Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by an asterisk and has been filed separately with the Securities and Exchange Commission pursuant to Rule...

Exhibit 10.1

*** Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by an asterisk and has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. ***

[GRAPHIC]

SYSCO Corporation

Master Distribution

Agreement

For

Red Xxxxx Gourmet Burgers

Table of Contents


1.	Appointment of Distiributor		1

2.	Customer Service Provided by SYSCO		2

	2.1	Account Executive	2

	2.2	Item List	2

3.	Delivery Service Provided by SYSCO		2

4.	Information Services Provided by SYSCO		2

	4.1	Usage Reports	2

	4.2	Direct Order Entry	2

	4.3	Third Party Providers	3

5.	Pricing		3

	5.1	Definition of Cost	3

	5.2	Merchandising Services	3

	5.3	Sell Price	4

	5.4	Customer Contract Pricing	5

	5.5	Substitutions	5

	5.6	Adjustment in Margins for Unanticipated Problems	5

6.	Supplier Agreements – Administration and Handling		5

	6.1	Administration and Handling	5

	6.2	Equivalent SYSCO Branded Product	5

	6.3	Administrative Maintenance of Supplier Agreements	6

	6.4	Effectiveness of Additional Supplier Agreements	6

	6.5	Specifically Inventoried Proprietary Product – Effectiveness of Pricing Changes	6

7.	Price Verification		7

8.	Proprietary and Special Order Products		7

	8.1	Definition of Special Order Products	7

	8.2	Definition of Proprietary Products	7

	8.3	Stocking of Proprietary Products	8

	8.4	Proprietary Product and Special Order Products Requirements	8

	8.5	Customer Responsibility for Proprietary Products and Special Order Products	8


9.	Credit		9

	9.1	Net Terms	9

	9.2	Set Off	9

	9.3	Service Charge; Collection Fees	9

	9.4	Applications	10

	9.5	Financial Information	10

	9.6	Delivery Stoppage	10

	9.7	Indemnification Against Franchisee/GPO Member Exclusion	10

10.	Term		11

11.	Termination		11

12.	Arbitration and Waiver of Jury Trial Right		12

	12.1	Arbitration	12

	12.2	Waiver of Jury Trial Right	12

13.	Perishable Agricultural Commodities		12

14.	Miscellaneous		13

	14.1	Assignment	13

	14.2	Entire Agreement	13

	14.3	Amendments	13

	14.4	Notices	13

	14.5	Donations	13

MASTER DISTRIBUTION AGREEMENT

Master Distribution Agreement (this “Agreement”), dated April 20, 2004 between SYSCO CORPORATION for itself and on behalf of those of its operating subsidiaries and/or divisions listed in Schedule 1 (collectively, “SYSCO”) and Red Xxxxx Gourmet Burgers and each entity that owns or operates any of the establishments listed as Customer Locations on Schedule 1 (collectively, “Customer”).

Background

A. SYSCO performs regional and national marketing, freight management, consolidated warehousing, quality assurance and performance-based product marketing for suppliers of products to the foodservice distribution industry;

B. SYSCO performs purchasing, marketing, warehousing, quality assurance, product research and development, transportation and distribution services for foodservice customers directly and through its operating subsidiaries and divisions (collectively, “Operating Companies” and individually, “Operating Company”); and

C. Customer owns, operates, or is a franchiser of, and/or acts as a group purchasing organization for the establishments listed in Schedule 1 (the “Customer Locations”).

D. Customer desires to contract with SYSCO as its primary distributor for foodservice products (i.e., supplying 80% or more of such products) to all of its participating Customer Locations and SYSCO desires to perform these services.

E. This agreement applies exclusively to SYSCO and the above listed Customer, and the Customer Locations, all of which are owned, operated, or franchised by the Customer. In order to be governed by the terms of this Agreement, distribution services to entities that are not owned, operated, or franchised by Customer must he pursuant to the express written consent of SYSCO.

In consideration of the mutual obligations set forth below, the parties agree as follows:

1.	Appointment of Distributor

Customer appoints SYSCO to serve as its primary distributor to the Customer Locations of foodservice products within the product categories described in Schedule 2 (“Products”). By appointing SYSCO its “primary distributor” Customer agrees that each participating Customer Location will purchase not less than 80% of the dollar volume of such Customer Location’s purchase requirements of Products in each Product category.

Products will include SYSCO^® brand, national brand and other products stocked by SYSCO. SYSCO^® brand products include all products under trademarks or tradenames owned by SYSCO as well as products under trademarks available exclusively to SYSCO^® in foodservice distribution channels.

2.	Customer Service Provided by SYSCO

2.1 Account Executive - An account executive and/or a customer service representative will be assigned to service Customer’s account. The account executive and/or customer service representative will maintain contact with Customer Locations, on a mutually agreed basis, to review service requirements.

2.2 Item List - SYSCO, with assistance from Customer, will prepare order guides to be used by the Customer when placing orders.

3.	Delivery Service Provided by SYSCO

Each Operating Company will establish a delivery schedule for each Customer Location within its market area taking into consideration Customer needs and preferences and will use reasonable, good faith efforts to make on-time deliveries.

4.	Information Services Provided By SYSCO

4.1 Usage Reports - SYSCO can provide Customer usage data selected from SYSCO’s standard report or flat file options. Standard data is made available either on hard copy or electronically. The electronic options include EDI ANSI X.12, FTP Server, bulletin board, tape or diskette. Should it become necessary to develop customized reports in lieu of or in addition to the standard SYSCO reports, SYSCO will use reasonable efforts to provide such reports. Customer agrees to pay for any additional costs incurred by SYSCO for the development of any customized reports.

It is SYSCO’s practice to link multiple Customer units to one (1) National Identification Reference (National I.D) for reporting purposes. Individual units may only be linked to one National I.D. and information may be sent to only one (1) entity.

4.2 Direct Order Entry - If Customer desires electronic order entry, SYSCO will provide or an Internet order entry application utilizing a browser. This option will enable the Customer Locations to directly place orders electronically with the servicing Operating Company. Any participating Customer Locations must provide, at their own cost, compatible hardware, Internet and network connections in order to utilize the above software or browser application.

4.3 Third Party Providers – Upon the Customer’s written request, SYSCO will provide to an agent representing a Customer for the purpose of information analysis, order placement or processing, or supplier rebate application (a “Third Party Provider”) purchasing information that is normally made available to the Customer, subject to the below listed conditions: The information will only be made available in one of SYSCO’s standard electronic formats or utilizing EDI ANSI X.12 standards. All information sent by SYSCO to an authorized Third Party Provider is for the sole use of the Customer. Selling, utilizing, or disclosing such information to anyone other than the Customer is prohibited. Prior to providing any such information to any such Third Party Provider, SYSCO requires a Confidentially Agreement be in place with both the Customer and the Third Party Provider. In the event SYSCO incurs additional costs as a result of Third Party Provider requirements, such costs will be charged to either the Customer or the Third Party Provider.

5.	Pricing

5.1 Definition of Cost - The price to Customer for all Products sold under this Agreement (the “Sell Price”) will be calculated on the basis of Cost. Except for contract pricing noted in 5.4, “Cost” is defined as the cost of the Product as shown on the invoice to the delivering Operating Company, plus applicable freight. The invoice used to determine Cost will be the invoice issued to the delivering Operating Company by the supplier or by the merchandising services department or affiliate of SYSCO Corporation. Cost is not reduced by cash discounts for prompt payment available to SYSCO or the Operating Companies.

Applicable freight, in those cases where the invoice cost to the delivering Operating Company is not a delivered cost, means a reasonable freight charge to transport a Product from the Supplier (as defined below) to the Operating Company. Freight charges may include common or contract carrier charges imposed by the Product Supplier or a carrier, or charges billed by Alfmark, SYSCO’s freight management service. Applicable freight for any Product will not exceed the rate charged by nationally recognized carriers operating between the same points, for the same quantity of product, and the same type of freight service.

5.2 Merchandising Services - SYSCO and its affiliates performs value-added services for suppliers of SYSCO^® brand and other products over and above procurement activities typically provided. These value-added services include regional and national marketing, freight management, consolidated warehousing, distribution, quality assurance and performance-based product marketing. SYSCO and its affiliates may recover the costs of providing these services and may also be compensated for these services and considers this compensation to be earned income. Receipt of such cost recovery or earned income does not reduce Cost and does not diminish SYSCO’s commitment to provide competitive prices to its customers.

5.3 Sell Price

(a) Calculation of Sell Price - The Sell Price of each Product sold under this Agreement will equal the Cost of such Product divided by 100% minus the percentage margin on sell specified in Schedule 2 for such Product category, less allowances reflected on invoices to the delivering Operating Company which will be passed along as a reduction in the Sell Price.

