Exhibit 10.13

                               SECURITY AGREEMENT
                               ------------------

     THIS  AGREEMENT  is  made  this  2nd  day of December, 2002, by and between
HUDSON  UNITED  BANK, SHOPPERS CHARGE ACCOUNTS CO. division, having an office at
1000  MacArthur  Boulevard,  Mahwah, New Jersey 07430 ("Shoppers"), and COLORADO
PRIME  CORPORATION,  a  Delaware  corporation  ("CPC"),  and  CONCORD  FINANCIAL
SERVICES, INC., a New York corporation ("CFSI" and, together with CPC, "Colorado
Prime"),  with  their  chief executive offices at 500 Bi-County Boulevard, Suite
400,  Farmingdale,  New  York  11735.

                                    RECITALS
                                    --------

     WHEREAS,  Shoppers  is  in  the  business  of  providing  customized credit
programs  to retailers and their customers, and in connection therewith finances
sales to such customers evidenced by sales slips documenting purchases from such
retailers;

     WHEREAS  ,  Colorado Prime is in the business of conducting direct sales of
food  products  ("Food") and appliances and other entertainment-related products
("Appliances") through various channels, including telemarketing and home shows;

     WHEREAS,  Colorado  Prime  desires  Shoppers  to make available to Colorado
Prime  and  its  customers  a  customized  credit  program  (the "Program"), and
Shoppers  desires  to  make  available  the  Program;

     WHEREAS,  Shoppers  has  entered  into  a  Purchase and Sale Agreement with
Colorado  Prime,  dated as of December 2, 2002 (the "Purchase Agreement") and is
entering  into  certain  additional agreements with Colorado Prime at this time;

     WHEREAS,  capitalized  terms  used  herein  and  not  otherwise defined are
defined  in  the  Purchase  Agreement;

     WHEREAS,  Shoppers  is  purchasing  from  Colorado Prime under the Purchase
Agreement  the  Purchased  Accounts  and  related  Acquired  Assets, but not the
Excluded  Accounts;

     WHEREAS,  it  is  intended  on  a  going  forward  basis that Shoppers will
originate  for  itself  certain credit accounts for Colorado Prime customers who
have  FICO  scores  of  650  or  more  and meet additional underwriting criteria
established  by  Shoppers  (the  "New  Shoppers  Accounts");

     WHEREAS, it is intended that the account terms of the New Shoppers Accounts
and  the  Purchased  Accounts  (collectively,  the  "Shoppers Accounts") will be
identical;

     WHEREAS, through a date no later than February 28,2002 or such earlier date
as  the  parties  may  mutually  agree (the "Servicing Transfer Date"), Colorado
Prime  will service the Shoppers Accounts under the Interim Servicing Agreement,
dated  as  of December 2,2002 (the "Interim Servicing Agreement") and, after the
Servicing  Transfer  Date,  Shoppers  will  service  the  Shoppers Accounts; and

     WHEREAS, the parties wish to provide herein for certain operational details
of  the  Program;

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<PAGE>

     NOW,  THEREFORE,  in  consideration  of  the covenants herein contained and
intending  to  be  legally  bound,  the  parties  hereby  agree  as  follows:

                                    AGREEMENT
                                    ---------

1.     The  Program;  Shoppers'  Servicing  Obligations.
       -------------------------------------------------

     (a)  Shoppers  will provide the Program to Colorado Prime and its customers
in  order  to  finance  purchases of Food and Appliances from Colorado Prime. In
connection  therewith,  at  Shopper's  own  cost  and  expense:

