
                                    ESCROW AGREEMENT

         THIS  ESCROW  AGREEMENT,  dated  as  of  June  28,  1999  (the  "Escrow
Agreement"),  by and among  DOLLAR TREE  STORES,  INC.,  a Virginia  corporation
("Parent");  RICHARD J. TEHAN, STEVEN A. TEHAN, BASIL L. TEHAN, ROBERT J. TEHAN,
and  FREDERICK  J.  TEHAN,   (each  a  "Shareholder"  and,   collectively,   the
"Shareholders");  RICHARD J. TEHAN, as  representative  of the Shareholders (the
"Shareholder  Representative");  and STEATES,  REMMELL, STEATES & DZIEKAN, a New
York  partnership  acting  solely  as  escrow  agent  hereunder  and  not in its
individual  capacity  ("Escrow  Agent").  The  Parent and the  Shareholders  are
sometimes referred to herein as the "Interested Parties." Capitalized terms used
but not otherwise  defined herein shall have the meanings ascribed to such terms
in the Merger Agreement (as hereinafter defined).

                              W I T N E S S E T H:

         WHEREAS,  pursuant to a certain Merger Agreement,  dated as of June 15,
1999, as amended by Amendment dated June 22, 1999,  (the "Merger  Agreement") by
and  among  Parent,  Dollar  Tree New York,  Inc.,  a New York  corporation  and
wholly-owned subsidiary of Parent ("Sub") and Tehan's Merchandising, Inc., a New
York corporation (the "Company"),  the capital stock of the Company owned by the
Shareholders has been  (simultaneously with the execution hereof) converted into
the right to receive shares of Parent Common Stock;

         WHEREAS,   pursuant  to  Article  7  of  the  Merger   Agreement,   the
Shareholders have agreed to indemnify Parent and its subsidiaries and Affiliates
(including  Dollar Tree New York,  Inc.,  Tehan's  Merchandising,  Inc., and the
surviving  corporation  in the  Merger),  each  of  their  respective  officers,
directors,  employees,  agents  and  representatives  and  each  of  the  heirs,
executors,  successors  and assigns of any of the foregoing  (collectively,  the
"Parent Indemnified Parties") for Parent Losses;

         WHEREAS, as security for the Shareholders' obligations under the Merger
Agreement  but without  limiting  the other  remedies of the Parent  Indemnified
Parties thereunder, the Merger Agreement also contemplates a surrender of Escrow
Shares (as defined  below) and related  funds to the extent  Parent  Indemnified
Parties suffer Parent Losses,  including  without  limitation any Deficit Amount
under Section 2.4 of the Merger Agreement;




                           Escrow Agreement -- Page 1

<PAGE>



         WHEREAS,   pursuant  to  Section  6.9  of  the  Merger  Agreement,  the
Shareholders  have  appointed  the  Shareholder  Representative  to act on their
behalf with respect to the execution  and delivery of this Escrow  Agreement and
the performance on behalf of such Shareholder  under the terms and provisions of
this Escrow Agreement; and

         WHEREAS, Escrow Agent is willing to act as escrow agent hereunder.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises,  covenants  and  agreements  contained  herein,  the  parties  hereto,
intending to be legally bound, hereby agree as follows:

         1  Delivery  of Escrow  Shares.  Subject  and  pursuant  to the  Merger
Agreement,  Escrow  Shares  are  hereby  delivered  to the  Escrow  Agent by the
Shareholders,  in the  proportion  specified  on  Schedule A hereto.  The Escrow
Shares  shall be  represented  by a stock  certificate  in the  name of  Steates
Remmell Steates &Dziekan, as Escrow Agent under the Escrow Agreement, dated June
30,  1999.  Notwithstanding  the  foregoing,  during  the  term of  this  Escrow
Agreement,  title to the Escrow  Shares will be in the name of the Escrow  Agent
for record holder purposes only. The parties  acknowledge  that the Shareholders
are the  beneficial  owners  of the  Escrow  Shares,  subject  to the  terms and
conditions  of  the  Merger  Agreement  and  this  Escrow  Agreement,  and  each
Shareholder  shall  retain all rights to vote the shares of Parent  Common Stock
delivered  on  behalf  of such  Shareholder  to the  Escrow  Agent  that are not
transferred to Parent pursuant to Section 2 hereof.