For Example, a Product with a Cost of $25.00 per case, a margin on sell of 10% and a allowance on the face of the invoice of $.50 per case will have a Sell Price calculated as follows:


Calculate base price from margin	$25.00	=	$25.00	=	$27.78

	(100%-10%)		90%
Less allowance shown the invoice					(.50)

	Sell Price				$27.28

(b) Duration of Sell Price - Costs for all Products are recalculated with the following frequencies:

1) Time of sale pricing – price sensitive products with volatile fluctuations in pricing (e.g. produce and fresh seafood); priced at time of invoicing to the Customer;

2) Weekly pricing – commodity products which reflect declines and advances in Cost on a regular basis, as determined by SYSCO (e.g. most protein products) - will be in effect for seven consecutive days;

3) Monthly pricing fairly stable pricing for extended periods (e.g. most canned products) – will be in effect to coincide with Red Robin’s fiscal monthly calendar.

Variances can occur to the Customer’s invoiced price due to starting and ending dates of Supplier Agreements, as detailed in Section 5 hereof (and the timing of when “Cost” is determined).

1) Time of Sale Pricing – day of invoicing;

2) Weekly Pricing – Thursday p.m. of the prior week;

3) Monthly Pricing – 7 days prior to the start of Red Robin’s fiscal monthly calendar.

(d) Effective Date of Sell Price – Weekly pricing will be for 7 consecutive days to be determined by the Operating Company. Monthly pricing will coincide with Red Robin’s monthly fiscal calendar.

(c) Special Assessment Pass-Through – If, pursuant to local or state law, SYSCO is obligated to pay to applicable taxing authorities sales or use taxes, or any business opportunity taxes, levies, or assessments with respect to its sales of Products to Customer (collectively “Special Assessments”), SYSCO shall, to the extent legally permissible, be entitled to recoup from the Customer the amount of such Special Assessments, either through an increase in the margin on sell (or, if applicable, fee per case) or through a line item surcharge.

5.4 Customer Contract Pricing – In the event the Customer negotiates contract pricing directly with a Supplier, such contract cost with such Supplier will be used to calculate the Customer’s Sell Price, regardless of SYSCO’s Cost.

5.5 Substitutions - Should a substitution be necessary, the delivering Operating Company will ship a comparable product at a Sell Price calculated using the same methodology and margin percentage as on the original Product ordered.

5.6 Adjustment in Margins for Unanticipated Problems – If the operating costs of SYSCO or any particular Operating Company are increased as a direct result of a significant regional or national economic problem, excluding fuel cost increases, SYSCO may, with advanced written notice to the Customer, add a surcharge to the Customer’s invoice to compensate for such increased costs.

6.	Supplier Agreements

6.1 Administration and Handling. Customer will provide SYSCO with written evidence of the existence of any contractual agreements it has with any Supplier for the purchase of Products (“Supplier Agreements”), utilizing the SYSCO Supplier Detail Form (Schedule 3). Supplier Agreements include agreements for which the Supplier and Customer have agreed on off-invoice allowances for Customer (“Supplier Off-Invoice Allowances”) or the guaranteed cost Supplier will charge distributor for Product to be resold to Customer (“Supplier Guaranteed Distributor Cost”), both FOB Plant or Delivered to Operating Company. SYSCO will use the Supplier Guaranteed Distributor Cost (of which it has been notified appropriately) as the Cost of such Product when calculating its Sell Price, notwithstanding that the Cost of such Product to SYSCO otherwise varies. SYSCO will provide for a Supplier Off-Invoice Allowance for a Product by deducting such allowance value after the Sell Price of such Product is calculated in accordance with Section 5.3.

6.2 Equivalent SYSCO Branded Product. In the event Supplier is an authorized supplier of SYSCO branded Product which is the equivalent of any Products covered by a Supplier Agreement (the “Equivalent SYSCO Product”), SYSCO may provide such Equivalent

SYSCO Product to Customer under the terms of such Supplier Agreement provided that (i) Customer has approved SYSCO branded Product for purchase, (ii) Supplier agrees that such Supplier Agreement terms can be applied to the equivalent SYSCO branded Product; and (iii) such equivalent SYSCO branded Product is stocked by an Operating Company servicing any Customer Location, All information on SYSCO Branded products must include Manufacturer Product Code number and SUPC number.

6.3 Administrative Maintenance of Supplier Agreements. Customer agrees that SYSCO is not responsible for inaccuracies, errors or omissions made by Supplier in connection with the billing of the pricing and allowances under the Supplier Agreements and that Customer’s sole and exclusive remedy for any such inaccuracies, errors or omissions shall be directly with Supplier. (For example: If the terms and provisions of a New Supplier Agreement are received by January 20^th with direction to be effective as of February 1^st, the effective dates of such pricing allowances will be March 1^st and Customer will look only to Supplier to resolve any issues with respect to such pricing and/or allowances not being effective as of February 1^st.)

6.4 Effectiveness of Additional Supplier Agreements. For any Supplier Agreements which are either (i) not listed on Schedule 3 or (ii) the terms of which change from what is listed on Schedule 3 (“New Supplier Agreements”), SYSCO must be notified in writing no later than the tenth (10^th) day of any month for the pricing or allowances programs or modification to existing programs to be effective as of the first day of the following month. (Fur example: Written notification of a New Supplier Agreement received on January 20^th will not become effective until March 1^st.) Furthermore, in the event any documentation regarding the specifics of any New Supplier Agreement is incomplete, while SYSCO will make every reasonable effort to secure such necessary documentation to implement the terms and provisions of such New Supplier Agreement, if such additional documentation is not received by the tenth of any month, the effectiveness of the pricing and allowance terms thereof shall be delayed until the first day of the second month following receipt of such documentation.

6.5 Specifically Inventoried Proprietary Product – Effectiveness of Pricing Changes. For Proprietary Products which are specifically inventoried for Customer pursuant to the terms of a Supplier Agreement, Customer agrees that any changes in the Supplier Guaranteed Distributor Cost will not be effective until such time as SYSCO revalues its inventory of such Proprietary Product in accordance with its normal and customary inventory valuation procedures, unless Supplier allows SYSCO to xxxx back Supplier for such pricing and allowance modifications on its existing inventory at the time of such changes, in which event the pricing to Customer shall change upon the effective date of the New Supplier Agreement.

7.	Price Verification

Customer will be allowed one (1) annual price verification at each delivering Operating Company for purchases made under this Agreement. The price verification will consist of reviewing computer reports documenting SYSCO’s calculation of the Customer’s invoice price and verification of the participating SYSCO Operating Company’s delivered Cost. If requested, applicable Supplier invoices and accompanying freight invoices will also be made available. Price verification adjustments, if applicable, will be made utilizing the net of undercharges and overcharges to the Customer. The price verification process is subject to the following:

Customer must request a price verification in writing at least twenty (20) business days prior to the suggested date of the price verification. This request must identify the thirty (30) items to be price verified and the period covered;

The date and time of price verification must be to the mutual agreement of both parties;

The price verification will be made at the delivering Operating Company’s location,

Support for the price verification may not be removed from the delivering Operating Company location;

The period for which pricing is to be verified will not begin more than three (3) months prior to the date of the price verification, and will cover only one pricing period.

Due to the extensive time and complexity associated with price verification, SYSCO will not permit computer generated price matching or electronic audits by or on behalf of Customers or any Third Party Provider to be used in lieu of the above price verification procedure.

8.	Proprietary and Special Order Products

8.1 Definition of Special Order Products – Special Order Products are defined as products not inventoried by the SYSCO Operating Company whereby the Customer requests the Operating Company to purchase said products on the Customer’s behalf. Special order products are not brought into inventory as stocked products.

8.2 Definition of Proprietary Products – Proprietary Products are defined as products bearing the customers name or logo or products with a unique formulation which are restricted for sale to one Customer, or national branded products that would otherwise not be inventoried except for the requirements of the Customer. Products that are produced for SYSCO under the Sysco Brand will be considered Proprietary Products when the Customer designates the product must be procured from a specific supplier.

Due to the highly perishable nature of fresh produce, SYSCO will not honor proprietary status on any fresh produce item.

8.3 Stocking of Proprietary Products – Sysco operating companies will stock product deemed necessary by the Customer to conduct their business successfully. However, Customer completely understands that sufficient movement is required to stock proprietary items. Customer also agrees to take responsibility for depleting excess proprietary inventory as well as any proprietary items with no movement in a timely basis.

Sysco operating companies will stock 21 days of inventory on all proprietary items.

