
                           PURCHASE AND SALE AGREEMENT

     AGREEMENT  dated as of  September  30,  1999,  by and  between  Dollar Tree
Stores,  Inc.,  a  Virginia  corporation,  with an office  address  of 500 Volvo
Parkway,  Chesapeake, VA 23320 (hereinafter "Seller"), and DTS Properties, Inc.,
a Delaware  company,  with an office address 11130 Sunrise  Valley Drive,  Suite
206, Reston, VA 20191 (hereinafter "Buyer").

     WHEREAS,  Seller is the owner of certain  improvements more fully described
on Schedule A attached hereto (the "Improvements");

     WHEREAS,  Seller  conducts a retail sales  outlet at each of the  locations
identified  on  Schedule  B  attached  hereto   (hereinafter   individually  and
collectively referred to as the "Outlet" and "Outlets", respectively);

     WHEREAS,  each Outlet contains  Improvements  similar to those described in
Schedule A attached hereto but not all Outlets contain identical Improvements;

     WHEREAS,  the Improvements  contained or existing in any particular  Outlet
shall be referred to as a "Unit";

     WHEREAS, the Improvements  contained at each and every Outlet identified on
Schedule B attached hereto shall be referred to collectively as the "Property";

     WHEREAS,  Seller or its affiliates,  occupy each Outlet pursuant to a lease
agreement which in each instance may be supplemented or modified by amendment to
lease agreement  and/or side agreement  (separately  the "Underlying  Lease" and
collectively  the  "Underlying  Leases")  with  a land  or  building  owner,  or
sublessor from a land or building owner  (collectively  a land or building owner
including  Seller  solely in its  capacity  as such shall be  referred to as the
"Titleholder");

     WHEREAS,  Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, all of the Property, encumbered by and subject to the terms of (a) the
Underlying Leases for the Property  described in Schedule B attached hereto; (b)
the rights of Seller under the Underlying  Leases;  (c) the rights of or created
by or arising through each Titleholder; and (d) the rights of Seller and certain
third  parties  pursuant  to license  agreements  between  Seller and said third
parties for the operation of specific  departments within certain of the Outlets
(collectively or individually the "Senior Liens");

     WHEREAS,  Buyer's  purchase  price  for each  Unit  shall  be set  forth as
"Lessor's Cost" on Schedule B attached hereto; and

     WHEREAS,  the  percentage  of  Lessor's  Cost for each Unit as  compared to
Lessor's  Costs for all Units shall be  referred  to as such Unit's  "Percentage
Factor".

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     NOW  THEREFORE,  in  consideration  of the  premises,  the parties  hereto,
intending to be legally bound, hereby agrees as follows:

     1. Purchase of Property

          1.1  Conveyance  of  Property.  Subject  to the terms  and  conditions
hereof,  Seller hereby sells and Buyer hereby purchases from the Seller,  all of
Seller's  right,  title and interest in and to the  Property,  encumbered by the
Senior Liens. Seller shall and hereby does deliver to Buyer, a bill of sale (the
"Bill of Sale") transferring,  conveying, assigning, selling and delivering unto
Buyer all of its right, title and interest in each Unit encumbered by the Senior
Liens.

          1.2 Purchase Price. The full purchase price (the "Purchase  Price") to
be paid by Buyer to Seller for the  Property  shall be in the amount and payable
as set forth in Schedule C attached hereto

          1.3 Lease. Simultaneously, upon its acquisition of the Property, Buyer
shall  lease the  Property to Seller;  subject to the Senior  Liens and the Rent
Purchaser Lien  described  below,  pursuant to a Master Lease  Agreement of even
date herewith (the "Master Lease").

          1.4 Encumbrances.  (a) It is understood,  agreed and acknowledged that
Buyer  intends to sell all of the Rents due under the Master Lease to BankBoston
Leasing,  Inc.  ("Rent  Purchaser") for the purpose of paying the purchase price
hereunder.  In connection  therewith,  Buyer has or will grant Rent  Purchaser a
security  interest in the  Property,  all  substitutions,  replacements  and the
proceeds  therefrom and the Master Lease and all  schedules  thereto and certain
other collateral (the "Rent Purchaser Lien");  (b) Buyer and Seller  acknowledge
and agree that Buyer's  interest in the Property is or will be,  encumbered  by,
and  subject to the terms of, in all  respects,  the  Senior  Liens and the Rent
Purchaser  Lien;  (c) Buyer and Seller  agree to execute and deliver any and all
documents reasonably requested by either party, Rent Purchaser, or the holder of
any of the Senior Liens to grant or confirm same.