     (i)  Shoppers  shall  make  Shoppers  Accounts  available  to  qualifying
customers  of  Colorado  Prime.  The  terms  of  such Shoppers Accounts shall be
substantially  similar  to  the  terms  of  the  Accounts as of the date hereof,
provided  that,  after  the  Servicing  Transfer  Date,  in  connection with the
Shoppers Accounts, Shoppers may: (A) charge borrowers a late charge of up to $29
for  any  required  payments  that are not received by the payment due date; (B)
charge  borrowers finance charges on Appliance purchases that are made after the
Servicing  Transfer  Date at a variable rate 14.99% over the prime rate, subject
to  a  minimum annual percentage rate of 21%; (C) charge borrowers a retroactive
finance  charge  on  Food purchases made after the Servicing Transfer Date, at a
variable rate 14.99% over the prime rate, subject to a minimum annual percentage
rate  of  21%, in the event that the borrower fails to pay the purchase price of
the  Food  purchase  in  full  within  six  months after the posting date of the
purchase; (D) require minimum monthly payments each month on Appliance purchases
equal  to 2.5% of the portion of the new balance attributable to such purchases;
(E) adopt such other provisions, including provisions for promotional offerings,
as  Shoppers  and Colorado Prime shall mutually agree, neither party's agreement
to  be  unreasonably withheld. The form, content and mode of distribution of any
change  in  terms  notices  and  Credit Agreements relating to Shoppers Accounts
shall  be  subject  to  Seller's consent, which consent will not be unreasonably
withheld.

     (ii) Shoppers shall provide to Colorado Prime application materials in such
amounts  as  are necessary to operate the Program. Application forms shall be in
form  and  substance  reasonably  acceptable  to  Colorado  Prime.

     (iii)  Shoppers  shall  make  all  credit  analyses and determinations with
respect to credit applications for Shoppers Accounts. Shoppers shall approve for
New  Shoppers  Accounts  all applications from Colorado Prime customers who have
FICO  scores  of  650  or  higher  and  meet  additional  underwriting  criteria
established  by  Shoppers,  subject  to  change  from  time  to time at the sole
discretion  of  Shoppers.

     (iv)  In  conformity with prevailing industry standards and the standard of
care  it applies generally in servicing its own accounts, Shoppers shall service
and  collect  the  Shoppers
Accounts.

     (v) Shoppers shall take all actions necessary or appropriate to assure that
all  aspects  of  the Program, including, without limitation, application forms,
change  in  terms  notices, account agreements, billing statements and servicing
and  collection  procedures,  are  in  compliance  with  all  applicable

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laws, rules and regulations, including, without limitation, the federal Consumer
Credit  Protection  Act; the federal Fair Credit Billing Act; applicable federal
and  state  usury  laws;  and  regulations  under  such  statutes.

     (vi)  Shoppers  shall  provide Colorado Prime with reports reflecting as to
each  Shoppers  Account,  the account number, account holder(s) name(s), account
balance  and  any  delinquency  in  payments,  as well as any additional reports
reasonably  requested  by  Colorado  Prime. All such reports will be in a format
reasonably  acceptable  to  Colorado  Prime.

     (b)  Except  as otherwise agreed in writing by Shoppers and Colorado Prime,
Shoppers  shall  not  sell  or  make  available  to  third  parties  information
concerning  the  Shoppers  Accounts  and/or Colorado Prime's customers. However,
Shoppers  may  provide  to  third  parties  such  information  as  is reasonably
necessary  for  Shoppers  to  efficiently  operate  and  administer the Program,
including,  but  not  limited  to,  the  option  to  purchase payment protection
insurance. Without limiting the generality of the foregoing, Shoppers may submit
account  holder names, addresses, balances and transaction information to credit
bureaus  and  for  collection  purposes.

     (c)  Shoppers  agrees  that  it  shall administer the Shoppers Accounts and
related  receivables  (the  "Receivables"), and perform all services relating to
the  Program,  in conformity with prevailing industry standards and the standard
of  care  it  applies  in  servicing  its  own  accounts  generally.

2.     Shoppers  Financing  of  Colorado  Prime  Food  and  Appliance  Sales.
       ----------------------------------------------------------------------

