WITNESSETH:

EXHIBIT 10.22

RELEASE AND SETTLEMENT AGREEMENT

THIS RELEASE AND SETTLEMENT AGREEMENT ("Agreement") is made and
entered into this 18th day of July, 1997 by and between Xxxxxx-Xxxxxx, Inc.
(hereinafter "the Company") and Xxxxxx X. XxXxxxxx (hereinafter "Xx. XxXxxxxx").

WITNESSETH:

WHEREAS, the Company and Xx. XxXxxxxx entered into a certain
Employment Agreement dated as of May 17, 1996 ("Employment Agreement"); and

WHEREAS, the Company and Xx. XxXxxxxx entered into a certain Change In
Control Agreement dated as of June 10, 1997 ("Change In Control Agreement"); and

WHEREAS, Xx. XxXxxxxx has tendered his resignation as Executive Vice
President of the Company; and

WHEREAS, the Company and Xx. XxXxxxxx have agreed to resolve all
matters between them, except as otherwise expressly set forth herein; and

WHEREAS, the Company and Xx. XxXxxxxx wish to enter into an agreement
that is binding on each of them; and

WHEREAS, Xx. XxXxxxxx understands and agrees that the Company's
willingness to enter into this Agreement is conditioned on Xx. XxXxxxxx'x
agreement to be bound by various provisions, including, but not limited to, non-
competition, non-solicitation, non-disparagement and release provisions; and

WHEREAS, the parties intend and agree that various provisions,
including but not limited to, non-competition, non-solicitation, non-
disparagement and release provisions, inure to the benefit of and may be
enforced by the Company's successors and assigns; and

WHEREAS, the Company has accepted Xx. XxXxxxxx'x resignation;

NOW, THEREFORE, in consideration of the mutual covenants and promises
of the parties to this Agreement, including but not limited to the Company's
agreement to pay Xx. XxXxxxxx, subsequent to his resignation, the payments
described in this Agreement, the Company and Xx. XxXxxxxx agree as follows:

1 RESIGNATIONS. Xx. XxXxxxxx hereby submits and the Company hereby
accepts his irrevocable written resignation as Executive Vice President, as an
employee of the Company, and as a director and officer of the Company's
subsidiaries and affiliates, effective as of July 22, 1997 (hereinafter the
"Termination Date"). From

and after the Termination Date, Xx. XxXxxxxx shall no longer be an elected
officer of the Company or an officer or director of any of its subsidiaries
or affiliates and, except for the purposes of the indemnification set forth
in Section 13 of this Agreement, shall not for any purpose be considered to
be or treated as an elected officer of the Company or an officer or director
of any of its subsidiaries or affiliates. For purposes of the exercise by
Xx. XxXxxxxx of stock options under the Company's stock option plans, Xx.
XxXxxxxx'x employment with the Company shall be deemed to have been
terminated without cause (as defined in the applicable plan).

2 SEVERANCE PAYMENTS.

(a) The Company and Xx. XxXxxxxx agree that he shall receive the
following in connection with his termination:

(i) A severance payment in the amount of $350,000, less
applicable withholding, upon expiration of the seven day revocation period set
forth in Section 9 below;

(ii) Payment of $175,000 per year for three years subsequent to
the execution of this Agreement, less applicable withholding, payable in
accordance with the Company's regular payroll schedule. In the event of Xx.
XxXxxxxx'x death prior to the expiration of this three-year period, the
remaining payments shall be paid to Xx. XxXxxxxx'x designated beneficiary, or,
if none, then to his estate;

(iii) Continuation, for the three-year period referenced in (ii)
above, of (A) benefits from all employee welfare benefit plans in which Xx.
XxXxxxxx was entitled to participate immediately prior to the Termination Date,
as such plans may be amended and replaced from time to time, (B) his car
allowance in the current amount, and (C) after expiration of the three-year
period referenced in (ii) above, Xx. XxXxxxxx may elect to continue health
coverage at his cost and to the extent available under the Consolidated Omnibus
Reconciliation Act of 1985 ("COBRA");

(iv) As of the Termination Date, all of Xx. XxXxxxxx'x
outstanding stock options as set forth in Exhibit A shall become immediately
exercisable and shall be honored by the Company in accordance with their
respective terms;

(v) Extension by the Company by one year of the maturity date
on that certain Tax Note with a current balance of $300,000;

(vi) The forgiveness by the Company of the Tax Note together
with accrued interest thereon one year from the date hereof, provided that Xx.
XxXxxxxx has fulfilled his obligations pursuant to Section 6 below;

(vii) Access to the secretarial services of Xx. Xxxxx Xxxxxxxx
for a period of ninety days after execution of this Agreement; and

(viii) Payment of Xx. XxXxxxxx'x Fourth Quarter Bonus for the
time period ending on June 27, 1997.