         2 The Escrow Fund. All cash dividends on or proceeds from the permitted
sale of the Escrow  Shares shall be deposited  directly  into an escrow  account
created by the Escrow  Agent  specifically  for the purpose of holding such cash
dividends  and  proceeds  (the  "Dividend  Account"),  without  any tax or other
withholding or deduction.  Shares resulting from stock  dividends,  stock splits
and other shares or  securities  issued in respect of the Escrow Shares shall be
issued in the name of the Escrow  Agent,  and shall be held by the Escrow  Agent
subject to the provisions of this Agreement, and upon issuance shall become part
of the Escrow Shares. The Escrow Agent shall invest the Dividend Account at, and
pursuant to, the written direction of the Shareholder Representative in Eligible
Investments  and shall not be  responsible  or liable for any loss accruing from
any investment  made in accordance  herewith  except for losses due to the gross
negligence  or wilful  misconduct of the Escrow  Agent.  "Eligible  Investments"
shall mean [(i) obligations issued or guaranteed by the United States of America
or any  agency or  instrumentality  thereof  (provided  that the full  faith and
credit of the United  States is pledged in support  thereof);  (ii)  obligations
(including  certificates  of deposit and banker's  acceptances)  of any domestic
commercial  bank having  capital and  surplus in excess of  $500,000,000;  (iii)
repurchase obligations for underlying securities of the type described in clause
(i);  (iv)  shares of money  market  funds at least  95% of the  assets of which
constitute  obligations of the type described in clause (i) above. No investment
shall have a term of more than ninety (90) days.]  Absent its timely  receipt of
such   specific   written   investment    instruction   from   the   Shareholder
Representative,  the Escrow Agent shall have no obligation or duty to invest (or
otherwise pay interest on) the Dividend Account. All earnings received from the



                           Escrow Agreement -- Page 2

<PAGE>



investment of the Dividend Account shall be credited to, and shall become a part
of, the Dividend Account (and any losses on such investments shall be debited to
the  Dividend  Account).  The  Escrow  Agent  shall  have no  liability  for any
investment  losses,  including  any  losses  on any  investment  required  to be
liquidated  prior to  maturity  in order to make a  payment  required  hereunder
except for losses due to the gross negligence or wilful misconduct of the Escrow
Agent.

         3        Voting and Disposition of Escrow Shares.

                  (a) The Escrow Shares shall be voted on all matters  submitted
to the shareholders of Parent as each  Shareholder  shall direct with respect to
the number of Escrow Shares allocated to such Shareholder. During the period the
Escrow  Shares are held  hereunder,  Parent  shall cause all proxy  solicitation
materials,  including forms of proxy, to be sent to the  Shareholders and Escrow
Agent  as and  when  sent to the  shareholders  of  Parent.  In the  absence  of
direction from any  Shareholder,  the Escrow Shares  contributed  into escrow by
such Shareholder shall be voted as the Escrow Agent shall direct.

                  (b) Following the Restricted  Period (as defined  below),  and
subject to compliance with the  requirements of applicable  securities laws, the
Escrow Shares may be sold on behalf of the Shareholders pro rata for cash at the
time and in the manner the Shareholder  Representative  shall direct.  No Escrow
Shares may be sold,  transferred or otherwise  disposed of, nor shall any person
in any other way reduce such person's risk with respect to, any Escrow Shares or
other  shares of the capital  stock of Parent until after such time as financial
results  covering at least 30 days of post merger combined  operations of Parent
and the Company have been published (within the meaning of Section 201.01 of the
SEC's Codification of Financial  Reporting Policies) by Parent, in the form of a
post-effective amendment,  issuance of a quarterly earnings report, a Form 10-K,
10-Q or 8-K filing,  or any other public  issuance  which  includes the combined
sales and net income (the "Restricted Period"). Proceeds from the permitted sale
of the Escrow  Shares shall be deposited in the Dividend  Account and  allocated
pro rata to the Shareholders in accordance with Schedule A.