     (a)  Subject  to the credit limits and underwriting criteria established by
Shoppers  for the Shoppers Accounts, Shoppers agrees to finance Colorado Prime's
sales of Food and Appliances under Shoppers Accounts upon electronic or physical
receipt  from  Colorado  Prime  of  invoices  therefore.  For each Food purchase
financed  under  a  Shoppers Account, Shoppers shall pay Colorado Prime 96.5% of
Colorado  Prime's  retail  charge  for the Food, and for each Appliance purchase
financed  under  a Shoppers Account, Shoppers shall pay Colorado Prime 98.25% of
Colorado  Prime's  retail  charge  for  the  Appliance.  Payment  by Shoppers to
Colorado  Prime  shall  be  made electronically via the Automated Clearing House
("ACH")  to Colorado Prime's designated account on a daily basis, Monday through
Friday, except for legal holidays when the ACH system is not operating, in which
case  payment  will  be made on the next business day following the holiday. For
each  sale  of  Food  or  Appliances financed under a Shoppers Account, Colorado
Prime  represents  and  warrants  that:  (i)  the  sale will be of delivered and
merchantable  goods; (ii) the balances, including shipping and handling charges,
applicable  taxes  and  other  fees  imposed  by Colorado Prime will be true and
correct;  (III)  there  will  not  be  any  valid  defenses,  credits, set-offs,
deductions  or counterclaims of which Colorado Prime is aware or should be aware
of,  assertable  now  or  in  the future against the same, by account holders or
third  parties; (iv) immediately prior to the sale, Colorado Prime will own such
Food  or  Appliances,  free  and  clear of any liens (except any liens under the
Amended  Credit  Agreement  which  will  be  released  by virtue of the sale, as
confirmed  and  evidenced  by  that  certain Intercreditor Agreement dated as of
December  2,2002  among  the  parties hereto and Dresdner Bank, AG, New York and
Grand  Cayman  Branches, Administrative Agent for the Lenders who are parties to
the  Amended  Credit  Agreement); and (v) the resulting Receivables are genuine,
valid  and  subsisting  and  are  free  and clear of all liens and encumbrances.

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<PAGE>

     (b)  It  is  understood  that  Shoppers  will  be the owner of all Shoppers
Accounts  and  related  Receivables  and,  if  its ownership is ever called into
question,  has a security interest in the same, which security interest Colorado
Prime  hereby grants to Shoppers. Colorado Prime agrees to maintain for a period
of three (3) years electronic files containing details of all sales transactions
which  are  financed  under  Shoppers  Accounts  and  transmitted  to  Shoppers
electronically.  Colorado Prime agrees to permit a representative of Shoppers to
audit  such  records  of  sales  slips during business hours and at such time as
shall  be  mutually  convenient  for all parties. Colorado Prime further agrees,
either  as  a result of a request made by Shoppers or a request directly made by
the  holder  of  a  Shoppers  Account,  that  Colorado  Prime  will provide such
information regarding prior sales as may be required in order to comply with The
Fair  Credit  Billing  Act.

     (c)  It  is understood that this Agreement covers future advances and after
acquired  property  as  regards  Shoppers  Accounts and related Receivables, and
Shoppers,  as  the  Secured  Party  under  this Agreement, has the right to make
future  advances  which  will  be  secured  under this Agreement and any Uniform
Commercial  Code  filings  made  in  accordance  with  this  Agreement.

     3.  Non-Recourse  Financing.  Shoppers agrees that it will bear any and all
         ------------------------
losses  sustained  on  Shoppers  Accounts and will not have any recourse against
Colorado  Prime, provided that Shoppers may require Colorado Prime to repurchase
any  Receivables  generated  under  Shoppers  Accounts which Shoppers reasonably
deems  to  be  uncollectible  as  a  result  of  unresolved customer disputes or
improper sales floor procedures ("Repurchase Receivables"). Colorado Prime shall
be  fully  responsible  for  repurchasing  Repurchase Receivables upon Shoppers'
request  pursuant  to  Paragraph  4  hereof.

     4.  Repurchase of Certain Uncollectible Receivables. Shoppers may determine
         ------------------------------------------------
that  Receivables  under  Shoppers  Accounts  should be classified as Repurchase
Receivables,  at  any  time at or prior to the time such Receivables are charged
off,  when  Shoppers,  in  its  reasonable  opinion,  deems that such account is
uncollectible  as  a  result  of  unresolved customer disputes or improper sales
floor  procedures.  Upon  appropriate  notice from Shoppers that Receivables are
Repurchase  Receivables,  Colorado Prime shall repay Shoppers the purchase price
of  such  Repurchase  Receivables plus all added fees including, but not limited
to, finance charges, late fees, NSF fees and the like, less any amounts received
by  Shoppers on account of such Repurchase Receivables, and shall thereafter own
such  Repurchase  Receivables.

