DISTRIBUTOR SERVICE AGREEMENT

Exhibit 10.10

THIS DISTRIBUTOR SERVICE AGREEMENT, effective as of 15^th Day of September, 2002 (“Effective Date”) by and between DavCo Restaurants, Inc., a Delaware corporation (“Company”); and XXXXXX PAPER & FOOD SERVICE, INC., a New York corporation (“Distributor”).

WHEREAS, Distributor is a wholesale distribution company providing purchasing, marketing, warehousing, delivery and related services (“Distribution Services”) of food, paper products and equipment along with such other items as may be utilized in a restaurant (“Products”) to commercial customers, including restaurant chains; and

WHEREAS, Company has a chain of restaurants, owned and/or franchised, encompassing one or more restaurant concepts (“Restaurants”) requiring the procurement of food and related products; and

WHEREAS, Company and Distributor desire to enter into Distributor Service Agreement (“Agreement”) for the sale by Distributor and the purchase by Company, of Products, which results in shared benefits, rewards and risks in a positively managed business environment, designating Distributor as an exclusive Distributor authorized to provide Distribution Services to the Company’s Restaurants in the Territory.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Distributor hereby agree as follows:

1. Designation of Exclusive Distributor

1.1 Company designates Distributor as its exclusive Distributor of Products to Restaurants in the geographic territory identified in Exhibit 1.26 (“Territory”) and Company shall not designate or allow another distributor within the Territory or authorize or permit any other distributor of Products to solicit or accept orders from Restaurants located within the Territory.

1.2 Subject to Distributor’s normal credit policies and standard rules and regulations established by Distributor, a copy of which is attached as Exhibit 1.2, Distributor shall accept orders to purchase Products, from any Restaurant in the Territory.

1.3 Company shall cause each Restaurant in the Territory to order from Distributor not less than one hundred percent (100%) of all Products required in the operation of the Restaurant, which the Distributor maintains in inventory.

2. Service Obligations of Distributor

2.1 Products covered by this Agreement are listed in Exhibit 2.1.

2.2 Account Review

2.2.1 Account Executive. Distributor will assign an Account Executive to service Company’s accounts. The Account Executive will maintain contact with Company’s designated representatives on an as needed basis, but no less than monthly, to review service requirements, new products, marketing concepts and other matters.

2.2.2 Business Review. Distributor shall conduct quarterly reviews with Company for the first year of the Agreement and semi-annually thereafter. At such time, the Product list, Territory, additional Restaurants and other executive business issues will be reviewed.

2.3 Delivery Parameters

2.3.1 Three Deliveries Per Week. Each Restaurant will be serviced by Distributor with three deliveries per week in accordance with the current routing schedule. To the extent possible, Distributor shall assign one driver, provided, however, that Distributor reserves the right to reassign drivers, substitute drivers or make such other changes as it deems necessary in the best interest of its business and the Company.

2.3.2 Delivery Windows. Key drop schedules will be developed for the Restaurants. Delivery windows are 225 hours with a black-out period from 11:15 a.m. to 1:45 p.m. seven (7) days per week.

2.3.3 Delivery Schedule Changes. Distributor may re-route within the first 180 days and quarterly thereafter.

2.3.4 Looks, Keys and Alarms. Lock, key and alarm changes will be communicated and key provided via overnight delivery at Company’s expense to Distributor at least forty-eight (48) hours prior to time of dispatch as provided in the current routing schedule.

2.4 Performance Standards

2.4.1 Delivery Order Fill Rate. An Aggregate Delivery Order Fill mate of 99.70% shall be deemed as acceptable. An Aggregate Delivery Order Fill Rate of less than 99.70% shall be deemed unacceptable. Aggregate Deliver Order Fill Rate shall be defined as a measure of the completeness of orders delivered to all Restaurants as a percentage of the orders that were placed for those deliveries. Cases delivered will exclude mispicks,

damaged cases, out of code cases, shorted items, overlooked and returned items.

2.4.2 On-Time Delivery Rate. An On-Time aggregate percentage of 90% on key drop deliveries and 70% on attended deliveries shall be deemed as acceptable. On Time Delivery Rate shall be defined as the delivery process beginning at one hour after restaurant closes to 6:30 a.m. for key drop deliveries and + one-hour /minus one-half-hour for attended deliveries from the time set for the expected delivery as a percentage of the total number of deliveries made by the Distributor.

2.4.3 If the Company at any time determines that Distributor does not perform in accordance with the standards set forth herein, Company must notify Distributor of said non-performance. Said notice shall be in written form and contain the specific nonperformance issue with proof thereof regarding Distributor’s nonperformance. Distributor shall have ninety (90) days from receipt of said notice to remedy the non-performance issue.

3. Inventory and Order Placement

3.1 Electronic Order Entry. Orders will be remitted electronically. Orders will be placed via Distributor’s online order entry system. All orders will be transmitted 24 flours prior to scheduled departure.

3.1.1 Fax and phone-in orders will be taken for the [*]. Thereafter, the fee will be $[*] per case for phone and fax orders.

3.1.2 Distributor will offer $[*] upon execution of this agreement for the purchase of computer equipment. The $[*] will be issued as a credit against Company’s accounts receivable.

3.1.3 Special orders. A fee of $[*] or the actual expense to market the special delivery, whichever is greater, will be added to the invoice. Actual cost is defined as administrative and warehouse costs plus $[*] per mile for all out of route miles. The fee will be effective once a pattern of special ordering is established. If, a special order is the result of a Distributor error, the costs associated with such special order will be the responsibility of Distributor.

3.2 Returned Product. For purchases that are returned for credit that are determined to be the result of a Restaurant’s excessive ordering or other ordering errors, a restocking fee equal to [*] percent of the total dollar value of the returned product will be assessed.

3.3 Shipment of Products Not Approved by Company. Any products not approved by Company’s designated representative cannot be sold to the individual Restaurants by Distributor.

3.4 Inventory. Distributor will inventory and deliver Company’s items as requested utilizing a four-week lead time on new items and an eight-week lead time on deleted items. If any Product requested by Company results in greater than four weeks on hand Inventory a definitive action plan will be provided to Distributor by Company’s designated representative. The written plan will detail the actions that will be taken to lower the level to a maximum of four weeks supply within twenty-one days of notification. The action plan will consist of the following options: 1) Force-ship of inventory to restaurants as directed by Company; 2) Donating inventory to an entity at Company’s discretion; or 3) Destroying and disposing of inventory at Company’s discretion. For inventory that remains on-hand thirty days after notification, Distributor will charge Company a storage fee of two percent (2%) per month. Distributor shall follow all written directions

from Company’s designated representative with respect to the distribution and sale of Company Requested Inventory, as hereinafter defined on Schedule 3.5. Items requested by Company which Distributor would not otherwise purchase, warehouse and deliver shall be governed by the terms and conditions of the Customer Requested Inventory procedures attached as Exhibit 3.5.

3.5 Damages, Shortages and Errors. Any damage, shortage, or error shall be noted on the invoice and signed by Restaurant’s receiving personnel. Credit for damages, shorts, or errors will be noted by Distributor’s delivery personnel and will be final. Notice of shortages on key-drop deliveries need to be made by Noon on the same day as delivery. All reasonable efforts will be expended in determining the root cause of the damage, shortage, or error.