8.4 Proprietary Product and Special Order Products Requirements – Proprietary Products and Special Order Products for the Customer must meet the following requirements:

a) Suppliers of Proprietary Products and Special Order Products must provide SYSCO with a satisfactory indemnity agreement and sufficient insurance coverage;

b) Proprietary Products and Special Order Products must have a valid UPC number assigned and a scanable UPC bar code on each sellable unit;

c) SYSCO utilizes several third party warehouses throughout the nation for the purpose of efficiently redistributing products (“Redistribution Warehouses”). Any Products placed into the Redistribution Warehouses must be inventoried on a consigned basis; by either the Supplier or the Customer.

8.5 Customer Responsibility for Proprietary Products and Special Order Products

a) Hold Harmless – In the event any supplier of Proprietary Products or Special Order Products does not provide the required indemnity, Customer will defend, indemnify and hold harmless SYSCO and its employees, officers and directors from all actions, claims and proceedings, and any judgments, damages and expenses resulting therefrom, brought by any person or entity for injury, illness and/or death or for damage to property in either case arising out of the delivery, sale, resale, use or consumption of any such Proprietary Product or Special Order Product, except to the extent such claims are caused by the negligence of SYSCO, its agents or employees.

b) Minimal Movement Requirements – In the event SYSCO, at the request of the Customer, inventories Proprietary Products or Special Order Products (including without limitation, Products featured by Customer for a limited time period) at either any Operating Companies or at any Redistribution Warehouse, and there is no Product movement within 30 days of delivery to such location, Customer agrees to cause such Products to be repurchased and if desired, take possession of all such Product within 14 days following written notification from

SYSCO, 7 days, for Perishable Products. Products repurchased will he at SYSCO’s Cost plus a reasonable transfer and warehouse handling charge not to exceed 10% of the Products Cost. Payment terms for returned product will be the same as established in Section 9.1.

c) Food Safety and Ground Beef – Food safety is of paramount importance to SYSCO, Customer mid the ultimate consumer. To that end, SYSCO has developed a set of stringent standards for the production and packaging of ground beef (the “SYSCO Ground Beef Safety Standards”). In order to adequately protect SYSCO and Customer from potential food safety issues relating to the production and packaging of ground beef and the ultimate consumer, SYSCO shall not be obligated to utilize any Supplier of ground beef which does not meet the SYSCO Ground Beef Safety Standards, whether or not the ground beef supplied by such supplier has been designated by Customer as a Proprietary Product or Special Order Product.

d) Inventory Disposition – In the event of termination or expiration of this Agreement, Customer will purchase, or cause a third party to purchase, all remaining Proprietary Products and Special Order Products in SYSCO’s inventory at SYSCO’s Cost of such Proprietary Products or Special Order Products. In such an event, Customer will purchase or cause to he purchased all perishable Proprietary Products and Special Order Products within seven (7) days of the termination of this Agreement and all frozen and dry Proprietary Products and Special Order Products within fifteen (15) days of the termination of this Agreement, and Customer hereby guarantees payment for such Product purchased by a designated third party.

9.	Credit

9.1 Net Terms - Payment is due within 28 days from the date of the invoice.

SYSCO reserves the right to modify payment terms for Customer or any company or entity which purchases Products under this Agreement as a franchisee or member of a group purchasing organization, in SYSCO’s sole judgment, if any such entity’s financial condition materially deteriorates or SYSCO becomes aware of circumstances that may materially and adversely impact such entity’s ability to meet its financial obligations when due.

Franchisee Customers which are franchisees or members of group purchasing organizations will normally be offered the standard credit terms offered hereunder. However, at the sole discretion of the servicing SYSCO Operating Company and based on the credit worthiness of the individual Customer Location (or the entity which owns or operates such Customer Location), terms other than that stated in this Agreement may be applied.

9.2 Set Off – SYSCO’s rights of set off and recoupment are recognized by Customer and preserved in all respects.

9.3 Service Charge; Collection Fees - If invoices arc not paid when due, a service charge will be assessed to Customer, up to the maximum amount permitted by law. Unpaid

invoice balances and service charges due to SYSCO will be deducted from any credits due to Customer. Customer shall pay all costs and expenses (including reasonable attorney’s fees) SYSCO incurs in enforcing its rights under this Agreement including, without limitation, its right to payment for Product sold to Customer.

9.4 Applications - Customer (and each Customer franchisee and member of Customer’s group purchasing organization) will complete, execute and be approved by SYSCO a new account form before this Agreement becomes binding upon SYSCO.

9.5 Financial Information - The continuing creditworthiness of Customer is of central importance to SYSCO. In order to enable SYSCO to monitor Customer’s financial condition and if requested by SYSCO, Customer will supply quarterly and annual financial statements to SYSCO consisting of an income statement, balance sheet and statement of cash flow. SYSCO may request such further financial information from Customer from time to time, sufficient, in SYSCO’s judgment, to enable SYSCO to accurately assess Customer’s financial condition.

9.6 Delivery Stoppage - In the event Customer, or any company or entity which purchases Products under this Agreement as a Customer franchisee or a member of Customer’s group purchasing organization, fails to make payment when due, SYSCO or any participating Operating Company to which such payment is due may immediately cease shipment of any Products to Customer or other participating entity until the outstanding receivable balance is fully within terms.

9.7 Indemnification Against Franchisee/GPO Member Exclusion - If Customer is a franchisor and/or group purchasing organization (“GPO”) and permits distribution under this Agreement to franchisees and/or GPO Members of Customer, and if for any reason Customer (i) directs SYSCO to cease distribution or sales of proprietary items bearing trademarks or trade dress owned by Customer to one or more of such franchisees or GPO members, or (ii) prohibits such terminated franchisees or GPO Member from participating in the purchasing program detailed hereunder, Customer will defend, indemnify and hold SYSCO harmless from and against any and all losses, damages or claims by any terminated franchisees or GPO members which may arise from SYSCO ceasing further sales and/or availability of the purchasing program hereunder to such franchisees or GPO members under this Agreement.

10.

Term

The term of this Agreement will begin on July 1, 2004, and will end at 5:00 p.m. Houston time on June 30,2007.

11.

Termination

This Agreement may be terminated prior to its ending date for the following:

(a) By either party for failure of the other party to comply with any material provision of this Agreement within sixty (60) days of such party’s receipt of written notice describing said failure;

(b) By SYSCO immediately upon written notice to Customer if Customer’s financial position deteriorates materially, determined by SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in SYSCO’s sole judgment, materially impacts Customer’s ability to meet its financial obligation when due;

(c) By SYSCO with respect to any Customer franchisee or a member of Customer’s group purchasing organization, immediately upon written notice to such entity if its financial position deteriorates materially, determined by SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in SYSCO’s sole judgment, materially impacts such entity’s ability to meet its financial obligations when due;

(d) By SYSCO, if Customer (or any Customer franchisee or member of Customer’s group purchasing organization) fails to meet its stated operational representations set out in Schedule 4. The margin schedule submitted is based on the Customer’s operational representations concerning its service needs as stated in Schedule 2 including, but not limited to its anticipated purchase volumes, drop sizes, Product mix, location of Customer Locations, number of deliveries, information services/technology requirements, and number of Proprietary Products and Special Order Products as well as Customer’s compliance with the payment and other obligations specified in this Agreement. If SYSCO determines at any time or times after ninety (90) days from the date of this Agreement that Customer (or any Customer franchisee or member of Customer’s group purchasing organization) requires service which varies materially from the levels contemplated in Customer’s representations made to SYSCO in negotiating this Agreement, SYSCO reserves the right to request an increase on the margin specified. SYSCO shall give written notice to Customer (or any Customer franchisee or member of Customer’s group purchasing organization) of the proposed increase in the margin. If the parties are unable to agree on such an increase within 30 days after the date of the notice of such increase and Customer’s (or any Customer franchisee or member of Customer’s group purchasing organization) service requirements and/or contract compliance continues to vary from that contemplated or required by this Agreement, SYSCO may terminate this Agreement on

thirty (30) days written notice to Customer (or any Customer franchisee or member of Customer’s group purchasing organization).

Upon termination, Customer (or any Customer franchisee or member of Customer’s group purchasing organization) agrees to fully comply with all of its obligations under this Agreement, including, without limitation to pay all invoices at the earlier of 1) the time they are due or 2) two weeks from the date of the last shipment to a Customer Location.

12.