     5.  Payments for Repurchase Receivables. Payment to Shoppers for Repurchase
         ------------------------------------
Receivables  pursuant  to  Paragraphs  3  and 4 hereof shall be made by Shoppers
off-setting  amounts  it otherwise owes to Colorado Prime. Any balance which may
be  due  and  owing  to Shoppers after such off-set shall be payable by Colorado
Prime  within  ten  (10)  days  from  the  date  of  notification.

     6.  Shoppers  Authority  regarding  Repurchase  Receivables.  In  the event
         --------------------------------------------------------
Colorado  Prime fails to make prompt payment pursuant to the demand of Shoppers,
as  provided  herein,  on account of Repurchase Receivables, Shoppers shall have
the  right  to litigate, extend the time of payment, compromise or settle any of
the  Repurchase  Receivables. Any such action by Shoppers shall not be deemed to
be  a  waiver  of  any  rights  of  Shoppers  against  Colorado  Prime.


     7.  Reserves.
         ---------

                                       4
<PAGE>

     (a)  Shoppers  shall  deduct  from  the  Purchase  Price under the Purchase
Agreement  to  fund a reserve (the "Temporary Reserve") 5.5% of the total amount
of all Account Receivables on the Purchased Accounts, including accrued interest
and  charges, whether or not posted, and Shoppers shall deduct from the Purchase
Price  under the Purchase Agreement an additional 3.0% of such amount to provide
the  initial funding for an additional reserve (the "Ongoing Reserve"). Finally,
Shoppers  shall  deduct  0.5% of all on-going sales under Paragraph 2 to provide
additional  funding  for  the Ongoing Reserve. Shoppers shall hold the Temporary
Reserve  and  the Ongoing Reserve (together, the "Reserves") in escrow and shall
invest  the  Reserves  as  the  parties may direct in writing from time to time.

     (b)  On  a quarterly basis, Shoppers shall reconcile the Ongoing Reserve to
an  amount  equal  to 3% of the outstanding Receivables on Shoppers Accounts. In
the  event  there  is  an  overage  in  the  Ongoing  Reserve  at  the  point of
reconciliation,  Shoppers  will  return  the  overage  to  Colorado Prime, after
deducting  any  sum  that  may  be due Shoppers from the Ongoing Reserve. In the
event  there is a deficit in the Ongoing Reserve at the point of reconciliation,
Colorado  Prime  shall  remit the amount of said deficit to Shoppers immediately
upon  notification  fiom  Shoppers.

     (c)  Within  ninety (90) days after each of June 30,2003, December 31,2003,
June  30,  2004  and  December  31,  2004, Shoppers will review Colorado Prime's
financial  statements  for  the period commencing January 1 , 2003 and ending on
such  respective dates. If for any such period, the statements show positive net
income  greater than or equal to 1% of net sales excluding finance income, after
extraordinary  expenses  and  dividends  paid,  Shoppers shall withdraw from the
Temporary  Reserve  and  return  to Colorado Prime an amount equal to 25% of the
total  deposits  made  to  the Temporary Reserve hereunder. Subject to Paragraph
7(e)  herein,  if  this Agreement remains in force and any amounts remain in the
Temporary  Reserve  on  November  30,  2005,  and if on November 30, 2005 or any
calendar  month-end  thereafter Colorado Prime's net worth, adjusted upwards, if
necessary,  to  reverse any loss on the bulk sale of Colorado Prime Accounts (as
defined in the Final Servicing Agreement of even date herewith), exceeds the sum
of:  (i)  Colorado  Prime's  net worth as of January 1, 2003; plus (2) 1% of net
sales  excluding  finance  income  through  the date in question, Shoppers shall
return  to  Colorado  Prime any such amounts remaining in the Temporary Reserve.

     (d)  Subject  to  Paragraph 7(e) herein, upon termination of this Agreement
and  satisfaction  of  any  Colorado  Prime  obligations under Paragraph 15 with
respect to such termination, Shoppers shall return to Colorado Prime the Ongoing
Reserves  balance  once  the  balance  of the Ongoing Reserves exceeds the total
Receivables  or  once  six  months  have  elapsed  from  the termination of this
Agreement,  whichever  is  sooner.