(b) With respect to the payments and benefits described in (i)
through (viii) above, Xx. XxXxxxxx acknowledges that to the extent any of those
benefits constitute income, they shall be treated as such by the Company through
issuance of appropriate notices, including Forms 1099, and Xx. XxXxxxxx agrees
that he shall be solely responsible for any tax liability that is imposed in
connection with these payments and benefits. The parties agree that the
payments and benefits described in (i) through (vii) above are not subject to
any special excise tax and the Company intends to file all related documents
consistent with that position, provided, however, that the Company, its
successors and assigns, shall not have liability to or be required to indemnify
Xx. XxXxxxxx under any circumstances for any special excise tax or other
withholding obligations;

(c) From and after the Termination Date, Xx. XxXxxxxx shall have no
obligation to mitigate damages, to seek or obtain other employment, or to
provide services on a self-employed basis, nor shall the amounts payable to Xx.
XxXxxxxx under this Agreement be reduced by any amounts earned by Xx. XxXxxxxx;
provided, however, that Xx. XxXxxxxx'x coverage under the Company's welfare
benefit plans will terminate when Xx. XxXxxxxx becomes eligible to be covered
under any employee benefit plan made available by another employer and covering
the same type of benefits (without exclusion for pre-existing conditions). Xx.
XxXxxxxx shall notify the Company within thirty (30) days after the commencement
of any such benefits.

3 RELEASE. (a) As a condition to the Company's performance of this
Agreement, except as provided in subsection (c) of this Section 3, Xx. XxXxxxxx,
on behalf of himself, and his heirs, executors, administrators, successors,
agents and assigns, hereby

(i) acknowledges that the payments and continuing benefits set
forth in Section 2(a) constitute valid consideration for this Agreement, satisfy
in full any and all of Xx. XxXxxxxx'x rights with respect to the Employment
Agreement, the Change In Control Agreement, the Performance Share Plan Agreement
under the Company's Long Term Performance Compensation Program (Amended and
Restated as of June 24, 1996), the Performance Share Award Agreement, all other
agreements between Xx. XxXxxxxx and the Company, made on or prior to the
Terminate Date, Xx. XxXxxxxx'x employment with the Company, its successors and
assigns, accrued through the Termination Date, the termination of such
employment, and the discharge in full of all of the obligations of the Company,
its successors and assigns, to Xx. XxXxxxxx including, without limitation,
salary or vested or accrued vacation pay, bonuses, benefits, perquisites and any
amounts payable under any other plan, policy or agreement entered into, provided
by or relating to the Company, its successors and assigns; and

(ii) fully releases and forever discharges the Company, JP
Foodservice, Inc. and their respective past, present and future affiliates,
divisions,

subsidiaries, facilities, parents, predecessors, successors and assigns, and
each of their officers, directors, managers, shareholders, agents,
representatives, attorneys and employees, (hereinafter collectively referred
to as the "Released Parties"), from any claims, demands, liabilities,
obligations, charges, damages and causes of action, known or unknown, fixed
or contingent, suspected or unsuspected, which occurred or arose or which
relate to, are in connection with, or are in consequence of, any act, failure
to act, decision, matter, event, occurrence, or thing whatsoever arising from
the beginning of time up to and including the Effective Date set forth in
Section 9 with respect to Xx. XxXxxxxx'x position as an employee,
stockholder, officer or director, and every other capacity of Xx. XxXxxxxx
whatsoever, or with respect to his employment or termination of employment
with the Company, its successors and assigns, or any policy, practice, plan
or program of the Company, its successors or assigns, or which may be based
upon, related to, or connected therewith, including, but not limited to, any
claim or action under any of the following (as amended): Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor
Relations Act, the Fair Labor Standards Act, the Employee Retirement Income
Security Act, the Labor Management Relations Act, the Age Discrimination in
Employment Act ("ADEA"), the Older Workers Benefit Protection Act, the Civil
Rights Act of 1991, the Worker Adjustment and Retraining Notification Act,
the Americans with Disabilities Act, the Pennsylvania Human Rights Act, the
Pennsylvania Wage Payment and Collection Act, all federal, state and local
antidiscrimination statutes, federal common law, state common law, and/or any
federal, state or local statute, law, ordinance, regulation or order, and
claims under any express or implied contract which Xx. XxXxxxxx or his heirs,
executors, administrators, successors, agents or assigns may claim exist or
existed with the Company, its successors or assigns, or against any of the
Released Parties.

