0001193125-04-038241 Sample Contracts

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 10th, 2004 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Consulting Services Agreement is entered into this 14th day of January, 2004 by and between DENNIS L. CHIAVELLI (“Chiavelli”) and SMART & FINAL INC. (“Smart & Final” or “the Company”) with reference to the following facts and objectives:

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Smart & Final Inc/De • March 10th, 2004 • Wholesale-groceries & related products

With respect to the agreements between you and Smart & Final Inc. (the “Company”), dated as of January 1, 1999 and May 11, 2001, copies of which are attached hereto as Exhibits A and B (collectively, the “Amended Agreement”), you and the Company have agreed to modify the Amended Agreement as described below (this “Second Amendment”). Except to the extent specifically modified herein, the Amended Agreement shall remain in full force and effect. Capitalized terms used but not defined or modified herein shall have the meanings set forth in the Amended Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2004 • Smart & Final Inc/De • Wholesale-groceries & related products • California
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