          1.5 Delivery.  Buyer shall accept delivery of each Unit of Property at
its current Outlet location.

     2. Representations and Warranties.

          2.1  Representations  and Warranties of Seller.  Seller represents and
warrants to, and covenants and agrees with, Buyer as follows:

                  (a) To the best of Seller's knowledge,  (i) the  Property  has
been  placed  in  service  on or  before  the date  hereof;  (ii)  the  existing
Underlying Lease(s) have been duly executed and delivered, are in full force and
effect,  constitute the valid and binding  obligations of the respective lessees
and lessors thereunder, and are enforceable

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against each materially in accordance with its terms (subject to laws of general
application affecting creditors' rights); (iii) the existing Underlying Lease(s)
represent the entire  agreements  between the lessee(s) and lessor(s)  under the
existing  Underlying  Lease(s);  (iv) the copies of the Underlying Lease(s) made
available  to  Buyer  for its  review  at  Seller's  headquarters  are  true and
accurate;  and (v) the term including renewals of the Underlying Leases averages
at least nine (9) years from the date hereof, or the exercise of the replacement
option  provided under Section 4.2(b) to insure the lease terms with renewals of
each  Underlying  Lease  and  the  replacement  Underlying  Lease  total  in the
aggregate  at least nine (9) years;  and (vii) with  respect to Outlets in which
Seller is the Titleholder, there are no existing liens, encumbrances, charges or
restrictions which would prevent Seller from conveying the Property to Buyer.

                  (b)  On  the  closing  date,  Seller conveys  to  Buyer all of
Seller's  rights,  title and interest in and to the Property,  free and clear of
any and all leases,  liens, claims and encumbrances arising through or by Seller
affecting the Property  except for the Senior Liens and the  expectation  of the
immediately ensuing Rent Purchaser Lien.

                  (c) Seller is a corporation  duly  and  validly  organized and
existing  in  good  standing  under  the  laws  of  its   organization   and  in
substantially all jurisdictions in which it is required to qualify.

                  (d) Seller has the power  and  authority  to enter  into  this
Purchase and Sale  Agreement,  the Master Lease and all other related  documents
(collectively,  the "Other Documents")  executed and delivered or to be executed
and  delivered in connection  with the  transactions  herein  referred to and to
carry out the transactions contemplated hereunder and thereunder.

                  (e) The execution and  delivery  of  this  Purchase  and  Sale
Agreement  and the Other  Documents by Seller and the  performance  by it of its
obligations  hereunder and thereunder,  including the conveyance of the Property
and the  acceptance of the Purchase Price in exchange  therefor,  have been duly
authorized by all necessary corporate action of the Seller.

                  (f) This  Agreement  and  the  Other  Documents constitute the
valid and binding obligations of the Seller enforceable in accordance with their
respective terms,  subject,  however, to laws of general  application  affecting
creditor's rights.

                  (g) Seller  is  not  subject  to  any restriction or agreement
which,  with or  without  the giving of notice,  the  passage of time,  or both,
prohibits or would be violated by the execution,  delivery and  consummation  of
the  documents  and  transactions  herein  referred to except such  restrictions
contained in any Underlying Lease.

                  (h) EXCEPT  AS  SPECIFICALLY  SET  FORTH  IN THIS SECTION 2.1,
THERE ARE NO WARRANTIES  OR  REPRESENTATIONS  OF ANY KIND OR NATURE,  EXPRESS OR
IMPLIED, CONCERNING (A) THE PROPERTY, ITS

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CONDITION,  ITS FITNESS  FOR A  PARTICULAR  PURPOSE,  ITS  MERCHANTABILITY,  ITS
SUITABILITY,  ITS  CONDITION  OR WITH RESPECT TO ANY OTHER  MATTER,  AND (B) ANY
LIABILITY FOR  CONSEQUENTIAL  DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE
THE PROPERTY.

          2.2  Representations and Warranties of the Buyer. The Buyer represents
and warrants to, and agrees with, the Seller as follows:

                  (a)  Buyer  has the power  and  authority  to enter  into this
Purchase and Sale Agreement, the loan described in Section 1.4(a) hereof and the
Other  Documents and to carry out the  transactions  contemplated  hereunder and
thereunder.

                  (b) This Agreement,  the Master Lease Agreement,  the loan and
the  Other  Documents  constitute  the valid and  binding  obligations  of Buyer
enforceable in accordance with their respective terms, subject, however, to laws
of general application affecting creditors' rights.