(iii) agrees that the release set forth in this Section 3(a)(ii)
shall also specifically and expressly apply to and forever discharge any claims,
demands, liabilities, obligations, charges, damages and causes of action, known
or unknown, fixed or contingent, suspected or unsuspected, whether as an
employee, shareholder, officer, director, and every other capacity, relating in
any way to: (a) the Approval of the Board of Directors of the Company to merge
with JP Foodservice, Inc. ("Company Merger Approval"); (b) the Approval by the
Board of Directors of JP Foodservice, Inc. to merge with the Company ("JP Merger
Approval"); (c) the Agreement and Plan of Merger by and among JP Foodservice,
Inc., Xxxxxx Acquisition Corp. and Xxxxxx-Xxxxxx, Inc. dated as of June 30, 1997
("Merger Agreement"); (d) the merger between the Company and JP Foodservice,
Inc. ("Merger"); (e) the Exchange of Stock between the Company and JP
Foodservice, Inc. in connection with the Merger; and (f) any act, failure to
act, decision, approval, rejection, denial, matter, event, occurrence or thing
whatsoever by the Company, its successors or assigns, arising from, related to,
resulting from, as a consequence of, or in connection with the Company Merger
Approval, JP Merger Approval, the Merger Agreement, the Merger or the Exchange
of Stock, provided, however that nothing herein shall affect Xx. XxXxxxxx'x
rights to receive the consideration provided in the Merger Agreement in respect
of his shares upon the closing of the Merger on the same basis as all other
stockholders.

(b) Xx. XxXxxxxx covenants and agrees never to commence, voluntarily
aid in any way, prosecute, or authorize to be commenced against any other party,
any action or other proceeding based upon any claims, demands, causes of action,
obligations, damages, or liabilities which are being released by this Agreement.
Xx. XxXxxxxx declares that, prior to the execution of this Agreement, he has
apprised himself of sufficient relevant data, either through experts or other
sources of his own selection, in order that he might intelligently exercise his
judgment in deciding whether to execute, and in deciding on the contents of,
this Agreement. Xx. XxXxxxxx further declares that his decision is not
predicated on or influenced by any declaration or representations of the
Company, its successors or assigns, or any predecessors in interest. Xx.
XxXxxxxx states that the contents of this Agreement have been explained to him
by his counsel and that this document is executed voluntarily with full
knowledge of its significance.

(c) Except as expressly set forth herein, this Agreement supersedes
the Employment Agreement, the Change In Control Agreement, the Performance Share
Plan Agreement under the Company's Long Term Performance Compensation Program
(Amended and Restated as of June 24, 1996), the Performance Share Award
Agreement, and all other agreements between Xx. XxXxxxxx and the Company, its
successors or assigns made on or prior to the Termination Date, provided,
however, that this release does not affect any rights that Xx. XxXxxxxx may have
(i) under applicable law which cannot be waived pursuant to this Agreement; or
(ii) pursuant to this Agreement.

(d) Subject to the provisions of Section 13(b), the Company and its
subsidiaries hereby fully release and forever discharge Xx. XxXxxxxx, and his
heirs, executors, administrators, successors and assigns, from any and all
claims, demands, liabilities, obligations, charges, damages and causes of
action, known or unknown, fixed or contingent, suspected or unsuspected, with
respect to Xx. XxXxxxxx'x employment or directorship with the Company or its
subsidiaries arising from the beginning of time up to and including the
Effective Date set forth in Section 9, including, notwithstanding the exclusions
set forth below, those arising from disclosures, if any, made by Xx. XxXxxxxx of
information relating to the existence of and terms of the Merger. This release
shall not include or extend to (i) any liability for presently unknown acts of
Xx. XxXxxxxx finally determined by a court to violate federal, state or local
law, including, but not limited to, state and federal securities laws; (ii) any
liability for presently unknown acts of Xx. XxXxxxxx which constitute fraud;
(iii) any rights or obligations under applicable law which cannot be waived or
released pursuant to this Agreement; or (iv) any rights or remedies the Company,
its successors or assigns, may have under this Agreement. When used herein, the
phrase "presently unknown acts" shall mean the specific acts for which the
majority of either the Executive Committee (excluding Xxxxx Xxxxxxxx) or the
Board of Directors of the Company (excluding Xxxxx Xxxxxxxx) did not have actual
knowledge on or before July 18, 1997, but does not include the specific
enumerated acts described in the letter from Xxxx Xxx Xxxxxxxxxxxx to Xxxxxxx X.
Xxxxxx dated as of July 18, 1997, identified as a letter pursuant to Section
3(d) of Release and Settlement Agreements dated July 18, 1997.

4 NO ADMISSION. Nothing in this Agreement shall be construed as an
admission by any party as to any liability.

5 NON-DISPARAGEMENT AND OTHER MATTERS. (a) Except as may be
required by law, Xx. XxXxxxxx agrees that he shall:

(i) not waive any privileges or confidences that the Company, its
successors or assigns may have with respect to any information or communications
with its attorneys or accountants;

(ii) not disclose to any person the terms of this Agreement excepting
disclosures to (A) Xx. XxXxxxxx'x immediate family members; (B) persons
undertaking an evaluation of Xx. XxXxxxxx for purposes of extending credit to
him; and (C) Xx. XxXxxxxx'x attorneys, accountants and financial advisors; and
(D) as may be necessary to enforce the terms of this Agreement.

