<PAGE>

                                                                   Exhibit 10.44


                            AMENDMENT AGREEMENT NO. 7

         This Amendment Agreement No. 7 (this "Agreement"), dated as of October
21, 2003, is among is among the Persons that have executed this Agreement (the
"Parties"). Capitalized terms used, but not defined, in this Agreement are used
as defined in the Lease Agreement, dated as of November 30, 2001, between Wells
Fargo Bank Northwest, National Association, as Owner Trustee under S&F Trust
1998-1, as lessor, and Smart & Final Inc., as lessee, as amended by Waiver and
Amendment Agreement No. 1, dated as of June 4, 2002, by Waiver and Amendment
Agreement No. 2, dated as of February 14, 2003, by Amendment Agreement No. 3,
dated as of June 1, 2003, by Waiver and Amendment Agreement No. 4, dated as of
July 11, 2003 and by Consent, Waiver, Collateral Release and Amendment Agreement
No. 5A, dated as of September 3, 2003, and Sixth Amendment and Waiver to Lease
Agreement, dated as of September 12, 2003 (the "Lease"). Capitalized terms used
herein without definition have the meanings ascribed to them in the Lease.

                                    RECITALS

         A. As a result of the recent sale of the Lessee's northern California
broadline foodservice operations to Sysco Corp. and Pacific Fresh Seafood
Company, the Lessee's Florida broadline foodservice operations and nine of the
fourteen Smart & Final stores located in Florida to GFS Holding Inc. ("GFS") and
certain of GFS's subsidiaries, and the pending sale of the Port Stockton dry
grocery warehouse (collectively, the "Sale Transactions"), the Lessee will not
be in compliance with certain of the financial covenants set forth in the Lease.

         B. The Lessee has requested that the Lenders, the Holder and the Agent
amend certain of the financial covenants contained in the Lease and the
definitions related thereto.

         C. The Agent, the Holder and the Lenders have agreed to amend certain
of the financial covenants and the definitions related thereto, all as provided
herein.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Parties agree as follows:

         Section 1. Section References. Unless otherwise expressly stated
herein, all section references herein refer to sections of the Lease, and all
references to "Appendix A" refer to Appendix A to the Participation Agreement.

         Section 2. Amendment to Appendix A (Rules of Usage and Definitions).

                 (a) The definition of "Adjusted EBITDA" set forth in Appendix A
is amended by deleting it in its entirety and replacing it with the following:

                 "Adjusted EBITDA" means, for any period, determined for the
         Lessee and its Subsidiaries on a Consolidated basis, EBITDA plus, with
         respect to any fiscal quarter of the Lessee up to and including the
         second fiscal quarter of Fiscal Year 2003, the interest component of
         all amounts paid as rent under the Lease.

<PAGE>

               (b) The definition of "Adjusted Leverage Ratio" set forth in
Appendix A is amended by deleting it in its entirety and replacing it with the
following:

               "Adjusted Leverage Ratio" means, as of any date of determination,
         the ratio of (i) the sum of (A) Consolidated Indebtedness (excluding
         for all periods up to and including the second fiscal quarter of
         Lessee's fiscal year 2003 Indebtedness under the Lease and the other
         Operative Agreements) as of the end of the most recently ended fiscal
         quarter of the Lessee plus (B) the product of (1) rent expense
         (including amounts paid as rent under the Lease) for the Lessee and its
         Subsidiaries on a Consolidated basis for the four most recently
         completed fiscal quarters of the Lessee multiplied by (2) 8 to (ii) the
         sum of (A) EBITDA for the Lessee and its Subsidiaries on a Consolidated
         basis for the four most recently completed fiscal quarters of the
         Lessee plus (B) rent expense (including amounts paid as rent under the
         Lease) for the Lessee and its Subsidiaries on a Consolidated basis for
         the four most recently completed fiscal quarters of the Lessee;
         provided, that for purposes of determining the Adjusted Leverage Ratio,
         "rent expense" shall be deemed to be (i) $6,900,000 for the fourth
         fiscal quarter of Lessee's fiscal year 2002, (ii) $6,900,000 for the
         first fiscal quarter of Lessee's fiscal year 2003 and (iii) $7,100,000
         for the second fiscal quarter of Lessee's fiscal year 2003.

