
                               SECURITY AGREEMENT


                            Dated as of June 2, 1999


                                     between


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
             not individually, but solely as the Owner Trustee under
                          the DTSD Realty Trust 1999-1

                                       and

                           FIRST UNION NATIONAL BANK,
                              as Lender and Holder



                          and accepted and agreed to by

                         DOLLAR TREE DISTRIBUTION, INC.






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                                TABLE OF CONTENTS


1. Definitions...............................................................  1
2. Grant of Security Interest................................................  3
3. Payment of Obligations....................................................  5
4. Other Covenants...........................................................  5
5. Default; Remedies.........................................................  6
6. Remedies Not Exclusive....................................................  6
7. Performance by the Bank of the Borrower's Obligations.....................  7
8. Duty of the Bank..........................................................  7
9. Powers Coupled with an Interest...........................................  7
10. Execution of Financing Statements........................................  7
11. Security Agreement Under Uniform Commercial Code.........................  8
12. [Intentionally Left Blank]...............................................  8
13. Notices..................................................................  9
14. Severability.............................................................  9
15. Amendment in Writing; No Waivers; Cumulative Remedies....................  9
16. Section Headings.........................................................  9
17. Successors and Assigns...................................................  9
18. The Borrower's Waiver of Rights.......................................... 10
19. GOVERNING LAW............................................................ 10
20. Obligations Are Without Recourse......................................... 10
21. Partial Release; Full Release............................................ 10
22. Miscellaneous............................................................ 10
23. Conflicts with Participation Agreement................................... 11
24. LESSEE AS A PARTY........................................................ 11


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                               SECURITY AGREEMENT


         This  SECURITY  AGREEMENT,  dated  as of  June  2,  1999  (as  amended,
modified,  extended,  supplemented,  restated and/or replaced from time to time,
this  "Security  Agreement"),  is made between  FIRST  SECURITY  BANK,  NATIONAL
ASSOCIATION,  a national banking  association,  not individually,  but solely as
Owner Trustee under the DTSD Realty Trust 1999-1 (the  "Borrower"),  FIRST UNION
NATIONAL  BANK, a national  banking  association  ("Bank"),  as lender under the
Credit  Agreement  dated as of June 2,  1999 (as  amended,  modified,  extended,
supplemented,   restated   and/or  replaced  from  time  to  time,  the  "Credit
Agreement")  by  and  among  the  Borrower  and  Bank,  and  as  holder  of  the
certificates issued pursuant to the Trust Agreement dated as of June 2, 1999 (as
amended, modified, extended, supplemented, restated and/or replaced from time to
time, the "Trust  Agreement")  among the Borrower,  in its  individual  capacity
thereunder  and in its  capacity  as Owner  Trustee  thereunder  and Bank.  This
Security Agreement is accepted and agreed to by DOLLAR TREE DISTRIBUTION,  INC.,
a Virginia corporation.

                              Preliminary Statement

         Pursuant to the Credit Agreement,  Bank has agreed to make Loans to the
Borrower in an  aggregate  amount not to exceed  $17,460,000  upon the terms and
subject to the conditions set forth therein, to be evidenced by the Notes issued
by the Borrower  under the Credit  Agreement.  Pursuant to the Trust  Agreement,
Bank has agreed to purchase the ownership interests of the Trust created thereby
in an aggregate  amount not to exceed $540,000 upon the terms and subject to the
conditions set forth therein,  to be evidenced by the Certificates issued by the
Borrower under the Trust  Agreement.  The Borrower is, or shall be upon the date
of the initial  Advance with respect to each Property,  the legal and beneficial
owner of such Property (except the Borrower may have a ground leasehold interest
in certain Properties pursuant to one (1) or more Ground Leases).

         It is a condition,  among  others,  to the  obligation  of Bank to make
Loans to the Borrower  under the Credit  Agreement  and to make Holder  Advances
under the Trust  Agreement  that the Borrower  shall have executed and delivered
this Security Agreement.