(iii) not encourage or promote litigation against the Company, its
successors or assigns;

(iv) not communicate with any person, or the attorney or
representative of any person, who Xx. XxXxxxxx reasonably believes to be
contemplating or pursuing litigation against the Company, its successors or
assigns. Nothing contained herein shall be deemed to prohibit Xx. XxXxxxxx
from communicating (A) with any attorney regarding his personal affairs; and
(B) responding to, and complying with, any subpoena served upon Xx. XxXxxxxx;
provided, however, that Xx. XxXxxxxx shall first notify the Company
immediately of his receipt of any such subpoena pursuant to Section 14(f) by
facsimile and overnight carrier;

(v) Xx. XxXxxxxx acknowledges that his obligation to provide
assistance to the Company, consistent with Section 11 of the Employment
Agreement, is in effect and will continue to be in effect subsequent to the
execution of this Agreement. The Company and Xx. XxXxxxxx agree that Xx.
XxXxxxxx shall be available to render consulting services upon the request of
the Company, provided that Xx. XxXxxxxx shall not be obligated to render such
services for more than five days during any six-week period. Xx. XxXxxxxx
shall be entitled to reimbursement for all out-of-pocket expenses. Fees for
this consulting services will be negotiated on a basis consistent with the
services provided; however, Xx. XxXxxxxx expressly agrees that he will not
seek fees for the first five days of consulting he is requested to perform by
the Company, its successors or assigns;

(vi) cooperate with the Company, its successors and assigns, in:
(A) its investigation, defense or prosecution of any potential or actual claim,
charge or suit, or investigation by or against the Company, its successors or
assigns; and (B) any inquiry, review or investigation of business matters or
undertakings of the Company, its successors or assigns. As used herein, the
term "cooperate" means: (A) making himself available from time to time for
meetings with counsel to the Company, its successors and

assigns at the Company's reasonable request; (B) not communicating with
parties known to be adverse to the Company, its successors or assigns, or
their counsel, except by way of deposition or trial testimony, or purely
social communications; (C) making himself available for depositions and trial
testimony upon the reasonable instruction of counsel to the Company, it
successors or assigns; and (D) executing those documents and truthful
affidavits requested from time to time by counsel to the Company, its
successors or assigns. The Company agrees to reimburse Xx. XxXxxxxx for
reasonable out of pocket expenses including for travel, hotel and meal
expenses, incurred in connection with his cooperation under this Section
5(a)(vi); and

(vii) to take affirmative steps at the reasonable request of the
Company (such steps to be specified by the Company and reasonably acceptable to
Xx. XxXxxxxx) (i) to encourage key employees of the Company, its successors and
assigns, to remain with the Company, its successors or assigns, despite Xx.
XxXxxxxx'x departure, and (ii) to negate any negative impact that his departure
may cause.

(b) From and after the date of this Agreement, neither party shall make
any public statements, whether written or oral, or any other statements which
such party reasonably believes are likely to become public, which statements
disparage or defame the other party.

6 ADDITIONAL COVENANTS OF XX. XXXXXXXX.

(a) ACKNOWLEDGEMENT. Xx. XxXxxxxx recognizes and acknowledges that
his employment relationship with the Company has been extraordinary in that,
among other things, he has been Executive Vice President of the Company since
May 17, 1996. In that position, he had access to and developed confidential or
proprietary business information; customer information and lists; costs; prices;
earnings; systems; operating procedures; merchandising and marketing plans and
methods; the terms of agreement with employees, customers and/or suppliers;
personal training and development programs; prospective and executed contracts
and other business information of the Company, its successors and assigns
methods and strategies; product development ideas and strategies; financial
results; strategic plans; proprietary computer and systems software; and other
important information relating to the Company and JP Foodservice Inc. Because
of that extraordinary relationship and in consideration of the covenants,
undertakings and promises of the Company set forth in this Agreement, Xx.
XxXxxxxx accepts and agrees to be bound by the covenants set forth in this
Agreement including but not limited to the promises of this Section 6. Xx.
XxXxxxxx understands that the Company would not enter into this Agreement if Xx.
XxXxxxxx did not expressly agree to each of the covenants, undertakings and
promises set forth herein, including but not limited to the provisions of this
Section 6. Xx. XxXxxxxx acknowledges the broad scope of the covenants in this
Section 6, but agrees that such covenants are reasonable in light of the scope
of the duties he performed for the Company and the extraordinary relationship he
had with the Company and its predecessor. Xx. XxXxxxxx further acknowledges and
agrees that the covenants

contained in this Agreement do not unreasonably restrict his employment
opportunities or unduly burden or deprive him financially.

(b) COMPETITION. During the period from the Termination Date through
the three-year period referenced in Section 2(a)(ii) (hereinafter referred to as
the "Restricted Period"), Xx. XxXxxxxx shall not, directly or indirectly, own,
manage, operate, join or control, or participate in the ownership, management,
operation or control of, or be a proprietor, director, officer, stockholder,
member, partner or an employee or agent of, or a consultant to, any business,
firm, corporation, partnership or other entity anywhere in the United States of
America (including, without limitation, SYSCO Corporation, Alliant (formerly
Kraft) Corporation, JP Foodservice Inc., PYA/Monarch, MBM Corporation,
ProSource, Inc., Ameriserve, Inc. and Marriott Distribution Services) which
engages in the Restricted Business as defined in Section 10 of the Employment
Agreement, including but not limited to the current business conducted by JP
Foodservice Inc. For purposes of this Section, the term "ownership" does not
include ownership of less than a 5% passive interest in such business, firm,
corporation, partnership or other entity.