3.6 If Distributor is out-of-stock with respect to any Product, any affected Restaurant shall be notified regarding out-of-stocks and the expected period of duration of the out-of-stock prior to making the next scheduled deliveries.

3.7 Should a substitution be necessary and approved by Company, Distributor will ship a comparable product at a sell price calculated using the same pricing methodology as on the original product.

3.8 In the event of a shortage of Product, as determined in a written notice to Distributor by Company’s designated representative, Distributor shall allocate sales of the Product in short supply among the Restaurants based upon the written instructions from Company’s designated representative.

4. Company’s Obligations

4.1 Company agrees to review Distributor’s current vendor base for future product needs or product changes where possible and mutually agreed upon by both parties.

4.2 Restaurants shall identify authorized representatives responsible for developing and releasing orders to Distributor.

4.3 Company will provide Distributor with written evidence of existence of agreements with product manufacturers in which the manufacturers have agreed on prices they will charge Distributor for products to be resold to Company. Company must notify Distributor in writing of the existence of any additional agreements of this sort. Distributor will not be responsible for the failure to purchase under such additional agreements in the absence of written notice from Company of the existence of such agreements.

4.4 Company shall provide Distributor list of suppliers approved by Company to provide Products to the Company’s Restaurants (“Approved supplier”). A list of Approved Suppliers is attached hereto as Exhibit 4.4.

5. Price

5.1 Distributor shall charge and Company agrees to pay an amount equal to the Cost plus appropriate pricing adjustments as outlined on Exhibit 5 (“Pricing”). As used herein, Cost shall mean the F.O.B. invoiced amount from the supplier, manufacturer, vendor or packer plus freight, plus any Vendor charges or fees appearing on the invoices (calculated at a per unit rate).

5.2 Any off-invoice allowances granted to Distributor by an Approved Supplier shall be reflected in the Pricing. Any cash discounts shall be the property of the Distributor. Discontinued discounts from vendors will result in an adjustment to the pricing methodology on applicable products. (Discount loss equals increase in pricing).

5.3 “Full Line” Distributor in Geographic Territory/Delivery Terms. Company acknowledges that Distributor is the exclusive distributor to Company’s Restaurants. Should Company add Restaurants outside the Territory or eliminate

Restaurants within the Territory, or establish additional restaurant concepts either inside or outside of the Territory, Company and Distributor shall meet its advance of any proposed change to address any material impact, positive or negative, and shall negotiate, in good faith, an appropriate adjustment to the pricing methodology, as warranted. Failure to agree to an appropriate adjustment shall subject the parties to the Alternative Dispute Resolution Procedures as defined below.

5.4 Merchandising, Marketing Allowances. Company acknowledges that Distributor performs value-added services for suppliers of Products, beyond procurement activities typically provided, including regional and national marketing, freight management, consolidated warehousing distribution, quality assurance and performance-based product marketing. Distributor may recover the costs of providing these services and/or be compensated for these services directly from the suppliers (“MMA”). Such compensation, regardless of how paid or recovered, is not related to Company’s purchase of the Products and therefore will not reduce the cost of Products to the Company and such compensation shall be retained by Distributor. Distributor is not required to disclose such compensation to Company nor shall such compensation be available during any audit rights provided herein. Distributor acknowledges its primary responsibility is to

Company and such services with suppliers shall not diminish its commitment to the Performance Standards.

5.5 Sales-Distributor and customer will comply with all applicable sales tax laws.

6. Withdrawals and Recalls

6.1 In the event it is deemed necessary by either Company, in its discretion, or any of the Approved Suppliers, to withdraw or recall from Distributor and/or from the Restaurants any quantity of any Products (a) as a result of failure of such Products to satisfy the Company’s specifications as agreed upon by Company and the Approved Suppliers (b) for any other reason bearing on quality and/or safety of such Products, or (c) to prevent, minimize or otherwise protect against an actual or perceived threat to Company’s brand, Distributor shall comply diligently with all Product withdrawal/recall procedures in accordance with “Exhibit 6.1” “Product Withdrawals/ Recall”.

6.2 Distributor shall not be required to bear the costs associated with the withdrawal or recall of any Product unless such withdrawal or recall is the result of the negligence or intentional acts of Distributor. Company shall cause the Approved Supplier(s) in question to reimburse Distributor for such costs.

7. Confidentiality

7.1 Confidential Information means all information communicated by Company to Distributor or by Distributor to Company which is considered by Company or Distributor to be confidential, including, but not limited to: the terms of this Agreement; all information as to quantity, cost and prices for Products; methods of operation; business acquisitions and or expansion plans, all information relating to marketing, new products, sales volume and data regarding the operations of Company or Distributor, the Restaurants; and other information identified or reasonably identifiable as confidential or proprietary. Confidential Information also includes information in any manner related to Distributor’s compliance or failure to comply with or meet the Performance Standards.

Distributor and Company acknowledge that each needs to protect the other by maintaining the confidentiality of Confidential Information that may be disclosed by Company and Distributor. Accordingly, each party shall keep such Confidential Information and any materials containing Confidential Information confidential and shall maintain them in the strictest of confidence both during the initial Term and any Renewal Term and for a period of three (3) years thereafter. Such Confidential Information shall only be disclosed within either party’s

organization to such persons who have a need to know and shall not be disclosed to any third party without the express written consent of the other party.

Each party agrees and acknowledges that the other shall be subject to irreparable harm if this provision is breached and money damages alone will not provide an adequate remedy for such breach. Accordingly, the non-breaching party shall be entitled to an injunction along with reasonable attorneys’ fees, costs and expenses associated with enforcing this provision.

7.2 The confidentiality obligations of this §7 shall not apply to information which Distributor or Company is compelled to disclose by judicial or administrative process or by other mandatory requirements of law; provided, however, that the disclosing party shall notify the other party of the required disclosure prior to such disclosure.

8. Indemnification. Company and Distributor shall each defend, indemnity and hold harmless the other party including, its officers, directors, employees, agents, parents, subsidiaries, affiliates and members (collectively “Indemnitees”), of, from and against any and all claims, demands, actions, cause of action, losses, liabilities, damages, costs and expenses, including, without limitation, reasonable attorney’s fees and costs and expenses (all of the foregoing collectively referred to as “Damages”), caused by one party

to the other and based upon or arising out of (i) any breach of this Agreement by it; (ii) any negligent act or omission of it in connection with provision of Distribution Services which results in any property damage or personal injury, including, but not limited to, illness or death; and (iii) any negligent act or omission of it in connection with the purchase, receipt, storage, shipment; delivery, resale or consumption of any Product, provided, however, that Distributor or Company shall not be liable for Damages to an Indemnitee to the extent such Damages result from the negligence; recklessness or misconduct of such Indemnitee; NOR, EXCEPT AS OTHERWISE PROVIDED, SHALL DISTRIBUTOR OR COMPANY, UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY INDEMNITEE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, ANY CLAIM FOR LOST PROFITS OR ANTICIPATED PROFITS.