         NOW, THEREFORE,  in consideration of the premises and to induce Bank to
make Loans  under the Credit  Agreement  and to make Holder  Advances  under the
Trust Agreement, the Borrower hereby agrees with the Bank as follows:

         1.       Definitions.

         (a) As used  herein,  the  following  terms  shall  have the  following
respective meanings:

                  "Accounts"  shall mean all "accounts," as such term is defined
         in the Uniform  Commercial Code, now owned or hereafter acquired by the
         Borrower,  including  without  limitation (i) all accounts  receivable,
         other receivables,  book debts and other forms of

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<PAGE>


         obligations now owned or hereafter received or acquired by or belonging
         or owing to the Borrower, whether arising  out of goods  sold or leased
         or services rendered by it or from  any  other  transaction  (including
         without limitation any such obligations  which may be  characterized as
         an  account  under  the Uniform  Commercial  Code),  (ii)  all  of  the
         Borrower's rights in, to and under all purchase orders or receipts  now
         owned or hereafter acquired by it for goods or services,  (iii)  all of
         the Borrower's rights to any goods represented by any of the  foregoing
         (including  without  limitation  unpaid  sellers' rights of rescission,
         replevin,  reclamation  and stoppage in transit and rights to returned,
         reclaimed or repossessed  goods),  (iv) all monies due or to become due
         to the Borrower under all purchase orders and contracts for the sale or
         lease of goods or the  performance  of services or both by the Borrower
         (whether or not yet earned by  performance on the part of the Borrower)
         now or hereafter in existence,  including without  limitation the right
         to receive the proceeds of said purchase orders and contracts,  and (v)
         all collateral security and guarantees of any kind, now or hereafter in
         existence, given by any Person with respect to any of the foregoing.

                  "Chattel  Paper"  shall mean any and all  "chattel  paper," as
         such term is  defined  in the  Uniform  Commercial  Code,  now owned or
         hereafter acquired by the Borrower, wherever located.

                  "Documents"  shall mean any and all "documents",  as such term
         is defined  in the  Uniform  Commercial  Code,  now owned or  hereafter
         acquired  by  the  Borrower,   wherever   located,   including  without
         limitation each bill of lading, dock warrant,  dock receipt,  warehouse
         receipt or order for the delivery of goods, and also any other document
         which in the  regular  course of business  or  financing  is treated as
         adequately  evidencing  that the person in possession of it is entitled
         to receive, hold and dispose of the document and the goods it covers.

                  "General   Intangibles"   shall  mean  any  and  all  "general
         intangibles,"  as such term is defined in the Uniform  Commercial Code,
         now owned or  hereafter  acquired by the  Borrower,  including  without
         limitation all contracts, undertakings, or agreements in or under which
         the Borrower may now or hereafter  have any right (other than any right
         evidenced  by  Chattel  Paper,  Documents  or  Instruments),  title  or
         interest,  including without limitation any agreements  relating to the
         terms of payment or the terms of performance of any Account.

                  "Instruments"  shall mean any and all  "instruments",  as such
         term is defined in the Uniform  Commercial Code, now owned or hereafter
         acquired  by  the  Borrower,   wherever   located,   including  without
         limitation all  certificated  securities,  all certificates of deposit,
         and all notes and other, without limitation, evidences of indebtedness,
         other than  instruments  that  constitute,  or are a part of a group of
         writings that constitute, Chattel Paper.

                                       2

<PAGE>


                  "Investment  Property"  shall  mean  any and  all  "investment
         property," as such term is defined in the Uniform  Commercial Code, now
         owned or hereafter acquired by the Borrower, wherever located.

                  "Lessee" shall mean Dollar Tree Distribution, Inc., a Virginia
         corporation,   its   successors,   permitted   assigns  and   permitted
         transferees.

                  "Obligations"  shall mean any and all obligations now existing
         or hereafter arising under the Credit  Agreement,  the Notes, the Trust
         Agreement, the Certificates and/or any other Operative Agreement.

                  (b) Capitalized  terms used but not otherwise  defined in this
         Security Agreement shall have the respective  meanings specified in the
         Credit Agreement or Appendix A to the Participation  Agreement dated as
         of June 2, 1999 (as amended, modified, extended, supplemented, restated
         and/or  replaced  from time to time in accordance  with the  applicable
         provisions  thereof,  the "Participation  Agreement") among Lessee, the
         various parties thereto from time to time, as Guarantors, the Borrower,
         and the Bank.