                  (c)  Buyer is not  subject  to any  restriction  or  agreement
which,  with or  without  the giving of notice,  the  passage of time,  or both,
prohibits or would be violated by, the execution,  delivery and  consummation of
the documents and transactions referred to herein.

                  (d) Prior to this  transaction,  Buyer has not  engaged in any
business  of any kind or nature and  further  shall not  engage in any  business
activity other than such activities contemplated herein and which are consistent
with its acquisition and economic exploitation of the Property.

                  (e) Buyer is purchasing the Property "AS IS" and "WHERE IS" in
reliance  solely  upon its own  investigation  including  title  except for such
matters specifically set forth herein.

     3.  Covenants  of  Seller.  Seller  covenants  and  agrees  with  Buyer  as
follows:(a)  It will timely cure any material  event of default now or hereafter
existing in any  Underlying  Lease and capable of being cured within thirty (30)
days  after  written  notice  thereof  has been given to Seller by Buyer (or its
assign,  including  BancBoston Leasing Inc.); (b) It will execute at the time it
comes  due under the terms of the  respective  Underlying  Lease  each and every
renewal  term  contained  in any  Underlying  Lease to  ensure  the term of each
Underlying Lease meets the conditions of Section  2.1(a)(vi) hereof; or exercise
the  replacement  option provided under Section 4.2(b) to insure the lease terms
with renewals of the  Underlying  Lease and  Replacement  Lease,  as applicable,
total in the  aggregate  at least an  average  of nine  (9)  years;  (c)  Seller
covenants  and agrees with Buyer that it will  promptly  pay when due all sales,
use, property or other taxes, licenses,  tolls, inspection or other fees, bonds,
permits or other

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certificates  which were or may be required to be paid or obtained in connection
with the Property.

     4. Indemnification. The parties agree to indemnify each other as follows:

          4.1 Scope of Indemnification.

                  (a)  Indemnity  by  Seller.  Seller  agrees to  indemnify,  in
accordance with paragraph 4.2 hereof,  Buyer and its assignees,  and to protect,
defend and hold them harmless,  from and against any and all loss, cost, damage,
injury or expense, including without limitation,  reasonable attorneys' fees and
other legal  expenses,  which  Buyer  and/or its  assignees  may incur for or by
reason of: (i) the  untruthfulness of any of the warranties and  representations
of Seller contained herein or in any of the Other Documents contemplated hereby;
or (ii) a breach by Seller of any of the warranties, agreements and covenants of
Seller  contained herein or in any of the Other Documents  contemplated  hereby,
less any amounts  which  Buyer,  as Lessor,  receives as a result  thereof  from
Seller, as Lessee, pursuant to the Master Lease.

                  (b) Indemnity by Buyer.  Buyer agrees to indemnify  Seller and
to  protect,  defend and hold it  harmless,  from and  against any and all loss,
cost,  damage,  injury or expense,  including,  without  limitation,  reasonable
attorneys'  fees and other  legal  expenses,  which  Seller  may incur for or by
reason of: (i) the  untruthfulness of any of the warranties and  representations
of Buyer contained herein or in any of the Other Documents  contemplated hereby;
or (ii) a breach by Buyer of any of the warranties,  agreements and covenants of
Buyer contained herein or in any of the Other Documents contemplated hereby.

          4.2  Method of  Payment.  (a) In case  claim is made  against,  or any
action,  suit or  proceeding is brought  against,  any  indemnified  person with
respect to any claim  indemnified  against  hereunder,  indemnitor  may (if such
indemnitor has admitted in writing to each indemnified person that such claim is
indemnifiable  if adversely  determined  following a permitted  contest  thereof
pursuant to this Section) and, upon such indemnified  person's request,  will at
indemnitor's  expense  cause the same to be  contested  by counsel  selected  by
indemnitor and reasonably  satisfactory to such indemnified  person, and, in the
event of any failure by the  indemnitor to do so, the  indemnitor  shall pay all
reasonable legal fees and other expenses incurred by such indemnified  person in
connection  with the defense of such claim.  The  indemnitor  shall  permit such
indemnified  person  to  participate  in such  contest  at its own  expense  but
indemnitor  shall  control  all  aspects of such  contest so long as  indemnitor
complies  with this  subsection  and such  control or contest  does not  involve
indemnitor  or  its  counsel  in a  material  conflict  of  interest  with  such
indemnified  person in which event such  indemnified  person shall be separately
represented,  at indemnitor's  expense,  by counsel selected by such indemnified
person and such  indemnified  person  shall  thereupon  control  its own defense
provided,  however,  no settlement shall be consummated without the indemnitor's
consent, which can be withheld

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by the indemnitor in the event  reasonable  assurance of payment of any claim by
the indemnitor is provided.