               (c) The definition of "EBITDA" set forth in Appendix A is amended
by deleting it in its entirety and replacing it with the following:

               "EBITDA" means, for any period, net income (or net loss)
         excluding all non-cash extraordinary items of gain or loss, plus, to
         the extent deducted in determining such net income (or net loss), the
         sum of (a) interest expense, (b) income tax expense, (c) depreciation
         expense, (d) amortization expense, (e) all other non-cash charges
         (including impairment charges with respect to assets and goodwill) and
         (f) for the third fiscal quarter of Lessee's fiscal year 2003, up to
         $13,300,000 of after-tax charges for discontinued operations, in each
         case determined in accordance with GAAP for such period (to the extent
         not already included in clause (e) above); provided, that EBITDA shall
         be calculated using the quarterly amounts of (i) $20,500,000 for the
         fourth fiscal quarter of Lessee's fiscal year 2002, (ii) $16,200,000
         for the first fiscal quarter of Lessee's fiscal year 2003 and (iii)
         $20,200,000 for the second fiscal quarter of Lessee's fiscal year 2003.

               (d) The definition of "Fixed Charge Coverage Ratio" set forth in
Appendix A is amended by deleting it in its entirety and replacing it with the
following:

               "Fixed Charge Coverage Ratio" means, as of any date of
         determination, determined for the period of four consecutive fiscal
         quarters ending as of the last day of each fiscal quarter of the
         Lessee, the ratio of (a) the sum of (i) Consolidated EBITDA of the
         Lessee and its Subsidiaries and (ii) rent expense (not including
         amounts paid as rent under the Lease) for the Lessee and its
         Subsidiaries on a Consolidated basis for the four most recently
         completed fiscal quarters of the Lessee to (b) the sum of (i)
         Consolidated Interest Expense of the

                                       2

<PAGE>

         Lessee and its Subsidiaries and (ii) rent expense for the Lessee and
         its Subsidiaries on a Consolidated basis for the four most recently
         completed fiscal quarters of the Lessee; provided, that for purposes of
         determining the Fixed Charge Coverage Ratio, (i) the quarterly amounts
         of "rent expense" shall be deemed to be (A) $6,900,000 for the fourth
         fiscal quarter of Lessee's fiscal year 2002, (B) $6,900,000 for the
         first fiscal quarter of Lessee's fiscal year 2003 and (C) $7,100,000
         for the second fiscal quarter of Lessee's fiscal year 2003 and (ii) the
         quarterly amounts of Consolidated Interest Expense shall be deemed to
         be (A) $4,400,000 for the fourth fiscal quarter of Lessee's fiscal year
         2002, (B) $4,600,000 for the first fiscal quarter of Lessee's fiscal
         year 2003 and (C) $4,500,000 for the second fiscal quarter of Lessee's
         fiscal year 2003.

         Section 3. Amendment to Section 28.5 (Financial Covenants). Section
28.5 is amended to read in its entirety as follows:

               Section  28.5.  Financial Covenants.  So long as the Advance or
         any other Obligation of any Credit Party under any Operative Agreements
         remains unpaid, the Lessee shall:

               (a) Net Worth. Maintain at all times a Consolidated Net Worth of
         not less than the sum of (i) $195,000,000, plus (ii) 50% of positive
         cumulative Consolidated Net Income for any fiscal quarter of the Lessee
         ending after the fiscal quarter ending October 21, 2003 (but without
         any deduction for any period in which Consolidated Net Income is a
         negative number) plus (iii) 100% of the amount of all cash proceeds of
         any equity issuances by the Lessee or any of its Subsidiaries after
         November 30, 2001; provided, however, that changes in other
         comprehensive income after October 21, 2003 shall be disregarded in
         calculating Consolidated Net Worth.