     (e)  If  Colorado Prime ceases operations during the term of this Agreement
or  any  renewal  thereof, except pursuant to a transaction where its operations
are  continued  by another party, any outstanding Reserves shall be paid over to
Shoppers,  unless  Colorado  Prime  has  repurchased  all  outstanding  Shoppers
Accounts  pursuant  to  Paragraph  15.

     8.  Shoppers Right of Set-off. Colorado Prime hereby grants to Shoppers the
         --------------------------
right  of  set- off, and Shoppers may apply any monies due and owing to Colorado
Prime,  or  any  monies  in  Shoppers'  possession  belonging to Colorado Prime,
against  monies  which  become  due and owing to Shoppers pursuant to any of the
provisions  of  this  Agreement.

                                       5
<PAGE>

     9.  Handling  of  Customer  Payments.
         ---------------------------------

     (a)  In  connection  with  the  Program, Shoppers will send monthly billing
statements  to  the  account  holder,  which statements will contain an envelope
addressed  to  a  Shoppers'  lockbox.  However, in the event that Colorado Prime
receives  any  payments  on  Shoppers  Accounts,  it  will promptly forward such
payments  to  Shoppers  in  the  form  received  (or  by check covering multiple
payments), or it shall electronically advise Shoppers of the receipt thereof. If
a  notification  of payments is transmitted electronically to Shoppers, Shoppers
shall  deduct  the  total  amount  of said payments from monies owed to Colorado
Prime.  In  the event that the total amount of said payments exceeds monies owed
to  Colorado  Prime,  then,  in  that case, Colorado Prime shall make payment to
Shoppers  within  two (2) business days after notification that such a situation
exists. Even if a Shoppers Account holder's payment check is made payable to the
order of Colorado Prime, Colorado Prime acknowledges that the payment represents
express  trust  funds  belonging  to  Shoppers.

     (b)  Colorado  Prime  irrevocably  constitutes and appoints Shoppers as its
attorney- in-fact to endorse the name of Colorado Prime on any payments received
by  Shoppers  on  Shoppers  Accounts.  In  the  event  that there are filings on
Colorado  Prime's  behalf  of  any  forms  and documents required by the Uniform
Commercial  Code,  Colorado  Prime  agrees  that  it  will  sign  said forms and
documents  on  a timely basis, or will instead allow Shoppers to sign said forms
and  documents  on  its  behalf.

     10.  Returns. Colorado Prime may, in its sole discretion, accept returns of
Food  and/or  Appliances  financed  under  a  Shoppers  Account  (but  is  under
absolutely  no  obligation to accept such returns and/or to attempt repossession
of  Food  and/or Appliances sold to customers who subsequently become delinquent
on  their  Shoppers  Accounts) and shall advise Shoppers within forty-eight (48)
hours  of  receiving  confirmation  of any such return. Thereupon, Shoppers will
credit the appropriate Shoppers Account for the charge imposed for such returned
Food and/or Appliances. Shoppers may deduct the amount paid to Colorado Prime on
account  of  such returned Food and/or Appliances from other monies, if any, due
Colorado Prime. If there are no monies due from Shoppers to Colorado Prime, then
in  that  event  Colorado  Prime  shall forthwith upon notice pay such amount to
Shoppers.  Colorado  Prime  acknowledges that it does not have the right to make
any adjustments to Shoppers Accounts and Receivables with respect to any fees or
charges  imposed  by  Shoppers.

     11. Restrictions on Competing Financing. Colorado Prime agrees that it will
         ------------------------------------
not  provide  or arrange for any financing to sell its Food and/or Appliances if
its  customer  would  qualify  for  a Shoppers Account. This Paragraph shall not
preclude  Colorado  Prime  from making available Colorado Prime Accounts or from
accepting  credit  plans  that  can  be used for purchases from a broad range of
merchants,  such  as,  but  not  limited to, Visa, MasterCard, American Express,
Diners  Club,  Carte  Blanche  and  Discover  Card.

     12.  Submission  of  Financial Statements. Each party agrees to provide the
          -------------------------------------
other  party  with  copies  of its annual financial statements or annual reports
within  one  hundred-twenty  (120)  days  after  each  fiscal  year  end.