(c) SOLICITATION OF CUSTOMERS. During the Restricted Period, Xx.
XxXxxxxx shall not, directly or indirectly, for his own account or as
proprietor, stockholder, member, partner, director, officer, employee, agent or
otherwise for or on behalf of any person, business, firm, corporation,
partnership or other entity other than the Company, its successors or assigns,
sell, broker or solicit or assist in the offer to sell, broker or solicit, any
orders for the purchase of any foodstuffs or other products sold by the Company,
its successors or assigns during the "Measuring Period", which is the three year
period preceding the date of termination of employment with the Company
(hereinafter referred to as "Products") to or from any person, corporation or
other entity which was a customer of the Company, its successors or assigns at
any time during the Measuring Period. For purposes of this Agreement,
"customer of the Company" means and includes: (i) any and all persons, business,
corporations, partnerships or other entities which during the Measuring Period
and/or the Restricted Period (A) have done business with the Company, its
successors or assigns, as a customer, (B) have been contacted by the Company,
its successors or assigns, for the purpose of purchasing products or services,
or (C) have preexisting business relationships and/or dealings with Xx. XxXxxxxx
when his employment with the Company terminates; and (ii) all persons,
businesses, corporations, partnerships or other business, entities which
control, or are controlled by the same person, corporation, partnership or other
entity which controls any such customer of the Company, its successors or
assigns. For purposes of this Agreement, "customers" includes food service
brokers, prospective customers and referral sources of customers.

(d) SOLICITATION OF EMPLOYEES. During the Restricted Period, Xx.
XxXxxxxx shall not, directly or indirectly, for his own account or as
proprietor, stockholder, partner, director, officer, employee, agent or
otherwise for or on behalf of any person, business, firm, corporation,
partnership or other entity other than the Company solicit any person who at any
time during the three-month period prior to the

Effective Date and at any time thereafter was or is an employee of the
Company, its successors or assigns (with the exception of Xxxxx Xxxxxxxx and
the employee acting as Xx. XxXxxxxx'x secretary as of the Termination Date),
for employment with any person, business, firm, corporation, partnership or
other entity other than the Company or hire any employee of the Company, its
successors or assigns, either directly or for or on behalf of any person,
business, firm or corporation, partnership or other entity other than the
Company.

(e) CONFIDENTIAL INFORMATION. From and after the date of this
Agreement, Xx. XxXxxxxx shall not at any time, directly or indirectly, use or
disclose, make known, divulge, reveal or furnish to any person, business,
firm, corporation, partnership or other entity, any confidential or
proprietary information concerning the Company, its successor and assigns or
their business, suppliers or customers except as required by law or to
personal advisors, who are not in the food service industry and who are not
customers, suppliers or employees of the Company, its successors or assigns,
for purposes of enforcing or interpreting this Agreement, provided that such
advisors (other than legal counsel) execute a confidentiality agreement in
form and substance agreeable to the Company, its successors or assigns, prior
to disclosure of such confidential information. All information, except
public information, whether written or otherwise, regarding the business of
Company, its successors and assigns, including but not limited to,
information regarding customers, customer information and lists; costs,
prices, earnings, systems, operating procedures, merchandising and marketing
plans and methods; the terms of agreement with employees, customers and/or
suppliers; personal training and development programs, prospective and
executed contracts and other business information of the Company, its
successors and assigns methods and strategies; product development ideas and
strategies; financial results; strategic plans; proprietary computer and
systems software; and other non-public important information relating to the
Company arrangements, and sources of supply are presumed to be confidential
information of the Company, its successors and assigns for purposes of this
Agreement. Xx. XxXxxxxx agrees to return to the Company all books, records,
lists and other written, typed or printed materials, whether furnished by the
Company or prepared by Xx. XxXxxxxx, which contain any confidential
information relating to the Company, its successors and assigns, or their
business, suppliers or customers, promptly upon execution of this Agreement,
and Xx. XxXxxxxx shall neither make nor retain any copies of such materials
without the prior written consent of the Board of Directors of the Company.

(f) NOTICE OF OBLIGATIONS. Xx. XxXxxxxx hereby consents to the
notification of persons or entities of Xx. XxXxxxxx'x obligations under this
Agreement when the Company, its successors or assigns, reasonably believe that
Xx. XxXxxxxx'x activities are likely to be restricted by this Agreement. The
Company's rights under this Section 6(f) shall be in addition to and not in
preemption of all other rights and privileges the Company, its successors and
assigns, may have under general legal and equitable principles, or by statute or
common law.

(g) CUMULATIVE PROVISIONS. The covenants and agreements contained in
this Section 6 are independent of each other and cumulative.