               (b) Senior Leverage Ratio. Not permit the Senior Leverage Ratio
         at the end of the fiscal quarters of the Lessee set forth below to
         exceed the correlative ratio indicated:

            ------------------------------------------------------------
            Fiscal Quarter                   Senior Leverage Ratio
            --------------                   ---------------------
            ------------------------------------------------------------
            Fourth Quarter 2001                   3.25 to 1.0
            ------------------------------------------------------------
            First Quarter 2002                    3.25 to 1.0
            ------------------------------------------------------------
            Second Quarter 2002                   3.50 to 1.0
            ------------------------------------------------------------
            Third Quarter 2002                    3.50 to 1.0
            ------------------------------------------------------------
            Fourth Quarter 2002                   3.25 to 1.0
            ------------------------------------------------------------
            First Quarter 2003                    3.55 to 1.0
            ------------------------------------------------------------
            Second Quarter 2003                   3.00 to 1.0
            ------------------------------------------------------------
            Third Quarter 2003                    2.75 to 1.0
            ------------------------------------------------------------
            Fourth Quarter 2003                   2.75 to 1.0
            ------------------------------------------------------------
            First Quarter 2004                    2.75 to 1.0
            ------------------------------------------------------------
            Second Quarter 2004                   2.75 to 1.0
            ------------------------------------------------------------
            Third Quarter 2004                    2.75 to 1.0
            ------------------------------------------------------------
            Fourth Quarter 2004                   2.75 to 1.0
            ------------------------------------------------------------

                                       3

<PAGE>

              -------------------------------------------------
              First Quarter 2005            2.75 to 1.0
              -------------------------------------------------
              Second Quarter 2005           2.75 to 1.0
              -------------------------------------------------
              Third Quarter 2005            2.75 to 1.0
              -------------------------------------------------
              Fourth Quarter 2005           2.75 to 1.0
              -------------------------------------------------
              First Quarter 2006            2.75 to 1.0
              -------------------------------------------------
              Second Quarter 2006           2.75 to 1.0
              -------------------------------------------------
              Third Quarter 2006            2.75 to 1.0
              -------------------------------------------------

               (c) Adjusted Leverage Ratio. Not permit the Adjusted Leverage
         Ratio at the end of the fiscal quarters of the Lessee set forth below
         to exceed the correlative ratio indicated:

              -------------------------------------------------------------
              Fiscal Quarter                   Adjusted Leverage Ratio
              --------------                   -----------------------
              -------------------------------------------------------------
              Fourth Quarter 2001                    4.50 to 1.0
              -------------------------------------------------------------
              First Quarter 2002                     4.60 to 1.0
              -------------------------------------------------------------
              Second Quarter 2002                    4.80 to 1.0
              -------------------------------------------------------------
              Third Quarter 2002                     4.75 to 1.0
              -------------------------------------------------------------
              Fourth Quarter 2002                    4.70 to 1.0
              -------------------------------------------------------------
              First Quarter 2003                     5.00 to 1.0
              -------------------------------------------------------------
              Second Quarter 2003                    4.50 to 1.0
              -------------------------------------------------------------
              Third Quarter 2003                     4.50 to 1.0
              -------------------------------------------------------------
              Fourth Quarter 2003                    4.50 to 1.0
              -------------------------------------------------------------
              First Quarter 2004                     4.50 to 1.0
              -------------------------------------------------------------
              Second Quarter 2004                    4.50 to 1.0
              -------------------------------------------------------------
              Third Quarter 2004                     4.50 to 1.0
              -------------------------------------------------------------
              Fourth Quarter 2004                    4.25 to 1.0
              -------------------------------------------------------------
              First Quarter 2005                     4.25 to 1.0
              -------------------------------------------------------------
              Second Quarter 2005                    4.25 to 1.0
              -------------------------------------------------------------
              Third Quarter 2005                     4.25 to 1.0
              -------------------------------------------------------------
              Fourth Quarter 2005                    4.25 to 1.0
              -------------------------------------------------------------
              First Quarter 2006                     4.25 to 1.0
              -------------------------------------------------------------
              Second Quarter 2006                    4.25 to 1.0
              -------------------------------------------------------------
              Third Quarter 2006                     4.25 to 1.0
              -------------------------------------------------------------

