AMENDMENT NO. 1     



     This Amendment No. 1 (the "Amendment") to the Amended and
Restated Agreement dated as of July 1, 1991 (the "Agreement") is
made and entered into as of this 26th day of September, 1994 by
and between Grossman's, Inc., a Delaware corporation
("Employer"), and Richard E. Kent ("Employee").

     WHEREAS, Employee and Employer entered into the Agreement
providing for the employment of Employee by Employer; and 

     WHEREAS, Employee and Employer desire to amend the Agreement
as set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, Employee and Employer hereby
agree to amend the Agreement as follows, effective as of
September 26, 1994:

     1.   Amendment of Section 5(b).  Section 5(b) of the
Agreement is hereby amended by adding the following at the end

          "In the event of such a termination pursuant to
     Section 4(d) hereof within one year following a Change
     of Control, Employee shall be entitled, at his
     election, to continue to be covered by the same or
     substantially equivalent group life, accident or
     casualty, hospitalization or medical plans as he was
     covered by immediately prior to the Change of Control;
     provided, that Employee shall pay monthly premiums for
     such coverage to Employer in an amount equal to the
     average gross premium per employee (or equivalent cost)
     borne by Employer for such plan(s)."

     2.   Amendment of Section 11.  Section 11 of the Agreement
is hereby amended and restated to read in its entirety as

          "Miscellaneous.  This Agreement shall be governed
     by and construed in accordance with the laws of The
     Commonwealth of Massachusetts.  This Agreement embodies
     the entire agreement of the parties with respect to the
     subject matter hereof and supersedes all prior
     agreements and understandings, including the Existing
     Employment Agreement, as of the effective date hereof. 
     It is the intent of Employer that Employee not be

     required to incur any expenses associated with the
     enforcement of his rights under this Agreement by legal
     action or arbitration proceeding because the cost and
     expense thereof would substantially detract from the
     benefits intended to be extended to Employee hereunder. 
     Accordingly, if Employee determines in good faith that
     Employer has failed to comply with any of its obligations
     under this Agreement, or if Employer or any other person
     takes any action to declare this Agreement void or
     unenforceable, or institutes any legal action or arbitration
     proceeding designed to deny Employee, or to recover from
     him, the benefits intended to be provided hereunder,
     Employee may, at Employer's expense, retain counsel of his
     choice to represent Employee in connection with any and all
     actions and proceedings, whether by or against Employer or
     any director, officer, stockholder or other person
     affiliated with Employer.  Employer shall pay or cause to be
     paid and shall be solely responsible for any and all
     attorney's and related fees and expenses incurred by
     Employee as a result of Employer's failure to perform under
     this Agreement."

     3.   Defined Terms.  Unless otherwise defined herein,
capitalized terms used herein have the respective meanings
ascribed thereto in the Agreement.

     4.   Limited Effect.  This Amendment shall be limited solely
to the matters expressly set forth herein, and, except as
expressly amended hereby, all of the provisions of the Agreement
are and shall continue to be in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.

                              GROSSMAN'S, INC.

                                 Thomas R. Schwarz
                                 Chairman of the Board

                                 Richard E. Kent 

Basic Info X:

Type: Amended and Restated Agreement
Date: Nov. 9, 1994
State: Delaware

Other info:


  • July 1 , 1991
  • 26th day of September , 1994
  • September 26 , 1994


  • Grossman 's , Inc.
  • Change of Control
  • The Commonwealth of Massachusetts


  • Delaware


  • Thomas R. Schwarz
  • Richard E. Kent