(h) BINDING EFFECT: THIRD PARTY BENEFICIARIES. The provisions of
this Section 6 shall inure to the benefit of the Company, its successors and
assigns. The provisions of this Section 6 shall inure to the benefit of and be
binding upon Xx. XxXxxxxx, his heirs, personal representatives, successor and
assigns.

(i) REMEDIES FOR BREACH. Xx. XxXxxxxx further acknowledges and
agrees that his obligations under this Agreement are unique and that any breach
or threatened breach of such obligations may result in irreparable harm and
substantial damages to the Company, its successors and assigns. Accordingly, in
the event of a breach or threatened breach by Xx. XxXxxxxx of any of the
provisions of this Agreement, the Company, its successors and assigns shall have
the right, in addition to exercising any other remedies at law or equity which
may be available to it under this Agreement or otherwise to: (i) obtain
EX PARTE, preliminary, interlocutory, temporary or permanent injunctive relief,
specific performance and other equitable remedies in any court of competent
jurisdiction to prevent Xx. XxXxxxxx from violating such provision or provisions
or to prevent the continuance of any violation thereof, TOGETHER WITH an award
or judgment for any and all damages, losses, liabilities, expenses and costs
incurred by the Company, its successors and assigns as a result of such breach
or threatened breach including, but not limited to attorneys' fees incurred by
the Company, its successors and assigns in connection with, or as a result of,
the enforcement of this Agreement; and (ii) discontinue any or all of the
consideration provided in Section 2 of this Agreement. The parties expressly
agree that the arbitration provision set forth in Section 13 of the Employment
Agreement is no longer binding on the parties and has been superseded by this
Agreement.

(j) DIVISIBILITY. Xx. XxXxxxxx agrees that the provisions of this
Section 6 are divisible and separable so that if any provision or provisions
hereof shall be held to be unreasonable, unlawful or unenforceable, such holding
shall not impair the remaining provisions hereof. If any provision hereof is
held to be unreasonable, unlawful or unenforceable in duration, geographical
scope or character of restriction by any court of competent jurisdiction, it is
the express desire and agreement of Xx. XxXxxxxx that such provision shall be
modified to the extent necessary in order that any such provision or portion
thereof shall be legally enforceable to the fullest extent permitted by law, and
the parties hereto do hereby expressly authorize any court of competent
jurisdiction to enforce any such provision or portion thereof or to modify any
such provision or portion thereof in order that any such provision or portion
thereof shall be enforced by such court to the fullest extent permitted by
applicable law.

(k) NONIMPAIRMENT OF OBLIGATIONS. Xx. XxXxxxxx agrees that his
obligations under Sections 5 and 6 are in addition to, and not in limitation or
preemption of, all other obligations which Xx. XxXxxxxx may have to the Company,
its successors and assigns, under general legal and equitable principles or by
statute or common law.

7 ASSERTION OF CLAIMS. Xx. XxXxxxxx represents and warrants, with
the understanding that such representation and warranty is material to this
transaction,

that (a) he is not aware of a person having asserted or having a valid basis
to assert, with any federal, state or local judicial or administrative agency
or body any claim against the Company, its successors or assigns, of any kind
or character based on or arising out of or alleged to be suffered in or as a
consequence of Xx. XxXxxxxx'x employment with the Company, its termination,
or his contacts or relationships with the Company or any Released Party, and
(b) Xx. XxXxxxxx has no current intention to assert, in any manner or by any
means, any such claim before any federal, state or local judicial or
administrative agency or body. If any such claim is asserted in the future
by Xx. XxXxxxxx or any person or entity authorized by Xx. XxXxxxxx to do so,
Xx. XxXxxxxx agrees and acknowledges that this Agreement and release set
forth in Section 3 hereof shall act as a total and complete bar to his
reemployment or to recovery of any sum or amount whatsoever from the Company,
its successors or assigns, whether labeled "award, liability, damages,
judgment, back pay, wages, or fine" or otherwise resulting directly or
indirectly from any lawsuit, remedy, charge or complaint whether brought
privately by him or by any one else, including any federal, state or local
agency, whether or not on his behalf or at his request.

8 REEMPLOYMENT. Xx. XxXxxxxx hereby releases and waives any and
all rights or claims he may have to reemployment by the Company, its successors
and assigns, and agrees that he shall not reapply for any position with the
Company, its successors or assigns.

9 CONSIDERATION OF TERMS AND EFFECTIVE DATE.

XX. XXXXXXXX ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT,
THAT HE KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT HE EXECUTES THE SAME
AS HIS OWN FREE, KNOWING AND VOLUNTARY ACT AND DEED. XX. XXXXXXXX FURTHER
REPRESENTS AND ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY IN WRITING
TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT IF HE CHOSE TO DO
SO, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT FULLY WITH HIS PERSONAL ATTORNEY
REGARDING THE TERMS OF THIS AGREEMENT, THAT HE FULLY UNDERSTANDS THE TERMS,
CONDITIONS, AND FINAL BINDING EFFECT OF THIS AGREEMENT, AND THAT THE RELEASE
CONTAINED HEREIN IS A RELEASE OF ALL CLAIMS WITH FINAL AND BINDING EFFECT.