               (d) Fixed Charge Coverage Ratio. Not permit the Fixed Charge
         Coverage Ratio at the end of the fiscal quarters of the Lessee set
         forth below to be less than the correlative ratio indicated:

              ------------------------------------------------------------------
              Fiscal Quarter                   Fixed Charge Coverage Ratio
              --------------                   ---------------------------
              ------------------------------------------------------------------
              Fourth Quarter 2001                      2.00 to 1.0
              ------------------------------------------------------------------
              First Quarter 2002                       1.85 to 1.0
              ------------------------------------------------------------------
              Second Quarter 2002                      1.85 to 1.0
              ------------------------------------------------------------------
              Third Quarter 2002                       1.85 to 1.0
              ------------------------------------------------------------------
              Fourth Quarter 2002                      1.85 to 1.0
              ------------------------------------------------------------------

                                       4

<PAGE>

         -----------------------------------------------------------------------
          First Quarter 2003                      1.75 to 1.0
         -----------------------------------------------------------------------
          Second Quarter 2003                     1.95 to 1.0
         -----------------------------------------------------------------------
          Third Quarter 2003                       2.0 to 1.0
         -----------------------------------------------------------------------
          Fourth Quarter 2003                      2.0 to 1.0
         -----------------------------------------------------------------------
          First Quarter 2004                       2.0 to 1.0
         -----------------------------------------------------------------------
          Second Quarter 2004                      2.0 to 1.0
         -----------------------------------------------------------------------
          Third Quarter 2004                       2.0 to 1.0
         -----------------------------------------------------------------------
          Fourth Quarter 2004                      2.0 to 1.0
         -----------------------------------------------------------------------
          First Quarter 2005                       2.0 to 1.0
         -----------------------------------------------------------------------
          Second Quarter 2005                      2.0 to 1.0
         -----------------------------------------------------------------------
          Third Quarter 2005                       2.0 to 1.0
         -----------------------------------------------------------------------
          Fourth Quarter 2005                      2.0 to 1.0
         -----------------------------------------------------------------------
          First Quarter 2006                       2.0 to 1.0
         -----------------------------------------------------------------------
          Second Quarter 2006                      2.0 to 1.0
         -----------------------------------------------------------------------
          Third Quarter 2006                       2.0 to 1.0
         -----------------------------------------------------------------------

              (e)   Capital Expenditures.

                    (i)     Not make, or permit any of its Subsidiaries to make,
              any Capital Expenditures that would cause the aggregate of all
              such Capital Expenditures made by the Lessee and its Subsidiaries
              to exceed $50,000,000 during the Fiscal Year ending December 29,
              2002 and $40,000,000 during each Fiscal Year thereafter; and

                    (ii)    Not make, or permit any of its Subsidiaries to make,
              any Capital Expenditures that would cause the aggregate of all
              such Capital Expenditures made by the Lessee and its Subsidiaries
              to exceed $12,500,000 during any fiscal quarter of the Lessee
              commencing with the fiscal quarter of the Lessee ending March 23,
              2003.

    Section 4.      Conditions Precedent.  The effectiveness of this Agreement
is subject to the satisfaction of the following conditions precedent:

              (a)   The Agent shall have received all of the following, in form
and substance satisfactory to the Agent:

                    (i)     Amendment Documents.  This Agreement and any other
instrument, document or certificate required by the Agent to be executed or
delivered by the Lessee or any other Person in connection with this Agreement
(the "Amendment Documents"), duly executed by each party hereto and thereto;

                    (ii)    Consent of Majority Secured Parties.  The written
consent of the Majority Secured Parties to this Agreement;

                    (iii)   Amendment to and Waiver in connection with Lessee
Credit Agreement.  (A) Copies of the amendment and waiver documents with respect
to the Lessee

                                       5

<PAGE>

Credit Agreement (the "Lessee Credit Agreement Amendments"), pursuant to which
(1) the financial covenants and related definitions contained in the Lessee
Credit Agreement are amended in the same manner as set forth in this Agreement
and (2) any other conforming changes to the Lessee Credit Agreement reasonably
requested by the Agent are made and (B) evidence that the Lessee Credit
Agreement Amendments have been executed and are in full force and effect;

                    (iv)    Diligence Materials.  All diligence materials
requested by the Agent; and

                    (v)     Additional Information.  Such additional documents,
instruments and information as the Agent may reasonably request to effect the
transactions contemplated hereby.