                  (c)  The  rules  of  usage  set  forth  in  Appendix  A to the
         Participation Agreement shall apply to this Agreement.

         2.       Grant of Security Interest.

         To  secure  payment  of all  the  amounts  advanced  under  the  Credit
Agreement in connection with the Notes,  all the amounts advanced or contributed
under the Trust  Agreement in  connection  with the  Certificates  and all other
amounts  now or  hereafter  owing to the  Bank,  the  Holder  or under any other
Operative Agreement,  THE BORROWER HEREBY CONVEYS,  GRANTS, ASSIGNS,  TRANSFERS,
HYPOTHECATES,  MORTGAGES  AND SETS OVER TO THE BANK, A FIRST  PRIORITY  SECURITY
INTEREST  IN AND LIEN ON THE TRUST  ESTATE,  whether now  existing or  hereafter
acquired INCLUDING WITHOUT LIMITATION THE FOLLOWING:

                           (a) all right,  title and interest of the Borrower in
                  and to the  Operative  Agreements  now  existing or  hereafter
                  acquired by the Borrower  (including  without  limitation  all
                  rights to payment and indemnity  rights of the Borrower  under
                  the  Participation  Agreement)  (all of the  foregoing in this
                  paragraph  (a) being  referred to as the "Rights in  Operative
                  Agreements");

                           (b) all right, title and interest  of the Borrower in
                  and to all of the Equipment;

                           (c) all right, title and interest of the  Borrower in
                  and to all of the Fixtures;

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<PAGE>

                           (d) all the  estate,  right,  title,  claim or demand
                  whatsoever of the Borrower,  in possession or  expectancy,  in
                  and to  each  Property,  Fixture  or  Equipment  or  any  part
                  thereof;

                           (e) all right,  title and interest of the Borrower in
                  and to all substitutes, modifications and replacements of, and
                  all additions,  accessions and  improvements  to, the Fixtures
                  and Equipment, subsequently acquired or leased by the Borrower
                  or  constructed,  assembled  or placed by the  Borrower on any
                  Property,   immediately   upon   such   acquisition,    lease,
                  construction,  assembling or placement, and in each such case,
                  without any further conveyance, assignment or other act by the
                  Borrower;

                           (f) all right, title and interest of the Borrower in,
                  to  and  under  books  and  records  relating  to or  used  in
                  connection with the operation of one (1) or more Properties or
                  any part thereof; all rights of the Borrower to the payment of
                  money and all property; and all rights in and to any causes of
                  action or choses in action now or hereafter  existing in favor
                  of the Borrower and all rights to any recoveries therefrom;

                           (g) all right,  title and interest of the Borrower in
                  and to all unearned premiums under insurance policies now held
                  or subsequently  obtained by the Lessee relating to one (1) or
                  more  Properties  and the  Borrower's  interest  in and to all
                  proceeds of any  insurance  policies  maintained by or for the
                  benefit of the  Borrower,  including  without  limitation  any
                  right to collect and receive such proceeds; and all awards and
                  other compensation,  including without limitation the interest
                  payable thereon and any right to collect and receive the same,
                  made to the present or any  subsequent  owner of any  Property
                  for the taking by eminent  domain,  condemnation or otherwise,
                  of all or any part of any  Property  or any  easement or other
                  right therein;

                           (h) all right,  title and interest of the Borrower in
                  and to (i) all  consents,  licenses,  certificates  and  other
                  governmental  approvals relating to construction,  completion,
                  use or  operation of any Property or any part thereof and (ii)
                  all Plans and Specifications relating to any Property;

                           (i) all right,  title and interest of the Borrower in
                  and to all  Rent  and  all  other  rents,  payments,  purchase
                  prices, receipts,  revenues,  issues and profits payable under
                  the Lease or pursuant  to any other lease with  respect to any
                  Property;