9. Insurance. Company and Distributor shall maintain comprehensive liability insurance coverage during the entire term of this Agreement, with minimum coverage amounts of $1,000,000 per occurrence and $10,000,000 aggregate, including product liability coverage for damage, injury and/or death to persons and for damage and/or injury to property, and each shall provide to the other upon request written evidence of such coverage.

10. Term and Commencement

10.1 This Agreement shall become effective as of the Effective Date and shall expire five (5) years from the Effective Date (“Initial Term), unless otherwise terminated pursuant to the terms of this Agreement.

10.2 Unless either party notifies the other at least 180 days but no more than 270 days prior to the end of the Initial Term or Renewal Term, the Agreement will automatically extend for additional five (5) year periods (“Renewal Term”).

11. Cancellation, Termination, Events of Default. A party may terminate this agreement upon the following Events of Default:

(a) If the other party falls or refuses to comply with any of its material obligations under this Agreement after having been given written notice of the breach of any provision and having felled to cure such breach within the applicable time limit specified in the relevant section herein or, if no time period is attributable to the cure, sixty (60) days, or

(b) The other party becomes bankrupt, insolvent or otherwise unable to pay its obligations as they become due.

Sections 7, Confidentiality and 12.6 Dispute Resolution Procedures shall survive the End of this Agreement.

12. Miscellaneous Provisions

12.1 Entire Agreement. This Agreement, including any Exhibits, amendments or addendums, supersedes all prior negotiations, discussions, representations, understandings and agreements between the parties with respect to the matters contained herein, and contains the only agreement between the parties hereto with respect to the transactions contemplated by this Agreement.

12.2 Amendments, Modifications and Waiver. This Agreement may not be waived, modified or amended except by a written instrument executed by authorized representatives of both parties. A waiver on one occasion shall not be a waiver of the same or any other breach on any other occasion. No course of dealing or performance by any party, and no failure, omission, delay or forbearance by any party, in whole or in part, in exercising any right, power, benefit or remedy shall constitute a waiver of such right, power, benefit or remedy.

12.3 Cumulative Remedies. No remedy conferred upon either party is intended to be exclusive of any other remedy, and each and every such remedy shall be in

addition to, and not in limitation of or substitution for, every remedy available at law or in equity or by statute or otherwise.

12.4 Headings. The headings in this Agreement are for convenience of reference and are not a part of this Agreement and shall not affect the meaning or construction of any of its provisions.

12.5 Governing Law. This Agreement shall become valid when executed and accepted by Company. The parties agree that it shall be deemed made and entered into in the State of New York and shall be governed and construed in accordance with the law of the State of New York without giving effect to any conflict of law rule or principle that might require the application of the law of another jurisdiction. Any suit filed in pertaining to or arising out of the Agreement shall be filed in the courts of Xxxxxx County, New York.

12.6 Alternative Dispute Resolution. In the event of any dispute between the parties relating to this Agreement, the parties agree that the following dispute resolution procedures shall be followed: “Dispute” shall mean any alleged material breach of any representation, warranty or obligation therein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these Dispute Resolution Procedures, or any

dispute regarding any damages arising from the termination of the Agreement: provided that, any attempt by either party to obtain or enforce equitable remedies, including but not limited to preliminary or permanent injunctions, temporary restraining order or specific performance shall not be deemed a Dispute hereunder. Any party may give written notice to the other party of the existence of a dispute (a “Dispute Notice”).

Step one of the Alternate Dispute Resolution requires a senior executive of each party, not involved in the Dispute, to negotiate over a period of at least ten (10) days after a Dispute Notice is given. The senior executives will continue to negotiate past the ten (10), day period for as long as both senior executives agree that progress towards a resolution is being made.

Step Two of the Alternate Dispute Resolution requires the parties to submit to mediation upon the request of either party to the Center for Public Resources to provide a member of the CPR Panel of Neutrals to act as mediator to work with the parties to resolve their differences. The mediator appointed shall be qualified by experience to deal with issues arising in contracts similar to the Agreement and may be rejected by a party only for bias. The mediator shall meet with the parties within twenty (20) days of his or her appointment to help the parties resolve the Dispute. Efforts to reach a settlement will continue until (a) a written settlement

is reached, (b) the mediator concludes and informs the parties in writing that further efforts would not be useful, or (c) the parties agree in writing that an impasse has been reached. The costs of the mediation, including fees and expenses, shall be borne equally by the parties.

Step Three of the Alternate Dispute Resolution requires the parties to agree to binding arbitration conducted in accordance with the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by three arbitrators, of whom each party shall appoint one and the third to be selected by the other two. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) shall be binding upon the parties and may be entered by any court having jurisdiction thereof. The place of arbitration shall be Xxxxxx County, New York. The arbitrator(s) are not empowered to award damages in excess of those damages authorized by the Agreement. All costs of arbitration including the fees of the arbitrator(s) shall be borne equally by the parties.

12.7 Severability. The provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained in this Agreement, and partially valid and

enforceable provisions shall be enforced to the extent that they are valid and enforceable.

12.8 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted assigns; provided, however; that Company or Distributor may not assign, delegate, transfer, convey or subcontract all or any portion of its rights, duties, and obligations under this Agreement without the prior written consent of the other party, which consent may be given or withheld for any reason or no reason. This Agreement is not intended to confer on third parties, other than permitted assigns, the right to enforce any provisions of the Agreement.

12.9 Contribution. There is no allowance for Contribution in the Pricing proposal. Neither Company nor Restaurants will solicit Distributor for any such contributions (i.e. golf tournaments, company picnics, charitable events).

12.10 Notices and Authorized Representatives of the Company. All notices, requests, demands, tenders and other communications required under this Agreement shall be in writing and shall be deemed given (a) if delivered, mailed (certified or registered mall, postage prepaid) or sent by overnight courier to the other party at

its address set forth below, or (b) If transmitted by facsimile to the facsimile number of the other party if set forth below, or (c) if transmitted by email to the e-mall address of the other party if set forth below. Any party may change its mailing address, facsimile number, or e-mall address by giving notice to the other party in the manner provided herein.

Notices to Company should be addressed as follows:

Address:

Attention:

Telephone #:

Facsimile #:

E-mall Address:

Notices to Distributor should be addressed as follows:

Address: Xxxxxx Paper & Food Service, Inc.
XX Xxx 000
101 Xxxxxx Corporate Parkway
Xxxxxxx, NY. 13748

Attention: Xxxxxxx Xxxxxx
Vice President, National Accounts

Telephone #: (000) 000-0000

Facsimile #: (000) 000-0000

E-mall Address: Xxxxxxx.Xxxxxx@Xxxxxx.xxx

IN WITNESS WHEREOF, Company and Distributor have executed this Agreement as of the Effective Date.