         4        Application  of Escrow  Shares  and the  Dividend  Account  to
                  Claims of Parent Indemnified Parties and Deficit Amount.

                  4.1 In the event a Parent  Indemnified Party claims that it is
entitled to indemnification  pursuant to the Merger Agreement (including without
limitation  a claim for a Deficit  Amount  pursuant  to Section  7.1(vi)),  such
Parent  Indemnified  Party  shall  give  written  notice  of such  claim  to the
Shareholder  Representative and the Escrow Agent.  Subject to compliance by such
Parent Indemnified Party with the applicable  indemnification  provisions of the
Merger  Agreement,  the  amount  of such  claim  shall  be  paid  to the  Parent
Indemnified   Party  as  provided  in  Section  4.3,   unless  the   Shareholder
Representative  shall contest the right of such Parent Indemnified Party to such
payment by  delivering  to such Parent  Indemnified  Party and the Escrow  Agent
notice of such contest within 15 days after such Parent  Indemnified Party shall
have delivered notice to the Shareholder Representative of the claim.



                           Escrow Agreement -- Page 3

<PAGE>



                  4.2 If within  the 15 day  period  specified  in  Section  4.1
above, the Shareholder  Representative  shall deliver to the Parent  Indemnified
Party and the  Escrow  Agent the notice of contest  referred  to in Section  4.1
above,  no payment shall be made  hereunder  with respect to the claim  involved
until  the  dispute  has  been  finally  settled  by  agreement  of such  Parent
Indemnified Party and the Shareholder  Representative or, in the absence of such
an  agreement,  by  a  binding  and  final  arbitration  award  if  such  Parent
Indemnified  Party  and  the  Shareholder  Representative  have  agreed  to such
arbitration,  or otherwise by a binding and final judgment, order or decree of a
court of competent jurisdiction.

                  4.3      Payments to a Parent Indemnified Party shall be made

                           (i)  first,  by  cancellation  of the number of whole
         shares of the Escrow Shares,  allocated pro rata among the Shareholders
         in accordance with Schedule A hereto, having an aggregate value nearest
         to the amount payable to the Parent  Indemnified  Party, such value per
         share  to be  the  [Average  Closing  Price],  subject  to  appropriate
         adjustment  to take into  account any stock  split,  stock  dividend or
         recapitalization  subsequent to the Effective Time and not reflected in
         such [Average Closing Price] (the "Share Value"); and

                           (ii)  second,  if the  amount  payable  to the Parent
         Indemnified Party cannot be fully satisfied pursuant to Section 4.3(i),
         by  payment of a  distribution  of amounts  contained  in the  Dividend
         Account  (the   "Dividend   Amount")  shall  be  made  to  such  Parent
         Indemnified Party in an amount equal to any amount remaining payable to
         the Parent Indemnified Party.

         5 Final Distribution.  On the first anniversary of the date hereof (the
"Anniversary"),  except as otherwise provided in this Section, the Escrow Shares
and the Dividend  Account then  remaining in escrow shall be  distributed to the
Shareholders  pro rata in  accordance  with  Schedule  A  hereto.  If any  claim
theretofore  asserted by a Parent  Indemnified Party shall not have been paid or
finally  determined  to be without  merit or the amount of such claim  shall not
have been finally  determined,  the number of whole shares of the Escrow  Shares
having an aggregate value  (determined as provided in Section 4.3 above) nearest
to the amount of such claim on the Anniversary  (the "Retained  Escrow Shares"),
plus, if the Retained Escrow Shares are insufficient to cover the amount of such
claim, an amount from the Dividend Account equal to any amount remaining subject
to such claim,  shall be retained in escrow until such claim(s)  shall have been
paid or finally  determined to be without merit,  whereupon such Retained Escrow
Shares and Dividend  Account amount shall be distributed to the Shareholders pro
rata in accordance with Schedule A hereto,  subject to the remaining  provisions
of this Section.  Any distribution  pursuant hereto shall be net of any required
tax or other  withholding  or  deduction.  The parties will make all  reasonable
efforts to resolve any claims hereunder as quickly as possible.