                           (j) all right, title and interest of the  Borrower in
                  and to all Instruments and Documents;

                           (k) all right, title and interest of the  Borrower in
                  and to all General Intangibles;

                                       4

<PAGE>

                           (l) all right,  title and interest of the Borrower in
                  and to all Chattel Paper  (including  without  limitation  all
                  rights under the Lease) and each Ground Lease;

                           (m) all right,  title and interest of the Borrower in
                  and to all money, cash or cash equivalent and bank accounts;

                           (n) all right, title and interest of the  Borrower in
                  and to all Accounts;

                           (o) all right,  title and interest of the Borrower in
                  and to all  proceeds  of letters of credit  issued in favor of
                  the Borrower in connection with any Property; and

                           (p) all right,  title and interest of the Borrower in
                  and to all  proceeds,  both  cash and  noncash,  of any of the
                  foregoing.

         (All of the  foregoing  property and rights and  interests now owned or
held or  subsequently  acquired by the Borrower and  described in the  foregoing
clauses (a) through (p) are collectively referred to as the "Trust Property").

         TO HAVE AND TO HOLD the Trust  Property  and the rights and  privileges
hereby  granted  unto the  Bank  its  successors  and  assigns  for the uses and
purposes  set forth,  until all of the  obligations  owing to the Bank under the
Operative  Agreements are paid in full;  provided,  that EXCLUDED from the Trust
Property at all times and in all respects shall be all Excepted Payments.

         3.       Payment of Obligations.

         The Borrower shall pay all  Obligations in accordance with the terms of
the Credit Agreement,  the Notes, the Trust Agreement,  the Certificates and the
other Operative Agreements and perform each term to be performed by it under the
Credit Agreement, the Notes, the Trust Agreement, the Certificates and the other
Operative Agreements.

         4.       Other Covenants.

         At any time and from  time to time,  upon the  written  request  of the
Bank,  and at the expense of the Borrower (with funds provided by the Lessee for
such  purpose),  the  Borrower  will  promptly and duly execute and deliver such
further  instruments  and documents  and take such further  actions as the Agent
reasonably  may request for the  purposes of obtaining  or  preserving  the full
benefits of this Security Agreement and of the rights and powers granted by this
Security Agreement.

                                       5

<PAGE>


         5.       Default; Remedies.

                  (a) If a Credit Agreement Event of Default has occurred and is
         continuing:

                           (i) the  Bank,  in  addition  to all  other  remedies
                  available at law or in equity,  shall have the right forthwith
                  to enter  upon any  Property  (or any  other  place  where any
                  component  of any  Property  is located at such time)  without
                  charge, and take possession of all or any portion of the Trust
                  Property,  and to re-let the Trust  Property  and  receive the
                  rents,  issues and  profits  thereof,  to make  repairs and to
                  apply said rentals and profits, after payment of all necessary
                  or proper  charges  and  expenses,  on account of the  amounts
                  hereby secured (subject to the Excepted Payments); and

                           (ii) the  Bank,  shall,  as a  matter  of  right,  be
                  entitled  to the  appointment  of a  receiver  for  the  Trust
                  Property, and the Borrower hereby consents to such appointment
                  and waives notice of any application therefor.

                  (b) If a Credit Agreement Event of Default has occurred and is
         continuing, the Bank may proceed by an action at law, suit in equity or
         other  appropriate  proceeding,  to protect  and  enforce  its  rights,
         whether for the foreclosure of the Lien of this Security Agreement,  or
         for the specific  performance of any agreement  contained herein or for
         an injunction  against the  violation of any of the terms  hereof.  The
         proceeds  of any sale of any of the  Trust  Property  shall be  applied
         pursuant to Section 8.7 of the  Participation  Agreement.  In addition,
         the Bank may proceed under Section 11 hereof.

                  (c)  The   Borrower   hereby   waives   the   benefit  of  all
         appraisement,  valuation,  stay,  extension and redemption  laws now or
         hereafter  in force and all rights of  marshalling  in the event of any
         sale of the Trust Property or any portion thereof or interest therein.