     13.  Default.
          --------

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<PAGE>

     (a)  Colorado  Prime  shall  be  in  default under this Agreement if: (a) a
petition  in  bankruptcy  is  filed  by  or  against  Colorado  Prime and is not
dismissed  within sixty (60) days; (b) Colorado Prime makes or offers to make an
assignment  or  compromise  for the benefit of its creditors; (c) Colorado Prime
ceases  to  do  business  as  a going concern (unless cessation is the result of
Colorado  Prime  being  acquired  by  another entity that will be continuing the
business); (d) a receiver or trustee of Colorado Prime's assets is appointed; or
(e)  Colorado  Prime materially breaches any obligation under this Agreement and
fails  to  cure  such  breach within fifteen (15) days after written notice from
Shoppers  specifying  the  nature  of  such breach, or if said breach is of such
nature  that  cannot  be cured within fifteen (15) days, Colorado Prime fails to
commence  actions  and  diligently  work  toward  effecting  a cure to Shoppers'
reasonable  satisfaction.

     (b) Shoppers shall be in default under this Agreement if: (a) a receiver or
conservator  is  appointed for Shoppers; (b) Shoppers ceases to do business as a
going  concern  (unless  cessation  is  the result of Shoppers being acquired by
another  entity that will be continuing the business); (c) Shoppers modifies its
underwriting criteria for the Shoppers Accounts without Colorado Prime's written
consent  in  a  manner  that materially impairs the ability of Colorado Prime to
effect  sales of Food and/or Appliances; or (d) Shoppers materially breaches any
obligation  under  this  Agreement  and fails to cure such breach within fifteen
(15) days after written notice from Colorado Prime specifying the nature of such
breach,  or if said breach is of such nature that cannot be cured within fifteen
(15)  days,  Shoppers  fails  to  commence  actions  and  diligently work toward
effecting  a  cure  to  Colorado  Prime's  reasonable  satisfaction.

     14.  Term  of  Agreement.  Either  party  may  terminate  this  Agreement
          --------------------
immediately  upon  the  occurrence  of  an  Event of Default by the other party.
Unless either party sooner terminates this Agreement upon an Event of Default of
the other party, this Agreement shall remain in effect for a period of three (3)
years  from the date hereof, and will automatically renew for an additional year
on the third anniversary and each subsequent anniversary unless either party has
given written notice of non-renewal at least one hundred eighty (180) days prior
to the renewal date. Subject to Paragraph 15, upon termination of this Agreement
for  any  reason,  including  as  a  result of either Shoppers or Colorado Prime
ceasing  to  do  business,  the  obligations  of both parties, including without
limitation the obligations under Paragraph 4, shall continue with respect to all
Shoppers  Accounts  and the related Receivables purchased by Shoppers during the
life  of  this  Agreement.

     15.  Consequences  of Certain Early Terminations. If during the first three
          --------------------------------------------
(3)  years hereof Colorado Prime terminates this Agreement without cause, ceases
electronic  or  physical  presentment of appropriate sales slips to Shoppers for
financing  under  Shoppers  Accounts  or  defaults under this Agreement, thereby
giving  rise  to  a  termination  for  cause  by  Shoppers, Colorado Prime shall
repurchase  all  of  the  Acquired  Assets,  Shoppers  Accounts  and  related
Receivables,  excluding Shoppers Accounts and the related Receivables where: (a)
a  voluntary  or  involuntary  bankruptcy  case has been filed by or against the
primary  customer,  (b)  any  Receivables  are  more than 150 days contractually
delinquent  or  have been charged off as uncollectible; (c) the primary customer
is  deceased;  (d) any Receivable has been incurred as a result of fraud; and/or
(e)  is the subject of a pending lawsuit. The repurchase price shall be the face
amount  of  the  purchased  Receivables.  In  addition, Colorado Prime shall pay
Shoppers  a  sum  equal  to  three  (3%) percent of the repurchase price if this
Agreement  is terminated within the first contract year, two (2%) percent of the
repurchase price if this Agreement is terminated within the second contract year
and  one  (1  %) percent of the repurchase price if this Agreement is terminated
within the third contract year, said sums representing reimbursement to Shoppers
for  its

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<PAGE>

expenses  in  providing applications, billing statements and such other items as
are  necessary  for  the implementation  of  the  Program.