                           Escrow Agreement -- Page 4

<PAGE>



         6  Fractional  Shares;  Distributions.  In the event  any  calculations
required  under this Escrow  Agreement  result in the allocation of a fractional
share amount to a  Shareholder,  the fraction shall be rounded to the next lower
whole number,  and any remainder shares shall be canceled.  All deliveries under
this  Escrow  Agreement  shall be made by and to the  parties  hereto  (or their
lawfully appointed attorneys-in-fact) in the United States.

         7  Shareholder  Representative;  Notices and Written  Directions.  Each
Shareholder  represents that he has appointed the Shareholder  Representative to
be his, her or its true and lawful  attorney for all matters in connection  with
this Escrow  Agreement,  the Escrow Shares and the Dividend  Account,  including
without  limitation the acceptance of any claim by a Parent  Indemnified  Party,
and the  compromise  of any  disputes  relating to the Escrow  Shares,  Dividend
Amount  or  other  matter  under  this  Escrow  Agreement.  Notwithstanding  the
foregoing,  the  Shareholder  Representative  will  not  act  on  behalf  of the
Shareholders with respect to distributions, voting or tax withholdings.
The Shareholder Representative hereby accepts such appointment.

         8        Escrow Agent.

                  8.1  Duties.   Escrow  Agent's   obligations   and  duties  in
connection herewith are confined to those specifically enumerated in this Escrow
Agreement. Escrow Agent shall not be in any manner liable or responsible for the
sufficiency,  correctness,  genuineness or validity of any instruments deposited
with it or with  reference to the form of execution  thereof,  or the  identity,
authority or rights of any person executing or depositing same, and Escrow Agent
shall not be liable  for any loss  that may  occur by reason of  forgery,  false
representation or the exercise of its discretion in any particular manner or for
any other reason, except for its own gross negligence or willful misconduct.

                  8.2 Indemnification. Except in instances of Escrow Agent's own
gross  negligence or willful  misconduct and except for matters  relating to the
prudent  investment  or  protection  of the  Escrow  Fund or the sale of  Escrow
Shares,  Shareholders  and the Company shall each  indemnify,  defend,  and hold
harmless Escrow Agent against fifty percent (50%) of any and all costs,  losses,
claims,   damages,   liabilities,   expenses,   including  reasonable  costs  of
investigation, court costs, and attorneys' fees, and disbursements, which may be
imposed upon Escrow Agent solely in connection with its actions  prudently taken
within the scope of duties  specified  hereunder as Escrow Agent (and not in its
capacity as counsel for  Shareholders),  including any  litigation  arising from
this  Escrow  Agreement  involving  the subject  matter  hereof.  The  foregoing
indemnification  and agreement to hold harmless shall survive the termination of
the Escrow Agreement.

                  8.3 Disputes.  In the event of a dispute  between the parties,
in the discretion of Escrow Agent, Escrow Agent shall be entitled to tender into
the  registry  or custody of any court of  competent  jurisdiction  all money or
property  in its hands  under this Escrow  Agreement,  together  with such legal
pleadings as it deems  appropriate,  and thereupon  shall be discharged from all
further  duties and  liabilities  under this  Escrow  Agreement.  Any such legal
action may be brought in such



                           Escrow Agreement -- Page 5

<PAGE>



court as Escrow Agent shall  determine to have  jurisdiction  thereof  including
Supreme Court, County of Oneida, State of New York. The filing of any such legal
proceedings  shall not deprive Escrow Agent of its compensation  earned prior to
such filing.