         6.       Remedies Not Exclusive.

         The Bank shall be entitled to enforce payment of the  indebtedness  and
performance of the  Obligations and to exercise all rights and powers under this
Security  Agreement  or under any of the  other  Operative  Agreements  or other
agreements or any laws now or hereafter in force, notwithstanding some or all of
the  Obligations may now or hereafter be otherwise  secured,  whether by deed of
trust,  mortgage,  security agreement,  pledge,  Lien,  assignment or otherwise.
Neither the  acceptance of this Security  Agreement nor its  enforcement,  shall
prejudice  or in any manner  affect the Bank's  right to realize upon or enforce
any other  security now or hereafter  held by the Bank, it being agreed that the
Bank shall be entitled to enforce this Security Agreement and any other security
now or  hereafter  held by the Bank in such  order  and  manner  as the Bank may
determine in its absolute discretion. No remedy conferred hereunder or under any
other  Operative  Agreement  upon or  reserved  to the  Bank is  intended  to be
exclusive of any other remedy herein or therein or by law provided or permitted,
but each shall be  cumulative  and shall be in addition  to every  other  remedy
given  hereunder or thereunder or now or hereafter  existing

                                       6

<PAGE>


at law or in equity or by  statute.  Every  power or remedy  given by any of the
Operative  Agreements to the Bank or to which it may otherwise be entitled,  may
be exercised,  concurrently or independently,  from time to time and as often as
may be deemed expedient by the Bank. In no event shall the Bank, in the exercise
of  the  remedies  provided  in  this  Security  Agreement   (including  without
limitation  in  connection  with the  assignment  of Rents to the  Bank,  or the
appointment of a receiver and the entry of such receiver onto all or any part of
the Land),  be deemed a "mortgagee in possession" or a "pledgee in  possession",
and the  Bank  shall  not in any way be made  liable  for  any  act,  either  of
commission or omission, in connection with the exercise of such remedies.

         7.       Performance by the Bank of the Borrowers Obligations.

         If the Borrower  fails to perform or comply with any of its  agreements
contained  herein the Bank, at its option,  but without any obligation so to do,
may perform or comply, or otherwise cause  performance or compliance,  with such
agreement.  The  expenses  of the  Bank  incurred  in  connection  with  actions
undertaken as provided in this Section 7,  together  with interest  thereon at a
rate per annum equal to the Overdue  Rate,  from the date of payment by the Bank
to the date  reimbursed by the Borrower,  shall be payable by the Borrower (with
funds  provided  by the  Lessee  for such  purpose)  to the Bank on  demand  and
constitutes part of the Obligations secured hereby.

         8.       Duty of the Bank.

         The Bank's  sole duty with  respect  to the  custody,  safekeeping  and
physical  preservation  of any Trust Property in its  possession,  under Section
9-207 of the Uniform  Commercial Code or otherwise,  shall be to deal with it in
the same manner as the Bank deals with  similar  property  for its own  account.
Neither  the  Bank nor any of its  respective  directors,  officers,  employees,
shareholders,  partners or agents shall be liable for failure to demand, collect
or realize upon any of the Trust  Property or for any delay in doing so or shall
be under any obligation to sell or otherwise  dispose of any Trust Property upon
the  request of the  Borrower  or any other  Person or to take any other  action
whatsoever with regard to the Trust Property or any part thereof.

         9.       Powers Coupled with an Interest.

         All powers,  authorizations  and agencies  contained  in this  Security
Agreement are coupled with an interest and are  irrevocable  until this Security
Agreement is terminated and the Liens created hereby are released.

         10.      Execution of Financing Statements.

         Pursuant to Section 9-402 of the Uniform  Commercial Code, the Borrower
authorizes the Bank at the expense of the Borrower (such amounts to be paid with
funds provided by the Lessee for such purpose) to file financing statements with
respect  to the  Trust  Property  under  this  Security  Agreement  without  the
signature  of the  Borrower in such form and in such filing  offices as the Bank
reasonably determines  appropriate to perfect the security interests of the Bank
under

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<PAGE>


this Security  Agreement.  A carbon,  photographic or other reproduction of this
Security  Agreement  shall be sufficient as a financing  statement for filing in
any jurisdiction.  For purposes of such financing statement,  the Borrower shall
be  deemed to be the  debtor,  and the Bank  shall be  deemed to be the  secured
party. The address of the Borrower is 79 South Main Street, Salt Lake City, Utah
84111, Attention:  Val T. Orton, Vice President,  and the address of the Bank is
First Union National Bank, c/o First Union Capital Markets Group, DC6, 301 South
College Street,  Charlotte,  North Carolina 28288-0166,  Attention:  Christy Lee
Foster, Capital Markets Services.