              (b)   Each Secured Party (other than the A-1 Lender) consenting to
this Agreement by 5:00 p.m. (EDT) on October 21, 2003 shall have received an
amendment fee of 0.125% of its Commitment.

              (c)   Each Credit Party's representations and warranties contained
herein and in the Operative Agreements shall be true and correct as of the date
hereof as if made on the date hereof (except for those that by their terms
specifically refer to an earlier date, which shall have been true and correct as
of such earlier date).

              (d)   All corporate proceedings taken in connection with the
transactions contemplated by this Agreement and all other agreements, documents
and instruments executed or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Agent.

              (e)   No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Agreement.

    Section 5.      Representations and Warranties.  The Lessee hereby
represents and warrants to the Agent, the Holder and the Lenders that, as of the
date of and after giving effect to this Agreement, (a) the execution, delivery
and performance of this Agreement and any other Amendment Documents executed or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of the Lessee and will not violate the Lessee's certificate
of incorporation or bylaws, (b) all representations and warranties set forth in
the Lease and in any other Operative Agreement are true and correct as if made
again on and as of such date (except those, if any, that by their terms
specifically relate only to an earlier date, which were true and correct as of
such earlier date), (c) no Default or Event of Default has occurred and is
continuing, and (d) the Lease (after giving effect to this Agreement) and all
other Operative Agreements are and remain legal, valid, binding and enforceable
obligations in accordance with the terms thereof.

    Section 6.      Survival of Representations and Warranties.  All
representations and warranties made in this Agreement or any other Operative
Agreement shall survive the execution and delivery of this Agreement and the
other Operative Agreements, and no investigation by the

                                       6

<PAGE>

Agent, the Holder or the Lenders, or any closing, shall affect the
representations and warranties or the right of the Agent, the Holder and the
Lenders to rely upon them.

    Section 7.      Certain Waivers.  None of the Agent, the Holder and any
Lender shall be liable under a claim of, and each Credit Party waives any claim
against the Agent, the Holder and the Lenders based upon, lender liability
(including, but not limited to, liability for breach of the implied covenant of
good faith and fair dealing, fraud, negligence, conversion, misrepresentation,
duress, control and interference, infliction of emotional distress and
defamation and breach of fiduciary duties) as a result of any discussions or
actions taken or not taken by the Agent, the Holder or the Lenders on or before
the date hereof or the discussions conducted pursuant hereto, or any course of
action taken by the Agent, the Holder or any Lender in response thereto or
arising therefrom. This Section 7 shall survive the execution and delivery of
this Agreement and the other Operative Agreements and the termination of the
Lease.

    Section 8.      Reference to Agreement.  Each Operative Agreement and any
other agreements, documents or instruments now or hereafter executed or
delivered pursuant to the terms hereof or pursuant to the terms of the Lease as
amended hereby, are hereby amended so that any reference in the Operative
Agreements to the Lease or Appendix A, as applicable, whether direct or
indirect, is a reference to the Lease or Appendix A, as applicable, as amended
hereby.

    Section 9.      Costs and Expenses.  The Lessee shall pay on demand all
reasonable costs and expenses of the Agent (including the reasonable fees, costs
and expenses of counsel to the Agent) incurred in connection with the
preparation, execution and delivery of this Agreement.

    Section 10.     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICT-OF-LAWS PRINCIPLES.

    Section 11.     Execution.  This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.