WITNESS:		DavCo Restaurants, Inc.
		Company

	By:	/s/ Xxxxxx X. Xxxxxxx, III
		(Signature)

		Xxxxxx X. Xxxxxxx, III
		Print name

	Title:	Chief Operating Officer

	Attest:	/s/ Xxxxx X. Xxxxxx



	WITNESS:
	XXXXXX PAPER & FOOD SERVICE, INC. (Distributor)

	By:	/s/ Xxxxxxxxxxx Xxxxxx
		(Signature)

		Xxxxxxxxxxx Xxxxxx
		Print name

	Title:	President and Chief Executive Officer

	Attest:

EXHIBITS

(These are numbered using the section number where they have first been referred to in the Agreement)

1.2 Credit Terms and Conditions

1.26 Territory

2.1 Products Covered by this Agreement

3.5 Customer Requested Inventory

4.4 Approved Suppliers

5. Pricing

6.1 Product Withdrawals/Recalls

Exhibit 1.2

Credit Terms and Conditions

[*]

EXHIBIT 1.26

TERRITORY

	Store Number and Name	Street Address	City, State
1	01 WALDORF	2000 XXXXX XXXXXXX	XXXXXXX, XX 00000
2	02 ALEXANDRIA	6300 XXXXXXXX XXXXXXX	XXXXXXXXXX, XX 00000
3	03 MILLERSVILLE	8200 XX XX 0 (XXXXXXXX XXX)	XXXXXXXXXXXX, XX 00000
4	04 COCKEYSVILLE	9800-00 XXXX XXXX	XXXXXXXXXXXX, XX 00000
5	07 EDGEWOOD	1900 XXXXXXX XXXXXXX	XXXXXXXX, XX 00000
6	08 OXON HILL	6100 XXXX XXXX XXXX	XXXX XXXX, XX 00000

	Store Number and Name	Stxxxx Xxxxxxx	Xxxx, Xxxxx
0	00 XXXX XAR	3400 XXXXXXX XXXXX	XXXXXXXXXXX, XX 00000
8	11 HARTFORD & JOPPA	3000 XXXX XXXXX XXXX	XXXXXXXXX, XX 00000
9	12 CLINTON	8900 XXXXXXXX XXXX	XXXXXXX, XX 00000
10	13 XXXXX HIGHWAY	6900 XXXXXXX XXXXXXX	XXXX XXXXXX, XX 00000
11	14 REISTERSTOWN	10000 XXXXXXXXXXXX XXXX	XXXXXX XXXXX, XX 00000
12	15 BELTSVILLE	10000 XXXXXXXXX XXXX	XXXXXXXXXX, XX 00000
13	16 JUMPERS HOLE	8100 XXXXXXX XXXXXXX	XXXXXXXX, XX 00000
14	17 WOODBRIDGE	14000 XXXX XXXXX XXX	XXXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
15	18 FREDERICK	1200 XXXX XXXXXXX XXXXXX	XXXXXXXXX, XX 00000
16	20 LIBERTY ROAD	8600 XXXXXXX XXXX	XXXXXXXXXXXX, XX 00000
17	21 LANDOVER	8200 XXXXXXXX XXXX	XXXXXXXX, XX 00000
18	22 LAPLATA	6200 XXXXX XXXXXXX	XXXXXXX, XX 00000
19	23 XXXXXX BOULEVARD	110 XXXXXX XXXX	XXXXXXXXX, XX 00000
20	24 WABASH	4400 XXXX XXXXXXXX XXX	XXXXXXXXX, XX 00000
21	25 NORTH POINT	4000 XXXXX XXXXX XXXXXXXXX	XXXXXXXXX, XX 00000
22	26 XXXXXX ROAD	7300 X&X XXXXXXXXX	XXXX XXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
23	27 SILVER HILL	5400 XXXXXXXXXX XXXX	XXXXXXXX, XX 00000
24	28 PATAPSCO	600 X. XXXXXXXX XXXXXX	XXXXXXXXX, XX 00000
25	29 WEST STREET	1900 XXXX XXXXXX	XXXXXXXXX, XX 00000
26	30 HAGERSTOWN	350 XXXX XXXXXXX	XXXXXXXXXX, XX 00000
27	31 RIVIERA BEACH	8400 XX XXXXXXXXX XXXX	XXXXXXXX, XX 00000
28	34 BAYBRIDGE	1400 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000
29	35 KING STREET	5000 XXXXXXXXXXXX XXXX	XXXXXXXXX, XX 00000
30	36 XXXXXXX BOULEVARD	1300 XXXXXXX XXXXXXXXX	XXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
31	37 GREENBELT	7500 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000
32	39 TAKOMA PARK	6800 XXX XXXXXXXXX XXX	XXXXXX XXXX, XX 00000
33	40 ECHO HILLS	7300 XXX XXXXXXX	XXXXX XXXXXX, XX 00000
34	41 XXX XXXX	220 X XXX XXXX XXXXXX	XXXXXXXXXX, XX 00000
35	42 WESTSIDE	2300 XXXXXXXXX XXXXXX	XXXXXXXXX, XX 00000
36	43 MANASSAS I	8900 XXXXXXXXXXX XXXX	XXXXXXXX, XX 00000
37	44 DERWOOD	15000 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000
38	45 TYSON’S CORNER	8300 XXXXXXXX XXXX	XXXXXX, XX 00000

	Store Number and Name	Stxxxx Xxxxxxx	Xxxx, Xxxxx
00	00 XXXXXXXX XI	8000 XXXXXX XXXX	XXXXXXXX, XX 00000
40	48 WOODLAWN	8700 XXXXXXXX XXXXXXX	XXXXXXXXXX, XX 00000
41	49 LEXINGTON PARK	21000 XXXXX XXXXX XXXX	XXXXXXXXX XXXX, XX 00000
42	50 BELAIR	330 XXXXXXXXX XXXXXXXX XXXX	XXXXXX, XX 00000
43	52 COLUMBIA	6300 XXXXXX XXXX	XXXXXXXX, XX 00000
44	54 OCEAN CITY	12000 XXXXXXX XXXXXXX	XXXXX XXXX, XX 00000
45	55 TRIANGLE	18000 XXXX XXXXX XXX	XXXXXXXX, XX 00000
46	56 XXXXXX XXXXXX	13000 XXXXXX XXXXX	XXXXXX XXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
47	59 SALISBURY	1100 XXXXXXXXX XXXXXXXXX	XXXXXXXXX, XX 00000
48	60 JERMANTOWN	4000 XXXXXXXXXX XXXX	XXXXXXX, XX 00000
49	61 GEORGIA AVENUE	3900 XXXXXXX XXXXXX XX	XXXXXXXXXX, XX 00000
50	62 BURKE	6000 XXXXX XXXXXXX XX	XXXXX, XX 00000
51	64 COLUMBIA PIKE	3400 XXXXXXXX XXXX	XXXXXXXXX, XX 00000
52	65 BELTWAY PLAZA	6200 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000
53	66 ANNANDALE	7000 XXXXXX XXXXX XXX	XXXXXXXXX, XX 00000
54	68 NURSERY ROAD	710 XXXXXXX XXXX	XXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
55	69 EASTON	8200 XXXXX XXXXXXX	XXXXXX, XX 00000
56	70 COLUMBIA 108	9100 XXXXX 000	XXXXXXXX, XX 00000
57	71 NEW YORK AVENUE	100 XXX XXXX XXXXXX	XXXXXXXXXX, XX 00000
58	72 RESTON	1700 XXXXXXXXX XXXXX	XXXXXX, XX 00000
59	73 CROFTON	1000 X. XXXXX XXXXX 0	XXXXXXXXX, XX 00000
60	74 BUCKEYSTOWN	5700 XXXXXXXXXXX XXXX	XXXXXXXXX, XX 00000
61	75 XXXXXXXXXX VILLAGE	18000 XXXXXXX XXXX	XXXXXXXXXXXX, XX 00000
62	76 XXX XXXXXXX	0000 XXX XXXXXXX	XXXXXXXXX, XX 00000
63	77 OCEAN CITY II	3100 XXXXXXX XXXXXXX	XXXXX XXXX, XX 00000