XX. XXXXXXXX ACKNOWLEDGES THAT HE HAS BEEN GIVEN A PERIOD OF AT LEAST
21 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT PRIOR TO HIS EXECUTION HEREOF.
FURTHERMORE, IT IS AGREED THAT XX. XXXXXXXX SHALL HAVE THE RIGHT TO REVOKE THIS
AGREEMENT BY WRITTEN NOTICE TO THE COMPANY WITHIN SEVEN DAYS FOLLOWING ITS
EXECUTION. FOR THIS REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE MUST BE RECEIVED
BY THE COMPANY'S

CHIEF EXECUTIVE OFFICER NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH
DAY AFTER XX. XXXXXXXX SIGNS THIS AGREEMENT.

IF XX. XXXXXXXX DOES SO REVOKE, THIS AGREEMENT WILL BE NULL AND VOID
AND, SUBJECT TO APPLICABLE LAW, THE COMPANY SHALL HAVE NO OBLIGATION WHATSOEVER
TO XX. XXXXXXXX, AND XX. XXXXXXXX WILL NOT RECEIVE THE CONSIDERATION DESCRIBED
IN SECTION 2.

THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL AFTER
THE EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD; AFTER SUCH TIME, IF THERE
HAS BEEN NO REVOCATION, THIS AGREEMENT SHALL BE FULLY EFFECTIVE AND ENFORCEABLE.
IF THIS AGREEMENT IS REVOKED BY XX. XXXXXXXX IN ACCORDANCE WITH THIS SECTION 9,
XX. XXXXXXXX SHALL RETURN TO THE COMPANY ALL CONSIDERATION AND BENEFITS PROVIDED
BY THE COMPANY TO WHICH XX. XXXXXXXX WOULD NOT BE ENTITLED ABSENT THIS
AGREEMENT.

10 ACKNOWLEDGEMENT AND CONSIDERATION. The consideration described
in Section 2 is being provided in return for Xx. XxXxxxxx'x accepting the terms
of this Agreement, including but not limited to the covenants set forth in
Section 6 as well as the giving of a release, a covenant not to xxx, and not
revoking under Section 9 so that this Agreement becomes effective. Xx. XxXxxxxx
acknowledges that the payments and agreements set forth in Section 2 constitute
adequate consideration supporting his obligations and releases given under this
Agreement.

11 LEGAL FEES AND EXPENSES. In the event of litigation between the
parties regarding interpretation or enforcement of this Agreement, the parties
agree that the prevailing party shall be entitled to recover reasonable
attorneys' and related fees and expenses incurred in connection with the
litigation. The parties expressly agree that this provision modifies and
supersedes Section 21 of the Employment Agreement.

12 NO AUTHORITY OR RESPONSIBILITY. Xx. XxXxxxxx acknowledges that
he shall have no supervisory, managerial or agency responsibility or authority
from and after the Termination Date and agrees not to involve himself in any
activities of the Company, except as may be requested by the Chairman and Chief
Executive Officer of the Company. Xx. XxXxxxxx also acknowledges that effective
as of the Termination Date, he does not have authority to bind the Company, its
successors or assigns to any contracts or commitments and agrees that he shall
not create any obligation for or bind or attempt to bind the Company, its
successors or assigns, in any manner whatsoever.

13 INDEMNIFICATION. (a) This Agreement shall not affect Xx.
XxXxxxxx'x rights to coverage or indemnification under the charter or by-laws of
the Company or policies of insurance as in effect on or prior to the Termination
Date, with

respect to acts of commission or omission or events occurring on or prior to
the Termination Date; and

(b) Xx. XxXxxxxx shall indemnify the Company, its successors or
assigns, for monetary expense or loss arising out of a claim brought by a third
party or governmental investigation based upon any breach of the confidentiality
provisions of his Employment Agreement, to the extent that such claim or
investigation arises directly from facts in existence prior to the Termination
Date but not known to the Company (defined as "presently unknown acts" in
Section 3(d) above), and are not otherwise covered by the Company's insurance
policies, except policies of self-insurance or risk retention.

14 MISCELLANEOUS.

(a) AFFILIATE DEFINITION. "Affiliate" shall mean any person, firm or
corporation which directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the persons
specified.

(b) COMPANY, SUCCESSORS AND ASSIGNS DEFINITIONS. "The Company, its
successors and assigns" shall mean the Company and its past, present and future
affiliates, divisions, subsidiaries, facilities, parents, successors,
predecessors and assigns, and their respective past, present and future
officers, directors, managers, shareholders, agents, representatives, attorneys
and employees. "The Company, its successors or assigns" shall mean the Company
and/or its past, present and future affiliates, divisions, subsidiaries,
facilities, parents, successors, predecessors and assigns, and their respective
past, present and future officers, directors, managers, shareholders, agents,
representatives, attorneys and employees.