    Section 12.     Limited Effect.  This Agreement relates only to the specific
matters covered herein, shall not be considered to be a waiver of any rights the
Holder or any Lender may have under the Lease (other than as expressly set forth
herein), and shall not be considered to create a course of dealing or to
otherwise obligate the Holder or any Lender to execute similar amendments or
grant any waivers under the same or similar circumstances in the future.

    Section 13.     Ratification By Guarantors.  Each Guarantor hereby agrees to
this Agreement and acknowledges that its Guaranty remains in full force and
effect without modification thereto.

                            [Signature Pages Follow]

                                       7

<PAGE>

                                                               EXECUTION VERSION

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


LESSOR:
Wells Fargo Bank Northwest, National Association,
 as Owner Trustee under S&F Trust 1998-1


By:    /s/ Val T. Orton
   -----------------------------------
Name:      Val T. Orton
     ---------------------------------
Title:     Vice President
      --------------------------------



LESSEE:
Smart & Final Inc.


By:   /s/  Richard N. Phegley
   -----------------------------------
Name:      Richard N. Phegley
     ---------------------------------
Title:     Senior Vice President &
      --------------------------------
           Chief Financial Officer
--------------------------------------

                           [Amendment Agreement No. 7]

<PAGE>

A-2 LENDER, B LENDER AND HOLDER:
Casino USA, Inc.


By:    /s/ Andre Delolmo
   -----------------------------------
Name:      Andre Delolmo
     ---------------------------------
Title:     President
      --------------------------------



A-2 LENDER:
GMAC Commercial Finance, LLC,
 successor by merger to GMAC Business Credit, LLC


By:    /s/ David W. Berry
   -----------------------------------
Name:      David W. Berry
     ---------------------------------
Title:     Vice President
      --------------------------------



A-2 LENDER:
Natexis Banques Populaires


By:    /s/ Anne Ulrich                    By:    /s/ Pieter J. van Tulder
   -----------------------------------       -----------------------------------
Name:      Anne Ulrich                    Name:      Pieter J. van Tulder
     ---------------------------------         ---------------------------------
Title:     Vice President                 Title:     Vice President And Manager
      --------------------------------          --------------------------------
                                                     Multinational Group
                                                --------------------------------


A-2 LENDER:
BNP Paribas


By:    /s/ Sean T. Conlon                 By:    /s/ Mitchell M. Ozawa
   -----------------------------------       -----------------------------------
Name:      Sean T. Conlon                 Name:      Mitchell M. Ozawa
     ---------------------------------         ---------------------------------
Title:     Managing Director              Title:     Managing Director
      --------------------------------          --------------------------------



A-2 LENDER AND AGENT:
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.
 "Rabobank Nederland," New York Branch


By:    /s/ Bradford F. Scott              By:    /s/ Ian Reece
   -----------------------------------       -----------------------------------
Name:      Bradford F. Scott              Name:      Ian Reece
     ---------------------------------         ---------------------------------
Title:     Executive Director             Title:     Managing Director
      --------------------------------          --------------------------------

                           [Amendment Agreement No. 7]

<PAGE>

B LENDER:
Transamerica Equipment Financial Services Corporation


By:    /s/ James R. Bates
   -----------------------------------
Name:      James R. Bates
     ---------------------------------
Title:     Vice President
      --------------------------------

                           [Amendment Agreement No. 7]

<PAGE>

GUARANTOR:
American Foodservice Distributors


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
Smart & Final Stores Corporation


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
Smart & Final Oregon, Inc.


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
Port Stockton Food Distributors, Inc.


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President - Finance
      --------------------------------------



GUARANTOR:
Amerifoods Trading Company


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------

                          [Amendment Agreement No. 7]

<PAGE>

GUARANTOR:
Casino Frozen Foods, Inc.


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
FoodServiceSpecialists.Com, Inc.


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
Okun Produce International, Inc.


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------



GUARANTOR:
HL Holding Corporation


By:    /s/ Richard N. Phegley
   -----------------------------------------
Name:      Richard N. Phegley
     ---------------------------------------
Title:     Senior Vice President &
      --------------------------------------
           Chief Financial Officer
--------------------------------------------

                           [Amendment Agreement No. 7]