                  8.4 Receipt. Escrow Agent shall provide written acknowledgment
to the Parent of receipt of the Escrow Shares.

                  8.5 Fees.  Escrow Agent's fees hereunder shall be as set forth
on the fee schedule  attached  hereto as Schedule B and  incorporated  herein by
reference.   All  fees,  expenses  and  reimbursements  shall  be  paid  by  the
Shareholders.

         9 Transfer of  Interests.  The  interests  of the  Shareholders  in the
Escrow Shares and the rights and obligations of the  Shareholders  hereunder may
not be transferred  except by will, the laws of descent and  distribution  or by
other operation of law.

         10       Miscellaneous.

                  10.1 Benefits and Burdens;  Assignment.  This Escrow Agreement
shall  inure  to the  benefit  of and  shall  be  binding  upon  Parent  and the
Shareholders  and  Escrow  Agent and their  respective  heirs,  representatives,
successors and assigns.  No party to this Escrow Agreement may assign its rights
or obligations  hereunder without the prior written consent of each of the other
parties  hereto,  provided  however,  that  this  Escrow  Agreement  may only be
assigned by Parent to a corporation, all of whose issued and outstanding capital
stock is owned directly or indirectly by Parent,  and in such event Parent shall
not be released from its obligations hereunder.

                  10.2 Governing Law. This Escrow Agreement shall be governed by
the internal laws (ignoring principles of conflicts of laws) of the State of New
York. All  deliveries  under this Escrow  Agreement  shall be made by and to the
parties hereto (or their  lawfully  appointed  attorneys-in-fact)  in the United
States.

                  10.3 Headings. The section and paragraph headings contained in
this Escrow  Agreement are for  reference  purposes only and shall not affect in
any way the meaning or interpretation of this Escrow Agreement.

                  10.4     Notices; Wiring Instructions.

                           (a)  Any transmittals, notice or other communications
required  or  permitted  hereunder  shall  be  sufficiently  given  if  sent  by
registered or certified mail,  postage prepaid,  by national  overnight  courier
service or, in the case of any  communication  not  involving a  transmittal  of
original documents, by telecopy, addressed as follows:



                           Escrow Agreement -- Page 6

<PAGE>

                  If to Parent or, after the Closing, the Company:

                           Dollar Tree Stores, Inc.
                           500 Volvo Parkway
                           Chesapeake, Virginia   23320
                           Attention:  Mr. H. Ray Compton
                           Telecopier: (757) 321-5111

                  With a copy to:

                           Hofheimer Nusbaum, P.C.
                           999 Waterside Drive, Suite 1700
                           P. O. Box 3460
                           Norfolk, Virginia  23514
                           Attention:  William A. Old, Jr., Esquire
                           Telecopier:  (757) 629-0660

                  If to the Shareholder Representative:

                           Mr. Richard J. Tehan
                           4619 Commercial Drive
                           New Hartford, New York   13413
                           Telecopier:  315-724-2931

                  With a copy to:

                           Steates Remmell Steates & Dziekan
                           4 Oxford Crossing, Suite 104
                           New Hartford, New York   13413
                           Attention: Robert E. Remmell, Esquire
                           Telecopier: (315) 724-2931

                  If to Shareholders:

                           To the addresses stated on Schedule A

                  If to Escrow Agent:

                           Steates, Remmell, Steates & Dziekan
                           Attn:    Robert E. Remmell
                           4 Oxford Crossing, Ste. 104
                           New Hartford, NY 13413




                           Escrow Agreement -- Page 7

<PAGE>



or such other  addresses as shall be furnished in writing by any of the parties,
and any such  notice or  communication  shall be deemed to have been given as of
the next business day, if delivered by overnight courier service or upon receipt
(as evidenced by proof of  transmission),  if telecopied when received and three
days after the date so mailed (if mailed).