Arbitration and Waiver of Jury Trial Right

12.1 Arbitration - All actions, disputes, claims or controversy of any kind now existing or hereafter arising between the parties to this Agreement, including, but not limited to any action, dispute, claim or controversy arising out of this Agreement or the delivery by SYSCO of any Products to Customer (a “Dispute”) shall be resolved by binding arbitration in Houston, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and, to the maximum extent applicable, the Federal Arbitration Act. Arbitrations shall be conducted before one arbitrator mutually agreeable to Customer and SYSCO. If the parties cannot agree on an arbitrator within thirty (30) days after the request for an arbitration, then each party will select an arbitrator and the two arbitrators will select upon a third. judgment of any award rendered by an arbitrator may be entered in any court having jurisdiction. All fees of the arbitrator and other costs and expenses of the arbitration shall be paid by SYSCO and Customer equally unless otherwise awarded by the arbitrator; provided, however, that the non-prevailing party in an arbitration shall pay all reasonable attorneys’ fees and expenses incurred by the prevailing party in connection with the Dispute and the arbitration.

12.2 Waiver of Jury Trial Right - Customer affirmatively waives its right to jury trial with respect to any disputes, claims or controversies of any kind whatsoever; Customer having submitted to arbitration any of such disputes, claims or controversies as set out above.

13.

Perishable Agricultural Commodities

This Agreement may cover sales of “perishable agricultural commodities” as those terms arc defined by federal law. Generally, all fresh and frozen fruits and vegetables which have not been processed beyond cutting, combining, and/or steam blanching are considered perishable agricultural commodities as arc oil blanched french fried potato products. All perishable agricultural commodities sold under this Agreement are sold subject to the statutory trust authorized by Section 5(c) of the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. 499e(c)). The seller of these commodities retains a trust claim over these commodities and all inventories of food or other products derived from these commodities until full payment is received.

14.

Miscellaneous

14.1 Assignment - Neither party may assign this Agreement without the prior written consent of the other party provided that SYSCO may utilize its Operating Companies to perform as indicated in this Agreement. Subject to this limitation, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the parties.

14.2 Entire Agreement - The parties expressly acknowledge that this Agreement contains the entire agreement of the parties with respect to the relationship specified in this Agreement and supersedes any prior arrangements or understandings between the parties with respect to such relationship.

14.3 Amendments - This Agreement may only be amended by a written document signed by each of the parties.

14.4 Notices - Any written notice called for in this Agreement may be given by personal delivery, certified mail, overnight delivery service or confirmed facsimile transmission. Notices given by personal delivery will be effective on delivery; by overnight service on the next business day; by first class mail five business days after mailing; and by facsimile when an answer back confirming receipt by the recipient’s facsimile machine is received. The address of each party is set forth below.

14.5 Donations - Due to the extreme competitiveness of this contract, SYSCO will be unable to offer donations in either free goods, cash, or use of SYSCO owned equipment.

Executed as of the date set forth at the beginning of this Agreement.


		SYSCO CORPORATION

00000 X. Xxxxxxx Xxxx		By:	/s/ Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000			Xxxxxx Xxxxxx
Attention:	Xxxxxx Xxxxxx,		Regional Vice President, Multi Unit Sales
Regional V.P Multi-Unit Sales
Telephone:	(000) 000-0000	Its:	May 5, 2004
Facsimile:	(000) 000-0000

Copy to:

SYSCO Corporation
0000 Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention:	Operations Review
Telephone:	(000) 000-0000
Facsimile:	(000) 000-0000
		RED XXXXX GOURMET BURGERS

0000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx		By:	/s/ Xxx Xxxxxxx
Suite 200N			Xxx Xxxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000			Vice President of Purchasing
Attention:	Xxx Xxxxxxx
	V.P. of Purchasing	Its:
Telephone:	(000) 000-0000
Facsimile:	(000) 000-0000

MASTER DISTRIBUTION AGREEMENT

Schedule Index


Schedule 1		Operating Companies and Participating Customer Locations as of Contract Date

Schedule 2		Customer Margin Schedule

Schedule 3		SYSCO Supplier Detail Form

Schedule 4		Customer Representations

Schedule 5		Customer Incentive Programs

SCHEDULE 1

MASTER DISTRIBUTION AGREEMENT

Operating Companies and Participating Customer Locations

as of Contract Date

Red Xxxxx Gourmet Burgers 2004 Listing

Rest

Name

Address

City

ZIP

Telephone

FAX

OWNER

NEW REST.
OPENING

DATE

SYSCO Albany 00

Xxx Xxxxxxx Xxxx

Xxxxxxxx, XX 00000

(618) 877-3200

000

Xxxxxxxxxx

000 Xxxxxxxx Xxxxx Xxxxx

Xxxxxxxxxx

00000

Round Xxxxx

03/06/04

000

Xxxxxxx Xxxx

Swan Concepts

05/03/04

000

Xxxxxxxxxx

Xxxxxxx Xxx Xxxxxxxx

Xxxxxxxxxx

Deer Xxxxx

06/07/04

Xxxxxx

Swan Concepts

09/01/04

Enfield

Round Xxxxx

09/05/04

Distributor to be determined

SYSCO Albuquerque 66

000 Xxxxxxxx Xxxxxxxx

Xxxxxxxxxxx XX 00000

(505) 761-1200

000

Xxxxxxxxxx Xxxx

00000 Xxxxx Xxxx

Xxxxxxxxxxx

00000

505-899-2802

000-000-0000

Xxxx Xxxxx

225

Century Rio

0000 Xxxxxx Xxxx XX

Xxxxxxxxxxx

00000

505-345-9115

000-000-0000

Xxxx Xxxxx

SYSCO Arizona 49

000 Xxxxx 00xx Xxxxxx

Xxxxxxxx, XX 00000

(623) 936-9920

067

Prescott

0000 Xxxxxxx Xxxx

Xxxxxxxx

00000

928-445-4677

000-000-0000

Company

080

Arrowhead

00000 X00xx Xxxxxx

Xxxxxx

00000

623-334-4500

000-000-0000

Company

000

Xxxxxxxx Xxxxxxx

0000 Xxxxxxxx Xxxx

X Xxxxxxxx

00000

480-814-7766

000-000-0000

Company

115

Pima/Xxxx

0000 Xxxx Xxxx Xxxx

Xxxxxxxxxx

00000

480-861-7114

000-000-0000

Company

000

Xxxxxxx Xxx. Xx

0000 Xxxxx Xxxxxxx Xxxxx

Xxxx

00000

480-892-7526

000-000-0000

Company

301

Tucson

0000 X. Xxxxxx Xxxx

Xxxxxx

00000

520-292-0588

000-000-0000

Tucson Robinhood, Inc.

303

Tempe

0000 X. Xxxxxxx

Xxxxx

00000

602-740-9900

000-000-0000

Tucson Robinhood, Inc.

309

Lake Havasu

00 Xxxxxxx Xxxx

Xxxx Xxxxxx Xxxx

00000

520-855-8555

000-000-0000

Arizona Food Line, Inc.