(d) ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof,
and supersedes all prior contracts, agreements, arrangements, communications,
discussions, representations and warranties, whether oral or written, between
the parties other than any confidentiality agreement executed by Xx. XxXxxxxx
while an employee of the Company.

(e) LAW AND INTERPRETATION. This Agreement shall be governed by,
construed and interpreted in accordance with the laws of the State of
Pennsylvania. With respect to each and every term and condition in this
Agreement, the parties understand and agree that the same have or has been
mutually negotiated, prepared and drafted, and that if at any time the parties
hereto desire or are required to interpret or construe any such term or
condition or any agreement or instrument subject hereto, no consideration shall
be given to the issue of which party hereto actually prepared, drafted

or requested any term or condition of this Agreement or any agreement or
instrument subject hereto.

(f) NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given (i) when received if personally delivered, (ii) within 12 hours after
being sent by telecopy, with telecopy confirmation, and (iii) when received (as
established by written receipt) if sent by established overnight courier to the
parties (and to the persons to whom copies shall be sent) at:

To the Company: Xxxxxx-Xxxxxx, Inc.
000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxxxx Xxxxxxxxx Center
Xxxxxx-Xxxxx, Pennsylvania 18702-6980
Attention: Xxxx Xxx Xxxxxxxxxxxx
Telecopy No.: (000) 000-0000

With a copy to: Xxxxx, Day, Xxxxxx & Xxxxx
00 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxxxx X. Xxxxxxxx
Telecopy No.: (000) 000-0000

To Xx. XxXxxxxx: 00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000

With a copy to: Xxxxxx, Xxxxx & Bockius LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx
Telecopy No.: 212/309-6080

Any party by notice given to the other party in accordance with this
Section 14(e) may change the address or the persons to whom notices or copies
thereof shall be directed.

(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

(h) ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
heirs, as set forth herein, but no rights, obligations or liabilities hereunder
shall be assignable by Xx. XxXxxxxx without the prior written consent of the
Company, its successors and assigns.

(i) WAIVERS AND AMENDMENTS. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the parties or, in the case of a waiver,
by the party waiving compliance. No delay on the part of either party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of either party of such right, power
or privilege nor any single or partial exercise of any such right, power or
privilege, preclude any other further exercise thereof or the exercise of any
other such right, power or privilege.

(j) HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall not be given any effect in the construction
or interpretation of this Agreement.

(k) EXPENSE REIMBURSEMENT. The Company will reimburse Xx. XxXxxxxx
for the reasonable fees of Xx. XxXxxxxx'x attorney in connection with his
resignation, including such attorney's review of this Agreement and consultation
with Xx. XxXxxxxx on its implications; provided, however, that such fees when
combined with those fees incurred by Xx. Xxxxxxxx, do not exceed $40,000.

IN WITNESS WHEREOF, Xx. XxXxxxxx has executed, and the Company has
caused its duly authorized representative to execute, this Agreement as of the
date first above written.

Xxxxxx-Xxxxxx, Inc.

By /s/
---------------------------------

/s/ Xxxxxx X. XxXxxxxx
---------------------------------
Xxxxxx X. XxXxxxxx

EXHIBIT A

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-----------------------------------------------------------------------------------------------------------------------------------
STOCK OPTION REPORT - XXXXXX X. XXXXXXXX 25-JUNE-97
-----------------------------------------------------------------------------------------------------------------------------------

EXERCISED CANCELLED
GRANT EXERCISE VESTED -------------------------------------------- -------------- SHARES
DATE PRICE SHARES SHARES SHARES DATE SHARES DATE SHARES DATE SHARES DATE OUTSTANDING
----------------------------- ------ -------------------------------------------- -------------- -----------

RSI 1988 STOCK OPTION AND COMPENSATION PLAN
6/24/96 $14,125 20,000 5,000 20,000
------ ------ ------ ------ ------ ------ -------
20,000 5,000 20,000
------ ------ ------ ------ ------ ------ -------

USFI 1992 STOCK OPTION PLAN
9/4/92 $10,540 8,908 8,908 -3,563 11/25/96 5,345
3/24/95 $3,470 1,489 1,489 -1,489 11/25/96 0
3/24/95 $10,540 6,796 6,796 -2,718 11/25/96 4,078
------ ------ ------ ------ ------ ------ -------

17,193 17,193 -7,770 9,423

USFI 1993 STOCK OPTION PLAN
3/24/95 $14,730 2,621 1,747 -873 11/25/96 1,748
------ ------ ------ ------ ------ ------ -------
2,621 1,747 -873 11/25/96 1,748

USFI MANAGEMENT STOCK OPTION PLAN
3/24/95 $9,410 6,646 6,646 -6,646 11/25/96 0
3/24/95 $9,410 1,453 1,453 1,453
------ ------ ------ ------ ------ ------ -------
8,099 8,099 -6,646 1,453

------ ------ ------ ------ ------ ------ ------

TOTAL FOR XXXXXX X. XXXXXXXX: 47,913 32,039 -15,289 32,624
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------

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