ESCROW AGREEMENT



      THIS ESCROW AGREEMENT, dated as of May 5, 2000 (the "Escrow Agreement"),

by and among DOLLAR TREE STORES, INC., a Virginia corporation ("Parent"); THE

SHAREHOLDERS IDENTIFIED ON SCHEDULE 1 HERETO, (each a "Shareholder" and,

collectively, the "Shareholders"); BERNARD SPAIN and DAVID MUSSAFER, as

representatives of the Shareholders (collectively, the "Shareholder

Representatives"); and STATE STREET BANK AND TRUST COMPANY, a Massachusetts

banking corporation 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 April 5, 2000

(the "Merger Agreement") by and among Parent, DT Keystone, Inc., a Pennsylvania

corporation and wholly- owned subsidiary of Parent ("Sub") and Dollar Express,

Inc., a Pennsylvania 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 10 of the Merger Agreement, the Shareholders

have agreed to indemnify Parent and its subsidiaries and Affiliates (including

DT Keystone, Inc., Dollar Express, 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;

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      WHEREAS, pursuant to Section 8.5 of the Merger Agreement, the Shareholders

have appointed the Shareholder Representatives to act on their behalf with

respect to 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.



            1.1 Subject and pursuant to the Merger Agreement, Escrow Shares

shall be delivered to the Escrow Agent on behalf of the Shareholders, in the

proportion specified on Schedule 1 hereto. The Escrow Shares shall be

represented by a stock certificate in the name of State Street Bank and Trust

Company, as Escrow Agent under the Escrow Agreement, dated May 5, 2000.

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.



            1.2 The Escrow Shares shall be contributed into escrow hereunder on

behalf of the Shareholders in the same proportion to the Parent Common Stock to

be received by each Shareholder pursuant to Article 2 of the Merger Agreement.

Escrow Agent agrees to submit said shares for transfer into its name as Escrow

Agent hereunder or, in its discretion, into the name of its nominee, and agrees

to hold and administer said shares subject to the terms of this Escrow

Agreement. Except as set forth in this Agreement, the Escrow Agent shall be

under no obligation to preserve, protect or exercise rights in the Escrow

Shares, and shall be responsible only for reasonable measures to maintain the

physical safekeeping thereof, and otherwise to perform and observe such duties

on its part as are expressly set forth in this Escrow Agreement. The Escrow

Agent shall have no responsibility for the genuineness, validity, market value,

title or sufficiency for any intended purpose of the Escrow Shares.



      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, subject to the terms of the Escrow Agreement. 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





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                                                        Escrow Agreement--Page 2

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invest the Dividend Account at, and pursuant to, the written direction of the

Shareholder Representatives 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.

If otherwise qualified, obligations of the Escrow Agent shall qualify as

Eligible Investments. Absent its timely receipt of such specific written

investment instruction from the Shareholder Representatives, the Escrow Agent

shall invest the funds in the Dividend Account in the Eligible Investments

described in clause (i) above. All earnings received from the 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.



      The Escrow Agent is hereby authorized, in making or disposing of any

investment permitted by this section, to deal with itself (in its individual

capacity) or with any one or more affiliates, whether it or such affiliate is

acting as an agent of the Escrow Agent or for any third person or dealing as

principal for its own account.



      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 Agent shall not be responsible for

forwarding to any party, notifying any party with respect to, or taking any

action with respect to any Escrow Shares.



            (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 by the Escrow Agent on behalf of the Shareholders for cash at

the time and in the manner the Shareholder Representatives 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 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

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