                           (b) Any  funds to be paid to or by the  Escrow  Agent
hereunder  shall  be sent by wire  transfer  or  certified  or  cashier's  check
pursuant  to the  following  instructions  (or by such  method  of  payment  and
pursuant to such instruction as may have been given in advance and in writing to
or by the Escrow Agent,  as the case may be, in accordance  with Section 10.4(a)
above):

                  If to Parent:

                  Bank: First Union National Bank, N.A.
                  ABA #: 0514 0054 9
                  A/C #: 2070000330892
                  Attn:   Theresa Boneske (757) 628-0438
                  Ref:  Dollar Tree/Tehan Escrow

                  If to Shareholders:

                  By  certified  or  cashier's  check  sent  via  registered  or
                  certified  mail,  postage  prepaid,  or by national  overnight
                  courier service to the addresses stated on Schedule A.

                  If to the Escrow Agent:

                  By  certified  or  cashier's  check  sent  via  registered  or
                  certified  mail,  postage  prepaid,  or by national  overnight
                  courier service to the addresses stated in Section 10.4(a).

                  10.5  Counterparts.  This Escrow  Agreement may be executed in
two or more  counterparts,  each of which shall be deemed to be an original  but
all of which together shall constitute one and the same instrument.


                  10.6 Modification.  This Escrow Agreement may be modified only
by a written  instrument signed by each of the parties hereto,  provided however
that  Schedule  A hereto  may be  modified  to reflect  valid  transfers  of the
Shareholders'  interests in the Escrow Shares by a writing  signed by Parent and
the  Shareholder  Representative,  upon which  Escrow Agent shall be entitled to
rely without further investigation.



                           Escrow Agreement -- Page 8

<PAGE>



                  10.7  Cooperation.  Shareholders,  Parent and the Escrow Agent
shall deliver to each other such information and documents and shall execute and
deliver to each other such further  information  and documents and shall execute
and deliver such further instruments and agreements as the others may reasonably
request in order to accomplish the purpose of this Escrow Agreement or to assure
to the others the benefits of this Escrow Agreement.

                  10.8  Entire  Understanding.  This  Escrow  Agreement  and the
exhibits  referred to herein  represent the entire  understanding of the parties
with respect to the subject  matter  hereof and  supersede  all  correspondence,
memoranda, conversations or other communications with respect thereto.

                  10.9 Severability.  The invalidity or  unenforceability of any
provision   of  this  Escrow   Agreement   shall  not  affect  the  validity  or
enforceability of any other provision of this Escrow Agreement.

                  10.10  Time.   Time  is  of  the  essence  under  this  Escrow
Agreement.

                  10.11 Statutes.  Any reference herein to any federal, state or
local statute shall include all  amendments to such statute  through the date of
this Escrow Agreement.

                  10.12  Interpretation.  It is the  intention  of  the  parties
hereto  and  the   Shareholders  and  Company  that  the  Merger  qualify  as  a
"reorganization"  under  the  provisions  of  Section  368 of the  Code,  and be
accounted for as a "pooling of interests,"  and this Escrow  Agreement  shall be
interpreted  and applied in a manner  consistent  with,  and shall be subject to
amendment to conform to, the requirements for such treatment.

                  10.13  Tax-Related Terms.

                           (a)      Tax Reporting.  The Interested Parties agree
that, for tax reporting  purposes,  all interest or other income earned from the
investment of the Dividend  Account in any tax year shall (i) to the extent such
interest or other  income is  distributed  by the Escrow  Agent to any person or
entity pursuant to the terms of this Escrow  Agreement  during such tax year, be
allocated to such person or entity, and (ii) otherwise shall be allocated to the
Shareholders in proportion to their holdings as set forth on Schedule A.