     16.  Governing  Law.  This  Agreement  shall  be  governed,  construed  and
          ---------------
interpreted  in accordance  with  New  Jersey  substantive  law.

     17.  Binding  Arbitration;  Waiver  of  Jury  Trial.
          -----------------------------------------------

     (a)  Seller  and  Purchaser  agree  to attempt in good faith to resolve any
disputes arising in connection with this Agreement. In the event the parties are
unable  to  resolve  any  such  dispute, Colorado Prime and Shoppers irrevocably
agree  that  all  disputes  between them shall be decided by binding arbitration
under  the Commercial Arbitration Rules of the American Arbitration Association.
Either  party  may  demand arbitration by sending a written notice to the other.
Each  party  shall  select one arbitrator and advise the other of its selection.
The  selection  must  be  made  within fifteen days of the date of the notice of
arbitration. The two selected arbitrators will then choose a third. In the event
that  either  party  fails  to  select  an  arbitrator,  or in the event the two
selected  arbitrators  fail  to  select  a  third, then the choice shall be made
pursuant  to  the  American  Arbitration  Association  Rules.  It  is  expressly
acknowledged by the parties that the transactions between them are in interstate
commerce  and  subject  to  the Federal Arbitration Act, 9 U.S.C. 1 ET SEQ. This
arbitration  provision  shall  not be binding upon the Lenders under the Amended
Credit  Agreement.

     (b)  Colorado  Prime  and  Shoppers voluntarily and irrevocably consent and
agree that  all  claims  for  punitive  damages  are  waived.

     (c)  COLORADO  PRIME  AND  SHOPPERS  HEREBY  VOLUNTARILY  AND
IRREVOCABLY  WAIVE  ANY  RIGHT  TO  A  TRIAL  BY  JURY  IN  ANY  DISPUTE ARISING
BETWEEN  THEM.

     18.  Restrictions on Assignment. This Agreement is not assignable by either
          ---------------------------
party without prior written approval by the other party, such approval not to be
unreasonably  withheld, provided that no consent of Shoppers will be required in
the event of an assignment resulting from the acquisition of Colorado Prime or a
majority  of  its  assets  by merger, consolidation, asset purchase or the like.
Notwithstanding  the  foregoing, Colorado Prime may assign its rights under this
Agreement  as  security  for its obligations under the Amended Credit Agreement.

     19.  Limited  Invalidity.  The  fact  that  any clause or paragraph in this
          --------------------
Agreement  may  be  determined  to  be  unconstitutional,  illegal, or otherwise
ineffective  shall  in  no  way  affect  any  other  clause or paragraph of this
Agreement,  which  shall  remain  in  full  legal  force  and  effect.

     20.  Verifications  of  Sales.  Shoppers  may,  without  notice,  make test
          -------------------------
verifications  of  Colorado  Prime  sales  under  Shoppers  Accounts.  The  test
verification  will  be  carried  out  by  means  of a letter sent to the account
holders  asking them to confirm the sale. Colorado Prime shall have the right to
review  and  approve the form of the letter prior to its mailing, which approval
shall  not  be  unreasonably  withheld.

     21.  Capacity:  Authority; Validity. Colorado Prime represents and warrants
          ---------
that  it  has  all  necessary  corporate  power and authority to enter into this
Agreement  and  that  consummation  of  the  transactions

                                       8
<PAGE>

contemplated  hereby  have  been  duly  and  validly authorized by all necessary
corporate  action.  This  Agreement,  when  executed,  constitutes the valid and
binding  obligation of Colorado Prime, enforceable in accordance with its terms.
Neither  execution  of  this  Agreement nor the consummation of the transactions
contemplated  hereby will (i) conflict with, result in the breach of, constitute
a  default  under,  or  accelerate the performance required by, the terms of any
order,  law,  regulation,  contract,  instrument or commitment to which Colorado
Prime  is  a  party  or  by  which  it  is  bound,  (ii) violate the articles of
incorporation  or  bylaws  or  any  other  equivalent organizational document of
Colorado  Prime,  (iii)  require  any consent, approval, authorization or filing
under  any  law,  regulation,  judgment, order, writ, decree, permit, license or
agreement to which Colorado Prime is a party or by which it is bound or to which
it is subject, or (iv) require the consent or approval of any other party to any
material  contract  to  which  Colorado  Prime  is  a  party.