                  (b) If at any time  within  nine (9) years of the date of this
Agreement,  any loss or damage is caused by the  termination or expiration of an
Underlying  Lease,  Seller shall have the option to indemnify Buyer by replacing
such Property or Unit or portion thereof,  as the case may be (the  "Substituted
Property"), with any item or items of like kind Property reasonably satisfactory
to Buyer; provided, however, that (i) Seller transfers to Buyer (by bill of sale
or other documents necessary to effect such transfer) such Substituted Property,
free and clear of all security interests,  liens,  leases,  claims,  charges and
encumbrances,  other than Senior Liens and/or the lien of Permitted Subleases as
defined  in the  Master  Lease;  (ii)  at the  time  of  such  replacement,  the
Substituted  Property  shall  have an  aggregate  book  value (as  reflected  in
Seller's  books of account)  equal to or greater than the aggregate  Replacement
Value, as herein  defined,  of the replaced  Property (the "Replaced  Property")
immediately prior to the damage or loss requiring its replacement; and (iii) the
Substituted  Property has the same cost recovery period under Section 168 (c) of
the  Internal  Revenue  Code of 1986 as in  effect  on the  date  hereto  as the
Replaced  Property.  For all purposes  hereunder,  the Replacement  Value of the
Replaced  Property  shall be  determined  by  multiplying  the Buyer's  original
purchase  price  for the  Unit by the  appropriate  percentage  for the  year of
replacement in the Replacement Value schedule attached hereto as Schedule C; and
Seller shall give Buyer  notice of such  substitution  by an annual  accounting,
including  statements of costs  associated  with the Substituted  Property,  and
access to copies of any and all leases,  and other documents  relating to leases
or encumbrances imposed or to be imposed, as permitted hereunder, on the item or
items of  proposed  Substituted  Property.  In  addition,  effective  upon  such
substitution,  all of Buyer's  right,  title and interest in and to the Replaced
Property shall be automatically  assigned and shall pass to Seller,  free of the
Rent Purchase Lien, and Buyer shall have no further interest therein. Seller and
Buyer agree to execute and deliver such  documents as are  necessary to transfer
title to and  ownership  of the  Substituted  Property to Buyer and title to and
ownership  of the  Replaced  Property to Seller in either  case,  subject to any
existing Senior Liens, including the lien of any existing Permitted Subleases as
that term is defined in the Master Lease.

     5. Miscellaneous.

          5.1 Survival.  The  representations and warranties made herein and the
obligations to indemnify  contained in Section 4 shall survive the execution and
delivery  of this  Purchase  and  Sale  Agreement  and the  consummation  of the
transactions  described  herein  and  shall  continue  until  such  time  as all
obligations created hereunder,  or in the other transaction  documents have been
performed and/or paid.

          5.2 Successors and Assigns.  The rights and obligations of the parties
hereunder  shall inure to the benefit of, and be binding and  enforceable  upon,
the respective successors, assigns and transferees of either party.

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          5.3  Notices.  Any notice,  request or other  communication  to either
party by the other hereunder shall be given in writing and shall be deemed given
on the earlier of the date the same is (i)  personally  delivered  with  receipt
acknowledged, or (ii) deposited in the mail system of the U.S. Postal Service by
registered or certified  mail,  return receipt  requested,  postage  prepaid and
addressed  to the  party  for  which it is  intended.  The  parties'  respective
addresses for notice are stated at the beginning of this Agreement. The place to
which  notices  or copies  of  notices  are to be given to  either  party may be
changed from time to time by such party by written notice to the other party.

          5.4 Governing Law. This Agreement shall be governed by and interpreted
under the laws of the Commonwealth of Virginia, applicable to contracts made and
to be performed  therein  without giving effect to the principles of conflict of
laws thereof.

          5.5 Captions. Captions used herein are inserted for reference purposes
only and shall not affect the interpretations or construction of this Agreement.

          5.6  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same agreement.

          5.7  Further  Instruments.  The  parties  hereto  agree to execute and
deliver,  or cause to be executed and  delivered,  such further  instruments  or
documents and take such other action as may be required to effectively carry out
the transactions contemplated herein.

                                  SELLER:
                                  Dollar Tree Stores, Inc.

                                  By: /s/ H. Ray Compton
                                  Name: H. Ray Compton
                                  Title: Executive Vice President

                                  BUYER:
                                  DTS Properties, Inc.

                                  By: /s/ Joseph F. Campagna
                                  Name: Joseph F. Campagna
                                  Title: President

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