or further restrict such prospective bidders or
purchasers to persons who will represent and agree that they are purchasing for
their own account, for investment, and not with a view to the distribution or
resale of the Pledged Stock, and may otherwise require that such sale be
conducted subject to restrictions as to such other matters as the Secured Party
may reasonably deem necessary in order that such sale may be effected in such
manner as to comply with all applicable state and federal securities laws.
Upon any such sale, the Secured Party shall have the right to deliver, assign
and transfer to the purchaser thereof the Pledged Stock so sold.

(c) Pledgor hereby acknowledges that, notwithstanding that a higher
price might be obtained for the Pledged Stock at a public sale than at a
private sale or sales, the making of a public sale of the Pledged Stock may be
subject to registration requirements under federal and state securities laws
and similar other legal restrictions compliance with which would require such
actions on the part of Pledgor, would entail such expenses, and would subject
the Secured Party, any underwriter through whom the Pledged Stock may be sold
and any controlling person of any thereof to such liabilities, as would make a
public sale or the Pledged Stock impractical. Accordingly, Pledgor hereby
acknowledges that (i) private sales of the Pledged Stock made by the Secured
Party in accordance with the provisions of this Section 6.1 may be at prices
and on other terms less favorable to the seller than if the Pledged Stock were
sold at public sale; and (ii) the Secured Party shall have no obligation to
take any steps in order to permit the Pledged Stock to be sold at a public
sale.

(d) Each purchaser or Collateral at any such sale made in accordance
with the provisions of this Section 6.1 shall hold the property sold,
absolutely, free from any claim or right of whatsoever kind, including any
equity or right of redemption of Pledgor. Upon any sale of Collateral by the
Secured Party made in accordance with the provisions of this Section 6.1
(whether by virtue of the power or sale herein granted, pursuant to judicial
process or otherwise), the receipt of the Secured Party or any agent thereof
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold, and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Secured Party or agent or be answerable in any way for the
misapplication or nonapplication thereof. The Secured Party shall give Pledgor
not less than ten (10) days' prior written notice of the Secured Party's
intention to make any public or private sale of Collateral and Pledgor shall
have the right, during the period following receipt of such notice until the
date of any public sale specified in such notice, or in the case of any private
sale, until such time as the Secured Party shall have entered into an agreement
for the sale of Collateral (or any portion thereof), to redeem the Collateral
by payment in full of the Secured Obligations and all amounts described in
Section 6.2(a) hereof. Such notice, in case of public sale, shall state the
time and place fixed for such sale,

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89
and, in case of sale at broker's board, on a securities exchange, or elsewhere,
shall state the board, exchange or other location at which such sale is to be
made and the day on which the Collateral, or that portion thereof so being
sold, will first be offered for sale at such location, and such notice shall be
deemed to be reasonable notification of such matters.

(e) Any public sale of Collateral shall be held at such time or
times within the ordinary business hours and at such place or places as the
Secured Party may fix in the notice of such sale. Any sale of the Collateral
held by the Secured Party may be sold in one lot as an entirety or in parts, as
the Secured Party may determine. The Secured Party shall not be obligated to
make any sale pursuant to any such notice. The Secured Party may, without
notice or publication, adjourn any sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for the sale, and such
sale may be made at any time or place to which the same may be so adjourned.
In case of any sale of all or any part of the Collateral on credit or for
future delivery, the Collateral so sold may be retained by the Secured Party
until the selling price is paid by the purchaser thereof, but the Secured Party
shall not incur any liability in case of the failure of such purchaser to take
up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may again be sold upon like notice.

(f) The Secured Party, instead of exercising the power of sale
herein conferred upon him, may proceed by a suit or suits at law or in equity
to foreclose this Agreement and sell the Collateral held by the Secured Party,
or any portion thereof, under a judgment or decree of court or courts of
competent jurisdiction.

(g) On any sale of the Collateral, the Secured Party is hereby
authorized to comply with any limitation or restriction in connection with such
sale that the Secured Party may be advised by counsel in writing is necessary
in order to avoid any violation of applicable law or in order to obtain any
required approval of the purchaser or purchasers by any Governmental Authority
or officer or court.

(h) Notwithstanding anything contained herein to the contrary, the
Secured Party hereby agrees (i) not to purchase the Collateral if a third party
has made an offer to purchase the Collateral at a price which would repay in
full the Secured Obligations and all amounts described in Section 6.2(a) hereof
and (ii) that if the Secured Party does purchase the Collateral, he will sell,
transfer or otherwise dispose of the Pledged Stock within six (6) months after
the date of acquisition thereof.