125

Gateway Pavillions

00000 X XxXxxxxx Xxxx

Xxxxxxxx

00000

Company

03/08/04

000

Xxxxxxxxxx 101

0000 X Xxxx Xxxx # 0

Xxxxxxx

00000

480-513-4220

000-000-0000

Company

03/08/04

417

Supers lit on Springs

0000 X Xxxxxxxxxxxx Xxxxxxx Xxxx

Xxxxxxxxxxxx Xxxxxxx

00000

Company

07/12/04

SYSCO Baraboo 18

000 Xxxxx Xxxxxxxxx

Xxxxxxx, XX 00000-0000

(000) 000-0000

396

Moncha

0000 Xxxxxx Xxxx

Xxxxxx

53716

608-223-1390

000-000-0000

Xxxx Xxxxxx Xxxxxx

000

Xxxxxxxx

X000 Xxxxxxxxxxx

Xxxxxxxx

54915

920-733-8750

000-000-0000

Dane County Robins

630

Eagan

0000 Xxxx Xxxxxx Xx

Xxxxx

00000

651-365-8600

000-000-0000

Dane County Robins

631

Apple Valley

00000 Xxxxx Xxx

Xxxxx Xxxxxx

00000

952-997-8250

000-000-0000

Dane County Robins

640

Plymouth

0000 Xxxxxx Xxxxx

Xxxxxxxx

00000

763-559-7576

Dane County Robins

398

Janesville

0000 Xxxxx Xxxx

Xxxxxxxxxx

00000

Dane County Robins

03/15/04

Shoreview

Dane County Robins

08/23/04

Green Bay

Dane County Robins

09/15/04

East Towne

Madison

Dane County Robins

09/27/04

SYSCO Central CA &

000 Xxxxxxxx Xxxx

Xxxxxxx, XX 00000

(209) 527-7700

Creekside Tn Ctr

0000 Xxxxxxxx, Xxxxx # 000

Xxxxxxxxx

00000

916-780-1798

000-000-0000

Company

Redding

0000 Xxxx Xxxxx

Xxxxxxx

00000

530-222-5999

000-000-0000

Company

Yuba City

0000 Xxxxxx Xxx

Xxxx Xxxx

00000

530-751-1012

000-000-0000

Company

Folsum

0000 Xxxxx Xxxxxx

Xxxxxx

00000

916-983-1773

000-000-0000

Company

Citrus Heights

0000 Xxxxxxxxx Xxxx, Xxxx X

Xxxxxx Xxxxxxx

00000

916-726-7792

000-000-0000

Company

000

Xxxxxx Xxxx

0000 Xxxxxx Xxxx, Xxxxx 0000-X

Xxxxxxxxx

00000

707-429-_000

000-000-0000

Company

000

Xxx Xxxx Xxxx

0000 Xxx Xxxx Xxxx

Xxxxxx

00000

510-791-2844

000-000-0000

Company

000

Xxx Xxxxxx Xxxx

000-X Xxx Xxxxxx Xxxx

Xxxxxxx

00000

510-571-9315

000-000-0000

Company

000

Xxx Xxxxx

0000 Xx Xxxxxx Xxxx

Xxx Xxxxx

00000

415-588-4500

000-000-0000

Company

000

Xxxxxxxxx

000 Xxxxxxxxx Xxxx X-00

Xxx Xxxx

00000

406-223-1000

000-000-0000

Company

000

Xxxxxxxxxx

0000 Xxxxxxxx Xxxxx

Xxxxxxxxxx

00000

925-225-1755

000-000-0000

Company

000

Xxx Xxxxx

0000 Xxxxxxxxxxxx Xxxx

Xxx Xxxxx

00000

650-571-5500

000-000-0000

Company

000

Xxxxx Xxxxx

0000 Xxxxxxxxx Xxxxx

Xxxxx Xxxxx

00000

406-855-0630

Company

000

Xxxxxxxx

Xxxxxxxxxx 0 & 000

Xxxxxxxx

00000

209-935-2096

000-000-0000

Top Xxxxx Ventures, Inc.

000

Xxxxxx

000 Xxxx Xxx

Xxxxxx

00000

559-299-4500

000-000-0000

Top Xxxxx Ventures, Inc.

000

Xxxxxxxxxx Xxxxxx

0000 X. Xxxxxxx # 000

Xxxxxx

00000

209-222-4500

000-000-0000

Top Xxxxx Ventures, Inc.

244

Bakersfield

0000 Xxxx Xxx #X00

Xxxxxxxxxxx

00000

805-398-9794

000-000-0000

Top Xxxxx Ventures, Inc.

245

Visalia

0000 X. Xxxxxx Xxxx #000

Xxxxxxx

00000

209-740-4060

000-000-0000

Top Xxxxx Ventures, Inc.

401

Reno

0000 Xxxxxxx Xxxx

Xxxx

00000

702-825-7246

000-000-0000

Xxxx Xxxxx

000

Xxxxxxxxx Xxxx

0000 Xxxxxx Xxxxxxxxxx Xxx

Xxxxxx

00000

559-436-4200

Top Xxxxx Ventures, Inc.

396

Turlock

0000 Xxxxx Xxxxx Xxxxx

Xxxxxxx

00000

Company

06/21/04

Page 1

Red Xxxxx Gourmet Burgers 2004 Listing

Rest

Name

Address

City

ZIP

Telephone

FAX

OWNER

NEW
REST.
OPENING

DATE

SYSCO Charlotte 84

0000 Xxxxxxxxx Xxxxx X.X.

Xxxxxxx, XX 00000

(704) 786-4500

124

Wilmington

000 Xxxxxxxxxxxxx Xxxxx

Xxxxxxxxxx

00000

910-256-2677

000-000-0000

Company

03/22/04

000

Xxxxxxxxx Xxxxx

0000 Xxxxxxxxx Xxxxxxxxx

Xxxxxxx

00000

Company

08/02/04

SYSCO Chicago 24

000 Xxxxxxxx Xxxxx

Xxx Xxxxxxx, XX 00000-0000

(000) 000-0000

000

Xxxxxxxxx Xxxx

000 X Xxxxxxxxx Xxxx

Xxxxxxxxxx

00000

847-517-4478

000-000-0000

Xxxx Xxxxx LLC

226

Cantera

00000 Xxxxx Xxxx

Xxxxxxxxxxx

00000

630-636-6870

000-000-0000

Xxxx Xxxxx LLC

228

Wheaton

00 Xxxx Xxxxxx

Xxxxxxx

00000

630-784-9055

630-784-)057

Xxxx Xxxxx LLC

344

Linconshire

000 Xxxxxxx Xxxxx

Xxxxxxxxxxx

00000

847-520-4747

000-000-0000

Xxxx Xxxxx LLC

218

Algonquin

000 X Xxxxxxx Xxxx

Xxxxxxxxx

00000

847-458-6655

000-000-0000

Xxxx Xxxxx LLC

648

Schereville

0000 Xxxxxx Xxxxx

Xxxxxxxxxxx

00000

Red’s Nest, Inc.