	Store Number and Name	Stxxxx Xxxxxxx	Xxxx, Xxxxx
00	00 XXXXXXXXX & XXXX	4200 XXXXXX XXXXX XXX. XXX	XXXXXXXXXX, XX 00000
65	80 FT. WASHINGTON	11000 XXXXXXXXXX XXXX	XX. XXXXXXXXXX, XX 00000
66	81 DUKE & QUAKER	3300 XXXX XXXXXX	XXXXXXXXXX, XX 00000
67	82 LAUREL LAKES	14000 XXXXXXXXX XXXXXXXXX	XXXXXX, XX 00000
68	83 KENILWORTH	6200 XXXXXXXXXX XXXXXX	XXXXXXXXX, XX 00000
69	84 X. XXXXXXXXXX	820 X. XXXXXXXXXX XXXXXX	XXXXXXXXXX, XX 00000
70	85 BELAIR & SILVER SPRING	8700 XXXXXX XXXX	XXXXXXXXX, XX 00000
71	86 OCCOQUAN	1400 XXX XXXXXX XXXX	XXXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
72	87 HARTFORD & BROADWAY	2000 XXXXXXXX XXXX	XXXXXXXXX, XX 00000
73	88 COURTHOUSE	2000 XXXXXX XXXXXXXXX	XXXXXXXXX, XX 00000
74	90 XXXXXXX	8 XXXXXXX XXXX XXXXX	XXXXXXXXX, XX 00000
75	91 CAMBRIDGE	210 XXXXXXXX XXXXXXX	XXXXXXXXX, XX 00000
76	92 COUNTRYSIDE	3 XXXXXXX XXXX XXXXX	XXXXXXXX, XX 00000
77	93 XXXXX & XXXXXXX	6400 X XXXXXXX XXXX	XXXXXXXXXXX, XX 00000
78	94 CHANTILLY	13000 XXX XXXX XXX XXX	XXXXXXXXX, XX 00000
79	95 GERMANTOWN	12000 XXXXXXXXXXX XXXX	XXXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
80	96 GOVANS	5600-00 XXXX XXXX	XXXXXXXXX, XX 00000
81	97 GARRISONVILLE	140 XXXXXXXXXXXXX XXXX	XXXXXXXX, XX 00000
82	98 ABERDEEN II	980 XXXXXX XXXX XXXX	XXXXXXXX, XX 00000
83	99 SECURITY BOULEVARD	1600 XXXXXXXXX XXXXX	XXXXXXXXX, XX 00000
84	100 XXXXX XXXXXXX &	000 XXXXXX, XX	XXXXXXXXXX, XX 00000
85	101 FOX CHAPEL	19000 XXX XXXXXXXXX XXXX	XXXXXXXXXX, XX 00000
86	102 XXXXX XXXXXX	12000 XXXXX XXXXXXX	XXXXX XXXX, XX 00000
87	103 DARENSTOWN	120000 XXXXXXXXXX XX	XXXXXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
88	104 LEESBURG	400 X XXXXXX XXXXX	XXXXXXXX, XX 00000
89	105 DRANESVILLE	46000 XXXXXXXXX XXXXX	XXXXXXXX, XX 00000
90	106 GOLDEN RING	8600 XXXXXXXXXXXX XXXX	XXXXXXXXX, XX 00000
91	107 LOCHRAVEN & JOPPA	1600 XXXX XXXXX XXXX	XXXXXX, XX 00000
92	108 WESTMINSTER	390 XXXXX XXXXXX XXXXXX	XXXXXXXXXXX, XX 00000
93	109 ASPEN HILL	14000 XXXXXXXXXXX XXX	XXXXXX XXXXXX, XX 00000
94	110 ROCKVILLE	800 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
95	111 VALLEY PARK	1500 XXXXX XXXXXXXXX	XXXXXXXXXX, XX 00000
96	112 GAINESVILLE	7400 XXXXXXXXXX XXX XX	XXXXXXXXXX, XX 00000
97	113 PRINCE XXXXXXXXX	170 XXXXXXXX XXXXXX XX	XXXXXX XXXXXXXXX, XX 00000
98	114 XXXXXX	9400 XXXXXXXXXXX XXXX	XXXXXX, XX 00000
99	115 CHANTILLY II	14000 XXXXXXXXXX XXX XX	XXXXXXXXX, XX 00000
100	116 POTOMAC XXXXX	14000 XXXXXX XXXXX	XXXXXXXXXX, XX 00000
101	117 XXXXXXX	2100 XXXXXXXXXXX XXXX	XXXXXXX, XX 00000
102	118 SALISBURY II	2700 X. XXXXXXXXX XXXX	XXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
103	119 CATONSVILLE	6600 XXXXXXXXX XXXXXXXX XXXX	XXXXXXXXXXX, XX 00000
104	120 TOWN CREEK	45000 XXXXXXX XXX	XXXXXXXXXX, XX 00000
105	121 FAIRLAKES	13000 XXXXXXXXX XXXX	XXXXXXX, XX 00000
106	122 WALDORF SOUTH	3000 XXXXX XXXXXXX	XXXXXXX, XX 00000
107	123 ELDERSBURG	6400 XXXXX XXXX	XXXXXXXXXX, XX 00000
108	124 THURMONT	300 XXXXXX XXXXX	XXXXXXXX, XX 00000
109	125 TAPPAHANNOCK	1400 XXXXXXXXXXXX XXXX	XXXXXXXXXXXX, XX 00000
110	126 SHARPSBURG	10000 XXXXXXXXXX XXXX	XXXXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
111	128 CALVERTON	11000 XXXXXXXXXX XXXXX	XXXXXXXXX, XX 00000
112	129 FALMOUTH	580 XXXXXXXXX XXXX	XXXXXXXX, XX 00000
113	130 JOPPATOWNE	1000 XXXXX XXXX XXXX	XXXXXXXXXX, XX 00000
114	131 LAUREL/198	3500 XXXXXXX XXXXX XXXX	XXXXXX, XX 00000
115	132 WHITE XXXXX	8200 XXXXX XXXX XXXXXXXXX	XXXXXXXXX, XX 00000
116	133 FLOWER HILL	18000 XXXXXXXXX XXXX	XXXXXXXXXXXX, XX 00000
117	134 EDGEWATER	100 XXXX XXXXXXX XXXXXX	XXXXXXXXX, XX 00000
118	135 HAMPSTEAD	4200 XXXXX XXXXX XXXXX	XXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
119	136 ELKTON	100 XXXXXXX XXXXXXX	XXXXXX, XX 00000
120	137 K STREET	1700 X XXXXXX, XX	XXXXXXXXXX, XX 00000
121	138 VIENNA	410 XXXX XXXXX XXXXXX	XXXXXX, XX 00000
122	139 PRINCE XXXXXXX	2400 XXXXXX XXXXXXX XXXX	XXXXXXXXXX, XX 00000
123	140 7 CORNERS	6300 XXXXX XXXXXXX	XXXXX XXXXXX, XX 00000
124	141 CASCADES	46000 XXXXXXX XXX XXXXX	XXXXXXXX, XX 00000
125	142 BRANCH AVENUE	3600 XXXXXX XXXXXX	XXXXXX XXXXX, XX 00000
126	143 MLK	900 XXXXXXXX XXXXXX	XXXXXXXXX, XX 00000