         11.      Security Agreement Under Uniform Commercial Code.

                  (a) It is  the  intention  of the  parties  hereto  that  this
         Security  Agreement  as it relates to matters of the grant,  perfection
         and priority of security interests the subject hereof, shall constitute
         a security  agreement within the meaning of the Uniform Commercial Code
         of the  States in which  the Trust  Property  is  located.  If a Credit
         Agreement Event of Default shall occur,  then in addition to having any
         other  right or  remedy  available  at law or in  equity,  the Bank may
         proceed under the applicable  Uniform Commercial Code and exercise such
         rights  and  remedies  as may be  provided  to a secured  party by such
         Uniform Commercial Code with respect to all or any portion of the Trust
         Property  which is  personal  property  (including  without  limitation
         taking  possession  of and selling  such  property).  If the Bank shall
         elect to proceed under the Uniform  Commercial  Code, then fifteen (15)
         days'  notice  of  sale  of  the  personal  property  shall  be  deemed
         reasonable  notice and the  reasonable  expenses of retaking,  holding,
         preparing  for sale,  selling  and the like  incurred by the Bank shall
         include, but not be limited to, attorneys' fees and legal expenses.  At
         the Bank's request,  the Borrower shall assemble such personal property
         and make it  available  to the Bank at a place  designated  by the Bank
         which is reasonably convenient to both parties.

                  (b) The Borrower,  upon request by the Bank from time to time,
         shall  execute,  acknowledge  and  deliver  to the Bank one (1) or more
         separate  security  agreements,  in  form  satisfactory  to  the  Bank,
         covering  all or any  part  of the  Trust  Property  and  will  further
         execute, acknowledge and deliver, or cause to be executed, acknowledged
         and  delivered,  any  financing  statement,   affidavit,   continuation
         statement or  certificate  or other document as the Bank may request in
         order to perfect, preserve,  maintain,  continue or extend the security
         interest under, and the priority of the Liens granted by, this Security
         Agreement and such security instrument.  The Borrower further agrees to
         pay to the Bank (with funds provided by the Lessee for such purpose) on
         demand all costs and expenses  incurred by the Bank in connection  with
         the preparation, execution, recording, filing and re-filing of any such
         document and all reasonable  costs and expenses of any record  searches
         for financing  statements the Bank shall reasonably require. The filing
         of any financing or continuation  statements in the records relating to
         personal  property or  chattels  shall not be  construed  as in any way
         impairing  the  right  of the  Bank to  proceed  against  any  property
         encumbered by this Security Agreement.

         12.      [Intentionally Left Blank].



                                       8

<PAGE>


         13.      Notices.

         All notices  required  or  permitted  to be given  under this  Security
Agreement  shall be in writing and  delivered as provided in Section 12.2 of the
Participation Agreement.

         14.      Severability.

         Any  provision  of this  Security  Agreement  which  is  prohibited  or
unenforceable  shall  be  ineffective  to the  extent  of  such  prohibition  or
unenforceability without invalidating the remaining provisions hereof.

         15.      Amendment in Writing; No Waivers; Cumulative Remedies.

                  (a) None of the terms or provisions of this Security Agreement
         may be waived,  amended,  supplemented or otherwise  modified except in
         accordance  with  the  terms  of  Section  12.4  of  the  Participation
         Agreement.