02/23/04

SYSCO Cleveland 15

00000 Xxxxxx Xxxx

Xxxxxxx Xxxxxxx, XX 00000

(216) 587-1275

000

Xxxxxx Xxxxxx

0000 Xxxxx Xxxxxxxx

Xxxxxxxx

00000

614-475-5200

000-000-0000

Company

000

Xxxxx Xxxxxxxx

0000 Xxxxx Xxxxxxxx Xxxx

Xxxxx Xxxxxxxx

00000

216-734-6070

000-000-0000

Company

604

Wilougby

00000 Xxxxxx Xxxxxx

Xxxxxxxx

00000

440-502-9766

000-000-0000

Company

000

Xxxxxx

0000 Xxxxx Xxxxxx XX

Xxxxxx

00000

330-305-1080

000-000-0000

Company

000

Xxxxxxxxx

0000 Xxxx Xxxxx Xxxxx

Xx. Xxxxx

00000

219-484-9883

000-000-0000

Company

Xxxxxxx

00 Xxxxxx Xxxx Xx

Xxxxxxx

00000

513-965-0500

000-000-0000

Company

Avon

00000 Xxxxxxx Xxxx

Xxxx

00000

440-937-0260

000-000-0000

Company

000

Xxxxxxxxxxx

0000 Xxxxx Xxxxxx Xxxx

Xxxxxxxxxxx

00000

513-759-6532

000-000-0000

Company

000

Xxxxxx Xxxxx

0000 Xxxxxxxxx Xxxxxxx

Xxxxxx Xxxxx

00000

937-320-9800

000-000-0000

Company

03/15/04

234

Rome

0000 Xxxxxxx Xxxx Xxxx

Xxxx/Xxxxxxx

00000

Company

07/05/04

199

Chargrin Highlands

0000 Xxxxxx Xxxxx

Xxxxxx Xxxxxxx

00000

Company

09/20/04

Nobel/SYSCO Denver 59

0000 Xxxx 00xx Xxxxxx

Xxxxxx, XX 00000

(303) 458-4000

Broadmoor

0000 Xxxxxxxxx Xx

Xxxxxxxx Xxxxxxx

00000

719-447-8810

000-000-0000

Company

Flatirons

0 Xxxx Xxxxxxxxx Xxxxxx #000

Xxxxxxxxxx

00000

303-464-0451

000-000-0000

Company

Xxxxx Xxxxx

0000 Xxxxx Xxxxx Xxxx

Xxxxxx

00000

303-840-1200

000-000-0000

Company

000

Xxxxxxxx

0000 X Xxxxxxxxx #0

Xxxxxxxx

00000

303-989-8448

000-000-0000

Company

204

Arvada

0000 X. 00xx Xxx

Xxxxxx

00000

303-431-6330

000-000-0000

Company

205

Citadel

0000 Xxxxxxx Xxxxx X.

Xxxxxxxx Xxxxxxx

00000

719-597-2473

000-000-0000

Company

206

Arapahoe

0000 X. Xxxxxxxx Xxxx

Xxxxxxxxx

00000

303-771-3350

000-000-0000

Company

000

Xxxxxx Xxxxx

0000 Xxxxxxxx Xxxxx

Xxxxxxxx Xxxxxxx

00000

719-597-2473

000-000-0000

Company

000

Xxxxxx

0000 Xxxxx Xxxxxx

Xxxxxx

00000

303-671-7055

000-000-0000

Company

000

Xxxx Xxxxxxx

000 X. Xxxxxxx Xxxx

Xxxx Xxxxxxx

00000

970-223-0111

000-000-0000

Company

210

Xxxxxx

0000 Xxxx Xxxx Xxxxx

Xxxxxxxxx

00000

303-904-2055

000-000-0000

Company

211

Highlands

00 Xxxx Xxxxxxxxxx Xxxx

Xxxxxxxxx Xxxxx

00000

303-470-7480

000-000-0000

Company

000

Xxxx Xxxxxxx

0000 Xx. Xxxx Xxxxxxx Xx.

Xxxxxxxxx

00000

303-792-7373

000-000-0000

Company

000

Xxxxxxx

0000 Xxxxxxxx Xxx

Xxxxxxx

00000

303-442-0320

000-000-0000

Company

Powers

0000 Xxxxxxxxxxx Xxxxxx

Xxxxxxxx Xxxxxxx

00000

719-622-8157

000-000-0000

Company

000

Xxxxx Xxxxxxxx

0000 Xxxxxxx Xxxxxx

Xxxxx Xxxxxxxx

00000

970-242-4101

Company

Castle Rock

00 X Xxxxx Xxxxxx

Xxxxxx Xxxx

00000

303-686-7676

000-000-0000

Company

Longmont

0000 Xxxxxx Xxxxx Xxxxx

Xxxxxxxx

00000

720-652-9229

000-000-0000

Company

03/08/04

219

Greeley

0000 Xxxxxxxxxxx Xxxxx

Xxxxxxx

00000

Company

04/05/04

SYSCO Idaho 40

5710 Pan Am Xxxxxx

Xxxxx, XX 00000

(208) 345-9500

000

Xxxx Xxxxxx

000 X. Xxxxxxxxxx Xxxx

Xxxxx

00000

208-344-7472

000-000-0000

Xxxx Xxxxx

000

Xxxxxxxx

000 X. Xxxxxxxxx

Xxxxx

00000

208-323-0023

000-000-0000

Xxxx Xxxxx

221

Nampa

0000 Xxxxxx Xx

Xxxxx

00000

208-463-8300

000-000-0000

Xxxx Xxxxx

SVSCO Xxxxxxxx 10

00000 Xxxxxx Xxxx

Xxxxxxxx, XX 00000-0000

(000) 000-0000

Dulles

00000 Xxxxxx Xxxx Xxxxxx

Xxxxxxxx

00000

703-421-0038

000-000-0000

Company

Annapolis

0000 Xxxxxxxxx Xxxx #000

Xxxxxxxxx

00000

410-573-1155

000-000-0000

Company

Xxxx Xxxxxx

000 Xxxxxxx Xxx. X000

Xxxxxxxxxxxx

00000

240-631-8777

000-000-0000

Company

Columbia Crossing

0000 Xxxxxxx Xxxxx Xxxx

Xxxxxxxx

00000

410-312-0214

000-000-0000

Company

103

Fairlakes

00000 Xxxx Xxxxx Xxxx Xxx

Xxxxxxx

00000

703-502-0334

000-000-0000

Company

Page 2

Red Xxxxx Gourmet Burgers 2004 Listing

Rest

Name

Address

City

ZIP

Telephone

FAX

OWNER

NEW
REST.
OPENING

DATE

Xxxxxxxx Cont.