(i) If an Event of Default shall have occurred and be continuing,
Dart will, at the Secured Party's request, use its reasonable efforts to file a
registration statement the form of which is, under the rules and regulations of
the Securities

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and Exchange Commission, suitable for effecting a public offering in which
stock constituting any part of the Collateral (hereafter "Stock Collateral")
shall be offered for sale and to cause such registration statement to become
effective within 120 days after the filing of such registration statement. In
connection with such registration of the Stock Collateral:

(i) Dart shall indemnify and hold harmless each Secured
Party and any underwriter (as defined in the Securities Act of
1933, as amended (the "Act")) for such Secured Party from and
against any and all losses, damages, liabilities, claims, costs or
expenses (each a "Loss" and collectively "Losses"), to which such
Secured Party or any such underwriter becomes subject under the
Act or otherwise, insofar as such Losses are caused by any untrue
statement of any material fact contained in such registration
statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided,
however, that Dart will not be liable in any such case to the
extent that any such Losses arise out of or are based upon (A) an
untrue statement or omission made in conformity with information
furnished by the Secured Party seeking indemnification in writing
specifically for use in the preparation of a registration
statement or (B) a Secured Party's failure to deliver a copy of
the registration statement, prospectus or any amendments or
supplements thereto; and

(ii) Each Secured Party shall indemnify and hold harmless
Dart, its officers, directors and agents, each other Secured
Party, and any underwriter, from and against any and all Losses to
which such indemnified person or entity becomes subject under the
Act or otherwise which are caused by any untrue statement of any
material fact contained in such registration statement, any
prospectus contained therein, or any amendment or supplement
thereto, or arise out of or are based upon the omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in
which they were made, not misleading, in each case to the extent
that such untrue statement or omission was so made in reliance
upon written information furnished by such indemnifying Secured
Party for use in the preparation of such registration statement.

6.2 Application of Proceeds. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral as aforesaid
shall be applied as follows:

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(a) First, to the payment of all reasonable costs and
expenses of every kind incurred by the Secured Party in connection
therewith or incidental to the care, safekeeping or otherwise of
any of the Collateral required to be paid by Pledgor hereunder,
including, without limitation, reasonable attorneys' fees and
expenses;

(b) Second, to the payment to the Secured Party in
satisfaction of the Secured Obligations owed to the Secured Party;
and

(c) Third, to the payment of any surplus then remaining
from such proceeds to Pledgor, unless otherwise required by law or
directed by a court of competent jurisdiction;

provided, however, that Pledgor shall be liable for any deficiency if such
proceeds are insufficient to satisfy all of the Secured Obligations.

SECTION 7. Remedies Cumulative.

Each right, power and remedy of the Secured Party provided for in this
Agreement or the Secured Notes or now or hereafter existing at law or in equity
or by statute shall be cumulative and concurrent and shall be in addition to
every other such right, power or remedy. The exercise or beginning of the
exercise by the Secured Party of any one or more of the rights, powers or
remedies provided for in this Agreement or the Secured Notes or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Secured Party of all such
other rights, powers and remedies, and no failure or delay on the part of the
Secured Party to exercise any such right, power or remedy shall operate as a
waiver thereof.

SECTION 8. Duties of the Secured Party.

The rights conferred on the Secured Party hereunder are solely to
protect the Secured Party's interest in the Collateral as security for the
Secured Obligations and shall not impose any duty upon the Secured Party to
exercise any such rights. The Secured Party shall not have any duty as to any
Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any of the Collateral,
except that with respect to the custody, safekeeping and physical preservation
of any Collateral in the Secured Party's possession, under Section 9-207 of the
UCC or otherwise, the sole duty of the Secured Party shall be to deal with it
in the same manner as the Secured Party deals with similar securities and
property for the Secured Party's own account. To the fullest extent permitted
by law, the Secured Party shall not be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so and shall not
be under any obligation to sell or otherwise dispose of any

8
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Collateral upon the request of Pledgor or otherwise. The Secured Party shall
be accountable only for amounts that the Secured Party actually receives as a
result of the exercise of such powers, and the Secured Party shall not be
responsible to Pledgor for any act or failure to act with respect to the
Collateral, other than the Secured Party's negligence or willful misconduct.

SECTION 9. Further Assurances.

Pledgor agrees that it will join with the Secured Party in executing
and will file and refile under the UCC such financing statements, continuation
statements and other documents in such offices as the Secured Party may
reasonably deem necessary or appropriate and wherever required or permitted by
law in order to perfect and preserve the security interest in the Collateral
created hereunder, and hereby authorizes the Secured Party to file financing
statements and amendments thereto relative to all or any part of the Collateral
without the signature of Pledgor where permitted by law, and agrees to do such
further acts and things and to execute and deliver to the Secured Party such
additional conveyances, assignments, agreements and instruments as such person
may reasonably require or deem advisable to effectuate the purposes of this
Agreement or to further assure and confirm unto the Secured Party his rights,
powers and remedies hereunder.

