ROLLING PIN KITCHEN EMPORIUM, INC. SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS SECOND AMENDMENT TO THE COMMON STOCK PURCHASE WARRANT (the "Second Amendment"), is effective as of the 11th day of December 1998, by ROLLING PIN KITCHEN...

                       ROLLING PIN KITCHEN EMPORIUM, INC.

               SECOND AMENDMENT TO COMMON STOCK PURCHASE WARRANT

     THIS SECOND AMENDMENT TO THE COMMON STOCK PURCHASE WARRANT (the "Second
Amendment"), is effective as of the 11th day of December 1998, by ROLLING PIN
KITCHEN EMPORIUM, INC. (formerly, HOME RETAIL HOLDINGS, INC.) (the "Company")
and GREENFIELD COMMERCIAL CREDIT, L.L.C. ("GREENFIELD").

     WHEREAS, the Company executed, issued and delivered a Common Stock Purchase
Warrant, dated August 20, 1998 (the "Warrant"), evidencing the right of
GREENFIELD to the purchase of 40,602 fully paid and non-assessable shares of
Common Stock of the Company;

     WHEREAS, the Company has agreed to make a certain additional payment to
GREENFIELD relating to a loan GREENFIELD made to the Company; and

     WHEREAS, in connection therewith, XXXXXXXXXX has agreed to remove its right
to cause the Company to redeem the Warrant and the shares exercisable
thereunder;

     WHEREAS, in connection with the foregoing, the Company and GREENFIELD
agreed to amend the Warrant pursuant to the Amendment to Common Stock Purchase
Warrant, dated as of November 23, 1998 (the "First Amendment);

     NOW, THEREFORE, in consideration of the foregoing Recitals, the terms,
covenants and conditions hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company agrees to the following amendments to the Warrant, and XXXXXXXXXX
consents to such amendments, as follows:


1.   Sections 3.6 of the Warrant is deleted in the entirety and shall have no
     force and effect.

2.   The First Amendment is hereby terminated and is null and void in all
     respects.

3.   Except as expressly amended and modified herein, the terms and provisions 
     of the Warrant are hereby confirmed, affirmed and ratified as if fully set
     forth herein.

4.   This Second Amendment may be executed in counterparts and via facsimile.

5.   This Second Amendment shall be binding upon and shall inure to the benefit
     of the Company and GREENFIELD, and their respective successors and assigns.



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6.   This Second Amendment shall be null and void if the Company fails to pay
     GREENFIELD the sum of $100,000 on the earlier of (i) within 10 days of the
     closing of the Company's upcoming public offering or (ii) January 29,
     1999.



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     IN WITNESS WHEREOF, the parties have signed this Second Amendment to the
Warrant, intending to be legally bound thereby as of the day and date first set
forth above.

Attest:                            ROLLING PIN KITCHEN EMPORIUM, INC.
Secretary

/s/ Xxxx X. Xxxxxx                 By: /s/ Xxxx X. Xxxxxxx 
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ACCEPTED, ACKNOWLEDGED AND AGREED

                                   GREENFIELD COMMERCIAL CREDIT, L.L.C.


/s/ Xxxx X. Xxxxxxxxxx             By: /s/ Xxxxxx X. Xxxx, Xx.
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