000

Xxxxxx Xxxxxx

000 Xxxxxxxxxx Xxxx

Xxxxxxxx

00000

215-752-1000

000-000-0000

Company

000

Xxxxxxx Xxxxx

00000 Xxxxx Xxxxxx

Xxxxxxxxxx

00000

703-492-6900

000-000-0000

Company

000

Xxxxxx Xxxxx

0 Xxxxxxxxxx Xxxx Xxxxx

Xxxxxx Xxxxx

00000

443-394-0993

000-000-0000

Company

153

Xxxx Xxxxx

00000 Xxxxx Xx

Xxxx Xxxxx

00000

804-261-2222

000-000-0000

Company

000

Xxxxxxxxxx

0000 Xxxxxxx Xxxx

Xxxxxxxxxx

00000

301-528-0085

000-000-0000

Company

000

Xxxxxxxxxxxxxxx

0000 Xxx Xx Xxxx

Xxxxxxxxxxxxxxx

00000

804-365-9523

000-000-0000

Company

099

Short Pump

00000 X Xxxxx Xxxxxx

Xxxxxxxx

00000

804-364-6375

Company

370

Clifton

000 Xxxxx 0

Xxxxxxx

00000

UBA Enterprises

000

Xxxxxx Xxxxx

0000 Xxxxxxx Xxxxxxx

Xxxxxx

00000

Colby Enterprises

000

Xxxxxxxx Xxxxxx Xxxxx

Xxxxxxx

Colby Enterprises

09/20/04

Xxxxxxxx

Colby Enterprises

19/09/04

428

Chesapeake

Xxxxxxxxxx Xxxxxx Xxxx Xxxx

Xxxxxxxxxx

00000

Company

07/19/04

360

Chantilly

00000 Xxxxxxxxx Xxxxxxxx Xxxx

Xxxxxxxxx

00000

Company

07/26/04

000

Xxx Xxxxx Xxxxxxx

Xxx Xxxxx
Xxxxxx

Company

06/23/04

000

Xxxxxxx

00000 Xxxxx Xxxx

Xxxxxxx

Company

08/30/04

Towson

Company

09/06/04

SYSCO Las Vegas 17

0000 X Xxxxxxxxxx Xxxx

Xxx Xxxxx, XX 00000

(_23) _3_-992_

148

Sahara

0000 X Xxxxxxx Xxxx

Xxx Xxxxx

00000

000-000-0000

Company

152

Sunset Galleria

0000 X Xxxxxx Xx #0000

Xxxxxxxxx

00000

702-547-1777

000-000-0000

Company

094

Centaria Xxx

0000 X Xxxxxxxx Xxxxxxx

Xxx Xxxxx

00000

702-556-0095

000-000-0000

Company

SYSCO Los Angeles 45

00000 X. Xxxxxxx Xxxx

Xxxxxx, XX 00000

(909) 595-9595

Santa Xxx

0000 X. Xxxxxxxxx

Xxxxx Xxx

00000

714-132-1111

000-000-0000

Company

Galleria

0000 Xxxxxxxx Xxxx

Xxxxxxx
Xxxxx

00000

310-542-2483

000-000-0000

Company

Xxxxxxxx

000 Xxxxxxxx

Xxx Xxxxxxxx

00000

562-402-7333

000-000-0000

Company

Orange

0000 Xxxx Xxxxxxx Xxx Xxxxx 000

Xxxxxx

00000

714-974-9888

000-000-0000

Company

San Dimas

000 X. Xxxxx Xxxxxxx

Xxx Xxxxx

00000

909-592-7009

000-000-0000

Company

Brea

0000 Xxxx Xxxx

Xxxx

00000

714-529-6766

000-000-0000

Company

Tustin

0000 Xx Xxxxxx Xxxx

Xxxxxx

00000

714-544-2060

000-000-0000

Company

Xx Xxxxx

0000 X. Xxxxxxxx Xxx

Xx Xxxxx

00000

582-694-1685

000-000-0000

Company

Xxxxxxx

00000 Xxxxx Xxxx

Xxxxxxx

00000

714-373-8567

000-000-0000

Company

Irvine Spectrum

00 Xxxxxxx Xxxxx #000

Xxxxxx

00000

949-727-0113

000-000-0000

Company

Victorville

12409 Mariposa

Xxxxxxxxxxx

00000

760-955-6555

000-000-0000

Company

Xxxxxx

000 XxXxxxxx Xxxxxx

Xxxxxx

00000

909-737-1130

000-000-0000

Company

000

Xxxxxx Xxxxx

00000 Xxxxxx Xxxx

Xxxxxx

00000

909-737-1130

000-000-0000

Company

000

Xxxx Xxxxxx

000 Xxxxx Xxxxx

Xxxx Xxxxxx

00000

626-814-3318

000-000-0000

Company

Chino

0000 Xxxxx Xxx

Xxxxx

00000

909-591-7909

000-000-0000

Company

Fashion Island

000 Xxxxxxx Xxxxxx Xx

Xxxxxxx
Xxxxx

00000

949-759-0227

000-000-0000

Company

420

La Mirada

00000 Xxxxxxxxx Xxxx.

Xx Xxxxxx

00000

714-738-8500

000-000-0000

La Mirada Restaurant Group

Rancho Cucamonga

Rancho
Cucamonga

Company

09/20/04

Brentwood

Company

11/08/04

SYSCO Pegler 81

0000 Xxxxxx Xxxx Xxxx

Xxxxxxx, XX 00000

(402) 423-1031

Grayhawk

00000 X. Xxxxx Xxxx

Xxxxx

00000

402-493-6223

000-000-0000

Company

Xxxxxxx Xxxxxxx

0000 X. 000xx Xxxxxx

Xxxxxxx
Xxxxxxx

00000

402-330-0600

000-000-0000

Company

000

Xxxxx Xxxxx

0000 Xxxx Xxxx Xxxx

Xxxxxxx

00000

402-421-8600

000-000-0000

Company

SYSCO OK 28

000 Xxxx Xxxxxxx Xxxx

Xxxxxx, XX 00000

(405) 717-2700

Riverside

0000 X. Xxxxxxxx Xxxxxx

Xxxxx

00000

Company

000

Xxxxxx Xxxxx

00000

918-254-4756

000-000-0000

Company

392

Fayetteville

000 Xxxx Xxx Xxxxx Xxxxx

Xxxxxxxxxxxx

00000

Company

06/21/04

Rogers

09/06/04

Page 3

Red Xxxxx Gourmet Burgers 2004 Listing

Rest

Name

Address

City

ZIP

Telephone

FAX

OWNER

NEW REST.
OPENING

DATE

SYSCO Portland 52

00000 XX Xxxx Xxxxxx Xxxxx

Xxxxxxxxxxx XX 00000

(503) 682-8700

University

0000 Xxxxxxx Xxx Xxxx

Xxxxxxx

00000

206-323-0918

000-000-0000

Company

Xxxxxxxxx

00 Xxxxxxxxx Xxxx # 000

Xxxxxxx

00000

206-365-0933

000-000-0000

Company

Xxxxxxxxx

00000 00xx Xxx

Xxxxxxxx

00000

425-771-6492

000-000-0000

Company

Redmond/Overlake

0000 000xx Xxx XX

Xxxxxxx

00000

425-641-3810

000-000-0000

Company

Wehatche

0000 X Xxxxxx Xxxxxx

Xxxxxxxx

00000

509-662-0110

000-000-0000

Company

Beaverton

0000 XX 000xx Xxx X

Xxxxxxxxx

00000

503-841-3784

000-000-0000

Company

Clackamas

00000 XX 00xx Xx

Xxxxxxxxx

00000

503-659-1048

000-000-0000

Company

Everett

0000 XX Xxxxxxx Xxxx Xxx

Xxxxxxx

00000

425-355-7330

000-000-0000

Company

Salem

0000 Xxxxxx Xx XX

Xxxxx

00000

503-362-9666

000-000-0000

Company

Eugene

0000 Xxxxxxxxx Xxxxxxx

Xxxxxx

00000

541-484-9518

000-000-0000

Company

Spokane

0000 X Xxxxxxx Xxx

Xxxxxxx

00000

509-457-3382

000-000-0000

Company

Tigard

00000 XX Xxxxxxxxxx Xx Xx

Xxxxxx

00000

503-624-3955

000-000-0000

Company

Hillsboro

0000 XX Xxxxxxxx Xxxxxx

Xxxxxxxxx

00000

503-648-1515

503-_81-0349

Company

Bellevue

00000 XX 0xx Xxxxxx

Xxxxxxxx

00000

425-453-9522

000-000-0000

Company

Tanasbourne

0000 XX 000xx Xxx

Xxxxxxxxx

00000

503-690-9061

000-000-0000

Company

Xxxxx Center

0000 XX Xxxxx Xxxxxx

Xxxxxxxx

00000

503-231-9223

000-000-0000

Company

000

Xxxx 00

0000 Xxxxxxx Xxx

Xxxxxxx

00000

206-623-1942

000-000-0000

Company

108

Issaquah

0000 Xxxx Xxxxx

Xxxxxxxx

00000

425-313-0950

000-000-0000

Company

000

Xxxxxxxxxxx

00000 Xxxxxx Xxx XX

Xxxxxxxxxxx

00000

425-488-6300

000-000-0000

Company

000

Xxxxxxx XX

0000 000xx Xxx XX

Xxxxxxx

00000

000-000-0000

Company

000

Xxxxxxx Xxxxxx

00000 X.Xxxxxxx Xxx.

Xxxxxxx

00000

509-921-1634

000-000-0000

Company

142

Wilsonville

0000 Xxxx Xxxxxx

Xxxxxxxxxxx

00000

503-682-0175

000-000-0000

Company

000

Xxxx 000

0000 XX Xxxxxxxxxx Xxxxxx

Xxxxxxxx

00000

503-257-2900

000-000-0000

Company

147

Factoria

0000 Xxxxxxxx Xxxx XX

Xxxxxxxx

00000

425-641-3989

000-000-0000

Company

000

Xxxxxxx

000 X Xxxx

Xxxxxxx

00000

509-838-5260

509-838-5125

Company

230

Yakima

0000 X. Xxx Xxxx Xxxx

Xxxxxx

00000

509-575-1575

000-000-0000

Company

231

Kennewick

0000 X Xxxxxxxx Xxx Xxxx

Xxxxxxxxx

00000

509-736-6008

000-000-0000

Company

000

Xxxxxxx

000 XX Xxxxxxxx Xxxxxx

Xxxxxxx

00000

503-665-3423

000-000-0000

Company

SYSCO San Antonio 13

0000 XX 00

Xxx Xxxxxxx, XX 00000-0000

(000) 000-0000

114

Grapevine

0000 Xxxxxxx X. Xxxx Xxx

Xxxxxxxxx

00000

617-481-6335

000-000-0000

2RT, LC

000

Xxxxx

0000 X Xxxx Xxxx Xxxx

Xxxxx

00000

617-590-0696

000-000-0000

2RT, LC

504

Houston

0000 Xxxx Xxxxxxx #000

Xxxxxxx

00000

713-476-4096

000-000-0000

2RT, LC

302

Forum

0000 Xxxxx Xxxxxxx

Xxxxx

00000

210-659-9229

000-000-0000

Centex

000

Xxxx Xxxxx

00000 Xxxxxxxx Xxxxxx

Xxxxxxx

00000

713-564-5802

2RT, LC

000

Xxxxx Xxxx

000 X Xxx 00

Xxxxx Xxxx

00000

494-272-3636

Xxxxxx

000

Xxxxx

000 X Xxxxxxx Xxxx

Xxxxx

00000

Restaurant Xxxxx

03/22/04

000

Xxxxxxxxxx

Xxx Xxxxxxx

Centex

04/26/04

Sunset Valley

Austin

Centex

06/15/04

X Xxxxxxx

N Garland

Xxxxxx

07/19/04

McAllen

Xxxxxx

09/20/04

SYSCO San Diego 36

00000 Xxxxxxx Xxxx

Xxxxx, XX 00000

(858) 513-7300

Encinitas

000 Xxxxx Xx Xxxxxx Xxxx

Xxxxxxxxx

00000

760-436-4488

000-000-0000

Company

Escondido

000 Xxxx Xxx Xxxxxx Xxx

Xxxxxxxxx

00000

760-747-7112

000-000-0000

Company

San Diego

0000 Xx Xxxxx Xxxxxxx Xxxxx X00

Xxx Xxxxx

00000

858-202-1651

000-000-0000

Company

Del Mar

00000 Xx Xxxxxx Xxxx

Xxx Xxxxx

00000

519-793-0445

000-000-0000

Company

Xxxxxx Valley

12625 Freederick #M

Xxxxxx Xxxxxx

00000

909-553-7975

000-000-0000

Company

158

Temecula

00000 Xxxxxxxxxx Xx #0000

Xxxxxxxx

00000

909-296-1667

000-000-0000

Company

243

La Ouinta

00-000 Xxxxxxx 00

Xx Xxxxxx

00000

619-777-1111

000-000-0000

Top Xxxxx Ventures, Inc.

Monterey

Marketplace

Rancho Mirage

Top Xxxxx Ventures, Inc.

06/14/04

SYSCO St. Louis 64

0000 Xxxxxxx Xx

Xx. Xxxxxxx XX 00000-0000

(000) 000-0000

000

Xxxxxxxxxxxx Xxxxxxx

0000 Xxxxxxxxxxxx Xxxxxxx Xx

Xxxxxxxxxxxx

00000

636-733-0065

000-000-0000

Company

61_

Fenton

000 Xxxxxxx Xxxxxx Xxxxxx

Xxxxxx

00000

636-305-9440

000-000-0000

Company

Mid Rivers

000 Xxx Xxxxxx Xxxx Xxxxx

Xx. Xxxxxx

00000

636-279-6622

000-000-0000

Company

29_

Des Xxxxx

00000 Xxxxxxxxxx Xxxx

Xxx Xxxxx

00000

Company

10/04/04

Page 4

Red Xxxxx Gourmet Burgers 2004 Listing

Rest

Name

Address

City

ZIP

Telephone

FAX

OWNER

NEW REST.
OPENING

DATE

SYSCO Ventura

0000 Xxxxxxx Xxxx

Xxxxxx, XX 00000

(877) 205-9800

235

Calabasas

00000 Xxxxxxxxx Xx

Xxxxxxxxx

00000

818-223-8112

000-000-0000

Top Xxxxx Ventures, Inc.