                  (b) No failure to exercise,  nor any delay in  exercising,  on
         the part of the Bank,  any right,  power or privilege  hereunder  shall
         operate  as a waiver  thereof.  No single or  partial  exercise  of any
         right, power or privilege hereunder shall preclude any other or further
         exercise  thereof  or  the  exercise  of  any  other  right,  power  or
         privilege. A waiver by the Bank of any right or remedy hereunder on any
         one (1) occasion shall not be construed as a bar to any right or remedy
         which the Bank would otherwise have on any future occasion.

                  (c) The rights and remedies  herein  provided are  cumulative,
         may be exercised  singly or  concurrently  and are not exclusive of any
         other rights or remedies provided by law.

         16.      Section Headings.

         The  section   headings  used  in  this  Security   Agreement  are  for
convenience of reference only and are not to affect the  construction  hereof or
be taken into consideration in the interpretation hereof.

         17.      Successors and Assigns.

         This  Security  Agreement  shall be binding upon the  successors of the
Borrower,  and the  Borrower  shall not assign any of its rights or  obligations
hereunder or with respect to any of the Trust Property without the prior written
consent of the Bank.  This Security  Agreement shall inure to the benefit of the
Bank and its successors and assigns.

                                       9

<PAGE>


         18.      The Borrowers Waiver of Rights.

         Except as otherwise set forth herein,  to the fullest extent  permitted
by law,  the  Borrower  waives the benefit of all laws now  existing or that may
subsequently be enacted  providing for (a) any  appraisement  before sale of any
portion of the Trust Property, (b) any extension of the time for the enforcement
of the collection of the  indebtedness  or the creation or extension of a period
of redemption  from any sale made in  collecting  such debt and (c) exemption of
any portion of the Trust Property from attachment,  levy or sale under execution
or exemption  from civil process.  Except as otherwise set forth herein,  to the
fullest  extent the Borrower  may do so, the  Borrower  agrees that the Borrower
will not at any time insist upon, plead,  claim or take the benefit or advantage
of any law now or hereafter in force providing for any appraisement,  valuation,
stay,  exemption,  extension or  redemption,  or requiring  foreclosure  of this
Security  Agreement before exercising any other remedy granted hereunder and the
Borrower,  for the Borrower and its successors and assigns,  and for any and all
Persons  ever  claiming  any  interest  in the  Trust  Property,  to the  extent
permitted  by  law,  hereby  waives  and  releases  all  rights  of  redemption,
valuation,  appraisement,  stay of  execution,  notice of  election to mature or
declare  due the  whole  of the  Obligations  and  marshalling  in the  event of
foreclosure of the Liens hereby created.

         19.      GOVERNING LAW.

         EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED IN SECTION 11(a) HEREOF,  THIS
SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NORTH CAROLINA.

         20.      Obligations Are Without Recourse.

         The provisions of the Participation  Agreement  relating to limitations
on liability are hereby incorporated by reference herein, Mutatis Mutandis.

         21.      Partial Release; Full Release.

         The Bank may  release  for such  consideration  as it may  require  any
portion  of  the  Trust  Property  without  (as to the  remainder  of the  Trust
Property)  in any way  impairing or affecting  the Lien,  security  interest and
priority  herein  provided  for the Bank  compared  to any other Lien  holder or
secured party.  Further, the Bank shall execute and deliver to the Borrower such
documents  and  instruments  as may be required to release the Lien and security
interest  created by this Security  Agreement  with respect to the Properties as
provided in Section 8.8 of the Participation Agreement or to grant the easements
and permit the other  matters  provided for in Section 8.5 of the  Participation
Agreement.

         22.      Miscellaneous.

                  (a) This Security  Agreement is one (1) of the documents which
         create Liens and security interests that secure payment and performance
         of  the  Obligations.  The

                                       10

<PAGE>


         Bank, at its election, may commence  or  consolidate in a single action
         all proceedings to realize upon all such Liens and security  interests.
         The Borrower hereby waives (i) any objections to  the  commencement  or
         continuation  of  an  action  to foreclose the  Lien  of this  Security
         Agreement or exercise of any  other  remedies  hereunder  based  on any
         action being prosecuted or any judgment  entered  with  respect  to the
         Obligations or any Liens or  security interests that secure payment and
         performance  of  the   Obligations  and  (ii)  any  objections  to  the
         commencement  of,  continuation of, or entry  of a judgment in any such
         other action based on any action or judgment connected to this Security
         Agreement.  In case  of a foreclosure  sale, the Trust  Property may be
         sold, at the Agent's election,  in one (1) parcel  or in more  than one
         (1)  parcel  and  the Bank is  specifically  empowered  (without  being
         required to do so, and in  its  sole  and absolute discretion) to cause
         successive sales of portions of the Trust Property to be held.