                           (b)      Certification of Tax Identification Number.
If requested  by the Escrow  Agent,  the  Shareholder  Representative  agrees to
obtain the certified tax  identification  number for each  Shareholder on a Form
W-9 (or Form W-8,  in case of  non-U.S.  persons)  and  deliver  the same to the
Escrow Agent prior to the date on which any income  earned on the  investment of
the Dividend Account is credited to the Dividend Account.  In the event that any
tax  identification  number is not certified to the Escrow  Agent,  the Internal
Revenue Code, as amended from time to time, may



                           Escrow Agreement -- Page 9

<PAGE>



require  withholding  of a portion of any interest or other income earned on the
investment of the Dividend Account.

                  10.14 Resignation.  The Escrow Agent may at any time resign as
Escrow Agent hereunder by giving ten (10) business days' prior written notice of
resignation  to the  Parent  and the  Shareholder  Representative.  Prior to the
effective date of the  resignation as specified in such notice,  the Parent will
issue to the Escrow Agent a written  instruction  authorizing  redelivery of the
Escrow Shares and Dividend Account to a bank or trust company that it selects as
successor  to  the  Escrow  Agent  hereunder,  subject  to  the  consent  of the
Shareholder  Representative (which consent shall not be unreasonably  withheld).
If, however,  the Parent shall fail to name such a successor escrow agent within
five (5) business  days after the notice of  resignation  from the Escrow Agent,
the Shareholder  Representative  shall be entitled to name such successor escrow
agent.  If no successor  escrow agent is named by the Parent or the  Shareholder
Representative,  the Escrow Agent may apply to a court of competent jurisdiction
for appointment of a successor escrow agent.

            [The remainder of this page is left intentionally blank.]






                           Escrow Agreement -- Page 10

<PAGE>



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

PARENT:                                     DOLLAR TREE STORES, INC.

                                            By /s/ H. Ray Compton
                                               ------------------
                                            [Name] H. Ray Compton
                                            [Title] Executive Vice President



SHAREHOLDER                                 /s/ Richard J. Tehan
REPRESENTATIVE:                             --------------------
                                            Richard J. Tehan, as Shareholder
                                            Representative


SHAREHOLDERS:                               /s/ Richard J. Tehan
                                            --------------------
                                            Richard J. Tehan

                                            /s/ Steven A. Tehan
                                            -------------------
                                            Steven A. Tehan

                                            /s/ Basil L. Tehan
                                            ------------------
                                            Basil L. Tehan

                                            /s/ Robert J. Tehan
                                            -------------------
                                            Robert J. Tehan

                                            /s/ Frederick J. Tehan
                                            ----------------------
                                            Frederick J. Tehan


ESCROW AGENT:                               STEATES, REMMELL, STEATES & DZIEKAN
                                            (Acting solely as Escrow Agent
                                            herein and not in its individual
                                            capacity)

                                            By       /s/ F. Paul Steates, Esq.
                                                     -------------------------
                                            Name:    F. Paul Steates, Esq.
                                            Title:   Partner



                           Escrow Agreement -- Page 11

<PAGE>
<TABLE>

                                   SCHEDULE A

                              LIST OF SHAREHOLDERS

<CAPTION>
 Name and Address       Social Security    Escrow Shares         Pro Rata
  of Shareholder            Number          Contributed     Percentage of Total
                                                               Escrow Shares
<S>                       <C>                  <C>                  <C>
Richard J. Tehan          ###-##-####          5016                 20%
6 Fieldwood Road
New Hartford, NY
13413

Steven A. Tehan           ###-##-####          5016                 20%
10 Stonebridge Road
New Hartford, NY
13413

Basil L. Tehan            ###-##-####          5016                 20%
1304 Sherman Drive
Utica, NY  13501


Robert J. Tehan           ###-##-####          5016                 20%
8 Beckwith Circle
New Hartford, NY
13413


Frederick J. Tehan        ###-##-####          5016                 20%
6378 Willow Lane
Marcy, NY  13403

Total                                          25080               100%
</TABLE>



                           Escrow Agreement -- Page 12

<PAGE>


                                   SCHEDULE B

                                  FEE SCHEDULE


         None.



                           Escrow Agreement -- Page 13