SECTION 10. Termination; Release.

Upon the Termination Date (as defined below), this Agreement shall
terminate and (a) the Agent, at the request of Pledgor, shall promptly deliver
to Pledgor all of the Collateral (including, without limitation, the Pledged
Stock) then in the possession of the Agent, and (b) the Secured Party, at the
request of Pledgor, shall promptly execute and deliver to Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of
this Agreement, and will duly assign, transfer and deliver to Pledgor (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Secured Party and as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement. As used in
this Agreement, the term "TERMINATION DATE" shall mean the date upon which the
Secured Notes are paid in full and all other Secured Obligations, if any, then
owing shall have been paid in full.

SECTION 11. Notices.

All notices, demands, requests, or other communications which may be
or are required to be given, served or sent by any party to any other party
pursuant to this Agreement or the Secured Notes shall be in writing and shall
be delivered by nationally recognized overnight courier, mailed by first class,
registered or

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certified mail, return receipt requested, postage prepaid, or transmitted by
hand delivery, addressed as follows:

If to the Maker or the Pledgor:

Dart Group Corporation
0000 00xx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary

with a copy (which shall not constitute notice) to:

Xxxxxxx X. Xxxxxx, Esq.
Xxxxx, Day, Xxxxxx & Xxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000

If to the Holder or the Secured Party:

Xxxxxxx X. Xxxx
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000

with a copy (which shall not constitute notice) to:

Xxxxxxx X. Case, Esq.
Xxxxx Xxxx & Xxxxxxxx
0000 X (Xxx) Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000

If to Agent:

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

Each party may designate by notice in writing a new address to which
any notice, demand, request or communication may thereafter be so given, served
or sent. Each notice, demand, request or communication which shall be given or
made in the manner described above shall be deemed sufficiently given or made
for all purposes at such time as it is delivered to the addressee (with the
return receipt, the delivery receipt or statement of messenger being deemed
conclusive, but not exclusive, evidence of such delivery) or at such time as
delivery is refused by the addressee upon presentation.

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SECTION 12. Amendment.

No amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the party
against whom enforcement of the amendment, modification or discharge is sought.

SECTION 13. Benefit and Assignment.

This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.

SECTION 14. Waiver.

No delay or failure on the part of any party hereto in exercising any
right, power or privilege under this Agreement or under any other instruments
given in connection with or pursuant to this Agreement shall impair any such
right, power or privilege or be construed as a waiver of any default or any
acquiescence therein. No single or partial exercise of any such right, power
or privilege shall preclude the further exercise of such right, power or
privilege, or the exercise of any other right, power or privilege. No waiver
shall be valid against any other party hereto unless made in writing and signed
by the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.

SECTION 15. Severability.

If any part of any provision of this Agreement shall be invalid or
unenforceable in any respect, such part shall be ineffective to the extent of
such invalidity or unenforceability only, without in any way affecting the
remaining parts of such provision or the remaining provisions of this
Agreement.

SECTION 16. Governing Law.

THIS AGREEMENT, THE RIGHTS AND OBLIGATION OF THE PARTIES HERETO, AND
ANY CLAIMS OR DISPUTES RELATING THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

SECTION 17. Interpretation.

All pronouns and any variations thereof of this Agreement shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.

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SECTION 18. Headings.

Section headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this
Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

SECTION 19. Submission to Jurisdiction.

PLEDGOR AND THE SECURED PARTY HEREBY SUBMIT TO THE NONEXCLUSIVE
JURISDICTION OF A COURT OF RECORD IN THE STATE OF DELAWARE OR IN THE COURTS OF
THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, FOR THE PURPOSES
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. PLEDGOR AND THE SECURED PARTY IRREVOCABLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH
THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 20. Execution.

This Agreement may be executed in as many counterparts as may be
required, and it shall not be necessary that the signatures of, or on behalf
of, each party, or that the signatures of all persons required to bind any
party, appear on each counterpart; but it shall be sufficient that the
signature of, or on behalf of, each party, or that the signatures of the
persons required to bind any party, appear on one or more of the counterparts.
All counterparts shall collectively constitute a single agreement.

IN WITNESS WHEREOF, Pledgor and the Secured Party has executed or
caused this Secured Notes Pledge and Security Agreement to be duly executed as
of the date first above written.