241

Palmdale

0000 Xxxx Xxx,X. #00x

Xxxxxxxx

00000

805-274-1773

000-000-0000

Top Xxxxx Ventures, Inc.

23_

Santa Xxxxxxx

0000 Xxxxx Xxxxxx

Xxxxx Xxxxxxx

00000

805-687-4000

000-000-0000

Top Xxxxx Ventures, Inc.

247

Santa Xxxxx

000 Xxxx Xxxxxx Xxxx

Xxxxx Xxxxx

00000

805-614-6124

000-000-0000

Top Xxxxx Ventures, Inc.

24_

Ventura

0000-0 Xxxx Xxxx Xxxxxx #0000

Xxxxxxx

00000

805-842-1959

000-000-0000

Top Xxxxx Ventures, Inc.

2__

Topanga

0000 Xxxxxxx Xxx #00X

Xxxxxx Xxxx

00000

818-883-1030

000-000-0000

Top Xxxxx Ventures, Inc.

242

Glendale

0000 Xxxxxxxx Xxxxxxxx

Xxxxxxxx

00000

818-551-0191

000-000-0000

Top Xxxxx Ventures, Inc.

24_

Valencia

00000 Xxxxxxxx Xxxx #0000

Xxxxxxxx

00000

805-260-2411

000-000-0000

Top Xxxxx Ventures, Inc.

Santa Clarita

00000 X.Xxxxxxxx Xxxx.

Xxxxx Xxxxxxx

00000

Page 5

SCHEDULE 2

MASTER DISTRIBUTION AGREEMENT

CUSTOMER MARGIN


	*Product Category*	*Margin Effective*		*Margin Effective*
		*7/01/04 – 6/30/05*		*7/01/05 – 6/30/07*

1.	Healthcare	*	**	*	**

2.	*Dairy Products	*	**	*	**

	Exception: Cheddar Cheese	*	**	*	**

	All other Cheeses	*	**	*	**

3.	Meats	*	**	*	**

	Exception: Hamburger	*	**	*	**

4.	Seafood (fresh & frozen)	*	**	*	**

5.	Poultry (CVP & frozen)	*	**	*	**

6.	Frozen/Refrigerated Foods	*	**	*	**

	Exception: Fries 30# Case	*	**	*	**

	36# Case	*	**	*	**

7.	Canned & Dry	*	**	*	**

	Exception: Coke/Pepsi Products	*	**	*	**

	Xx. Xxxxxx/7-UP	*	**	*	**

8.	Paper & Disposables	*	**	*	**

9.	Chemical/Janitorial (supplies & cleaning)	*	**	*	**

	Exception: Ecolab	*	**	*	**

10.	Supplies & Equipment	*	**	*	**

11.	Dispenser Beverage	*	**	*	**

12.	Produce	*	**	*	**

*	Exception – The states which are regulated by the State Dairy Commission. The items regulated by the state of California are: Fluid Milk (White and Chocolate), Manufacturing Cream, Whipping Cream, Buttermilk, Sour Cream and Cottage Cheese.

SCHEDULE 3

MASTER DISTRIBUTION AGREEMENT

Customer Negotiated Supplier Agreements

Details and Parameters

The supplier’s verification and authorization of details noted on the attached form, signed by both customer and supplier, will allow SYSCO to qualify and promptly implement negotiated programs between the customer and supplier. SYSCO will gladly accept a supplier written contract as authorization, asking only that the pertinent information detailed on the attached form is included. Please utilize the form as needed to clarify details not specifically addressed in a written contract.

Please return the form along with a copy of the contract by the 10^th of the month prior to the effective date of monthly pricing (or 20 days before the customer’s non-standard calendar effective date). After review for completeness, agreement information will be made available to the operating companies. Contracts received by SYSCO after the cut-off date that lack pertinent information as requested on the Customer Negotiated Supplier Agreement Form, and/or that are without complete SUPC information will not be implemented by SYSCO until one month later. The supplier will have sole responsibility to the customer for any discounts due during the implementation period. SYSCO operating companies will not perform retro processing procedures for agreements received after the cut off.

This form can be e-mailed as a Word.doc for convenience in setting up and maintaining negotiated programs between the customer and supplier.

SYSCO CORPORATION

Customer Negotiated Supplier Agreement Form


Customer Name		Customer Contact

Supplier Name		Supplier Contact

Supplier Contact Phone		Supplier Contact Fax

Supplier Contact Email Address

Customer Eligibility Definition (Customer and Affiliates)

Pricing will be extended only to the customer denoted above unless denoted below.

Other affiliated customers to include...

Effective Dates (MUST use full calendar months, i.e. 1-31, or customer defined fiscal calendar)


Begin Date:		End Date:

Agreement Definition for Customer/Supplier Negotiated Program (please check one)

Guaranteed: FOB cost or Delivered cost to SYSCO, or Allowance amount per case/lb .

SYSCO Operating Company Inclusion

ALL servicing this customer (YES is required for National Pricing eligibility) (YES or NO)

Brand Eligibility Definition


Manufacturer Brand	(YES or NO)
SYSCO Brand	(YES or NO)	Must be verified by SYSCO with customer prior to implementation.

Item Inclusion and Data Definition

For guaranteed cost programs, please define only the net customer cost to the SYSCO operating companies. This will be the base cost on which the SYSCO contracted customer margin will be applied. (If your contract is FOB, this cost plus freight will be the base cost.)

•

Please refrain from quoting a billback amount.

•

Please refrain from quoting the SYSCO list or bracket price. (Customer contract pricing should not be contingent on SYSCO operating company purchase patterns.)

•

Please refrain from calculating end-user invoice price. Margin, fee, and rounding errors may occur.

Cost Differential Xxxx Back Definition

Submit Xxxx Back to local broker. (YES or NO) (If NO, please complete the following)

Submit Xxxx Back to Supplier at ...


Supplier Name
Address
City, State, Zip
Attn:


Supplier Authorization by		Date
Customer Authorization by		Date

Item Inclusion List


Customer Name		Supplier Name

Agreement Definition for Customer/Supplier Negotiated Program (please check one)

Guaranteed: FOB cost or Delivered cost to SYSCO, or Allowance amount per case/lb .

SUPC

Manufacturer’s
Product Code

UTC Code

Brand/Label

Pack / Size

Product Description

Customer/Supplier
Negotiated Cost or
Allowance Value to
SYSCO before Margin

SCHEDULE 4

MASTER DISTRIBUTION AGREEMENT

Customer Representations

This document was prepared and based on the following customer assumptions. SYSCO reserves the right to modify the agreement in the event these parameters are not achieved.


Annual Purchase Volume		$ 115 Million

Average Order Size		$ 4,400

Number of Deliveries per week		2.5

Average Sell Price per Piece		$ 24.50

Percentage of SYSCO Brand Purchases To Total Purchases		15%

1. Customer will purchase not less than eighty percent (80%) of Customer’s purchase requirements for each category of Products.

2. Customer will pay all amounts due SYSCO within the payment terms set forth in Section 9.

SCHEDULE 5

MASTER DISTRIBUTION AGREEMENT

Corporate Customer Allowance

Annual Meeting Allowance

An annual meeting allowance of $150.00 per Red Xxxxx Restaurant per year will be paid to Red Robin’s Corporate Office on an annual basis in February based on all Red Xxxxx Restaurants that SYSCO is selling at 80% and that has been operational for more than 90 days.

Operating Company Customer Incentive

Prompt Payment Incentive

Each Operating Company will offer an incentive allowance based on early payment of each individual customer invoice as listed below:


Invoices paid within 21 days		.15%
Invoices paid within 14 days		.30%
Invoices paid within 9 days		.45%

This incentive will be calculated on all items with the exception of Ecolab, Pepsi, Coca Cola products and the items that are regulated by the State Dairy Commission as listed in Schedule 2. The monthly CPAS Report and the Early Pay Incentive checks will be sent to the Red Xxxxx Corporate office for company units and to the franchise office for the franchise units.

SYSCO Employee

SYSCO will provide a full time employee at the Red Xxxxx Corporate office in Denver to manage the Red Xxxxx/SYSCO account.

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Table of Contents

Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by an asterisk and has been filed separately with the Securities and Exchange Commission pursuant to Rule...

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