	Store Number and Name	Stxxxx Xxxxxxx	Xxxx, Xxxxx
000	000 XXXX VALLEY	11000 XXXX XXXX	XXXX XXXXXX, XX 00000
128	145 CAMP SPRINGS	6300 XXXXXXXXX	XXXX XXXXXXX, XX 00000
129	146 BOWIE	16000 XXXXXXX XXX	XXXXX, XX 00000
130	147 MERRIFIELD	3000 XXXXXXXXX XXXXX	XXXXXXXXXX, XX 00000
131	148 FAIRFAX CITY	9600 XXXX XXXXXX	XXXXXXX XXXX, XX 00000
132	149 MOUNTAIN ROAD	8000 XXXXX XXXXXX XXXX	XXXXXXXX, XX 00000
133	150 WASHINGTON	3600 XXXXXXXXXX XXXX	XXXXXXXXX, XX 00000
134	151 ELKRIDGE	7300 XXXXXXXXXX XXXX	XXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
135	152 NEW CARROLLTON	8300 XXXXXXXXX XXXX	XXX XXXXXXXXXX, XX 00000
136	153 BWI	1500 XXXX XXXXXXX XXXX	XXXXXXXXX, XX 00000
137	154 SAVAGE	8800 XXXXXX XXXX	XXXXXX, XX 00000
138	155 KENT ISLAND	120 XXXXXXX XXXXXXX XXXX	XXXXXXX, XX 00000
139	156 NORTHEAST	2500 X. XXXXXXX XXXXXXX	XXXXX XXXX, XX 00000
140	157 FRANKLIN BOULEVARD	11000 XXXXXXXXXXXX XXXX	XXXXXXXXXXXX, XX 00000
141	158 UPPER MARLBORO	15000 XXXXXXXX XXXXX	XXXXX XXXXXXXX, XX 00000
142	159 CHARLOTTE HALL	30000 XXXXXXXX XXXXX	XXXXXXXXX XXXX, XX 00000

	Store Number and Name	Stxxxx Xxxxxxx	Xxxx, Xxxxx
000	000 XXXXXXXXX XII	400 XXXXXX XXXXX	XXXXXXXXX, XX 00000
144	161 SEVERNA PARK	490 XXXXXXX XXXXXXX	XXXXXXX XXXX, XX 00000
145	162 MIDDLESEX	1300 XXXXXXX XXXXXXXXX	XXXXXXXXX, XX 00000
146	163 CENTRAL AVENUE	8700 XXXXXXX XXXXXX	XXXXXXX XXXXXXX, XX 00000
147	164 CLARKSVILLE	5800 XXXXXXXXXXX XXXXXX XX	XXXXXXXXXXX, XX 00000
148	165 ANNANDALE II	7500 XXXXXX XXXXX XXXXXXXX	XXXXXXXXX, XX 00000
149	166 HIGHLAND	6400 XXXXXXX XXXXXX	XXXXXXXXX, XX 00000
150	167 PARKRIDGE	10000 XXXXXXX XXXXX	XXXXXXXX, XX 00000

	Store Number and Name	Street Address	City, State
151	168 HAGERSTOWN	17000 XXXXXXX XXXX XXXX	XXXXXXXXXX, XX 00000
152	169 LEONARDTOWN	40000 XXXXXXXX XXXX	XXXXXXXXXXX, XX 00000
153	170 ROLLING ROAD	2300 XXXXXXX XXXX	XXXXXXXXX, XX 00000
154	172 ARUNDEL XXXXX	7000 XXXXXXX XXXXX XXXX	XXXXXXX, XX 00000
155	173 XXXXXXXXX XXXX	5000 XXXXXXXXX XXXX	XXXXXXXXX, XX 00000
156	174 XXXX CITY	4400 XXXXXXXX XXXXXXX XXX	XXXX XXXX, XX 00000

Due to reopen 9/1/02 - 10/1/02

EXHIBIT 2.1

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
1	42847	Spongebob toy	Elk	250	Formula Pricing
2	42848	Toy 2	Elk	250	Formula Pricing
3	42849	Toy 3	Elk	250	Formula Pricing
4	42850	Toy 4	Elk	250	Formula Pricing
5	10164	Diet Coke	Coke	5 gal	National Contract
6	10165	Sprite	Coke	5 gal	National Contract
7	10203	Coke Classic	Coke	5 gal	National Contract
8	16705	Mr. Pibb Extra	Coke	5 gal	National Contract
9	14780	MM Lemonade	Coke	5 gal	National Contract
10	16896	Hi-C Fruit Punch	Coke	5 gal	National Contract
11	13279	Barqs Root Beer	Coke	5 gal	National Contract
12	18314	MM Grape	Coke	2.5 gal	National Contract
13	3004	Ice Melt	Cargill	25 lb	yes
14	21041	Towel, White	Atl Xxxxx	150 count	yes
15	20209	Tea Urn Bags	Rapak	100 count	yes
16	20363	Bakery Tissue	Papercorn	10 M count	yes
17	20893	Grill Towel, Red	Xxxxxx	4 / 100 count	yes
18	21295	Brasso	Norchem	12 / 6 oz.	yes
19	21355	Glove Vinyl Small	Xxxxxx	10 / 100 count	yes
20	21356	Glove Vinyl Medium	Xxxxxx	10 / 100 count	yes
21	21357	Glove Vinyl Large	Xxxxxx	10 / 100 count	yes
22	21657	Thermal Paper	NCR	72 count	yes
23	21676	Gloves, Poly Xx	Xxxxxx	4 / 500 count	yes

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
24	21924	Alcohol Prep Pad	Nice-Pac	10 / 200 count	yes
25	23232	Tissue Toilet Jr. (O)	Xxxxxxxx	12 roll	yes
26	23818	Name Tags - Silver	Elk	25 each	yes
27	23824	Register Cassette - NCX	XXX	0 xach	yes
28	23825	Detail Tape 177D	NCR	10 / 12 count	yes
29	23827	Cassette Ribbon - Pax	XXX	0 xount	yes
30	23863	Scotch Brk Grdl Scrub	3M	3 / 4 count	yes
31	23865	Dish Detergent - WA	Norchem	5 gal	yes