[SEAL] DART GROUP CORPORATION
Attest:

By: By:
------------------------------ -----------------------------
Corporate Secretary Name:
Title:

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SECURED PARTY

--------------------------------
Xxxxxxx X. Xxxx

DISTRICT OF COLUMBIA ) SS:

I, ________________________________, Notary Public in and for the
jurisdiction aforesaid, do hereby certify that _____________________________,
who is personally well known to me as the person named as _________________ of
Dart Group Corporation, party to the foregoing Secured Notes Pledge and
Security Agreement bearing date the _______ day of ______________, 1997,
personally appeared before me in said jurisdiction, and as said _______________
and by virtue of the authority vested in him/her, acknowledged said Secured
Notes Pledge and Security Agreement to be the act and deed of said corporation,
and that he/she delivered the same as such.

Witness my hand and official seal this _____ day of ______________,
1997.

------------------------------------
Notary Public

(Notarial Seal) My Commission Expires

DISTRICT OF COLUMBIA ) SS:

I, ________________________________, Notary Public in and for the
jurisdiction aforesaid, do hereby certify that Xxxxxxx X. Xxxx, who is
personally known to me, party to the foregoing Secured Notes Pledge and
Security Agreement bearing date the _______ day of ______________, 1997,
personally appeared before me in said jurisdiction, and acknowledged said
Secured Notes Pledge and Security Agreement to be his act and deed, and that he
delivered the same as such.

Witness my hand and official seal this _____ day of ______________,
1997.

------------------------------------
Notary Public

(Notarial Seal) My Commission Expires

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SCHEDULE A
(to Secured Note Pledge
and Security Agreement)

PLEDGED STOCK

A. Initial Pledged Stock. The Pledged Stock securing the obligations of the
Pledgor to Secured Party shall initially consist of certain of the
outstanding and issued common stock of Pledgor and Trak Auto Corporation,
a Delaware corporation ("TRAK") (or if Dart shall have sold any part of
Trak, then SFW Holding Corp. ("SFWH"), which Pledged Stock is owned by
Pledgor, as follows:

Pledged Stock Issuer

1. $20,000,000 worth of shares of common stock of Trak
Trak (or SFWH) (or such greater amount as
may be required to comply with applicable laws and
regulations); and

2. 122,247 shares of Class A Common Stock of Pledgor
Pledgor.

B. Adjustments to Pledged Stock. On the first business day of each month
following the date of the Agreement until the Secured Notes are paid in
full (each such date being a "DETERMINATION DATE"), Pledgor shall deliver
by fax to Pledgee a written statement of Pledgor's determination of the
Collateral Value (as defined below). If (1) on any Determination Date
the Collateral Value is not equal to the Required Collateral Valuation
Amount (as defined below) and (2) HHH has not sent to Pledgor sooner than
the fifth business day after such first business day a written objection
as to Pledgor's determination of value, then on the sixth business day
after such Determination date:

(i) if the Collateral Value is less than the Required Collateral
Valuation Amount, Pledgor shall deliver to the Security
Perfection Agent certificates evidencing such additional number
of shares of common stock of Trak registered in the name of
Pledgor (duly endorsed for transfer or accompanied by signed
stock powers (in either case, with signatures guaranteed by
Medallion Signature Guaranty)) as shall be necessary for the
Collateral Value as of such Determination Date to equal the
Required Collateral Valuation Amount; provided, however, that
Pledgor shall not be obligated to deliver more than 3,962,246

98
shares of the common stock of Trak as collateral for any
obligations of Pledgor to Secured Party whether arising under
this Agreement, the Secured Notes, any other agreement or
promissory note, or otherwise; and

(ii) if the Collateral Value as of any Determination Date is greater
than the Required Collateral Valuation Amount, the Security
Perfection Agent shall return to Pledgor certificates evidencing
such number of shares of common stock of Trak (together with any
endorsements or other stock powers as shall have been delivered
in connection with such common stock by Pledgor) as shall be
necessary for the Collateral Value as of such Determination Date
to equal the Required Collateral Valuation Amount.

C. Certain Definitions. For purposes of this Schedule A, the following
terms shall have the meanings set forth below:

(i) "COLLATERAL VALUE" for any Determination Date shall be an amount
equal to the sum of 100% of the aggregate value of the shares of
common stock of Trak constituting a part of the Pledged Stock,
determined by reference to the average of the closing bid/asked
prices as reported on the NASDAQ (or any other national
securities exchange) for the thirty (30) trading days
immediately prior to such Determination Date; plus the value of
any cash constituting a part of the Collateral.

(ii) "REQUIRED COLLATERAL VALUATION" means an amount equal to 200%
(or such higher percentage, if any, as may at any time be
required by applicable law or regulation) of the then aggregate
principal amount outstanding under the Secured Note.

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1 EXHIBIT 99.2 SETTLEMENT AGREEMENT

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