     22.  Notices.  All  notices  hereunder  shall  be  delivered  in the manner
          --------
specified  in  the Purchase  Agreement.

     23.  Waiver.  Waiver by either party of any breach of this Agreement, or of
          -------
any  portion  or  provisions  thereof, shall not be construed as a waiver of any
subsequent  or  other  breach; nor shall failure of either party to exercise any
right, remedy, privilege or option granted to it under this Agreement operate as
a  waiver  thereof  or give rise to any estoppel in favor of the other party. No
waiver  by  either  party  shall be effective unless it is a duly authorized and
signed  writing,  and  then  only to the extent specifically stated. All rights,
remedies, and privileges of either party under this Agreement are cumulative and
not  alternative  and  may  be  exercised  concurrently  or seriatim, and are in
addition  to  and not in lieu of any and all rights and remedies of either party
at  law,  in  equity,  under  statute,  or  otherwise.

     24. Indemnification. Shoppers and Colorado Prime agree to defend, indemnify
         ----------------
and  hold  harmless  the other from any damages that may arise for all actual or
alleged  violations  of  any  local, state or federal consumer protection law or
regulation  by virtue of the other's alleged acts or omissions which occur after
the  effective  date  of  this  Agreement.

     25.  Entire Agreement. This Agreement incorporates the entire understanding
          -----------------
of  the parties with respect to the subject matter hereof and no representation,
warranty  or  agreement  not set forth herein or in a writing delivered pursuant
hereto  shall  be  binding  on  either  party.

     26.  Captions;  Counterparts.  The  captions  in  this  Agreement  are  for
          ------------------------
convenience  only  and  shall  not  be  considered  a  part  of  or  affect  the
construction  or  interpretation  of  any  provision  of  this  Agreement.  This
Agreement  may  be executed in counterparts, each of which shall be an original,
but  all  of  which  together  shall  constitute  one  and  the same instrument.

     27.  Amendments  and  Waivers.  None  of  the  terms  or provisions of this
          -------------------------
Agreement may be waived, altered, modified or amended except by an instrument in
writing  duly  executed  by  both  parties.

     28.  Further Assurances. On and after the date hereof, each party shall, at
          -------------------
the  other  party's  request,  execute,  acknowledge  and  deliver  all  such
acknowledgments  and  other  instruments  as  may  be  reasonably  necessary  or
appropriate  to  fully  and  effectively carry out the transactions contemplated
hereby.

                                       9
<PAGE>

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
on  the
date  first  above  written.

ATTEST:                   HUDSON  UNITED  BANK:



________________________________               _________________________________
Edward  M. Fechner, Sr. Vice President         Thomas R. Nelson, President
Shoppers  Charge  Accounts  Co.                Shoppers  Charge Accounts Co.



ATTEST:                 COLORADO  PRIME  CORPORATION



________________________________               _________________________________
Fred  Spivak,  Secretary                       Paul  Roman,  President



ATTEST:              CONCORD  FINANCIAL  SERVICES,  INC.



________________________________               _________________________________
Jack  Crown,  Secretary                        Fred  Spivak,  President

                                       10
<PAGE>

     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
on  the date  fist  above  written.

ATTEST:                       HUDSON  UNITED  BANK



________________________________               _________________________________
Edward  M.  Fechner, Sr. Vice President        Thomas R Nelson, President
Shoppers  Charge  Accounts  Co.                Shoppers  Charge Accounts Co.



ATTEST:                   COLORADO  PRIME  CORPORATION



________________________________               _________________________________
Fred  Spivak,  Secretary                       Paul  Roman,  President



ATTEST:                CONCORD  FINANCIAL  SERVICES,  INC.



________________________________               _________________________________
Jack  Crown  ,  Secretary                      Fred  Spivak,  President

                                       11
<PAGE>