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
32	23866	Cleaner All purpose	Norchem	5 gal	yes
33	23957	Antibacterial Soap	Norchem	12 count	yes
34	24205	Towel Roll Xxxxx	Norchem	12 each	yes
35	66106	Towelettes	Royal Paper	10 / 100 count	yes
36	24245	Poly Apron	Rofson Assoc.	10 / 100 count	yes
37	24259	Griddle Screen	3M	20 each	yes
38	24338	Toilet Tissue - Jumbo	Norchem	6 each	yes
39	24373	Sanitizer - Q Feet	Norchem	5 gal	yes

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
40	24374	Window Cleaner	Norchem	5 gal	yes
41	43225	Filter/Xxxxxxx Xxxxx	Dallas Group	30 count	yes
42	24595	Toilet Tissue	MDS	96 count	yes
43	24847	Scouring Pad	3M	60 count	yes
44	24848	Griddle Xxxxxx	3M	10 / 20	yes
45	25769	Film 15’ x 2000’	Anchor	each	yes
46	29766	Filter Xxxxx Xxxxx New	Dallas Group	60 count	yes
47	41651	Sanitizer Frosty	Xxxxx	200 / 2 Z	yes
48	42311	Pan Spray coating	Ventura Foods	6 each	yes

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
49	42616	Towel Blue	Atlantic Xxxxx	150	yes
50	42617	Can liner 43 x 48	Tyco Plastics	400	yes
51	42856	Degreaser HD	Norchem	4 / 1 gal	yes
52	42614	Tray liner salads	Xxxxxxxx Paper	2500
53	1252	Sausage Xxxxx	Xxxxx Dairy	10 lb
54	1312	Bic-8 Piece	Xxxxxx	38.5 lb
55	4199	Frosty	Cloverland	2/2.5 gal
56	4200	Xxxx - Jr	Moxxx	0 / 00 xx
00	0000	Xxxxx Xegetables	Hanover	16/2.3 lb

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
58	4206	Broccoli/Frozen	Hanover	12/2.5 lb
59	4207	Milk UHT 2%	Morningstar	24/8 oz
60	4218	CHZ 126 count	Xxxxxxxxx	8 / 5 lb
61	4219	CHZ 184 count	Xxxxxxxxx	8 / 5 lb
62	4220	CHZ Pot/Chilli - Shred	Shreiber	4 / 5 lb
63	4229	Meat / 4 oz	Xxxxx	40 lb
64	4252	Margarine/Liq	Lipton Food	2 / 17.5 lb
65	4325	Creamers/Half & Half	Morningstar	480 count
66	4648	Sour Cream PC’s	Darifare	300 count
67	4706	English Muffins	CPC Food	72 count
68	4769	Honey Mustard Sauce	International	4 / 48 oz

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
69	4982	Danish Assorted	Xxxx Xxx	24 count
70	5523	Country Crock	Lipton Food	432 / 14 gm
71	5570	Pancake Batter/Frozen	Van xx Xxxxx	12 count
72	6494	French Fries	Cavendish	6 / 0 xx
00	0000	Xxxxxxxxxx Xiscuits	Liqui-dri Bakery	6 / 20 count
74	6766	Biscuit So. Style	Pillsbury	216 count
75	7112	Eggs/Ext. Life	Xxxxxxx Foods	15 / 0 xx
00	0000	Xxxxxx Xuice	Ardmore	48 count
77	7125	Apple Juice	Ardmore	48 count
78	7864	Orange Juice	Minute Maid	40 / 10 oz

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
79	10422	Sanka - Individual	General Foods	5 / 100 count
80	10915	Mandarin Oranges	Mitsui Foods	6/10
81	11172	Tea Bags, Individual	Tetley	100 count
82	11322	Chili Seasoning PC’s	PPI	500 count
83	11326	Salt PC’s	Diamond	6000 count
84	11327	Pepper PC’s	Diamond	6000 count
85	11331	Chives	Hanover	6 / 1 oz
86	11334	Kidney Beans, Dr	Hanover	12 / #5
87	11343	Kidney Beans, Lt	Hanover	6 / #10
88	11346	Ketchup, PC’s	Heinz	1500 count
89	11347	Chili Base	Xxxx-Xxxxxx	6 / #10

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
90	11350	Chili Seasoning - Pkts	XxXxxxxxx	30 / 1.5 oz
91	11462	Coffee Pkts	S&D	128 / 2 oz
92	11664	Cheese Sauce Dry	TUF	24 / 15.5 oz
93	11812	Hot Sauce, 7 xx	Xxxxx	200 count
94	11823	Ketchup, Volpack	Heinz	1 / 3 gal
95	12014	Sauce, Sweet/Sour	Portion P&x	000 / 0 xx
00	00000	Xxx Xag Iced - priv. Estate	Tetley	96 / 1 oz
97	12402	Sauce, BBQ	Portion Pac	120 / 1 oz
98	12403	Sauce, Honey Mustard	Portion Pac	120 / 1 oz
99	31772	Sugar PC’s	Diamond	2000 count
100	12816	Jelly Assorted PC’s	Xxxxxxx	200 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
101	13341	Salt Shaker Disposable	Diamond Cry	48 each
102	13346	Pepper Shaker Disposable	Diamond Cry	48 each
103	13592	Betterwash-No msg	XxXxxxxxx	20 / 1.5 lb
104	13733	Lemon Juice PC’s	Portion Pac	200 count
105	14113	Sweet-n-Low	Sugar Foods	2 / 1250 count
106	14638	Tea Bags - Iced	Lipton Food	96 / 1 oz
107	14647	Breading - nsw	XxXxxxxxx	5 / 10 lb bags
108	16222	Hot Chocolate	Nestle	6 / 50 count
109	17619	Saltines	Kellogg	500 count
110	18194	Pickles	Degraffeneci	6 count pouch

