December 1, 1998 Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of September 5, 1996, as amended or otherwise modified from time to time (the "Loan Agreement") between Congress Financial Corporation...

December 1, 1998

       Reference is made to that certain Amended and Restated Loan and
Security Agreement, dated as of September 5, 1996, as amended or otherwise
modified from time to time (the "Loan Agreement") between Congress Financial
Corporation (Central)("Lender") and each of Xxxxxxx, Xxxxxx and Company, a
Michigan corporation ("Xxxxxxx") and Xxxxxxxxx Stores, Inc., an Ohio
corporation ("Xxxxxxxxx").  Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to such terms in the Loan
Agreement.

       Pursuant to Section 1.23 of the Loan Agreement, the Maximum Credit for
(i) the period commencing on September 1, 1998 through and including November
30, 1998 is $50,000,000 and (ii) the period commencing on December 1, 1998
through and including August 31, 1999 is $43,000,000.  Notwithstanding the
foregoing, Borrowers have requested that Lender consent to the modification of
the Maximum Credit (the "Maximum Credit Modification") such that, for the
period commencing on September 1, 1998 through and including December 15, 1998,
the Maximum Credit shall be $50,000,000.  Lender hereby consents to the Maximum
Credit Modification, it being understood and agreed that, on and after December
16, 1998, the Maximum Credit shall be as provided by Section 1.23 of the Loan
Agreement without regard to the contents of this consent.  It is hereby
understood that such consent shall not constitute (a) a modification or
alteration of the terms, conditions or covenants of the Loan Agreement or any
document entered into in connection therewith, or (b) a waiver, release or
limitation upon the exercise by Lender of any of its rights, legal or
equitable, hereunder, except as to the matters to which Lender herein expressly
consents.  Except as set forth above, Lender reserves any and all rights and
remedies which it has had, has or may have under the Loan Agreement.  Except
as expressly provided herein, the Loan Agreement remains unchanged and in full
force and effect.

                               Very truly yours,

                               CONGRESS FINANCIAL CORPORATION
                               (CENTRAL)



                               By: /s/ XXXXX XXXX
                                   --------------------------
                               Its:  Vice President