                  (b)  This  Security  Agreement  may  not be  amended,  waived,
         discharged or terminated  except in accordance with Section 12.4 of the
         Participation Agreement.

                  (c) THE PROVISIONS OF THE PARTICIPATION  AGREEMENT RELATING TO
         SUBMISSION  TO   JURISDICTION,   VENUE  AND   ARBITRATION   ARE  HEREBY
         INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

         23.      Conflicts with Participation Agreement.

         Notwithstanding  any  other  provision  hereof,  in  the  event  of any
conflict  between the terms of this  Security  Agreement  and the  Participation
Agreement, the terms of the Participation Agreement shall govern.

         24. LESSEE AS A PARTY.

         LESSEE  HAS  EXECUTED  THIS  SECURITY  AGREEMENT  FOR  THE  PURPOSE  OF
SUBJECTING TO THE SECURITY INTERESTS GRANTED HEREUNDER ALL OF ITS RIGHT,  TITLE,
ESTATE  AND  INTEREST,  IF ANY,  IN AND TO THE  TRUST  PROPERTY  TO  SECURE  ALL
OBLIGATIONS OF ALL CREDIT PARTIES UNDER THE OPERATIVE  AGREEMENTS.  ACCORDINGLY,
LESSEE HEREBY GRANTS TO THE BANK A SECURITY INTEREST IN AND TO ALL OF ITS RIGHT,
TITLE, ESTATE AND INTEREST,  IF ANY, IN AND TO THE TRUST PROPERTY (TO THE EXTENT
LESSEE  HAS ANY RIGHT,  TITLE OR  INTEREST  THEREIN  AND  WITHOUT  REGARD TO ANY
LANGUAGE IN SECTION 2 OR THE DEFINITION OF "TRUST PROPERTY' OR ANY DEFINITION OF
ANY ITEM  CONSTITUTING  THE TRUST PROPERTY WHICH OTHERWISE WOULD LIMIT THE TRUST
PROPERTY TO THE RIGHT, TITLE AND INTEREST OF THE BORROWER THEREIN) TO SECURE ALL
OBLIGATIONS  OF ALL  CREDIT  PARTIES  UNDER  THE  OPERATIVE  AGREEMENTS.  LESSEE
ACKNOWLEDGES  AND AGREES THAT,  UPON THE OCCURRENCE OF AN EVENT OF DEFAULT,  THE
BANK SHALL HAVE THE RIGHT TO EXERCISE  ANY OR ALL OF ITS

                                       11

<PAGE>


REMEDIES  HEREUNDER  AS AGAINST  ANY SUCH  RIGHT,  TITLE,  ESTATE OR INTEREST OF
LESSEE IN OR TO THE TRUST PROPERTY.


         [The remainder of this page has been left blank intentionally.]


                                       12

<PAGE>


         IN WITNESS  WHEREOF,  each of the undersigned  have caused the Security
Agreement to be duly executed and delivered as of the date first above written.


                                        FIRST SECURITY BANK, NATIONAL
                                        ASSOCIATION, not individually, but
                                        solely as the Owner Trustee under the
                                        DTSD Realty Trust 1999-1


                                        By: /s/ Val T. Orton
                                        Name: Val T. Orton
                                        Title: Vice President



                                        FIRST UNION NATIONAL BANK,
                                        as Lender and Holder


                                        By: /s/ Eileen McCrickard
                                        Name: eileen McCrickard
                                        Title: Vice President



Accepted and Agreed to:

DOLLAR TREE DISTRIBUTION, INC.


By: /s/ Frederick C. Coble
Name: Frederick C. Coble
Title: Sr. V.P.