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
111	18865	Candy, Milky Way	M&M Mars	24 / 13 oz
112	18908	Corn Oil Liquid	Caxxxx	00 xx
000	00000	Xx. Biggie FF Carton	Dopaco	10 / 50 count
114	20220	4 cup carrier	Tenneco	300 count
115	20481	Filter Shortening 10” ACS 1 / 50 count	Tenneco	300 count
116	20675	Bag #5 BIC	Duro	4 / 500 count
116	20676	Bag #8 BIC	Duro	4 / 500 count
117	21363	Bax, 00# Chicken	Duro	2 / 500 count
118	21555	Filters - 12 cup	Rockline Indus	1000 count
119	21810	Pancake Syrup	Xxxx-Xxxxxx	100 count
120	22062	Souffle Cup - 2 oz	Prairie	2500 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
121	22066	Souffle Lid - 2 oz	Prairie	2500 count
122	22099	Rapi - Kool Bag	Duro	500 count
123	23416	Stirrere, Plastic	Jet	10 / 1 M
124	23804	Trayliner Chicken	Xxxxxx	5000 count
125	23808	Hot cup 12 oz foam	Dart	20 / 25 count
126	23809	Hot cup 12 oz lid	Dart	10 / 100 count
127	23810	Hamburger Salt	Xxxxxxx Salt	12 each
128	23814	Bag - shopping	Duro	250 count
129	23817	NHRA	Elk	250 count
130	23832	Platter - Black SM	Tenneco	4 / 125 count
131	23833	Platter Lid - Sm	Tenneco	2 / 250 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
132	23834	FF Carton Xx	Xxxxxx	16 / 125 count
133	23859	Potato Casserole	Sweetheart	8 / 125 count
134	24345	Souffle Cup ¾ oz	Sweetheart	20 / 250 count
135	24353	Chicken Boat - 3 xx	Xxxxxx IN	2 / 250 count
136	24486	Freezer Bags	Com-pac	250 count
137	24608	Hot to Go Bag	Duro	250 count
138	24813	Salt Deicer Glacier Mall	Cargill Salt	50 lb
139	24900	Wax Wrap Sand	Wolf	5000 count
140	25565	Potato Casserole Lid	Sweetheart	6 / 105 count
141	25617	Fr. Fry Carton - Biggie	Dopaco	20 / 75 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
142	27140	Lid Oval Black	Tenneco	250 count
143	27141	Platter Black	Tenneco	500 count
144	29846	Cold cup, 6 oz	International Paper	20 / 75 count
145	29847	Cold cup, 12 oz	International Paper	15 / 100 count
146	29848	Cold cup, 16 oz	International Paper	20 / 55 count
147	29849	Cold cup, 20 oz	International Paper	24 / 40 count
148	28950	Cold cup, 32 oz	International Paper	12 / 40 count
149	28951	Cold cup lid, 6 oz	International Paper	12 / 125 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
150	29852	Cold cup lid, 12 oz	International Paper	8 / 145 count
151	29853	Cold cup lid, 16-20 oz	International Paper	12 / 125 count
152	29854	Cold cup lid, 32 oz	International Paper	9 / 120 count
153	29855	Chili Container, 12 oz	International Paper	20 / 25 count
154	29856	Chili Container, 16 oz	International Paper	10 / 25 count
155	29857	Chili Container Lid 12 oz	International Paper	10 / 75 count
156	29858	Chili Container Lid 16 oz	International Paper	10 / 60 count

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
157	29865	Spoon wrapped	Jet	1000 count
158	29866	Knife wrapped	Jet	1000 count
159	29880	Fork wrapped	Jet	1000 count
160	29881	Straw	Jet	16 / 500 count
161	29949	Croutons Seasoned	Xxxxxx	25 oz
162	30259	Tomatoes - bulk	Maryland Fresh	25 lb
163	30266	Lettuce Iceberg	Sunridge Farm	24 head
164	30270	Lettuce Romaine	Sunridge Farm	24 head

	Code #	Item Description	Item Brand	Case Pack	Ancillary Items
165	30276	Cucumbers	Pacific Collar	24 count
166	30322	Potatoes - 80 ct	Agrf-Fresh	50 lb
167	30679	Red sliced onions	Xxxxx Xxxx	5 / 1 #
168	31004	Sliced onions	Xxxxx Xxxx	2 / 5 lb
169	31609	Carton FF Med	Dopaco	1 M
170	31837	Chicken diced Wendy’s	Gold Xxxx	4 / 4 #
171	31972	Cup cold 20 oz late night	International Paper	24 / 40
172	32058	Carrots match stick	Grimmway Farms	2 / 5 lb
173	40771	Cup cold 32 oz late night	International Paper	12 / 40

		Code #		Item Description		Item Brand		Case Pack		Ancillary Items
174		40772		Bacon precooked 1800 ct		Sugardale		6 / 300 count

EXHIBIT 3.5

Customer Requested Inventory Procedures

Throughout the Term of this Agreement the parties understand that Company will implement pursuant to its marketing plan, or otherwise, certain limited time offers (“LTO”) that may involve food Products and/or premiums and/or other promotional items. Distributor shall utilize its best efforts to support any such LTO’s. By definition, an LTO is a promotional offer that is made available for a limited period of time (the “LTO Period”). Company in its discretion shall set all LTO Periods for promotions; Distributor will work with the Company to mutually agree upon method of distribution for LTO’s. Company and Distributor understand and acknowledge that following the expiration of LTO Periods certain promotional inventory associated with the LTO in question may remain unsold (“Excess Inventory”). Therefore, at the close of each calendar week during any LTO Period, Distributor shall provide Company with Distributor’s projections with respect to potential Excess Inventory. If following the end of the LTO Period and any Extensions (as defined below) there is Excess Inventory that can no longer be sold by Designating Restaurants, then Distributor and Company shall meet to discuss an appropriate resolution with respect to the cost of the Excess Inventory and payment with respect thereto.

In any event, the Company is committed to disposing of the respective Excess Inventory within thirty (30) days of the conclusion of the promotional period for the LTO. Disposition will be completed via: 1) Force-shipping the Excess Inventory to Restaurants at the Company’s discretion; 2) Donating the Excess Inventory to an entity at the Company’s discretion; or 3) Destroying and disposing of the Excess Inventory at Company’s discretion.

EXHIBIT 4.4

Approved Suppliers

EXHIBIT 5

PRICING

[*]

EXHIBIT 6.1

PRODUCT WITHDRAWALS/RECALLS

1. Distributor can be notified of a product withdrawal/recall by either Company or the supplier. The Distributor will coordinate the withdrawal of product from Restaurants.

When a withdrawal order is issued, the product or material will be identified by the:

a. Product/material name

b. Processor and brand

c. Production code or date

2. Upon receipt of the withdrawal notice, on Company or vendor letterhead, the Distributor will:

a. Call a meeting of the recall/withdrawal team members.

b. Immediately segregate and xxxx, with appropriate warning or instructions, all involved distributor stock to assure that none shall be delivered to Restaurants.

c. Assign a new item number to the Product that has been segregated.

d. Immediately alert personnel to segregate and marls all involved en-route stock.

e. Notify Company of the:

i. Number of cases Distributor has in its possession, and

ii. Number of cases sold to Restaurants or shipped to other parties approved to receive or purchase the affected item.

f. If the withdrawal involved Restaurant stock, the Distributor shall:

i. Generate a query indicating all Restaurant locations that have received the recalled/withdrawn product.

ii. Immediately begin notifying all Restaurants to which the involved product has been shipped, giving all pertinent information.

iii. Keep a list of Restaurants called, time called, and person receiving information.

iv. Promptly pick up stock involved and keep records of amount returned.

v. Replace stock promptly to minimize impact on restaurant operations.

g. When all necessary return or withdrawal actions have been completed, the Distributor shall:

i. Notify Company In writing and by telephone, verifying what actions have been taken or not taken.

ii. Give Company data on the amount of product/material recovered, as well as the total amount originally received and held in storage.

h. If the returned or withdrawn product/material was Company labeled, the distributor shall request disposition from Company. If the product/material is identified by some other brand name, disposition instructions shall be obtained from the processor.

i. in order to facilitate returns or withdrawals, distributor shall maintain a current list of:

i. Restaurants serviced and locations.

ii. Telephone numbers of restaurants.

iii. Names of managers and assistant managers.

The list shall be revised and updated to keep information current.

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DISTRIBUTOR SERVICE AGREEMENT

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